Job No: 103109 Proof Event: 15 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
BlackRock
Throgmorton
Trust plc
BlackRock Throgmorton Trust plc Annual Report and Financial Statements 30 November 2025
Annual Report and Financial Statements 30 November 2025
www.blackrock.com/uk/thrg
Job No: 103109 Proof Event: 15 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Information about the Company
The Board announced on 20 February 2026 that it that it has agreed a proposed
combination with BlackRock Smaller Companies Trust plc by means of a section
110 scheme of reconstruction. Further details are set out in the Chairman’s
statement on pages 8 to 12 and in the Circular which can be accessed using the QR
code here, or on the Company’s website at www.blackrock.com/uk/thrg.
General enquiries about the Company should be directed to the Company Secretary
at: cosec@blackrock.com.
Use the QR code
above to take you
to the Company’s
website where
you can sign up to
monthly insights
and factsheets.
Section 1: Overview 1
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Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The above financial highlights are at 30 November 2025 and percentage comparisons are against 30 November 2024.
¹ Alternative Performance Measures, see Glossary on pages 130 to 134.
² NAV, share price and Benchmark Index total return performance are calculated in Sterling terms with dividends reinvested. The
Benchmark Index is the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index.
Key highlights
Net asset value
(NAV) total
return
+0.7
%
1,2
Total net
assets £501.6m
Share price
discount to NAV
-8.5
%
2
2024: -13.2%
Total dividend
per share
19.00p
+5.6%
Revenue
earnings
per share
17.70p
-4.6%
Share price
total return
+6.5
%
1,2
Share price
at year end:
612.00p
Benchmark
Index total
return
+10.1
%
2
for the year ended 30 November 2025
Hochschild Mining, pictured on the front cover, is a precious metals specialist with a primary focus on the exploration, mining,
processing and sale of silver and gold. The company operates three mines: Inmaculada in Peru, San Jose in Argentina and
Mara Rosa (pictured opposite) in Brazil. Our holding was boosted late in the year on the back of strong precious metals prices,
particularly silver.
PHOTOS COURTESY OF HOCHSCHILD MINING
2 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Section 1: Overview
Key highlights 1
Performance record 3
Ten year record 4
Section 2: Strategic report
Chairman’s statement 8
Investment Manager’s report 13
Portfolio of investments 18
Fair value and gross market exposure of investments 23
Distribution of investments 24
Analysis of the portfolio 25
Business review 27
Section 172 statement 36
Environmental, Social and Governance 42
BlackRock Active Investment Stewardship 43
Section 3: Governance
Governance structure 48
Directors’ biographies 49
Corporate governance statement 52
Directors’ report 59
Report of the remuneration committee 68
Directors’ remuneration policy 72
Report of the Audit Committee 74
Statement of Directors’ responsibilities in respect of
the Annual Report and Financial Statements 79
Section 4: Financial statements
Independent Auditor’s Report 84
Statement of Comprehensive Income 90
Statement of Changes in Equity 91
Statement of Financial Position 92
Cash Flow Statement 93
Notes to the Financial Statements 94
Section 5: Additional information
Shareholder information 122
Analysis of ordinary shareholders 126
Ten year record 127
Management and other service providers 128
Information to be disclosed in accordance with
Listing Rule 6.6.1 129
Glossary 130
Section 6: Annual general meeting
Notice of annual general meeting 138
Contents
Financial
highlights
Portfolio
Investment
Manager’s report
Chairman’s
statement
Financial
statements
Section 1: Overview 1
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The above financial highlights are at 30 November 2025 and percentage comparisons are against 30 November 2024.
¹ Alternative Performance Measures, see Glossary on pages 130 to 133.
² NAV, share price and Benchmark Index total return performance are calculated in Sterling terms with dividends reinvested. The
Benchmark Index is the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index.
Key highlights
Net asset value
(NAV) total
return
+0.7
%
1,2
Total net
assets £501.6m
Share price
discount to NAV
-8.5
%
2
2024: -13.2%
Total dividend
per share
19.00p
+5.6%
Revenue
earnings
per share
17.70p
-4.6%
Share price
total return
+6.5
%
1,2
Share price
at year end:
612.00p
Benchmark
Index total
return
+10.1
%
2
for the year ended 30 November 2025
Hochschild Mining, pictured on the front cover, is a precious metals specialist with a primary focus on the exploration, mining,
processing and sale of silver and gold. The company operates three mines: Inmaculada in Peru, San Jose in Argentina and
Mara Rosa (pictured opposite) in Brazil. Our holding was boosted late in the year on the back of strong precious metals prices,
particularly silver.
PHOTOS COURTESY OF HOCHSCHILD MINING
18 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Portfolio of investments
1
XPS Pensions Group (2024: n/a)
Financial Services
Market value: £18,492,000
Share of net assets: 3.7% (2024: n/a)
Pension consulting and administration business
2
Rosebank
1
(2024: 96th)
Financial Services
Market value: £15,403,000
2
Share of net assets: 3.1% (2024: 0.4%)
Industrial company with a “Buy, improve, sell” strategy
3
Boku
1
(2024: 16th)
Support Services
Market value: £15,380,000
Share of net assets: 3.1% (2024: 2.0%)
Digital payments platform
4
Morgan Sindall (2024: 15th)
Construction & Materials
Market value: £15,279,000
Share of net assets: 3.0% (2024: 2.1%)
Supplier of office fit out, construction and urban regeneration
services
5
Tatton Asset Management
1
(2024: 3rd)
Financial Services
Market value: £14,875,000
Share of net assets: 3.0% (2024: 2.8%)
Provision of discretionary fund management services to the IFA
market
1
Traded on the Alternative Investment Market (AIM) of the London Stock Exchange.
2
Includes long derivative positions.
Percentages shown are the share of net assets.
The market value shown is the gross exposure to the shares through equity investments and long derivative positions. For
equity investments, the market value is the fair value of the shares. For long derivative positions, it is the market value of the
underlying shares to which the portfolio is exposed via the contract.
Percentages in brackets represent the portfolio holding as at 30 November 2024. Arrows indicate the change in relative
ranking of the position in the portfolio compared to its ranking as at 30 November 2024.
6
Serco Group (2024: n/a)
Support Services
Market value: £14,676,000
Share of net assets: 2.9% (2024: n/a)
Provider of public services across health, transport, immigration,
defence, justice and citizen services
7
Great Portland Estates (2024: 8th)
Real Estate Investment Trusts
Market value: £12,889,000
2
Share of net assets: 2.6% (2024: 2.6%)
Owner of commercial real estate in central London
8
IntegraFin (2024: 2nd)
Financial Services
Market value: £12,237,000
Share of net assets: 2.4% (2024: 3.1%)
UK savings platform for financial advisors
9
Rotork (2024: 4th)
Electronic & Electrical Equipment
Market value: £10,693,000
Share of net assets: 2.1% (2024: 2.8%)
Manufacturer of industrial flow equipment
10
IG Group Holdings (2024: 29th)
Financial Services
Market value: £10,394,000
Share of net assets: 2.1% (2024: 1.3%)
Online provider of spread betting and CFD trading services
Section 2: Strategic report 13
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Investment
Manager’s
report
For the 12 months ended 30 November 2025
Market review and investment performance
What a year! This is probably the most challenging one of my career. When I started drafting this report it struck me just how
many challenges we have faced over the course of the year. Geopolitical tensions, from Trump’s tariff escalations and various
retaliations across the globe, tech rotations, defence spending reforms across Europe, lower inflation, and the first meaningful
signs of a global easing cycle.
In the UK, the lack of growth, persistent inflation, and increasingly precarious fiscal position, combined with Labour’s constant
U-turns, and growing public frustration, have not been conducive to a healthy consumer spending environment or a stimulant
for businesses to invest. The chancellor announced her long anticipated budget, and whilst there was some relief there was no
repeat of last year’s badly conceived national insurance hike, there was precious little to be cheerful about in a further £26bn of
tax rises. Against this backdrop, UK large caps continued to outperform small and mid-caps, with little optimism on the horizon
to turn the dire flow picture facing the market (discussed further below).
Performance in the second half of the financial year continued to trail the benchmark. Our NAV was up 3.0% however, this
compared to our benchmark return of 6.5%. This resulted in the Company delivering a return of 0.7% for the full year to 30
November 2025 and underperforming the benchmark return of 10.1%. While in absolute terms, the small positive return was
an improvement on the result reported at the interim in May, the extent of the underperformance relative to the benchmark
was disappointing and frustrating as we do not feel this necessarily reflects the underlying performance of the holdings or
positioning of the Company through the financial year.
All readers will be well versed in the narrative coming from the US. A narrow market, with the overall outstanding market return
in recent years being driven by a select few tech and AI related shares, namely the “Magnificent 7”. Also, although perhaps
less well communicated, is the challenge for active stock pickers to outperform a market that is so narrowly focused, which
has seen US and Global benchmarks delivering top decile performance in recent years, far outperforming the average active
manager. But this narrowness is not just a US phenomenon. Returns in UK large caps, as well as small and mid caps have
been unusually narrow. Key features of the market during the last financial year has been the outperformance of value versus
growth, and the underperformance of quality. Both of which have caused a significant headwind to our quality growth
focused investment philosophy. To put some of these headwinds discussed into some context:
• 100% of the benchmark’s return over the last 12 months was generated by only 30 shares! More remarkable, when one
considers the benchmark comprises of over 1000 companies.
• Sadly, 60% of the companies in the benchmark underperformed through the year.
Dan Whitestone
Investment Manager
8 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Dear Shareholder,
Future of the Company
On 20 February this year, your Board announced that the Company had, subject to shareholder approval, agreed a proposed
combination of assets (the “Combination”) with BlackRock Smaller Companies Trust plc (‘BRSC’) to create the largest
growth-focused UK Smaller Companies trust in the investment trust sector. A Circular to shareholders (the “Circular”)
giving information on, and reasons for, the Combination was sent to shareholders on 23 February to convene the necessary
general meetings to seek shareholder approval. It is currently anticipated that the Combination will become effective around
16 April 2026.
The Combination offers a number of attractions to shareholders which are set out below under ‘Board review and benefits
of the Combination’ and in the Circular which can be found on the Company’s website at www.blackrock.com/uk/thrg. Not
only will the Combination consolidate BRSC’s position as the largest growth-focused UK Smaller Companies trust in the
investment trust sector but it will also deliver greater scale and improved liquidity for shareholders as well as cost efficiencies
through reduced management fees and a lower operating charges ratio (with fixed expenses spread over a larger asset base).
The combined company will benefit from an enlarged portfolio management team with Roland Arnold as lead portfolio
manager, joined by Dan Whitestone, the current portfolio manager of the Company, as co-manager. Shareholders will also
benefit from a value realisation opportunity at close to NAV through the cash exit which is being offered (for up to 38% of
the Company’s issued share capital excluding treasury shares), and shareholders that remain invested in the enlarged entity
will also benefit from the introduction of a triennial 100 per cent. conditional tender offer, linked to performance against
the benchmark.
The Combination brings together two similar investment companies with portfolio overlap of over 75 per cent. and a
deep investment heritage spanning several decades and investment cycles. The Combined entity will provide continuing
shareholders in both companies with continued exposure to a diverse range of high-quality, growth orientated UK Smaller
Companies, with net assets of approximately £780 million in aggregate.
Performance
Over the year ended 30 November 2025 the Company’s NAV per share increased by 0.7% and the share price increased by
6.5%, underperforming the benchmark return of 10.1%. Although the portfolio delivered a modest increase in absolute terms,
the underperformance compared with our benchmark was disappointing; particularly so given our portfolio manager has
reported that many of our holdings performed strongly but this was often not reflected in share prices.
Notwithstanding this fact, your Board believes that the Company’s current approach remains valid, with a strong rationale
for investors to seek exposure to domestic companies with good earnings growth, resilient balance sheets and minimal debt,
of the type that your Manager invests in. It is worth noting that over the longer term the small cap universe has delivered
significant value to investors: since 1955 the annualised returns from the Deutsche Numis Smaller Companies index vs the
Deutsche Numis Large Cap Index (all excluding investment companies) were 14.1% and 11.2%, respectively. Compounded
James Will
Chairman
Chairman’s statement
Strategic report
The Directors present the Strategic Report of the Company for the year ended 30 November 2025.
90 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Statement of Comprehensive Income
for the year ended 30 November 2025
2025 2024
Notes Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Income from investments held at fair value through profit
or loss 3 13,762 18 13,780 16,070 518 16,588
Net income from derivatives 3, 11 252 – 252 1,024 – 1,024
Other income 3 1,571 – 1,571 1,569 – 1,569
Total income 15,585 18 15,603 18,663 518 19,181
Net (loss)/profit on investments held at fair value through
profit or loss 10 – (11,294) (11,294) – 59,598 59,598
Net profit/(loss) on foreign exchange – 13 13 – (61) (61)
Net (loss)/profit from derivatives 11 – (10,644) (10,644) – 12,839 12,839
Total 15,585 (21,907) (6,322) 18,663 72,894 91,557
Expenses
Investment management and performance fees 4 (544) (1,010) (1,554) (644) (3,524) (4,168)
Other operating expenses 5 (1,001) (26) (1,027) (922) (21) (943)
Total operating expenses (1,545) (1,036) (2,581) (1,566) (3,545) (5,111)
Net profit/(loss) before finance costs and taxation 14,040 (22,943) (8,903) 17,097 69,349 86,446
Finance costs 6 (17) (51) (68) (24) (73) (97)
Net profit/(loss) before taxation 14,023 (22,994) (8,971) 17,073 69,276 86,349
Taxation charge 7 (74) – (74) (27) – (27)
Net profit/(loss) for the year 13,949 (22,994) (9,045) 17,046 69,276 86,322
Earnings/(loss) per ordinary share (pence) 9 17.70 (29.18) (11.48) 18.54 75.37 93.91
The total columns of this statement represent the Company’s Statement of Comprehensive Income, prepared in accordance
with UK-adopted International Accounting Standards (IASs). The supplementary revenue and capital accounts are both
prepared under guidance published by the Association of Investment Companies (AIC). All items in the above statement derive
from continuing operations. No operations were acquired or discontinued during the year. All income is attributable to the
equity holders of the Company.
The Company does not have any other comprehensive income/(loss) (2024: £nil). The net profit/(loss) for the year disclosed
above represents the Company’s total comprehensive income/(loss).
The notes on pages 94 to 119 form part of these Financial Statements.
Page
1
Page
8
Page
13
Page
18
Page
90
Section 1: Overview 3
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Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2024 T: 0207 055 6500 F: 020 7055 6600
Performance record
As at
30 November
2025
As at
30 November
2024
Net assets (£’000)
1
501,618 595,908
Net asset value per ordinary share (pence) 668.53 682.82
Ordinary share price (pence) 612.00 593.00
Benchmark Index
2
18,494.13 16,794.26
Discount to cum income net asset value
3
(8.5)% (13.2)%
Performance (with dividends reinvested)
For the year
ended
30 November
2025
For the year
ended
30 November
2024
Net asset value per share
3
0.7% 16.3%
Ordinary share price
3
6.5% 5.0%
Benchmark Index
2
10.1% 14.1%
Average discount to cum income net asset value for the year
3
(10.5)% (9.3)%
Performance (with dividends reinvested)
Performance
for the ten years
to 30 November
2025
Performance
for the ten years
to 30 November
2024
Net asset value per share
3
105.1% 150.9%
Ordinary share price
3
119.8% 163.7%
Benchmark Index
2
59.6% 62.1%
For the year
ended
30 November
2025
For the year
ended
30 November
2024
Change
%
Revenue
Net revenue profit after taxation (£’000) 13,949 17,046 (18.2)
Revenue earnings per ordinary share (pence)
4
17.70 18.54 (4.6)
Dividends per ordinary share (pence)
Interim 3.80 3.75 1.3
Second Interim 15.20 14.25 6.7
Total dividends payable/paid 19.00 18.00 5.6
-45
-30
-15
0
15
30
45
Benchmark Index
2
Ordinary share priceNAV per share
Annual performance figures to 30 November change %, calculated in Sterling terms with dividends reinvested.
Sources: BlackRock and LSEG Datastream.
6.3
7.3
(2.1)
21.3
33.9
43.8
(9.0)
(17.5)
(31.1)
(35.5)
(6.0)
(2.3)
(0.8)
(2.7)
1.8
8.0
3.8
9.1
8.2
24.5
37.0
38.8
24.4
42.8
2025
%
2016 2017 2018 2019 2020 2021 2022 2023 2024
14.1
16.3
10.1
0.7
6.5
5.0
Annual performance for the ten years to 30 November 2025
1
The change in net assets reflects portfolio movements, shares repurchased and dividends paid during the year.
2
The Company’s Benchmark Index is the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index.
With effect from 22 March 2018, the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index
replaced the Deutsche Numis Smaller Companies excluding AIM (excluding Investment Companies) Index as the Company’s
Benchmark Index. The performance of the Benchmark Indices during these periods has been blended to reflect these changes.
3
Alternative Performance Measures, see Glossary on pages 130 to 134.
4
Further details are given in the Glossary on page 133.
4 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
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1
Alternative Performance Measures, see Glossary on pages 130 to 134.
626.1
600.7
682.8
668.5
412.3
542.7
519.1
634.1
681.2
921.9
NAV per share (p)
2025202420232022202120202019201820172016
Ordinary share price per share (p)
2025202420232022202120202019201820172016
579.0
593.0
612.0
325.0
457.5 457.0
640.0
682.0
935.0
595.0
(3.6)
(5.0)
(13.2)
(8.5)
(21.2)
(15.7)
(12.0)
0.9
1.4
0.1
Share price (discount)/premium to NAV
1
(%)
2025202420232022202120202019201820172016
5.0%
Compound annual
growth rate over the
ten year period
Dividends per share (p)
2025202420232022202120202019201820172016
11.10
14.75
18.00
+16.3
19.00
7.50
9.00
10.00
10.20
-2.3
+0.7
+7.3
+33.9
+37.0
-2.7
-31.1
+24.4
+9.1
Change in NAV per share (with dividends reinvested)
1
(%)
2025202420232022202120202019201820172016
9.7%
Compound annual
growth rate over the
ten year period
6.5%
Compound annual
growth rate over the
ten year period
10.20
10.50
Ten year record
4 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
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We added to our investment in Rosebank Industries during the year. The company
applies a “Buy, Improve, Sell” model to the acquisition of businesses in the industrial or
manufacturing sectors in the UK, North America and Europe.
PHOTO COURTESY OF ROSEBANK INDUSTRIES / ELECTRICAL COMPONENTS INTERNATIONAL
Section 1: Overview and performance 9
Strategic
report
8 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Dear Shareholder,
Future of the Company
On 20 February this year, your Board announced that the Company had, subject to shareholder approval, agreed a proposed
combination of assets (the “Combination”) with BlackRock Smaller Companies Trust plc (‘BRSC’). A Circular to shareholders
(the “Circular”) giving information on, and reasons for, the Combination was sent to shareholders on 23 February to convene
the necessary general meetings to seek shareholder approval. It is currently anticipated that the Combination will become
effective around 16 April 2026.
The Combination offers a number of attractions to shareholders which are set out below under ‘Board review and benefits
of the Combination’ and in the Circular which can be found on the Company’s website at www.blackrock.com/uk/thrg. Not
only will the Combination consolidate BRSC’s position as the largest growth-focused UK Smaller Companies trust in the
investment trust sector but it will also deliver greater scale and improved liquidity for shareholders as well as cost efficiencies
through reduced management fees and a lower operating charges ratio (with fixed expenses spread over a larger asset base).
The combined company will benefit from an enlarged portfolio management team with Roland Arnold as lead portfolio
manager, joined by Dan Whitestone, the current portfolio manager of the Company, as co-manager. Shareholders will also
benefit from a value realisation opportunity at close to NAV through the cash exit which is being offered (for up to 38% of
the Company’s issued share capital excluding treasury shares), and shareholders that remain invested in the enlarged entity
will also benefit from the introduction of a triennial 100 per cent. conditional tender offer, linked to performance against
the benchmark.
The Combination brings together two similar investment companies with portfolio overlap of over 75 per cent. and a
deep investment heritage spanning several decades and investment cycles. The Combined entity will provide continuing
shareholders in both companies with continued exposure to a diverse range of high-quality, growth orientated UK Smaller
Companies, with net assets of approximately £780 million in aggregate.
Performance
Over the year ended 30 November 2025 the Company’s NAV per share increased by 0.7% and the share price increased by
6.5%, underperforming the benchmark return of 10.1%. Although the portfolio delivered a modest increase in absolute terms,
the underperformance compared with our benchmark was disappointing; particularly so given our portfolio manager has
reported that many of our holdings performed strongly but this was often not reflected in share prices.
Notwithstanding this fact, your Board believes that the Company’s current approach remains valid, with a strong rationale
for investors to seek exposure to domestic companies with good earnings growth, resilient balance sheets and minimal debt,
of the type that your Manager invests in. It is worth noting that over the longer term the small cap universe has delivered
significant value to investors: since 1955 the annualised returns from the Deutsche Numis Smaller Companies index vs the
Deutsche Numis Large Cap Index (all excluding investment companies) were 14.1% and 11.2%, respectively. Compounded
James Will
Chairman
Chairman’s statement
Strategic report
The Directors present the Strategic Report of the Company for the year ended 30 November 2025.
Section 2: Strategic report 9
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
up over 71 years, the returns from smaller companies in particular have generated exceptional levels of wealth for investors.
Excluding taxes and trading costs, £1 invested in the Company’s benchmark would have grown to £11,312 by the end of 2025
compared to just £1,900 for the Deutsche Numis Large Cap index.
The Company’s longer-term performance is set out in the table below; over the ten years ended 30 November 2025, the
Company’s NAV and share price returned +105.1% and +119.8% respectively, compared to the Benchmark Index return of
+59.6%. Further information on the Company’s performance is set out in the Investment Manager’s Report on pages 13 to 16.
Performance record to 30 November 2025 (with dividends reinvested)
1 Year change % 3 Years change % 5 Years change % 10 Years change %
NAV per share
0.7 14.5 8.1 105.1
Share price
6.5 10.9 -0.6 119.8
Benchmark Index
10.1 18.2 21.4 59.6
Revenue return and dividends
The revenue return per share for the year amounted to 17.70 pence per share, compared to 18.54 pence per share in the prior
year. This small decrease of 4.6% is as a result of lower dividends received from portfolio companies and lower net income
from derivative positions compared to the prior year.
Notwithstanding the Combination proposals, the Company’s current dividend policy will remain unchanged until the
Combination is implemented, although the timing of any dividend payments may vary from previous years and for the current
year the second dividend will be declared as a further interim dividend rather than a final dividend to avoid any delay in
payment to shareholders.
The Board recognises that, although the Company’s objective is capital growth, shareholders value consistency of dividends
paid by the Company. With this in mind, the Directors are pleased to declare a second interim dividend in respect of the year
to 30 November 2025 of 15.20 pence (2024: a final dividend of 14.25p). This, together with the interim dividend of 3.80 pence
per share paid on 5 September 2025, gives a total dividend for the year of 19.00 pence per share, increasing the total dividend
distributed to shareholders compared to the prior financial year by 5.6%. The second interim dividend will be paid on 2 April
2026 to shareholders who are on the Company’s register on 13 March 2026.
Should the Combination be approved, a further dividend will also need to be paid out in respect of earnings between
1 December 2025 and the Combination implementation date (expected to be 16 April 2026) to ensure that the Company is
compliant with investment trust tax regulations. The Board hereby declares a pre-liquidation dividend of 5.50p per ordinary
share to be paid on 2 April 2026, to shareholders who are on the Company’s register on 13 March 2026.
Share buyback activity
Over the year to 30 November 2025, the Company’s share rating traded at an average discount of 10.5% to NAV and ended the
period at a discount of 8.5% (2024: 13.2%). This compares with the weighted average discount of the UK smaller companies
peer group which ended the period at an average discount to NAV of 11.9%.
During the period under review, the Company bought back a total of 12,238,500 ordinary shares for a total consideration of
£70,833,000. Since 30 November 2025 and up to the latest practicable date of 25 February 2026, no shares have been bought
back into treasury. As at 25 February 2026, the Company’s shares were trading at a discount of 9.4% versus an average
discount for the rest of the peer group of 9.2%. All shares were bought back at a discount to the prevailing NAV and were
therefore accretive to existing shareholders.
Overall, the Board believes that the share buyback activity undertaken has been beneficial in reducing the volatility of our share
rating and delivering NAV accretion. Your Board will continue to monitor the Company’s share rating and may deploy its powers
to support it by buying back the Company’s shares where it believes that it is in shareholders’ long-term best interests to do so.
Board review and benefits of the Combination
In reaching its decision to propose the Combination, and as part of its continued focus on driving long-term Shareholder
value, the Board, with the support of Stanhope Consulting, undertook an extensive sector-wide review which included an
analysis of the strategies and performance of peer group companies and an assessment of all the options available to
the Company. Based on the results of this review and regular engagement with Shareholders, the Board concluded that
the Combination is in Shareholders’ best interests. In reaching its conclusions the Board note a range of attractions to a
combination with BRSC, as set out below:
10 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
• Scale: The enlarged BRSC is expected to have net assets of approximately £780 million (on the basis of the trusts’ respective net
asset values as at 16 February 2026 and assuming full take up of both the cash option and the BRSC tender offer). This increased
scale is expected to improve secondary market liquidity for continuing Shareholders, support the marketability of the enlarged
BRSC and provide the BRSC Board with additional flexibility in pursuing discount control initiatives.
• Continuity: shareholders in the enlarged BRSC will see benefits from the effective continuity of Investment Manager and
closed-ended structure. These include:
– Combined portfolio manager expertise: Building on a combined investment track record spanning several decades and
investment cycles, the enlarged BRSC will bring together two highly experienced, well-regarded UK small-cap managers,
Roland Arnold and Dan Whitestone, who have collaborated for over 10 years, and will co-manage a clear and distinct
investment strategy, remaining disciplined in their investment philosophy and process that have proven successful over
the long term.
– Portfolio of quality growth companies: the enlarged BRSC will create a single BlackRock-managed UK smaller companies
trust, merging two diversified portfolios with approximately 75 per cent. overlap as at 31 January 2026. The Enlarged
BRSC will continue to prioritise quality growth companies driven by strong management teams, leading market positions,
pricing power, robust balance sheets, healthy margins, strong earnings growth and high levels of cash conversion.
– Closed-ended vehicle: the investment trust structure will continue to allow for investment in less liquid securities, where a
longer-term investment horizon and the ability to invest patiently is often required, and will continue to offer the ability to
smooth dividend payments over time, to use gearing and to uphold strong governance standards through an independent
board of directors.
– Attractive dividend policy: the enlarged BRSC’s dividend policy is expected to build on the track record achieved by BRSC,
categorised as a ‘Dividend Hero’ by the AIC as a result of delivering annual dividend growth for more than 20 years. With
effect from 1 March 2026, BRSC intends to pay dividends on a quarterly basis.
• Compelling long-term prospects: the Board and BlackRock believe UK smaller companies have the potential to outperform
their larger counterparts over the long-term, consistent with the 2.8 per cent. annualised outperformance over the period
December 1955 to January 2026, and believe in the enlarged BRSC’s ability to outperform its benchmark (being the
Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index) over the long-term.
– Both the Company and BRSC have outperformed the Deutsche Numis Smaller Companies plus AIM (excluding
Investment Companies) Index over the last 10 years to 31 January 2026, having delivered NAV total returns of
approximately 129 per cent. and 97 per cent., respectively, compared to the benchmark return of approximately 86 per
cent.
– The sector has faced significant challenges over the last few years, caused by greater outflows leading to significant
under-valuation, which has impacted short term performance. However, UK smaller companies continue to display robust
fundamentals and good long-term growth prospects. Given investment cycle trends, the portfolio managers are confident
that there remain significant opportunities within the asset class for the patient investor.
– The Board and BlackRock believe that the Combination strongly positions the enlarged BRSC to capitalise on any change
in sentiment towards UK smaller companies.
• Initial cash exit opportunity: while the Board believes the benefits and strategic rationale of the Combination are
compelling for continuing Shareholders, all Shareholders will be offered a cash exit opportunity in connection with the
scheme, subject to a 1 per cent. discount, for up to 38 per cent. of the Company’s issued share capital (excluding shares held
in treasury).
• Triennial conditional exit opportunity: subject to completion of the Combination, the enlarged BRSC will offer a
triennial performance-related tender offer for up to 100 per cent. of its issued share capital (excluding shares held in
treasury) at a 4 per cent. discount to NAV (less costs), which will be triggered if the enlarged BRSC underperforms its
benchmark, the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index, over the relevant
performance period.
Chairman’s statement
continued
Section 2: Strategic report 11
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
• Reduced management fees: subject to completion of the Combination, BlackRock has agreed to a reduction in the annual
management fee payable by the enlarged BRSC to: 50 bps on NAV up to £500 million; 47.5 bps on NAV in excess of £500
million and up to £750 million; and 45 bps on NAV in excess of £750 million. This will be the lowest management fee for
investment companies in the AIC’s UK Smaller Companies sector that do not have a performance fee.
• BlackRock Cost Contribution: continuing shareholders will be materially, if not entirely, insulated from the costs of the
Proposals as a result of the application of the BlackRock Cost Contribution, by way of a fee waiver equal to six months of the
reduced management fee that would otherwise be payable by the enlarged BRSC following implementation of the Scheme
based on the estimated Net Asset Value of the enlarged BRSC as at the calculation date.
• Lower ongoing charges: The proposals will reduce fixed costs proportionately to NAV and, in combination with the reduced
management fees, deliver a competitive OCR for the enlarged BRSC estimated to be 0.63 per cent. (which excludes the
benefit of the BlackRock Cost Contribution) compared to BRSC’s OCR of 0.76 per cent. and THRG’s average OCR over
the last five years to 30 November 2025 of 0.82 per cent. with performance fees included. This will be the lowest OCR for
investment companies in the AIC’s UK Smaller Companies sector that do not have a performance fee.
Timescale
The Combination will be subject to approval by shareholders of both the Company and BRSC, in addition to regulatory and tax
approvals. The Company and BRSC have each received an irrevocable undertaking from Saba Capital representing 17.8% of
the Company’s issued share capital and 10.4% of BRSC’s issued share capital (excluding treasury shares) and letters of intent
or indicators of support representing an additional 12.0% of the Company’s issued share capital and 23.9% of BRSC’s issued
share capital (excluding treasury shares) in support of the Combination.
A circular setting out details of the Combination and convening General meetings to approve the Combination, has been
posted to shareholders on 23 February, and can also be found on the Company’s website at www.blackrock.com/uk/thrg. It is
anticipated that the Combination will be implemented in mid-April 2026, with shareholders electing for the cash exit to receive
their proceeds in approximately eight weeks. In the event of the Combination being implemented, it is intended that Mrs Nash
and Mrs Lane, each Non executive Directors of the Company, will join the five existing BRSC Directors on the Board of the
enlarged company.
Annual General Meeting
The Company’s AGM will be held on Thursday, 26 March 2026 at 10.15 a.m. or, if later, immediately after the conclusion or
adjournment of the General Meeting of the Company to be held on the same day. In light of the Combination proposals,
the Board has also convened a separate General Meeting on this date to approve the combination proposals and details
of the notice of General Meeting can be found in the Combination circular which is available on the Company’s website at
www.blackrock.com/uk/thrg.
Given the timing of the general meeting at which shareholders are being asked to vote on the Combination proposals, the
Board, in conjunction with the BRSC Board, have arranged a video to be recorded in which myself and the Chair of BRSC,
Ronald Gould, will provide an overview of the transaction, following which the portfolio managers of the combined entity,
Roland Arnold and Dan Whitestone, will provide an update for investors on the strategy for the combined entity on a forward
looking basis. We have also produced a Shareholder Information document which can also be found on our website at the
following link blackrock-throgmorton-trust-plc-shareholder-information-2026.pdf. In light of the recommended proposals
to combine the Company with BRSC (as set out above) this year’s AGM will be a short, technical meeting, required to be held
in accordance with the Companies Act 2006. As such, there will not be the usual Manager’s presentation with refreshments
following the AGM. If you cannot attend in person we encourage you to vote in advance by completing and returning your
Form of Proxy. Voting at the Annual General Meeting will be by way of a Poll.
The Board considers that the resolutions being proposed at the AGM are in the best interest of the Company’s shareholders as
a whole. The Board therefore recommends unanimously to shareholders that they vote in favour of each of the resolutions, as
the Directors intend to do in respect of their own beneficial holdings.
12 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Outlook
Since the Company’s year end, and up to 25 February 2026, the Company’s NAV had increased by 7.5% compared to an
increase in the benchmark of 5.7%.
2025 has been a challenging year for markets in general and the UK SMID market has not been immune with sustained
outflows and economic uncertainty all putting pressure on share prices throughout the sector, de-coupling these from
underlying company fundamentals. Notwithstanding these challenging dynamics, your Board and Manager believe that the
asset class (and the Company’s portfolio) offers significant value for investors that are prepared to take a longer-term view.
The Emerging Companies team at BlackRock seeks out quality companies with strong market positioning and earnings
growth, and the Board is confident in the Manager, the portfolio managers and BlackRock Emerging Companies investment
team to run the Combined entity going forward to deliver the long-term compelling opportunities that UK smaller companies
can offer investors.
JAMES WILL
Chairman
27 February 2026
Chairman’s statement
continued
Section 2: Strategic report 13
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Investment
Manager’s
report
For the 12 months ended 30 November 2025
Market review and investment performance
What a year! This is probably the most challenging one of my career. When I started drafting this report it struck me just how
many challenges we have faced over the course of the year. Geopolitical tensions, from Trump’s tariff escalations and various
retaliations across the globe, tech rotations, defence spending reforms across Europe, lower inflation, and the first meaningful
signs of a global easing cycle.
In the UK, the lack of growth, persistent inflation, and increasingly precarious fiscal position, combined with Labour’s constant
U-turns, and growing public frustration, have not been conducive to a healthy consumer spending environment or a stimulant
for businesses to invest. The chancellor announced her long anticipated budget, and whilst there was some relief there was no
repeat of last year’s badly conceived national insurance hike, there was precious little to be cheerful about in a further £26bn of
tax rises. Against this backdrop, UK large caps continued to outperform small and mid-caps, with little optimism on the horizon
to turn the dire flow picture facing the market (discussed further below).
Performance in the second half of the financial year continued to trail the benchmark. Our NAV was up 3.0% however, this
compared to our benchmark return of 6.5%. This resulted in the Company delivering a return of 0.7% for the full year to 30
November 2025 and underperforming the benchmark return of 10.1%. While in absolute terms, the small positive return was
an improvement on the result reported at the interim in May, the extent of the underperformance relative to the benchmark
was disappointing and frustrating as we do not feel this necessarily reflects the underlying performance of the holdings or
positioning of the Company through the financial year.
All readers will be well versed in the narrative coming from the US. A narrow market, with the overall outstanding market return
in recent years being driven by a select few tech and AI related shares, namely the “Magnificent 7”. Also, although perhaps
less well communicated, is the challenge for active stock pickers to outperform a market that is so narrowly focused, which
has seen US and Global benchmarks delivering top decile performance in recent years, far outperforming the average active
manager. But this narrowness is not just a US phenomenon. Returns in UK large caps, as well as small and mid caps have
been unusually narrow. Key features of the market during the last financial year has been the outperformance of value versus
growth, and the underperformance of quality. Both of which have caused a significant headwind to our quality growth
focused investment philosophy. To put some of these headwinds discussed into some context:
• 100% of the benchmark’s return over the last 12 months was generated by only 30 shares! More remarkable, when one
considers the benchmark comprises of over 1000 companies.
• Sadly, 60% of the companies in the benchmark underperformed through the year.
Dan Whitestone
Investment Manager
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
• Of the top 30 shares that generated 100% of the benchmark’s return, they include 6 companies that were bid for, 6x
resource companies, and 6x value financials. Holders should know that resources and esoteric value financials are not in
our wheelhouse, and not what shareholders in the Company would/should expect us to have exposure to. As for the bids,
we owned one (Alpha Group) but not the others.
• Frustratingly, many of our investments have executed well through the financial year, beating and raising for the majority;
indeed our net upgrade/downgrade ratio (number of shares in long book upgrading versus downgrading) is almost double
the average of the benchmark.
• Unfortunately, despite the positive earnings revisions many of our shares have delivered, it has not translated into rising
share prices, so many investments have ended the year cheaper than where they started, we think due to the persistent
outflows we have witnessed.
To provide some context for the outflow environment facing the UK SMID universe, UK small and mid-cap total AUM shrank by
14% purely from outflows in the last 12 months, following c.7% and c.12% in the prior two years.
While there were of course the stylistic headwinds, discussed above to contend with during the year, as is always the case,
there were also some stock specifics that detracted as well. The largest detractor during the year was Just Group, the financial
services business which received an offer from Brookfield Wealth Solutions at a massive 75% premium. Frustratingly, this is
a share that we had been both long and short during the period. We decided to go short as we saw challenges in the size and
DevOps software provider J-Frog released excellent Q3 earnings and
continues its strong execution of both AI and cloud strategies, with
cloud revenue up 50%.
Section 2: Strategic report 15
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
scale of activity within the pension buyout market and we were concerned about the company’s ability to meet current market
forecasts. Shortly after the bid, the company issued a profit warning, with group profits down 23%, for the exact reasons that
we had grown concerned. If that wasn’t enough, the company profit warned again in January 2026. While the thesis to go short
was right, this was scant consolation, and the bid ended up costing c.63 bps of performance for the year.
The second biggest detractor was Breedon which has been weak due to ongoing adverse weather in the US as well as softer
trading in UK as recovery in GB volumes seems to be being pushed out to the right (again). While disappointing, we retain the
position given Breedon’s dominant market position in aggregates, strong pricing power and exposure to new growth markets
like the US. The shares languish on a single digit P/E multiple and a double digit FCF yield for what we believe are trough/near
trough earnings. When volumes recover we think the recovered earnings makes Breedon represent outstanding value, though
we accept in the very near term the outlook for the UK remains soft.
The third largest detractor, as highlighted at the half-year, was Trainline which fell on the news that Department for Transport
will begin a consultation process on the Rail Reform Bill, designed to establish Great British Railways (GBR) as the governing
body for passenger rail. While Trainline has a strong market position, built on its strong technology platform, the shares are no
longer in the benchmark and therefore we exited the holding because of the increased uncertainty.
On the positive side, while clearly the overarching headwinds faced during the year were too strong for stock specific
contributors to drive a year of outperformance, we were still able to benefit from several high-quality businesses, that were
able to deliver on their promises to investors.
Pension consulting and administration business XPS Pensions was
the largest holding at year end. In November its H1 results revealed
double-digit year-on-year revenue growth and the company continues
to take share in the pensions administration market.
PHOTO COURTESY OF XPS GROUP
16 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The largest positive contributor was Alpha Group, which was discussed at length in the half-year report. The company had
performed well on the back of strong results, with impressive revenue and profit growth, underpinned by increasing regulation,
digitalisation and its scalable technology. The shares then soared after receiving a bid from US listed Corpay, in a deal that
completed in October 2025 and valued the FX solutions provider at approximately US$ 2.2 billion. Shares in Chemring have
continued to deliver solid results (beating forecasts, record results, order book etc) whilst it has also benefitted from continued
outperformance of the Aerospace & Defence sector.
While shorts in aggregate detracted due to the large premium paid for the acquisition of Just Group, the Company was able to
benefit from some stock specific short successes, leveraging its unique toolkit to deliver a differentiated source of alpha. Short
successes during the year included a delivery-focused pizza delivery chain, which has been impacted by having too many
stores, too much competition and falling store densities impacting profitability. Other notable short contributors included a
well-known pet supplies retailer and a data analytics business.
While the decision through the year to increase exposure to non-UK listed shares was, in hindsight a little late than it should
have been, the decision was still a positive to alpha in the second half of the year. Advanced Energy Industries, a precision
power solutions provider, listed in the US, which supplies solutions used in semiconductor manufacturing and data centres,
continued to report results that were ahead of guidance, driven by increased demand for data centre solutions.
Portfolio positioning and outlook
Since reducing UK domestic exposure at the end of H1 we have made little changes to overall fund positioning. Whilst relative
performance has lagged the benchmark, as I wrote above, many of our investments continue to execute well with positive
revisions to forecasts but just haven’t really been rewarded for their efforts with a rising share price. Therefore, with the fund
getting cheaper, and the majority of shares executing well, we aren’t inclined to change, nor chase esoteric value areas of the
market that are going up on re-rating and not earnings.
We have been through periods like this before and I remind myself that upgrades don’t get de-rated forever. The Company
therefore remains focused on idiosyncratic stock positions, with differentiated propositions, where our confidence in the
underlying businesses remains as positive as ever, even if the market has yet to reflect their prospects in the share prices.
Shares like XPS, the leading pensions administrator, operating in a market that is a non-discretionary purchase for many
pension schemes, driven by regulation and risk aversion from trustees, and completely non-cyclical. XPS is taking market
share, winning larger contracts and demonstrating value, growing high single digit, expanding margins and capacity and
a willingness to do deals, saw a double digit EPS upgrade and is now trading at a multi-year low valuation 15X PE. Tatton
Asset Management also de-rated by 20% despite strong upgrades and growth, they are the market leading provider of MPS
solutions to the UK wealth management market, effectively offering a low-cost fund management solution for IFAs who
want to spend more time advising clients and less time on investment compliance and rebalancing. This fits well into the
underserved mass affluent category and has grown to be almost 7.5x in revenue since we backed Tatton at IPO in 2018. These
are just two of many names within the Company, where strong earnings delivery has not resulted in share price performance
we’d expect, but we remain confident that if we focus on bottom-up fundamentals, in time, share price performance will
eventually follow.
The outlook for the UK remains challenged, with softer growth, weaker employment and higher inflation as the effects of
Labour’s tax on jobs have now transmitted into the economy. This, coupled with a lack of confidence in the UK equity market
more broadly, has contributed to the ongoing outflows that we are seeing from the UK market, particularly small & mid-caps,
further pressuring valuations of thinly traded shares.
We remain of the view that there is compelling value on offer in the UK small and mid cap complex but concede there are
limited positive catalysts in the near term to stem the sector outflows. M&A activity is likely to continue at pace as Private
Equity and Corporates take advantage of this backdrop, whilst the broader de-equitisation from company share buyback
programmes continues.
Given the ongoing headwinds facing the asset class the gross remains at c.116% and the net came down marginally to
c.110%.
We thank you for your patience and your support.
DAN WHITESTONE
BlackRock Investment Management (UK) Limited
27 February 2026
Section 2: Strategic report 17
Job No: 103109 Proof Event: 15 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
“PULL QUOTE TO
COME”
17 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
10
7
4
1
9
6
3
8
5
2
PHOTOS COURTESY OF XPS GROUP, BOKU, MORGAN SINDALL, IG GROUP.
18 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 16 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Portfolio of investments
1
XPS Pensions Group (2024: n/a)
Financial Services
Market value: £18,492,000
Share of net assets: 3.7% (2024: n/a)
Pension consulting and administration business
2
Rosebank
1
(2024: 96th)
Financial Services
Market value: £15,403,000
2
Share of net assets: 3.1% (2024: 0.4%)
Industrial company with a “Buy, improve, sell” strategy
3
Boku
1
(2024: 16th)
Support Services
Market value: £15,380,000
Share of net assets: 3.1% (2024: 2.0%)
Digital payments platform
4
Morgan Sindall (2024: 15th)
Construction & Materials
Market value: £15,279,000
Share of net assets: 3.0% (2024: 2.1%)
Supplier of office fit out, construction and urban regeneration
services
5
Tatton Asset Management
1
(2024: 3rd)
Financial Services
Market value: £14,875,000
Share of net assets: 3.0% (2024: 2.8%)
Provision of discretionary fund management services to the IFA
market
1
Traded on the Alternative Investment Market (AIM) of the London Stock Exchange.
2
Includes long derivative positions.
Percentages shown are the share of net assets.
The market value shown is the gross exposure to the shares through equity investments and long derivative positions. For
equity investments, the market value is the fair value of the shares. For long derivative positions, it is the market value of the
underlying shares to which the portfolio is exposed via the contract.
Percentages in brackets represent the portfolio holding as at 30 November 2024. Arrows indicate the change in relative
ranking of the position in the portfolio compared to its ranking as at 30 November 2024.
6
Serco Group (2024: n/a)
Support Services
Market value: £14,676,000
Share of net assets: 2.9% (2024: n/a)
Provider of public services across health, transport, immigration,
defence, justice and citizen services
7
Great Portland Estates (2024: 8th)
Real Estate Investment Trusts
Market value: £12,889,000
2
Share of net assets: 2.6% (2024: 2.6%)
Owner of commercial real estate in central London
8
IntegraFin (2024: 2nd)
Financial Services
Market value: £12,237,000
Share of net assets: 2.4% (2024: 3.1%)
UK savings platform for financial advisors
9
Rotork (2024: 4th)
Electronic & Electrical Equipment
Market value: £10,693,000
Share of net assets: 2.1% (2024: 2.8%)
Manufacturer of industrial flow equipment
10
IG Group Holdings (2024: 29th)
Financial Services
Market value: £10,394,000
Share of net assets: 2.1% (2024: 1.3%)
Online provider of spread betting and CFD trading services
Section 2: Strategic report 19
Job No: 103109 Proof Event: 15 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
# Company £’000
1
% Description
11 FRP Advisory Group PLC
2
Support Services
10,073 2.0 Provider of forensics, corporate finance, debt and
financial advisory services
12 Goodwin
General Industrials
10,011 2.0 Mechanical and refractory engineering company
13 Alfa Financial Software
Software & Computer Services
9,998 2.0 Provider of software to the finance industry
14 Hochschild Mining
Precious Metals & Mining
9,463 1.9 A precious metals mining company
15 Genus
Pharmaceuticals & Biotechnology
9,181
3
1.8 Animal genetics company
16 Chemring Group
Aerospace & Defence
9,028 1.8 Provider of technology products and services to
aerospace, defence and security markets
17 Plus500 Ltd
Financial Services
8,691 1.7 Online trading platform provider
18 Bellway
Household Goods & Home Construction
8,283 1.7 UK housebuilder
19 Sigmaroc
2
Construction & Materials
8,001 1.6 Buy-and-build group targeting construction materials
assets in the UK and Northern Europe
20 Luceco
Electronic & Electrical Equipment
7,873 1.6 Supplier & manufacturer of high quality LED lighting
products
21 Craneware
2
Healthcare Equipment & Services
7,827 1.6 Provider of financial business software for US hospitals
22 Helios Towers
Telecommunications Service Providers
7,827 1.6 Provider of telecommunications infrastructure
23 Breedon
Construction & Materials
7,632 1.5 Supplier of construction materials
24 Elementis
Chemicals
7,616 1.5 Speciality chemicals company
25 Grafton Group
Support Services
7,506 1.5 Builders merchants in the UK, Ireland and Netherlands
26 AJ Bell
Financial Services
7,461 1.5 UK savings platform for financial advisors & individual
investors
27 Greencore Group
Food Producers
7,426 1.5 An international convenience food manufacturer
28 DiscoverIE
Electronic & Electrical Equipment
7,426 1.5 International designer, manufacturer and supplier of
customised electronics
29 Ithaca Energy
Oil Equipment & Services
7,285 1.5 An independent oil and gas company focused on the UK
North Sea
30 Computacenter
Software & Computer Services
7,050 1.4 Computer services
31 JTC plc
Support Services
6,745 1.3 Provider of fund administration, company secretarial and
administration, and private wealth services
32 Cranswick
Food Producers
6,564 1.3 Producer of premium, fresh and added-value food
products
33 Safestore
Real Estate Investment Trusts
6,416 1.3 Provider of self-storage units
34 Pollen Street Group
Investment Banking and Brokerage Services
6,164
3
1.2 Alternative asset management firm focused on
investments in financial and business services sectors
35 Sirius Real Estate
Real Estate Investment & Services
6,142 1.2 Owner and operator of business parks, offices and
industrial complexes in Germany
36 Porvair
Electronic & Electrical Equipment
6,092 1.2 Specialist filtration and environmental technology
37 Genuit
Construction & Materials
6,010 1.2 Manufacturer of plastic piping systems
38 Advanced Energy Industries
4
Technology Hardware & Equipment
5,782
3
1.2 Technology company
39 Oxford Biomedica
Pharmaceuticals & Biotechnology
5,758
3
1.1 Gene cell therapy
Portfolio of investments
continued
20 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 16 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
# Company £’000
1
% Description
40 TP ICAP
Financial Services
5,443 1.1 Inter-dealer broker
41 TBC Bank Group
Banks
5,332 1.1 A bank and financial services provider in Georgia
42 Oxford Instruments
Electronic & Electrical Equipment
5,331 1.1 Designer and manufacturer of tools and systems for
industry and research
43 CVS Group
2
General Retailers
5,303 1.1 Operator of veterinary surgeries
44 VSE Corporation
4
Aerospace & Defence
5,300
3
1.1 Provider of aftermarket distribution, and maintenance,
repair and overhaul services to the aviation sector
45 Mitie Group PLC
Industrial Support Services
5,244 1.0 UK strategic outsourcing and facilities management
company
46 Zotefoams
Chemicals
5,073
3
1.0 Manufacturer of polyolefin foams used in sport,
construction, marine, automation, medical equipment
and aerospace
47 OSB Group
Financial Services
5,055 1.0 Specialist lending business
48 Kier Group
Construction & Materials
4,933 1.0 UK construction, services and property group
49 SPX Technologies
4
Electronic & Electrical Equipment
4,854
3
1.0 Supplier of highly engineered products and technologies,
including heating, ventilation and air conditioning
50 4imprint Group
Media
4,844 1.0 Supplier of promotional merchandise in the US
51 Hill & Smith Holdings
Industrial Metals & Mining
4,741 0.9 Supplier of infrastructure products and galvanizing
services
52 Pan African Resources
2
Industrial Metals & Mining
4,696 0.9 Mining company offering sustainable gold production
53 Watches of Switzerland
Personal Goods
4,646 0.9 Retailer of luxury watches
54 Atalaya Mining Copper
Industrial Metals & Mining
4,632 0.9 Producer of copper and other critical metals that are
essential for economic growth and the energy transition
55 GBG
2
Software & Computer Services
4,563 0.9 Identity verification, location intelligence and fraud
prevention company
56 Telecom Plus
Electricity
4,263 0.8 UK multi-utility supplier
57 Polar Capital Holdings
2
Financial Services
4,204 0.8 Provider of investment management services
58 LPL Financial
4
Investment Banking and Brokerage Services
4,002
3
0.8 Wealth management firm
59 Bloomsbury Publishing
Media
3,922 0.8 Independent publishing house
60 Boot Barn Holdings
4
Specialty Retailers
3,839
3
0.8 Lifestyle retailer
61 Princes Group
Food Producers
3,839 0.8 Food and drink company
62 Construction Partners
4
Construction & Materials
3,642
3
0.7 Civil structure company
63 Baltic Classifieds Group
Software & Computer Services
3,642 0.7 Operator of online classified businesses in the Baltics
64 Rambus
4
Semiconductors & Semiconductor
Equipment
3,569
3
0.7 US listed chip and silicon IP producer
65 Savills
Real Estate Investment & Services
3,489 0.7 Provision of specialist real estate services
66 PayPoint
Industrial Support Services
3,488
3
0.7 Digital payments business
67 Cairn Homes
4
Household Durables
3,450
3
0.7 Builder of community apartments and homes
68 Moneysupermarket.com
Software & Computer Services
3,402 0.7 Provider of price comparison website specialising in
financial services
Portfolio of investments
continued
Section 2: Strategic report 21
Job No: 103109 Proof Event: 15 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
# Company £’000
1
% Description
69 Lancashire Holdings
Non-life Insurance
3,313 0.7 Provider of global specialty insurance and reinsurance
products
70 Lottomatica
4
Travel & Leisure
3,306
3
0.7 Gaming operator
71 Cohort Plc
2
Aerospace & Defence
3,288 0.7 Defence and security technology company
72 Costain Group PLC
Industrial Support Services
3,279 0.7 Engineering and construction company
73 Paragon Banking Group
Financial Services
3,244
3
0.6 A specialist banking group
74 Crane Co.
4
Electronic & Electrical Equipment
3,161
3
0.6 Industrial products company
75 Animalcare Group
2
Pharmaceuticals & Biotechnology
3,109 0.6 Veterinary pharmaceuticals business
76 Quilter Plc
Financial Services
2,945 0.6 A wealth management company
77 Team 17
2
Leisure Goods
2,872 0.6 UK video game developer and publisher
78 Mears Group
Industrial Support Services
2,844 0.6 UK provider of housing solutions
79 Advanced Medical Solutions
2
Healthcare Equipment & Services
2,705
3
0.5 Developer and manufacturer of advanced wound care
solutions
80 Spie
4
Construction & Materials
2,625
3
0.5 Engineering, technical services and construction
company
81 JFrog
4
Software & Computer Services
2,586 0.5 Provider of software supply chain solutions
82 Bodycote
Industrial Engineering
2,583 0.5 Provision of thermal processing services
83 Gooch & Housego
2
Electronic & Electrical Equipment
2,563 0.5 Designer and manufacturer of advanced photonic
systems
84 Ashmore Group
Financial Services
2,456 0.5 Emerging market focused investment manager
85 Trustpilot
Software & Computer Services
2,398
3
0.5 An online review platform for consumers to post reviews
about businesses and products/services
86 Jupiter Fund Management
Investment Banking and Brokerage Services
2,380 0.5 UK fund management group, managing equity and bond
investments for private and institutional investors
87 Funding Circle Holdings
Financial Services
2,364
3
0.5 Provider of funding services to small businesses
88 Cerillion
2
Software & Computer Services
2,339 0.5 Provider of billing, charging and customer management
systems
89 Restore
2
Support Services
2,329 0.5 Records management business
90 Crest Nicholson
Household Goods & Home Construction
2,290
3
0.5 UK housebuilder
91 Young & Co’s Brewery
2
Travel & Leisure
2,251 0.4 Owner and operator of pubs mainly in the London area
92 Trainline
Travel & Leisure
2,236 0.4 Provider of online rail and train ticketing services
93 AB Dynamics
2
Industrial Engineering
2,010 0.4 Developer and supplier of specialist automotive testing
systems
94 Forterra
Construction & Materials
1,808 0.4 Manufacturer of building products
95 Central Asia Metals
2
Industrial Metals & Mining
1,792
3
0.4 Production of base metals with operations in Kazakhstan
and North Macedonia
96 Dynatrace
4
Software & Computer Services
1,665
3
0.3 Software intelligence platform
97 Hilton Food Group
Food Producers
1,539 0.3 Provider of specialist food packaging services
22 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 16 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
# Company £’000
1
% Description
98 GitLab
4
Software & Computer Services
1,429
3
0.3 Software development company
99 SIG
Industrial Support Services
784 0.2 Supplier of building, roofing and insulation products
Long investment positions (excluding
BlackRock’s Institutional Cash Series plc -
Sterling Liquidity Fund)
566,883 113.4
Short investment positions (30,552) (6.1)
1
The market value shown is the gross exposure to the shares through equity investments and long derivative positions. For
equity investments, the market value is the fair value of the shares. For long derivative positions, it is the market value of the
underlying shares to which the portfolio is exposed via the contract.
2
Traded on the Alternative Investment Market (AIM) of the London Stock Exchange.
3
Includes long derivative positions.
4
Holdings listed on exchanges outside of the UK.
Percentages shown are the share of net assets.
At 30 November 2025, the Company held equity interests in two companies comprising more than 3% of a company’s share
capital as follows: Luceco (3.6%) and Tatton Asset Management (3.5%).
Portfolio of investments
continued
Section 2: Strategic report 23
Job No: 103109 Proof Event: 15 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Fair value
1
Gross market
exposure
2,3
Gross market exposure as a %
of net assets
2
£’000 £’000 2025 2024
Long equity investment positions (excluding
BlackRock’s Institutional Cash Series plc - Sterling
Liquid Environmentally Aware Fund) 474,824 474,824 94.6 93.6
Long derivative positions (1,038) 92,059 18.4 18.4
Subtotal of long investment positions 473,786 566,883 113.0 112.0
Short investment positions (232) (30,552) (6.1) (3.4)
Subtotal of long and short investment positions 473,554 536,331 106.9 108.6
Cash and cash equivalents 27,683 (35,094) (7.0) (7.3)
Other net current assets/(liabilities) 381 381 0.1 (1.3)
Net assets 501,618 501,618 100.0 100.0
The Company was geared through the use of long and short derivative positions. Gross and net gearing as at 30 November
2025 were 119.1% and 106.9% respectively (2024: 115.4% and 108.6% respectively). Gross and net gearing are Alternative
Performance Measures, see Glossary on pages 130 to 134.
1
Fair value is determined as follows:
– Long equity investment positions are valued at bid prices where available, otherwise at latest market traded quoted prices.
– The exposure to securities held through long derivative positions directly in the market would have amounted to £93,097,000 at the
time of purchase, and subsequent movement in market prices have resulted in unrealised losses on the long derivative positions of
£1,038,000 resulting in the value of the total long derivative market exposure to the underlying securities decreasing to £92,059,000 as at
30 November 2025. If the long positions had been closed on 30 November 2025, this would have resulted in a loss of £1,038,000 for the
Company.
– The notional exposure of selling the securities gained via the short derivative positions would have been £30,320,000 at the time of
entering into the contract, and subsequent movement in market prices have resulted in unrealised losses on the short derivative positions
of £232,000 resulting in the value of the total short derivative market exposure of these investments decreasing to £30,552,000 at
30 November 2025. If the short positions had been closed on 30 November 2025, this would have resulted in a loss of £232,000 for the
Company.
2
Gross market exposure for equity investments is the same as fair value; bid prices are used where available and, if unavailable, latest market
traded quoted prices are used. For both long and short derivative positions, the gross market exposure is the market value of the underlying
shares to which the portfolio is exposed via the contract.
3
The gross market exposure column for cash and cash equivalents has been adjusted to assume the Company traded direct holdings, rather
than exposure being gained through long and short derivative positions.
Fair value and gross market exposure of
investments
as at 30 November 2025
24 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 16 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Distribution of investments
as at 30 November 2025
Sector
% of
long portfolio
% of
short portfolio
% of
net portfolio
Oil, Gas & Coal 0.0 (0.3) (0.3)
Oil Equipment & Services 1.4 0.0 1.4
Oil & Gas 1.4 (0.3) 1.1
Chemicals 2.4 0.0 2.4
Construction & Materials 9.3 (0.1) 9.2
Industrial Metals & Mining 2.9 0.0 2.9
Precious Metals & Mining 1.8 0.0 1.8
Basic Materials 16.4 (0.1) 16.3
Aerospace & Defence 3.3 (0.3) 3.0
General Industrials 1.9 0.0 1.9
Electronic & Electrical Equipment 8.9 0.0 8.9
Industrial Engineering 0.9 0.0 0.9
Industrial Support Services 2.9 0.0 2.9
Support Services 10.6 0.0 10.6
Industrials 28.5 (0.3) 28.2
Beverages 0.0 0.0 0.0
Food Producers 3.6 (0.2) 3.4
Leisure Goods 0.5 0.0 0.5
Personal Goods 0.9 0.0 0.9
Consumer Staples 5.0 (0.2) 4.8
Healthcare Equipment & Services 2.0 0.0 2.0
Pharmaceuticals & Biotechnology 3.3 0.0 3.3
Health Care 5.3 0.0 5.3
Food & Drug Retailers 0.0 (0.4) (0.4)
General Retailers 1.0 (0.2) 0.8
Household Goods & Home Construction 2.0 0.0 2.0
Household Durables 0.6 (0.3) 0.3
Media 1.6 (0.2) 1.4
Specialty Retailers 0.7 (0.4) 0.3
Travel & Leisure 1.5 (0.5) 1.0
Consumer Discretionary 7.4 (2.0) 5.4
Banks 1.0 0.0 1.0
Financial Services 21.1 (2.3) 18.8
Investment Banking and Brokerage Services 2.3 0.0 2.3
Non-life Insurance 0.6 0.0 0.6
Financials 25.0 (2.3) 22.7
Real Estate Investment & Services 1.8 0.0 1.8
Real Estate Investment Trusts 3.6 0.0 3.6
Real Estate 5.4 0.0 5.4
Technology Hardware & Equipment 1.1 0.0 1.1
Semiconductors & Semiconductor Equipment 0.7 0.0 0.7
Software & Computer Services 7.2 (0.5) 6.7
Technology 9.0 (0.5) 8.5
Telecommunications Service Providers 1.5 0.0 1.5
Telecommunications 1.5 0.0 1.5
Electricity 0.8 0.0 0.8
Utilities 0.8 0.0 0.8
Total Investments 105.7 (5.7) 100.0
The above percentages are calculated on the net portfolio as at 30 November 2025. The net portfolio is calculated as long
equity and derivative positions, less short derivative positions as at 30 November 2025.
Section 2: Strategic report 25
Job No: 103109 Proof Event: 15 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
4.5%
1.1%
8.3%
24.3%
23.3%
12.7%
15.7%
-0.7%
-2.6%
£2bn – £2.5bn
£2.5bn – £5bn
£10bn+
£5bn – £10bn
£1.5bn – £2bn
£0m – £500m
1
The above investments may comprise exposures to long equity and long derivative positions.
Source: BlackRock.
Long positions
1
% of net portfolio
Short positions
-10 0 10 20 30
Market capitalisation as at 30 November 2025
£500m – £1bn
0.0%
0.0%
-0.6%
-0.6%
-0.6%
-0.7%
15.9%
£1bn – £1.5bn
-14
-1
8
0
0
35
Long positions
1
Number of positions
1
The above investments may comprise exposures to long equity and long derivative positions.
Source: BlackRock.
Short positions
£2.5m – £5m
£0m – £2.5m
£5m – £10m
£15m – £20m
-20 -10 0 10 20 30 40
Position size as at 30 November 2025
Market value
36
16
4
0
£10m – £15m
Analysis of the portfolio
26 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 16 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
FTSE 250 54.8%
FTSE AIM 19.4%
FTSE Small Cap 12.7%
Other 13.1%
Portfolio holdings within Key Benchmark Indices
Gross Basis
1
Net Basis
2
FTSE 250 50.6%
FTSE AIM 21.2%
FTSE Small Cap 14.2%
Other 14.0%
FTSE 100 0.6%
Analysis of the portfolio
continued
Within Benchmark 83.3% (2024: 78.3%)
Off-Benchmark 16.7% (2024: 21.7%)
Source: BlackRock.
1
Long exposure plus short exposure as a percentage of the portfolio in aggregate excluding investment in BlackRock’s Institutional Cash
Series plc – Sterling Liquid Environmentally Aware Fund.
Long exposure less short exposure as a percentage of the portfolio excluding investment in BlackRock’s Institutional Cash
Series plc – Sterling Liquid Environmentally Aware Fund.
2
Within Benchmark 87.3% (2024: 82.5%)
Off-Benchmark 12.7% (2024: 17.5%)
Portfolio holdings within Benchmark Index (the Deutsche Numis Smaller Companies plus AIM
(excluding Investment Companies) Index)
Net Basis
2
Gross Basis
1
Section 2: Strategic report 27
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
FTSE 250 54.8%
FTSE AIM 19.4%
FTSE Small Cap 12.7%
Other 13.1%
Portfolio holdings within Key Benchmark Indices
Gross Basis
1
Net Basis
2
FTSE 250 50.6%
FTSE AIM 21.2%
FTSE Small Cap 14.2%
Other 14.0%
FTSE 100 0.6%
Business review
Future of the Company
Shareholders’ attention is drawn to the Proposal for the combination with BlackRock Smaller Companies Trust plc detailed
under the ‘Future of the Company’ and ‘Board review and benefits of the Combination’ sections of the Chairman’s Statement
on pages 8 to 12.
Principal activities
The Company is a public company limited by shares which carries on business as an investment trust and its principal activity
is portfolio investment.
Objective
The Company’s objective is to provide shareholders with long-term capital growth and an attractive total return through
investment primarily in UK smaller and mid-capitalisation companies traded on the London Stock Exchange.
Strategy, business model, investment policy and investment process
The Company invests in accordance with the objective given above. The Board is collectively responsible to shareholders for
the long-term success of the Company and is its governing body. There is a clear division of responsibility between the Board
and the Manager, BlackRock Fund Managers Limited (BFM). Matters for the Board include setting the Company’s strategy,
including its investment objective and policy, setting limits on gearing (both bank borrowings and the effect of derivatives),
capital structure, governance, and appointing and monitoring of performance of service providers, including the Manager.
The Company’s business model follows that of an externally managed investment trust; therefore the Company does not have
any employees and outsources its activities to third party service providers, including the Manager who is the principal service
provider.
The management of the investment portfolio and the administration of the Company have been contractually delegated to
BFM. The Manager, operating under guidelines determined by the Board, has direct responsibility for the decisions relating
to the day-to-day running of the Company and is accountable to the Board for the investment, financial and operating
performance of the Company.
Other service providers include the Depositary and the Fund Accountant, The Bank of New York Mellon (International) Limited,
and the Registrar, Computershare Investor Services PLC. Details of the contractual terms with third party service providers are
set out in the Directors’ Report.
Combination with BlackRock Smaller Companies Trust plc
On 20 February 2026 the Company announced that it had agreed terms with the board of BlackRock Smaller Companies Trust
plc (‘BRSC’) in respect of a proposed combination of the assets of the Company with those of BRSC. Subject to shareholder
approval at General Meetings to be held on 26 March 2026 and 16 April 2026, this will be effected by way of a scheme
of reconstruction and winding up of BlackRock Throgmorton Trust plc under section 110 of the Insolvency Act 1986 (the
‘Scheme’) and the associated transfer of the majority of the cash, assets and undertaking of BlackRock Throgmorton Trust plc
to BRSC in exchange for the issue of new Ordinary shares in BRSC to those BlackRock Throgmorton Trust shareholders who
elected to roll over. BRSC shareholders will also be voting on this combination at a General Meeting to be held on 30 March
2026. More information in respect of the transaction can be found in the Circular and Notice of Meeting at the following link:
blackrock-throgmorton-trust-plc-circular.pdf.
Investment Policy
The Company’s performance is measured against the Deutsche Numis Smaller Companies plus AIM (excluding Investment
Companies) Index (the Benchmark Index). The Investment Manager, BlackRock Investment Management (UK) Limited (BIM
(UK)), may invest in companies outside the Benchmark Index without restriction, subject to the following limits.
The Company may hold up to 15% of its gross assets, at the time of acquisition, in securities of companies which are listed or
traded on a stock exchange outside the UK.
In addition to the normal long only portfolio, the Company will likely hold a mixture of long and short contracts for difference
(CFDs) and/or comparable equity derivatives that would result in a typical net market exposure of between 100% and 115%.
In extremis, the Company could deploy the full 30% of permissible leverage into short CFDs and/or comparable equity
derivatives, thereby reducing its overall net market exposure to 70%.
28 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The Company may also invest up to 2.5% of its net assets (measured at the time of investment) in unquoted securities,
including securities issued by companies incorporated outside the United Kingdom. However, the Company may invest more
than 2.5%, but no more than 3.75%, of its net assets (both measured at the time of investment), in unquoted securities in
circumstances where such investment is in an existing investee company and, in the Investment Manager’s opinion, a failure
of the Company to make such investment would have a material adverse effect on the value of the Company’s investment in
such investee company.
In addition, the Company is permitted to employ leverage up to 30% of net assets, which it does primarily through the use of
CFDs and/or comparable equity derivatives, rather than bank borrowings, therefore enabling the Company to have a maximum
net market exposure of 130%.
In normal circumstances the Company will likely hold a mixture of long and short CFDs and/or comparable equity derivatives
that would result in a typical net market exposure of between 100% and 115%*.
Portfolio risk will be mitigated by investment in a diversified portfolio of holdings. No more than 5% of the Company’s gross
assets, at the time of acquisition, may be invested in any one single holding, excluding holdings in cash or money market
funds, where up to 10% of the Company’s gross assets may be held. The Company may also invest in collective investment
vehicles. However, the Company will not invest more than 10% of its gross assets, at the time of the acquisition, in other listed
closed-ended investment funds, unless such companies have a stated investment policy not to invest more than 15% of their
gross assets in other listed closed-ended investment funds, in which case the limit is 15% of gross assets.
The Board’s policy is that net gearing, borrowings less cash, should not exceed 20% of gross assets. The Company expects to
employ any leverage primarily through its use of CFDs and/or comparable equity derivatives.
No material change will be made to the investment objective and policy without shareholder approval.
Shareholders should note that as part of the proposed merger with BlackRock Smaller Companies Trust plc, a new investment
policy will be adopted by the ongoing enlarged entity. Further details are given in Part 4 of the BRSC circular which can be
found at https://www.blackrock.com/uk/literature/shareholder-letters/blackrock-smaller-companies-trust-plc-shareholder-
circular-2026.pdf.
* The AIC measures gearing at gross level, rather than net market exposure level (i.e. gearing is calculated as borrowings + long CFDs
and/or comparable equity derivatives + short CFDs and/or comparable equity derivatives) and therefore the published gearing
figures will be higher than the typical net market exposure of between 100% and 115%.
Investment process
A unique feature of the Company is that it has the ability to go both long and short up to approximately 30% of the Company’s
net assets. While the UK Smaller Companies sector has generated positive returns over the long term, there can be significant
volatility. Such an environment provides an attractive opportunity to add value via both long and short positions which
can exploit share price moves whether up or down. As the maximum short portfolio exposure through derivatives is 30%
of net assets, the Company will at all times retain an exposure to the market, as shown in the chart below. In the course of
their research the investment management team comes across companies which they judge are likely to underperform; the
ability to take short positions therefore enhances the opportunity to make money for shareholders. This is not possible in a
conventional or long only portfolio.
Idea generation can come from anywhere, though the primary focus is on meeting companies, speaking to management
teams, and seeking to gain an in-depth understanding of the business and the industry in which they operate. This is the
greatest source of idea generation. Our portfolio manager focuses on identifying strong management teams with clarity of
strategic vision, in growing markets with attractive industry dynamics, where they have a leading market position supported by
a differentiated product offering, giving them pricing power and strong margins. These characteristics are then combined with
strong financial structures. We seek to avoid indebted companies, therefore we look for companies that have strong balance
sheets, and importantly those with high levels of cash conversion, where cash can be reinvested back into the business at a
high rate of return. From here our manager constructs a diversified portfolio of high quality, growth companies, while also
identifying stock specific shorting opportunities in companies that do not meet the above criteria. These are often in industries
under significant pressure or companies with weak financial structures (i.e. too much debt and not enough cash flow).
Business review
continued
Section 2: Strategic report 29
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
When markets are expected to rise in the medium term, the long/short strategy is used to generate additional market exposure
through ensuring that the long exposure exceeds the short exposure in a range between 0% to 15% of the net assets of the
Company. Rising or ‘bull’ markets have historically (in the UK) persisted for longer than falling or ‘bear’ markets. A typical
net market exposure might therefore be between 100% and 115%. This is lower than the ‘gross exposure’, which is the
combination of the long equity positions, plus the net of long and short derivative positions expressed as a percentage of net
assets.
Performance
The Investment Manager’s report on pages 13 to 16 includes a review of the main developments during the year, together with
information on investment activity within the Company’s portfolio.
Results and dividends
The results for the Company are set out in the Statement of Comprehensive Income on page 90. The total loss for the year,
after taxation, was £9,045,000 (2024: profit of £86,322,000) of which the net revenue profit amounted to £13,949,000 (2024:
profit of £17,046,000) and the net capital loss amounted to £22,994,000 (2024: profit of £69,276,000).
Details of the dividends declared in respect of the year are set out in the Chairman’s Statement on page 9.
Key performance indicators
At each Board meeting, the Directors consider a number of performance measures to assess the Company’s success in
achieving its objectives. The key performance indicators (KPIs) used to measure the progress and performance of the
Company over time, and which are comparable to those reported by other investment trusts, are set out in the table below.
These KPIs fall within the definition of ‘Alternative Performance Measures’ (APMs) under guidance issued by the European
Securities and Markets Authority (ESMA), and additional information explaining how these are calculated is set out in the
Glossary on pages 130 to 133.
The Board monitors the KPIs at each meeting. Additionally, it regularly reviews a number of indices and ratios to understand the
impact on the Company’s relative performance of the various components such as asset allocation and stock selection. This
includes an assessment of the Company’s performance and ongoing charges against its peer group of investment trusts with
similar investment objectives.
Year ended
30 November
2025
Year ended
30 November
2024
Net asset value total return
1,2
0.7% 16.3%
Share price total return
1,2
6.5% 5.0%
Benchmark Index total return
3
10.1% 14.1%
Discount to cum income net asset value
2
8.5% 13.2%
Revenue return per share 17.70p 18.54p
Ongoing charges
2,4
0.63% 0.56%
Ongoing charges including performance fees
2,5
0.51% 0.82%
1
This measures the Company’s share price and NAV total return, which assumes dividends paid by the Company have been
reinvested.
2
Alternative Performance Measures, see Glossary on pages 130 to 134.
3
The Company’s Benchmark Index is the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index.
4
Ongoing charges represent the management fee and all other operating expenses, excluding the performance fee, finance costs,
direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-
recurring items as a % of average daily net assets.
5
Ongoing charges represent the management fee, performance fee and all other operating expenses, excluding finance costs, direct
transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring
items as a % of average daily net assets. Further information on the management fees paid by the Company can be found in Note 4
to the financial statements on pages 98 to 99.
Share price discount/premium
The Directors recognise that it is in the long-term interests of shareholders that the Company’s shares do not trade at an
excessive discount or premium to their prevailing NAV for any material length of time. In the year under review the discount to
NAV of the ordinary shares on a cum income basis has ranged between a discount of 8.1% and 13.6%, with the average being
a discount of 10.5%. The shares ended the year at a discount of 8.5% on a cum income basis. As at 25 February 2026 the
discount was 9.4%.
30 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Following the financial year end, the Board convened a General Meeting of its shareholders on 17 February 2025. The purpose
of the meeting was to seek to renew the power taken at the last AGM to buy back up to 14.99% of the Company’s shares.
As it does each year, the Board will also be seeking to renew the authority from shareholders at the AGM to issue new shares (or
to reissue shares held in treasury) and to buy back shares. Further information on these powers and the Board's policy in this
respect can also be found in the Chairman’s Statement on pages 8 to 12.
Principal risks
As required by the UK Code of Corporate Governance, the Board has in place a robust, ongoing process to identify, assess
and monitor the principal and emerging risks of the Company, including those that they consider would threaten its business
model, future performance, solvency or liquidity. Emerging risks are considered by the Board as they come into view and
are incorporated into the Company’s risk register where applicable. Additionally, the Manager considers emerging risks in
numerous forums and the Risk and Quantitative Analysis team produces an annual risk survey. Any material risks of relevance
to the Company identified through the annual risk survey will be communicated to the Board.
A core element of this process is the Company’s risk register, which identifies the risks facing the Company and the likelihood
and potential impact of each risk, together with the controls established for mitigation. A residual risk rating is calculated for
each risk, which allows the effect of any mitigating procedures to be reflected in the register. The current risk register includes
a range of risks spread between investment performance risk, income/dividend risk, legal & regulatory risk, counterparty risk,
operational risk, market risk, political risk and financial risk.
The risk register, its method of preparation and the operation of key controls in the Manager’s and third party service providers’
systems of internal control are reviewed on a regular basis by the Audit Committee. In order to gain a more comprehensive
understanding of the Manager’s and other third party service providers’ risk management processes and how these apply to
the Company’s business, the Audit Committee periodically receives presentations from BlackRock’s Internal Audit and Risk
& Quantitative Analysis teams. Where produced, the Audit Committee also reviews summaries of the Service Organisation
Control (SOC1) reports from the Company’s service providers.
The Board has undertaken a robust assessment of both the principal and emerging risks facing the Company, including those
that would threaten its business model, future performance, solvency or liquidity. For instance, the risk that unforeseen or
unprecedented events (including heightened geo-political tensions, a global pandemic, hyperinflation, stagflation, a liquidity
event or significant changes in technology and the evolution of artificial intelligence (AI)) may have a significant negative
impact on global markets (notably through increased commodity and labour price volatility, driving inflation and impacting
global trade) and consequently a negative impact on the Company’s NAV, performance and discount. The Board has taken into
consideration the risks posed to the Company by these events and incorporated them into the Company’s risk register.
Emerging risks are considered by the Board as they come into view and are incorporated into the existing review of
the Company’s risk register. Additionally, the Manager considers emerging risks in numerous forums and the Risk and
Quantitative Analysis team produces an annual risk survey. Any material risks of relevance to the Company identified through
the annual risk survey will be communicated to the Board.
Emerging risks that have been considered by the Board over the year include the impact of escalating geo-political conflict,
technological advances and issues around shareholder voting against a backdrop of heightened activism across the UK
investment companies sector.
The key emerging risks identified are as follows:
Geo-political risk: Escalating geo-political tensions (including, but not limited to tensions in the Middle East and the ongoing
war in Ukraine, or deteriorating relations between China and the US/other countries) have a significant negative impact on
global markets, with an increasing use of tariffs and domestic regulations making global trade more complex and driving
economic fragmentation.
Artificial Intelligence (‘AI’): Advances in computing power means that AI has become a powerful tool that will impact a huge
range of areas and with a wide range of applications that have the potential to dislocate established business models
and disrupt labour markets, creating uncertainty in corporate valuations. The significant energy required to power this
technological revolution will create further pressure on environmental resources and carbon emissions.
Shareholder voting: There has been an increase in activist activity across the UK closed end funds sector, with general
meetings being requisitioned on a number of UK investment trusts to change the composition of the board, and potentially the
manager and investment policy. Some investors may find it difficult to vote at general meetings, and against this backdrop of
heightened activity there is a risk that low voting turnout at AGMs and GMs may result either in changes being made that are
not in all shareholders’ best interests or in the failure to implement changes that are in the best interests of shareholders.
Business review
continued
Section 2: Strategic report 31
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The Board will continue to assess these risks on an ongoing basis. In relation to the UK Code, the Board is confident that the
procedures that the Company has put in place are sufficient to ensure that the necessary monitoring of risks and controls has
been carried out throughout the reporting period.
Notwithstanding the outcome of the Board’s strategic review as described in the Chairman’s Statement, the principal risks
and uncertainties faced by the Company during the financial year, together with the potential effects, controls and mitigating
factors, are set out in the table on pages 31 to 34.
Investment performance
Principal risk
The Board is responsible for:
• setting the investment policy to fulfil the Company’s objectives; and
• monitoring the performance of the Company’s Investment Manager and the strategy adopted.
An inappropriate policy or strategy may lead to:
• poor performance compared to the Company’s Benchmark Index, peer group or shareholder expectations;
• reduced demand for the Company’s shares;
• a widening discount to NAV;
• a reduction or permanent loss of capital; and
• dissatisfied shareholders and reputational damage.
Mitigation/Control
To manage these risks the Board:
• regularly reviews the Company’s investment mandate and long-term strategy;
• has set, and regularly reviews, the investment guidelines and has put in place appropriate limits on levels of gearing and the
use of derivatives;
• receives from the Investment Manager a regular explanation of stock selection decisions, portfolio gearing and any changes
in gearing and the rationale for the composition of the investment portfolio;
• receives from the Investment Manager regular reporting on the portfolio’s exposure through derivatives, including the extent
to which the portfolio is geared in this manner and the value of any short positions;
• monitors the maintenance of an adequate spread of investments in order to minimise the risks associated with particular
sectors, based on the diversification requirements inherent in the Company’s investment policy;
• considers the risk of incapacitation of the portfolio manager or his departure from the Manager;
• monitors the share price discount or premium to NAV; and
• undertook a strategic review in the year with the support of the external firm, Stanhope Consulting. This review resulted in
the announcement on 20 February 2026 of proposals for a combination with BRSC expected to result in a larger vehicle with
improved liquidity and lower operating charges.
Market risk
Principal risk
Market risk arises from changes to the prices of the Company’s investments. It represents the potential loss the Company
might suffer through holding investments and derivatives. Market risk includes the potential impact of events which are
outside the scope of the Company’s control including heightened geo-political tensions as set out above, which may have
a significant negative impact on global markets and consequently a negative impact on the Company’s NAV, performance
and discount. Companies operating within the sectors in which the Company invests may be impacted by new legislation
governing climate change and environmental issues, which may have a negative impact on their valuation and share price.
32 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Mitigation/Control
The Board carefully considers the diversification of the portfolio, asset allocation, stock selection, unquoted investments and
levels of gearing on a regular basis and has set investment restrictions and guidelines which are monitored and reported on by
the Investment Manager. The Board monitors the implementation and results of the investment process with the Investment
Manager, and key market risk factors are discussed.
The Board also recognises the benefits of a closed-end fund structure in extremely volatile markets. Unlike open-ended
counterparts, closed-end funds are not obliged to sell down portfolio holdings at low valuations to meet liquidity requirements
for redemptions. Although the Board has taken shareholder authority to buy back shares to manage the discount, it retains the
discretion to decide whether to implement buy backs and the timing and degree to which this is done. During times of elevated
volatility and market stress, this discretion and the ability of a closed-end fund structure to remain invested for the longer term
potentially enables the Investment Manager to adhere to disciplined fundamental analysis from a bottom-up perspective and
be ready to respond to dislocations in the market as opportunities present themselves.
Income/dividend risk
Principal risk
The amount of dividends and future dividend growth will depend on the performance of the Company’s underlying portfolio
holdings. Changes in the composition of the portfolio and any change in the tax treatment of the dividends or interest received
by the Company may reduce the level of dividends received by shareholders.
Mitigation/Control
The Board monitors this risk through the receipt of detailed income forecasts and considers the level of income at each
meeting. The Company also has a revenue reserve and powers to pay dividends from capital which could potentially be used to
support the Company’s dividend if required.
Financial risk
Principal risk
The Company’s investment activities expose it to a variety of financial risks that include market risk, foreign currency risk,
counterparty risk and interest rate risk. At 30 November 2025, the Company had approximately 22.6% of its gross asset
value invested in AIM traded equity securities and 9.5% of its gross assets in international markets, and, by the very nature
of its investment objective, largely invests in smaller companies. Liquidity in these securities can from time to time become
constrained, making these investments difficult to realise at or near published prices.
Mitigation/Control
The Company is not materially exposed to foreign currency and interest rate risk. For mitigation of market risk, see above.
There are also risks linked to the Company’s use of derivative transactions including long and short investment positions.
Details are disclosed in note 11 on page 104, together with a summary of the policies for managing and controlling these risks
in note 16.
Operational risk
Principal risk
In common with most other investment trust companies, the Company has no employees. The Company therefore relies upon
the services provided by BlackRock (the Manager and AIFM) and The Bank of New York Mellon (International) Limited (the
Depositary and Fund Accountant) who maintain the Company’s accounting records.
Failure by any service provider to carry out its obligations to the Company could have a material adverse effect on the
Company’s performance. Disruption to the accounting, payment systems or custody records, as a result of a cyber-attack or
otherwise, could impact the monitoring and reporting of the Company’s financial position.
The security of the Company’s assets, dealing procedures, accounting records and maintenance of regulatory and legal
requirements, depend on the effective operation of these systems.
Business review
continued
Section 2: Strategic report 33
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Mitigation/Control
The Board reviews the overall performance of the Manager, Investment Manager and all other third party service providers and
compliance with the investment management agreement on a regular basis.
The Fund Accountant’s and the Manager’s internal control processes are regularly tested and monitored throughout the year
and are evidenced through their Service Organisation Control (SOC 1) reports, which are subject to review by an Independent
Service Assurance Auditor. The SOC 1 reports provide assurance in respect of the effective operation of internal controls.
The Company’s financial instruments held in custody are subject to a strict liability regime and in the event of a loss of such
financial instruments held in custody, the Depositary must return assets of an identical type or the corresponding amount,
unless able to demonstrate that the loss was a result of an event beyond its reasonable control.
The Board considers succession arrangements for key employees of the Manager and the Board also considers the business
continuity arrangements of the Company’s key service providers on an ongoing basis and reviews these as part of its review of
the Company’s risk register.
The Board also receives regular updates from BlackRock’s internal audit function and the Company’s Audit Committee
Chairman attends an annual briefing from the head of BlackRock’s internal audit function once a year. This is supplemented
by a written report which describes the progress made against the current internal audit plan, any issues identified and the
plan for the forthcoming year.
Legal and regulatory risk
Principal risk
The Company has been approved by HM Revenue & Customs as an investment trust, subject to continuing to meet the
relevant eligibility conditions, and operates as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation
Tax Act 2010. As such, the Company is exempt from capital gains tax on the profits realised from the sale of its investments.
Any breach of the relevant eligibility conditions could lead to the Company losing its investment trust status and being
subject to corporation tax on capital gains realised within the Company’s portfolio. In such event the investment returns of
the Company may be adversely affected. Any serious breach could result in the Company and/or the Directors being fined or
the subject of criminal proceedings or the suspension of the Company’s shares which would in turn lead to a breach of the
Corporation Tax Act 2010.
Mitigation/Control
The Investment Manager monitors investment movements, the level of forecast income and expenditure and the amount
of proposed dividends, if any, to ensure that the provisions of Chapter 4 of Part 24 of the Corporation Tax Act 2010 are not
breached, and the results are reported to the Board at each meeting.
Following authorisation under the Alternative Investment Fund Managers’ Directive as retained and onshored in the UK
(AIFMD), the Company and its appointed Alternative Investment Fund Manager (AIFM) are subject to the risks that the
requirements of the AIFMD are not correctly complied with. The Board and the AIFM also monitor changes in government
policy and legislation which may have an impact on the Company.
Compliance with the accounting standards applicable to quoted companies and those applicable to investment trusts are also
regularly monitored to ensure compliance.
Counterparty
Principal risk
The potential loss that the Company could incur if a counterparty is unable (or unwilling) to perform on its commitments. The
risk that a bank the Company has deposits with will fail and the Company will not recover monies deposited with such bank.
The Company’s investment policy also permits the use of both exchange-traded and over-the-counter derivatives (including
contracts for difference).
34 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Mitigation/Control
Due diligence is undertaken before contracts are entered into and exposures are diversified across a number of counterparties.
The Board reviews the controls put in place by the Investment Manager to monitor and to minimise counterparty exposure,
which include intra-day monitoring of exposures to ensure that these are within set limits.
The Depositary is liable for restitution for the loss of financial instruments held in custody, unless it is able to demonstrate that
the loss was due to an event beyond its reasonable control.
The creditworthiness of financial institutions is assessed by BlackRock’s Portfolio Management Group (“PMG”) Fundamental
Fixed Income Credit Research Team prior to entering into any banking arrangements. The Company has restricted the amount
of cash which may be held with any one financial institution, and cash balances are monitored daily and any significant
surplus cash is invested substantially in BlackRock’s UCITS compliant Cash Fund to diversify risk.
Viability statement
The Directors have assessed the prospects of the Company over a longer period than the 12 months referred to by the “Going
Concern” guidelines.
It is proposed that the Company combines with BRSC to consolidate the latter’s position as the largest growth focused
UK Smaller Companies trust in the investment trust sector. The combination, if approved at the general meetings by the
shareholders of both companies, will be effected by way of reconstruction and winding up of the Company under section 110
of the Insolvency Act 1986 (the “Scheme”) and the associated transfer of part of the assets and undertaking of the Company
to BRSC in exchange for the issue of new ordinary shares in BRSC. The outcome of the general meetings to make the Scheme
effective represents a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going
concern. Notwithstanding this material uncertainty, the Board has concluded that it remains appropriate to continue to
prepare the financial statements on a going concern basis. In reaching this conclusion, the Board has come to the view that,
as the Scheme is contingent on shareholder approval and the Company is considered solvent in all other regards, there is no
requirement for the Company to be liquidated and thus going concern remains the most appropriate basis for preparation. In
reaching this conclusion, the Board has also given due consideration to the risks associated with the Proposal.
Notwithstanding this material uncertainty, for the purpose of this viability statement, the Board conducted this review for the
period up to the AGM in 2031, being a five-year period from the date that this Annual Report will be approved by shareholders.
This is generally the investment holding period investors consider while investing in the smaller companies’ sector. The Board
is cognisant of the uncertainty surrounding the potential duration of the Russia/Ukraine conflict and the hostilities in the
Middle East, the imposition of tariffs and their impact on the global economy, and the prospects for the Company’s portfolio
holdings. In making its assessment the Board has also considered the following factors:
• the Company’s principal risks as set out on pages 30 to 34;
• the impact of a significant fall in UK equity markets on the value of the Company’s investment portfolio in the light of the
heightened volatility resulting from the ongoing Russia/Ukraine conflict, the hostilities in the Middle East, the imposition of
tariffs and any potential impact on the global economy, and the path of inflation and interest rates in the UK;
• the ongoing relevance of the Company’s investment objective; and
• the level of demand for the Company’s shares.
The Directors have also considered the Company’s revenue and expense forecasts and the fact that expenses and liabilities
are relatively stable. The Company also has a portfolio of investments which provides a level of cash receipts in the form of
dividends and which are considered to be relatively realisable if required.
The Directors reviewed the assumptions and considerations underpinning the Company’s existing going concern assertion
(please see the disclosure in the Directors’ Report on pages 61 and 62), which are based on:
• processes for monitoring costs;
• key financial ratios;
• evaluation of risk management and controls;
• compliance with the investment objective;
Business review
continued
Section 2: Strategic report 35
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
• the Company’s ability to meet its liabilities as they fall due;
• portfolio risk profile;
• share price discount to NAV;
• gearing;
• counterparty exposure and liquidity risk;
• the operational resilience of the Company and its key service providers and their ability to continue to provide a good level of
service for the foreseeable future; and
• the effectiveness of business continuity plans in place for the Company and key service providers.
The Company has a relatively liquid portfolio and largely fixed overheads (excluding any applicable performance fees) which
comprise a very small percentage of net assets 0.63% excluding performance fees, 0.51% including performance fees
in 2025. The effective performance fee cap in the event that the NAV return exceeds the Benchmark Index return over the
performance period is circa 0.90% of the average gross assets over the two years and the applicable percentage to be applied
to the outperformance of the NAV total return over the Benchmark Index return is 15%. In addition, the maximum cap on total
management and performance fees is 1.25% of average gross assets (measured over a rolling two-year period). Therefore, the
Board has concluded that the Company would be able to meet its ongoing operating costs as they fall due.
The Directors have also considered the impact of potential changes in law, regulation and taxation and the matter of foreign
exchange risk. They have determined that although there are a number of potential risks associated with the legal, fiscal and
regulatory landscape they do not believe that this represents a material threat to the Company’s strategy and business model,
nor do they believe that the Investment Manager will be materially impeded in achieving the Company’s investment objective.
Based on the results of their analysis, the Directors have a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period of their assessment.
36 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The Companies (Miscellaneous Reporting) Regulations 2018 require directors to explain more fully how they have discharged
their duties under Section 172(1) of the Companies Act 2006 in promoting the success of their companies for the benefit
of members as a whole. This enhanced disclosure covers how the Board has engaged with and understands the views of
stakeholders and how stakeholders’ needs have been taken into account, the outcome of this engagement and the impact that
it has had on the Board’s decisions.
As the Company is an externally managed investment company and does not have any employees or customers, the Board
considers the main stakeholders in the Company to be the shareholders and the key service providers (being the Manager and
Investment Manager, the Custodian, Depositary, Registrar and Broker). The reasons for this determination, and the Board’s
overarching approach to engagement, are set out below:
Stakeholders
Shareholders
Continued shareholder support and engagement are critical to the continued existence of the Company and the successful
delivery of its long-term strategy. The Board is focused on fostering good working relationships with shareholders and on
understanding the views of shareholders in order to incorporate them into the Board’s strategy and objectives in delivering
long-term growth and income.
In turn, portfolio holdings are ultimately shareholders’ assets, and the Board recognises the importance of good stewardship
and communication with investee companies in meeting the Company’s investment objective and strategy.
Manager and Investment Manager
The Board’s main working relationship is with the Manager, who is responsible for the Company’s portfolio management
(including asset allocation, stock and sector selection) and risk management, as well as ancillary functions such as
administration, secretarial, accounting and marketing services. The Manager has sub-delegated portfolio management to the
Investment Manager. Successful management of shareholders’ assets by the Investment Manager is critical for the Company
to successfully deliver its investment strategy and meet its objective. The Company is also reliant on the Manager as AIFM to
provide support in meeting relevant regulatory obligations under the AIFMD and other relevant legislation.
Following proposals announced on 20 February 2026 for the reconstruction and voluntary winding-up of the Company,
the Company has given notice to terminate the IMA with immediate effect from the date that an effective resolution for the
winding-up of the Company is passed and the Manager has agreed to such termination.
Other key service providers
In order for the Company to function as an investment trust with a listing on the premium segment of the official list of the
FCA and trade on the London Stock Exchange’s (LSE) main market for listed securities, the Board relies on a diverse range
of advisors for support in meeting relevant obligations and safeguarding the Company’s assets. For this reason, the Board
considers the Company’s Custodian, Depositary, Registrar and Broker to be stakeholders. The Board, either directly or through
the Manager, maintains regular contact with its key external providers and receives regular reporting from them through the
Board and Committee meetings, as well as outside of the regular meeting cycle.
A summary of the key areas of engagement undertaken by the Board with its key stakeholders in the year under review and
how Directors have acted upon this to promote the long-term success of the Company are set out below.
Investment mandate and objective
Issue
The Board is committed to promoting the role and success of the Company in delivering on its investment mandate to
shareholders over the long-term. The Board also has responsibility to shareholders to ensure that the Company’s portfolio
of assets is invested in line with the stated investment objective and in a way that ensures an appropriate balance between
spread of risk and portfolio returns.
Engagement
The Board works closely with the Investment Manager throughout the year in further developing our investment strategy
and underlying policies, not simply for the purpose of achieving the Company’s investment objective but in the interests of
shareholders and future investors.
Section 172 statement: promoting the
success of BlackRock Throgmorton Trust plc
Section 2: Strategic report 37
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The Board is kept advised in respect of the Manager’s consideration of ESG factors as part of the investment process; a
summary of BlackRock’s approach to ESG matters is set out on page42.
During the year, the Board’s remained focused on the performance of the Manager in achieving the Company’s
investment objective within an appropriate risk framework. A significant amount of time was expended in the process of
reviewing strategic options for the Company, agreeing heads of terms for combining with BRSC and drafting the requisite
documentation.
In particular, a number of key activities and decisions have been taken by the Board during the year, as set out below:
• The Board appointed Stanhope Consulting to assist in an extensive sector-wide review which included an analysis of the
strategies and performance of peer group companies and an assessment of all the options available to the Company.
• The Board met with a number of key shareholders representing 43% of the register in total to understand their requirements
and obtain feedback.
Impact
Details regarding the Company’s NAV and share price performance can be found in the Chairman’s Statement on pages 8 and
9 and in the Strategic Report on page29.
The portfolio activities undertaken by the Manager can be found in the Investment Manager’s Report on pages 13 to 16.
Based on the results of the review and engagement with Shareholders, the Board concluded that the Combination would
be in Shareholders’ best interests, and on 20 February published a circular and notices of general meetings (to be held on
26March 2026 and 16 April 2026) to approve the transaction. In reaching its conclusions the Board notes that there are a
range of attractions to a combination with BRSC, including larger scale, greater liquidity, a more competitive management fee
structure (without the performance fee) and operating charges (as compared to the Company’s average operating charges
with performance fees included over the past 5 years).
Management of the share rating
Issue
The Board believes that the best way of addressing the discount over the longer term is to continue to generate good
performance and to create demand for the Company’s shares in the secondary market through broadening awareness of the
Company’s unique structure. The Board believes that it is in shareholders’ interests that the share price does not trade at an
excessive premium or discount to NAV. Therefore, where deemed to be in shareholders’ long-term interests, it may exercise its
powers to issue shares or buy back shares with the objective of ensuring that an excessive premium or discount does not arise.
Engagement
The Manager reports total return performance statistics to the Board on a regular basis, along with the portfolio yield and the
impact of dividends paid on brought forward distributable reserves.
The Board reviews the Company’s discount/premium to NAV on a regular basis and holds regular discussions with the
Manager and the Company’s broker regarding the discount/premium level.
The Board believes that the best way of maintaining the share rating at an optimal level over the long-term is to create demand
for the shares in the secondary market. To this end the Investment Manager is devoting considerable effort to broadening the
awareness of the Company, particularly to wealth managers and to the wider retail shareholder market.
The Manager provides the Board with feedback and key performance statistics regarding the success of the Company’s
marketing initiatives.
As noted above, the Board appointed Stanhope Consulting to assist in an extensive sector-wide review which included an
analysis of the strategies and performance of peer group companies and an assessment of all the options available to the
Company, and met with a number of key shareholders representing approximately 43% of the register in total to understand
their requirements and obtain feedback. A significant amount of time was expended in the process of reviewing strategic
options for the Company, agreeing heads of terms for combining with BRSC and drafting the requisite documentation.
38 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Impact
The average discount for the year to 30 November 2025 was 10.5%. During the year the Company’s share price has traded
between a discount of 8.1% and 13.6%.
The Board anticipates that the Combination, if approved, will bring a range of benefits for shareholders that elect to roll their
shares into BlackRock Smaller Companies Trust plc, including larger scale, greater liquidity, a more competitive management
fee structure and lower operating charges. This in turn should help to support demand for the shares and help them trade at
closer to NAV.
Service levels of third party providers
Issue
The Board acknowledges the importance of ensuring that the Company’s principal suppliers are providing a suitable level of
service including: the Manager in respect of investment performance and delivering on the Company’s investment mandate;
the Depositary in respect of its duties towards safeguarding the Company’s assets; the Registrar in its maintenance of the
Company’s share register and dealing with investor queries and the Company’s Brokers in respect of the provision of advice
and acting as a market maker for the Company’s shares.
Engagement
The Manager reports to the Board on the Company’s performance on a regular basis. The Board carries out a robust annual
evaluation of the Manager’s performance, their commitment and available resources.
The Board performs an annual review of the service levels of all third party service providers and concludes on their suitability
to continue in their role.
The Board has received updates in respect of business continuity planning from the Company’s Manager, Depositary, Fund
Administrator, Brokers, Registrar and Printers, and is confident that arrangements are in place to ensure that a good level of
service will continue to be provided.
Impact
Performance evaluations were performed on a timely basis and the Board concluded that all third party service providers,
including the Manager, Depositary and Fund Administrator were operating effectively and providing a good level of service.
Board composition
Issue
The Board is committed to ensuring that its own composition brings an appropriate balance of knowledge, experience and
skills, and that it is compliant with best corporate governance practice under the UK Corporate Governance Code, including
guidance on tenure and the composition of the Board’s committees.
Engagement
During the year the Board undertook a review of succession planning arrangements and identified the need for action to
ensure that the composition of the Board remained appropriate and that there was an ongoing process of refreshment,
bringing in new ideas and different perspectives. The Board, through its Nomination Committee, agreed the selection criteria
and the method of selection, recruitment and appointment. Board diversity, including factors such as age, ethnicity, and
gender, was taken into account when establishing the criteria.
All Directors are subject to a formal evaluation process on an annual basis (more details and the conclusions in respect of the
2025 evaluation process are given on page 54). All Directors stand for re-election by shareholders annually. Shareholders may
attend the AGM and raise any queries in respect of Board composition or individual Directors in person or may contact the
Company Secretary or the Chairman using the details provided on page 128 if they wish to raise any issues.
Impact
The Directors are not aware of any issues that have been raised directly by shareholders in respect of Board composition in
2025. Details for the proxy voting results in favour and against individual Directors’ re-election at the 2025 AGM are given on
the Company’s website at www.blackrock.com/uk/thrg.
Section 172 statement
continued
Section 172 statement
continued
Section 2: Strategic report 39
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
It is intended that, following completion of the Scheme, Angela Lane and Louise Nash will be appointed as non-executive
Directors of the ongoing enlarged BRSC. It is anticipated that the Board of the ongoing entity will be compliant with the gender
and diversity recommendations of the Parker Review.
Shareholders
Issue
Continued shareholder support and engagement are critical to the continued existence of the Company and the successful
delivery of its long-term strategy.
The dividend is funded out of current year revenue and, where deemed appropriate, may be supported from revenue reserves if
current year revenue is insufficient. The Company does not have a policy of seeking income, however, the portfolio has, to date,
continued to deliver a level of income such that the Board is able to pay an attractive dividend.
Engagement
The Board is committed to maintaining open channels of communication and to engaging with shareholders and welcomes
and encourages attendance and participation from shareholders at its Annual General Meetings. Shareholders therefore have
the opportunity to meet the Directors and Investment Manager and to address questions to them directly. The Chairman and
Senior Independent Director also meet directly with shareholders providing a forum for canvassing their views and enabling
the Board to be aware of any issues of concern.
As noted above, the Board appointed Stanhope Consulting to assist in an extensive sector-wide review which included
an analysis of the strategies and performance of peer group companies and an assessment of all the options available to
the Company, and met with a number of key shareholders representing 43.5% of the register in total to understand their
requirements and obtain feedback. The outcome of these discussions was that the majority of shareholders indicated support
for a combination with BlackRock Smaller Companies Trust on the basis set out in the Circular published on 20 February 2026.
The Board also made available an information document to help shareholders understand the transaction and how to vote and
participate.
The Annual Report and Half Yearly Financial Report are available on the BlackRock website and are also circulated to
shareholders either in printed copy or via electronic communications. In addition, regular updates on performance, monthly
factsheets, the daily NAV and other information are also published on the website at www.blackrock.com/uk/thrg.
The Board also works closely with the Manager to develop the Company’s marketing strategy, with the aim of ensuring
effective communication with shareholders in respect of the investment mandate and objective. Unlike trading companies,
shareholder meetings usually take the form of a meeting with the Investment Manager as opposed to members of the Board.
As well as attending regular investor meetings the Investment Manager holds regular discussions with wealth management
desks and offices to build on the case for, and understanding of, long-term investment opportunities in the UK smaller
companies’ sector.
However, the Board is ultimately responsible for communication with shareholders and all substantive matters arising from
such communication are referred to the Board.
The Manager also coordinates public relations activity, including meetings between the Investment Manager and relevant
industry publications to set out their vision for the portfolio strategy and outlook for the UK equity market. The Manager
releases the daily NAV and monthly portfolio updates to the market to ensure that investors are kept up to date in respect of
performance and other portfolio developments and maintains a website on behalf of the Company that contains relevant
information in respect of the Company’s investment mandate and objective. If shareholders wish to raise issues or concerns
with the Board, they are welcome to do so at any time.
The Chairman is available to meet directly with shareholders periodically to understand their views on governance and the
Company’s performance where they wish to do so. He may be contacted via the Company Secretary whose details are given on
page 128.
40 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Impact
The feedback from shareholders in respect of the proposal to combine with BlackRock Smaller Companies Trust plc resulted
in the publication of a circular on 20 February 2026 and notice of a general meeting to approve this combination. The Board
anticipates that the Combination, if approved, will bring a range of benefits for shareholders. These include the ability to
realise cash at close to NAV (for up to 38% of issued share capital). Shareholders that choose to roll into the ongoing and
enlarged BRSC will benefit from larger scale, greater liquidity, a more competitive management fee structure and lower
operating charges.
Feedback from all substantive meetings between the Investment Manager and shareholders will be shared with the Board.
The Directors will also receive updates from the Company’s broker on any feedback from shareholders, as well as share trading
activity, share price performance and an update from the Investment Manager.
The Investment Manager attended professional investor meetings and held discussions with a range of different wealth
management desks and offices in respect of the Company during the year under review. Investors were also impressed with
the wide pool of resource available through BlackRock’s Emerging Companies team, and the rigorous ‘bottom-up’ investment
approach.
Responsible Investing
Issue
Consideration of material Environmental, Social and Governance (ESG) information and sustainability risks are considered
when making investment decisions. Sustainability-related risks, including climate-related risks, are becoming a defining factor
in companies’ long-term prospects across the investment spectrum, with significant and lasting implications for economic
growth and prosperity.
BlackRock’s reporting and disclosures
In terms of its own reporting, BlackRock believes that the Sustainability Accounting Standards Board provides a clear set
of standards for reporting sustainability information across a wide range of issues, from labour practices to data privacy to
business ethics. For evaluating and reporting climate-related risks, as well as the related governance issues that are essential
to managing them, the Task Force on Climate-related Financial Disclosures (TCFD) provides a valuable framework. BlackRock
recognises that reporting to these standards requires significant time, analysis, and effort. BlackRock’s 2024 TCFD report
can be found at www.blackrock.com/corporate/literature/continuous-disclosure-and-important-information/climate-report-
blkinc.pdf.
Future prospects
The Board’s main focus is on the achievement of capital growth and the future of the Company is dependent upon the success
of the investment strategy. The outlook for the Company is discussed in the Chairman’s Statement on page 12 and in the
Investment Manager’s Report on pages 13 to 16.
Social, community and human rights issues
As an investment trust, the Company has no direct social or community responsibilities. However, the Company believes
that it is in shareholders’ interests to consider human rights issues, and environmental, social and governance factors when
selecting and retaining investments. Details of the Company’s approach to socially responsible investment is set out above
and on page 42.
Modern Slavery Act
As an investment vehicle 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. The Board considers the Company’s supply chain, dealing predominantly with
professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.
Section 172 statement
continued
Section 2: Strategic report 41
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Directors, gender representation and employees
The Directors of the Company on 30 November 2025, all of whom held office throughout the year, are set out on pages49 to
51. The Board recognises the importance of having a range of experienced Directors who, both individually and collectively,
possess a suitable balance of skills, knowledge, independence and diversity to enable it to fulfil its obligations. As at
30 November 2025, the Board consisted of two men and three women, resulting in 60% female representation. The Company
has no employees, and all of its Directors are non-executive. Therefore, there are no disclosures to be made in respect of
employees.
The Chairman’s Statement on pages 8 to 12 and the Investment Manager’s Report on pages 13 to 16 form part of this
Strategic Report.
The Strategic Report was approved by the Board at its meeting on 27 February 2026.
By order of the Board
KEVIN MAYGER
for and on behalf of
BlackRock Investment Management (UK) Limited
COMPANY SECRETARY
27 February 2026
42 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Environmental, Social and Governance
(ESG)
The Board’s approach to ESG
Environmental, Social and Governance (ESG) issues can present both opportunities and risks to long-term investment
performance. The Company does not have an ESG mandate (and accordingly does not have an ESG or impact focused
investment strategy and has not adopted any exclusionary screens) but our Investment Manager does take ESG factors into
account as part of the investment process as these elements can significantly influence a company’s valuation. These ESG
issues are a key focus of the Board, and the Board is committed to a diligent oversight of the activities of the Manager in these
areas. The Board is aware of the Company’s long-term underweight position in extractive industries, where innovative and
disruptive business models are rare and the non-participation in some capital raises where ESG factors have been a concern.
The Board believes multi-year engagement and dialogue with management is, in most cases, the most constructive way of
building understanding of an investee company’s approach to addressing material business risks and opportunities. This is
particularly true for our Manager given the extent of BlackRock’s shareholder engagement. Further detail of how our Manager
has voted and engaged with the companies in our portfolio can be found on pages 43 and 44.
As well as the understanding afforded by its sheer scale, the Board believes that BlackRock is well placed as Manager to fulfil
these requirements due to its approach to ESG integration and its application of this to the Company’s investment processes,
the emphasis it places on sustainability, its investment stewardship approach and its position in the industry as one of the
largest suppliers of sustainable investment products in the global market. More information on BlackRock’s approach to
investment stewardship is set out on page 43.
BlackRock’s approach to ESG integration
BlackRock believes that sustainability risks, including climate risks, are investment risks. As a fiduciary, BlackRock manages
material risks and opportunities that could impact portfolios. Sustainability can be a driver of investment risks and
opportunities, and BlackRock incorporates them in its firm wide processes when they are material. This in turn (in BlackRock’s
view) is likely to drive a significant reallocation of capital away from traditional carbon intensive industries over the next
decade. BlackRock believes that carbon-intensive companies will play an integral role in unlocking the full potential of the
energy transition, and to do this, they must be prepared to adapt, innovate and pivot their strategies towards a low carbon
economy.
BlackRock incorporates into its firmwide processes relevant, financially material information, including financially material
data and information related to ESG. BlackRock’s investment view is that doing so can provide better risk-adjusted returns for
its clients over the long term.
BlackRock’s clients have a wide range of perspectives on a variety of issues and investment themes, including sustainable
and low-carbon transition investing. Given the wide range of unique and varied investment objectives sought by its clients,
BlackRock’s investment teams have a range of approaches to considering financially material E, S, and/or G factors. As with
other investment risks and opportunities, the financial materiality of E, S and/or G considerations may vary by issuer, sector,
product, mandate, and time horizon. Depending on the investment approach, this financially material E, S and/or G data or
information may help inform due diligence, portfolio or index construction, and/or monitoring processes of client portfolios, as
well as BlackRock’s approach to risk management.
BlackRock’s ESG integration framework is built upon its history as a firm founded on the principle of thorough and thoughtful
risk management. Aladdin, BlackRock’s core risk management and investment technology platform, allows investors to
leverage financially material E, S and/or G data or information as well as the combined experience of BlackRock’s investment
teams to effectively identify investment opportunities and investment risks. BlackRock’s heritage in risk management
combined with the strength of the Aladdin platform enables BlackRock’s approach to ESG integration.
Section 2: Strategic report 43
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
BlackRock Active Investment Stewardship (BAIS) partners with BlackRock’s active investment teams on company engagement
and voting in relation to their holdings. Through direct dialogue with company leadership, we seek to understand their
businesses and how they manage risks and opportunities to deliver durable, risk-adjusted financial returns. Generally,
portfolio managers and stewardship specialists engage jointly on substantive stewardship matters. Our discussions focus on
topics relevant to a company’s success over time including governance and leadership, corporate strategy, capital structure
and financial performance, operations and sustainability-related risks, as well as macro-economic, geopolitical and sector
dynamics. We aim to be informed investors and generally vote in support of management teams’ recommendations when a
company has a track record of financial value creation.
BAIS Global Engagement and Voting Guidelines
The BAIS Global Engagement and Voting Guidelines provide clients and companies factors we consider when we engage and
vote on matters that are commonly on shareholder meeting agendas. They are not prescriptive and are applied in the context
of a company’s operating environment and an active equity portfolio manager’s investment strategy, anchored in our fiduciary
duty to clients. BAIS undertakes the analysis related to the items on the agenda of the annual or special shareholder meeting
and makes voting recommendations to the active portfolios managers with holdings. Any active portfolio manager may
override the BAIS recommendation if they determine that voting differently is more aligned with the investment objectives of
their fund.
BAIS’ Global Engagement and Voting Guidelines are available here: https://www.blackrock.com/corporate/literature/
publication/blackrock-active-investment-stewardship-2026-engagement-and-voting-guidelines.pdf.
BlackRock Throgmorton Trust plc – engagement with portfolio companies in 2025
The BlackRock portfolio management team has excellent access to company management teams and undertakes about 700
company meetings each year to identify high quality, cash generative businesses with strong management teams that are able
to generate growth in a more challenging economic environment. In addition, BlackRock also has a separate Active Investment
Stewardship (BAIS) team that is responsible for engaging with investee companies, proxy voting on the behalf of clients when
authorised, contributing to industry dialogue on stewardship and reporting on its activities
1
. For the year to 30 November
2025, BIS held 7 company engagements on a range of governance issues. Additional information is set out in the table
and charts below and on page 44 as well as the key engagement themes for the meetings held in respect of the Company’s
portfolio holdings.
As at
30 November
2025
As at
30 November
2024
Number of engagements held 7 37
Number of companies met 7 28
% of equity investments covered 5.9 30.6
Shareholder meetings voted at 102 108
Number of proposals voted on 1,617 1,708
Number of votes against management resolutions 27 30
% of total votes represented by votes against management 1.6 1.8
BlackRock Active Investment
Stewardship
44 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
0
25
50
75
100
14%
29%
100%
Engagement themes
2,3
Governance Social Environmental
Top 6 Engagement Topics
2,3
Business Oversight/Risk Management Corporate strategy
Remuneration Board composition and effectiveness
Executive management Talent and culture
0
10
20
30
40
50
60
70
80
71% 71%
57%
29% 29% 29%
1
Starting in 2025, BlackRock’s stewardship policies are developed and implemented by two independent, specialist teams,
BlackRock Investment Stewardship (BIS) and BlackRock Active Investment Stewardship (BAIS). While the two teams operate
independently, their general approach is grounded in widely recognized norms of corporate governance and shareholder rights
and responsibilities. BIS is responsible for engagement and voting in relation to clients’ assets managed by certain index equity
portfolio managers. Approximately 90% of BlackRock clients’ public equity assets under management are held in index strategies,
as of 30 September, 2024. BAIS partners with BlackRock’s active investment teams on company engagement and voting in
relation to their holdings. Index or active, BlackRock’s stewardship teams, and all of its stewardship efforts across the firm, are
focused on making decisions consistent with clients’ stated objectives. More information is available on BlackRock’s website:
https://www.blackrock.com/corporate/insights/investment-stewardship.
2
Sources: ISS Proxy Exchange and BlackRock Investment Stewardship.
3
Engagements include multiple company meetings during the year with the same company. Most engagement conversations cover
multiple topics. More detail about BAIS’ engagement priorities can be found here: https://www.blackrock.com/corporate/literature/
publication/blackrock-active-investment-stewardship-engagement-priorities.pdf. Percentages reflect the number of meetings at
which a particular topic is discussed as a percentage of the total meetings held; as more than one topic is discussed at each meeting
the total will not add up to 100%.
BlackRock Active Investment
Stewardship
continued
0
25
50
75
100
14%
29%
100%
Engagement themes
2,3
Governance Social Environmental
Top 6 Engagement Topics
2,3
Business Oversight/Risk Management Corporate strategy
Remuneration Board composition and effectiveness
Executive management Talent and culture
0
10
20
30
40
50
60
70
80
71% 71%
57%
29% 29% 29%
46 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Section 3: Governance 47
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Governance
Section 3: Governance 47
We added AI-powered web-based DevSecOps platform Gitlab to the portfolio during the
year. The software company should benefit from the increased adoption of AI across a
broader suite of tools.
48 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Governance structure
Responsibility for good governance lies with the Board. The governance framework of
the Company reflects the fact that, as an investment company, the Company has no
employees, the Directors are all non-executive and the investment management and
administration functions are outsourced to the Manager and other service providers.
The Board
1
6 scheduled meetings per annum
Membership: Five Non-executive Directors (NED), all independent of the
Investment Manager
Chairman: James Will
Key objectives:
• To determine and review the investment policy, strategy and parameters;
• To provide leadership within a framework of prudent and effective controls
which enable risk to be assessed and managed, and the Company’s assets to be
safeguarded;
• To challenge constructively and scrutinise performance of all outsourced
activities; and
• To establish the Company’s remuneration policy and keep it under review.
Audit Committee
2
3 scheduled meetings per annum*
Membership: All NEDs
Chairman: Angela Lane
Key objectives:
• To oversee financial reporting;
• To review the reporting of the auditor and the effectiveness of the audit;
• To consider the adequacy of the control environment and to review the
Company’s risk register; and
• To review the performance of the third party service providers.
Management Engagement
Committee
1
1 scheduled meeting per annum
Membership: All NEDs
Chairman: James Will
Key objectives:
• To be responsible for the annual review of the performance of the Manager and
Investment Manager; and
• To ensure that the provisions of the management agreement follow industry
practice, remain competitive and are in the best interest of shareholders.
Nomination Committee
1
1 scheduled meeting per annum
Membership: All NEDs
Chairman: James Will
Key objectives:
• To make recommendations for any new Board appointments;
• To review regularly the structure, size and composition of the Board; and
• To consider and make recommendations to the Board on matters of succession
planning.
Remuneration Committee
1
1 scheduled meeting per annum
Membership: All NEDs
Chairman: Nigel Burton
Key objectives:
• To make recommendations on remuneration of Directors; and
• To determine and recommend to the Board a policy on Directors’ remuneration.
1
As well as the six scheduled Board meetings, the Board and its Committees also held several ad-hoc meetings during the year.
2
Terms of reference for the committee are available at www.blackrock.com/uk/thrg.
* The Committee has considered developing best practice around the number of times the audit committee of a FTSE 250 company
should meet each year and has concluded that three meetings is appropriate. The Committee believes that it is not the number of
meetings held that determines its effectiveness, it is the robustness of the debate and challenge, and the scope, timeliness and
quality of the information which the committee considers.
A
M
N
R
48 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Section 3: Governance 49
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Directors’ biographies
None of the Directors has a service contract with the Company. The terms of their appointment are
detailed in a letter sent to them when they join the Board. These letters are available for inspection at the
registered office of the Company and will be available at the Annual General Meeting.
Section 3: Governance 49
James Will
Appointed 1 January 2025
Chairman
A
M
N
R
James is an experienced Chair and
non-executive director with an
extensive knowledge of the investment
company sector. James is currently
a non-executive Director of Invesco
Asia Dragon Trust plc and JP Morgan
European Discovery Trust plc. James
previously held the roles of Chairman
of The Scottish Investment Trust plc
and Asia Dragon Trust plc as well
as Senior Independent Director of
Herald Investment Trust plc. He was
also a non-executive Director of JP
Morgan Global Growth and Income
plc. James was until 2014 Chairman
of Scottish law firm Shepherd and
Wedderburn LLP where he was a senior
corporate partner heading its financial
sector practice. He has experience of
working in a wide range of industry
sectors including financial services,
technology, energy and life sciences.
Attendance record:
Board: 6
Audit Committee: 3
Management Engagement
Committee: 1
Nomination Committee: 1
Remuneration Committee: 1
Louise Nash
Appointed 21 March 2019
Senior Independent Director
A
M
N
R
Louise was a UK Small and Mid-Cap
fund manager, firstly at Cazenove
Capital and latterly at M&G
Investments which she left in 2015.
She now works for family wine business
Höpler and also acts as a consultant to
JLC Investor Relations. Louise is a non-
executive Director to Octopus AIM VCT
plc and was previously a Non-executive
Director of Stockdale Securities.
Attendance record:
Board: 6
Audit Committee: 3
Management Engagement
Committee: 1
Nomination Committee: 1
Remuneration Committee: 1
50 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Angela Lane
Appointed 10 June 2020
Chairman of the Audit Committee
A
M
N
R
Angela previously spent 18 years
working in private equity at 3i,
becoming a partner in 3i's Growth
Capital business managing the UK
portfolio. Since 2007, Angela has held
several non-executive and advisory
roles for small and medium capitalised
companies across a range of
industries including business services,
healthcare, travel, media, consumer
goods and infrastructure. She is
currently a Non-executive Director
and Chairman of the Audit Committee
of Pacific Horizon Investment Trust
plc, and a Non-executive Director and
Chairman of the Audit Committee of
Seraphim Space Investment Trust
plc. She is a Fellow of the Institute of
Chartered Accountants in England and
Wales.
Attendance record:
Board: 6
Audit Committee: 3
Management Engagement
Committee: 1
Nomination Committee: 1
Remuneration Committee: 1
None of the Directors has a service contract with the Company. The terms of their appointment are
detailed in a letter sent to them when they join the Board. These letters are available for inspection at the
registered office of the Company and will be available at the Annual General Meeting.
Directors’ biographies
continued
50 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Nigel Burton
Appointed 21 December 2020
Non-executive Director
Chairman of the Remuneration
Committee
A
M
N
R
Nigel spent over 14 years as an
investment banker at leading City
institutions including UBS Warburg
and Deutsche Bank, including as the
Managing Director responsible for the
energy and utilities sector. He then
spent 15 years as Chief Financial Officer
or Chief Executive Officer of a number
of private and public companies. Nigel
is currently a Non-executive Director of
AIM listed companies Metir plc, eEnergy
Group plc and Sorted Group Holdings
plc. He was formerly a Non-executive
Director of Mobile Streams plc,
Digitalbox plc, Corcel plc, Modern Water
plc, Alexander Mining plc and Chairman
of Remote Monitored Systems plc.
Attendance record:
Board: 6
Audit Committee: 3
Management Engagement
Committee: 1
Nomination Committee: 1
Remuneration Committee: 1
Section 3: Governance 51
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
None of the Directors has a service contract with the Company. The terms of their appointment are
detailed in a letter sent to them when they join the Board. These letters are available for inspection at the
registered office of the Company and will be available at the Annual General Meeting.
Merryn Somerset Webb
Appointed 24 March 2021
Non-executive Director
A
M
N
R
Merryn has significant experience
of financial matters through her role
as an Editor at large for Bloomberg
Opinion. She writes extensively on
personal finance and features regularly
on both radio and television. Merryn
brings valuable investment trust
specific experience. She is currently
a Non-executive Director of Schroder
Japan Trust plc and was formerly
a Non-executive Director of Baillie
Gifford Shin Nippon PLC, Murray
Income Investment Trust plc and
Netwealth Investments Limited.
Attendance record:
Board: 6
Audit Committee: 3
Management Engagement
Committee: 1
Nomination Committee: 1
Remuneration Committee: 1
Section 3: Governance 51
52 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Introduction
Corporate governance is one of the processes by which the Board seeks to safeguard shareholders’ interests and protect and
enhance shareholder value. Shareholders hold the Directors responsible for the stewardship of the Company, delegating
authority and responsibility to the Directors to manage the Company on their behalf and holding them accountable for its
performance.
The Board is ultimately responsible for framing and executing the Company’s strategy and for closely monitoring risks.
We aim to run the Company in a manner which is responsible and consistent with our belief in honesty, transparency and
accountability. In our view, good governance means managing the business well and engaging effectively with investors. We
consider the practice of good governance to be an integral part of the way we manage the Company, and we are committed to
maintaining high standards of financial reporting, transparency and business integrity.
As a UK-listed investment trust company our principal reporting obligation is driven by the UK Corporate Governance Code
(the UK Code). However, as listed investment trust companies differ in many ways from other listed companies, the Association
of Investment Companies has drawn up its own set of guidelines, the AIC Code of Corporate Governance (the AIC Code),
which addresses the governance issues relevant to investment companies and meets the approval of the Financial Reporting
Council.
The UK Code is available from the Financial Reporting Council’s website at frc.org.uk. The AIC Code is available from the
Association of Investment Companies at www.theaic.co.uk.
This report, which forms part of the Directors’ Report, explains how the Board deals with its responsibility, authority and
accountability.
Compliance
The Board has made the appropriate disclosures in this report to ensure that the Company meets its continuing obligations.
It should be noted that, as an investment trust, most of the Company’s day-to-day responsibilities are delegated to third party
service providers, the Company has no employees and the Directors are all non-executives, therefore not all the provisions of
the UK Code are directly applicable to the Company.
The Board considers that the Company has complied with the recommendations of the AIC Code and the provisions contained
within the UK Code that are relevant to the Company throughout the accounting period, except for those relating to:
• the role of the chief executive;
• executive directors’ remuneration; and
• the need for an internal audit function.
For the reasons set out in the AIC Guide, and explained in the UK Code, the Board considers these provisions are not relevant
to the position of the Company, being an externally managed investment company with no executive employees and, in
relation to internal audit function, in view of BlackRock having an internal audit function.
Information on how the Company has applied the principles of the AIC Code and the UK Code is set out below.
The Board
Board composition
As at 30 November 2025, the Board consisted of five Non-executive Directors, all of whom are independent of the Company’s
Manager.
The provision of the UK Corporate Governance Code which relates to the combination of the roles of the chairman and chief
executive does not apply as the Company has no executive directors.
The Directors’ biographies, on pages 49 to 51, demonstrate a breadth of investment knowledge, business and financial
experience relevant to the Company’s business which enables the Board to provide effective strategic leadership and proper
governance of the Company. Details of the Chairman’s other significant time commitments can also be found on page 49.
Corporate governance statement
Section 3: Governance 53
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Board independence and tenure
The Board’s independence, including that of the Chairman, has been considered and all of the Directors are deemed to be
independent in character and have no relationships or circumstances which are likely to affect their judgement.
The Board subscribes to the view expressed in the AIC Code that long-serving Directors should not be prevented from forming
part of an independent majority. It does not consider that the length of tenure, in isolation, reduces a Director’s ability to act
independently. The Board’s policy on tenure is that continuity and experience add significantly to the strength of the Board
and, as such, no formal limit on the overall length of service of any of the Company’s Directors has been imposed, although the
Board believes in the merits of an ongoing and progressive refreshment of its composition.
Succession planning
The Directors support a planned and progressive renewing of the Board. The Board’s tenure and succession policy seeks
to ensure that the Board remains well balanced at all times through the application of a formal succession plan, seeking to
identify and appoint new Directors, as required, who possess a range of skills, knowledge and experience which is aligned to
the activities of the Company. Directors must also be able to demonstrate sufficient commitment to the Company, including
the ability to commit sufficient time to effectively discharge their duties.
Overboarding
The Board is cognisant of the concept of “overboarding” and has considered the time commitment required by the Directors’
other roles, taking into account their nature and complexity. The Board does not believe that any of the Directors are currently
overboarded. The Board reviews this information annually to ensure all Directors have sufficient capacity to carry out their role
effectively. Further information on how the Board satisfies itself that Directors have sufficient time to effectively discharge
their role is set out on page 54.
Board diversity
While the Board does not have a formal policy on diversity, it recognises the benefits at Board level and believes that Directors
should have a mix of different skills, experience, backgrounds, ethnicity, gender and other characteristics. It has therefore
agreed to comply with best practice and applicable regulation in respect of diversity, including gender and ethnicity.
A broad range of factors are taken into account when setting an appointment brief and during the search and selection
process and have been applied during the recruitment and that all Board appointments must be made on merit, in the context
of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.
As at 30 November 2025 the Board had a 40:60 male to female gender ratio, in accordance with relevant regulation and best
practice, and will continue to consider other diversity characteristics, such as age, ethnicity, gender, disability, educational or
professional background when appraising Board composition. Following a search and selection process undertaken by our
Nomination Committee, and led by our Senior Independent Director, the Board subsequently resolved to appoint Mr James
Will on 1 January 2025. As a result of his appointment the gender ratio of the Board is now 50:50.
Up until 9 August 2024, when one of our Directors stepped down from the Board, the Board had complied with the
recommendations of the Parker Review in respect of board diversity and the recent changes to the FCA’s Listing Rules which
set new diversity targets and associated disclosure requirements for UK companies listed on the premium and standard
segment of the London Stock Exchange. Mr Suarez stepped down from the Board at relatively short notice while the search for
a new Chair was underway, and the Board decided to complete the Chair search before seeking to identify a replacement for
Mr Suarez. A new search (with a focus on bringing ethnic diversity to the Board) was undertaken in the year under review. This
search process had identified a suitable Director that would meet the recommendations of the Parker Review. However, given
the combination proposals announced on 20 February it was decided not to proceed with this appointment. The composition
and diversity of the Board at the financial year end can be found in the disclosure table which follows below:
Gender
Number
of Board
members
Percentage
of Board
Number of
senior roles
held
1
Men 2 40% 1
Women 3 60% 2
Ethnicity
2
White British (or any other white background) 5 100% 3
1
A senior position is defined as the role of Chairman, Audit Committee Chairman or Senior Independent Director.
2
Categorisation of ethnicity is stated in accordance with the Office of National Statistics classification.
54 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Directors’ induction and training
When a new Director is appointed to the Board, he or she is provided with all the relevant information regarding the Company
and their duties and responsibilities as a Director. In addition, a new Director will participate in a comprehensive induction day
which includes presentations from representatives of the Manager, including the Investment Manager, Legal & Compliance,
Risk & Quantitative Analysis, Internal Audit and the Company Secretary, whereby he or she will become familiar with the
various processes which are considered necessary for the performance of their duties and responsibilities. The induction
session is structured to ensure new Directors can ask questions and request clarification where required.
The Company’s policy is to encourage Directors to keep up to date and attend training courses on matters which are directly
relevant to their involvement with the Company. The Directors also receive regular briefings from, amongst others, the
Auditor and the Company Secretary regarding any proposed developments or changes in law or regulations that could affect
themselves or the Company.
Directors’ liability insurance
The Company has maintained appropriate Directors’ Liability Insurance cover throughout the year, which continues to be in
force as at the date of this report.
The Board’s responsibilities
The Board is responsible to shareholders for the effective stewardship of the Company. A formal schedule of matters reserved
for the decision of the Board has been adopted. Investment policy and strategy are determined by the Board. It is also
responsible for the gearing policy, dividend policy, public documents, such as the Annual Report and Financial Statements, the
buy-back policy and corporate governance matters. In order to enable them to discharge their responsibilities effectively the
Board has full and timely access to relevant information.
The Board currently meets at least six times a year to review investments, performance, financial reports and other reports of
a strategic nature. Board or Board Committee meetings are also held on an ad hoc basis to consider issues as they arise. Key
representatives of the Manager and/or Investment Manager attend each meeting and between these meetings there is regular
contact with the Manager and Investment Manager.
The Directors have direct access to company secretarial advice and the services of the Manager, through a nominated
representative, who is responsible to the Board for ensuring that Board and Committee procedures are followed and that the
Company complies with applicable rules and regulations. Where necessary, in the furtherance of their duties, the Directors
may seek independent professional advice at the expense of the Company.
Performance evaluation
In order to review the effectiveness of the Board, its Committees and the individual Directors, the Board carries out an annual
appraisal process. The performance evaluation took the form of electronic performance evaluation questionnaires. The
evaluation looked at several key areas, including the performance of the Board and its Committees, the effectiveness of the
Board’s oversight of the Investment Manager, investment strategy and performance, risk management, external relations and
succession planning. The responses were then collated, analysed and discussed by the Chairman and Senior Independent
Director before being presented to the Board for its consideration. The performance of the Chairman was also evaluated and
reported to our Senior Independent Director, who in turn shared the findings with the Board.
The appraisal process is considered to be constructive in terms of identifying areas in which the functioning and performance
of the Board and its Committees and the contribution of individual Directors could be improved, as well as building on and
developing individual and collective strengths. The overall conclusion from the evaluation process was that the Board and its
Committees were functioning effectively.
Corporate governance statement
continued
Section 3: Governance 55
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Delegation of responsibilities
The Board has delegated the following areas of responsibility:
Management and administration
The management of the investment portfolio and the administration of the Company have been contractually delegated
to BlackRock Fund Managers Limited (BFM or the Manager) as the Company’s AIFM, and BFM (with the permission of the
Company) has delegated certain investment management and other ancillary services to BlackRock Investment Management
(UK) Limited (BIM (UK) or the Investment Manager). The contractual arrangements with the Manager are summarised on
pages 59 and 60. The Manager, operating under guidelines determined by the Board, has responsibility for the decisions
relating to the day-to-day running of the Company and is accountable to the Board for the investment, financial and operating
performance of the Company.
Following proposals announced on 20 February 2026 for the reconstruction and voluntary winding up of the Company, the
Company has given notice to terminate the IMA with effect from the date the combination has been approved by shareholders.
The Manager has delegated the fund accounting and administration services to The Bank of New York Mellon (International)
Limited.
The review of the Manager’s performance is an ongoing duty and responsibility of the Board which is carried out at every
Board Meeting. In addition, a formal review is undertaken annually, details of which are set out on page 54 of the Directors’
Report.
The assets of the Company have been entrusted to the Depositary for safekeeping. The Company’s appointed Depositary is
The Bank of New York Mellon (International) Limited. The address at which the business is conducted is given on page 128.
The Board has delegated the exercise of voting rights attaching to the securities held in the portfolio to the Investment
Manager. Details of the Investment Manager’s approach to voting is set out on page 43.
Committees of the Board
The Board has appointed a number of committees as set out below and on page 48. Copies of the terms of reference of each
committee are available on request from the Company’s registered office, on the BlackRock website at www.blackrock.com/uk/
thrg and at each Annual General Meeting.
Audit Committee
The Audit Committee is chaired by Angela Lane and consists of all the Directors of the Company. Further details are provided
in the Report of the Audit Committee on pages 74 to 78.
Nomination Committee
The Nomination Committee, which comprises all the Directors, is chaired by James Will.
The role of the Committee is to review Board structure, size and composition, the balance of knowledge, experience and skills
range and to consider succession planning and tenure policy. Appointments of new Directors will be made on a formalised
basis, with the Committee agreeing the selection criteria and the method of selection, recruitment and appointment. Board
diversity, including gender, ethnicity and other diversity characteristics, will be taken into account in establishing the criteria.
The services of an external search consultant may be used to identify potential candidates. The Committee meets at least once
a year and more often if required.
Management Engagement Committee
The Management Engagement Committee is chaired by James Will and comprises all the Directors of the Company. The
Committee annually reviews the appropriateness of the Manager’s continued appointment, together with the terms and
conditions thereof.
In addition to reviewing performance, the Manager is also assessed in relation to the quality of the fund management and
administration teams, commitment to their investment trust business, strength of relationships with shareholders and the
appropriateness of the management contract, including fees.
56 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Remuneration Committee
The Remuneration Committee is currently chaired by Nigel Burton. The Remuneration Committee has delegated responsibility
for determining and recommending to the Board a policy for Directors’ remuneration. The Committee reports and makes
recommendations to the Board on all matters of remuneration. Further details are provided in the Report of the Remuneration
Committee on pages 68 to 71.
Internal controls
The Board is responsible for ensuring the establishment and maintenance of the Company’s system of internal controls and
for monitoring their adequacy and effectiveness, for ensuring that financial information published or used within the business
is reliable, and for regularly monitoring compliance with regulations governing the operation of investment companies.
The Board reviews the effectiveness of the internal control systems on an ongoing basis to identify, evaluate and manage the
Company’s significant risks. As part of that process, there are procedures designed to capture and evaluate any failings or
weaknesses and should a matter be categorised by the Board as significant, procedures exist to ensure that necessary action
is taken to remedy the failing. The Board is not aware of any significant failings or weaknesses arising during the year under
review.
Control of the risks identified, covering financial, operational, compliance and risk management, is embedded in the
operations of the service providers as delegated by the Company. There is a monitoring and reporting process to review
these controls, which has been in place throughout the year under review and up to the date of this report, carried out by the
Manager’s internal audit department. This accords with the Financial Reporting Council’s: Guidance on Risk Management and
Internal Control.
The Company’s risk register sets out the risks relevant to the Company and describes, where relevant, the internal controls that
are in place at the AIFM, the Investment Manager and other third party service providers to mitigate these risks.
The Audit Committee formally reviews this register on a semi-annual basis and BFM, as the Company’s AIFM, reports on any
significant issues that have been identified in the period. The Depositary also reviews the control processes in place at the
Custodian, the Fund Accountant and the AIFM and reports formally to the Committee twice yearly. Both the AIFM and the
Depositary will escalate issues and report to the Committee outside of these meetings on an ad hoc basis to the extent this
is required. The Committee also receives summaries of the annual Service Organisation Control (SOC 1) reports respectively
from BlackRock and The Bank of New York Mellon on the internal controls of their respective operations, together with the
opinion of their reporting accountants.
The Board recognises that these control systems can only be designed to manage rather than to eliminate the risk of failure
to achieve business objectives, and to provide reasonable, but not absolute, assurance against material misstatement or loss,
and relies on the operating controls established by the Manager and the Depositary.
The Manager prepares revenue forecasts and management accounts which allow the Board to assess the Company’s activities
and review its performance at each Board meeting. The Board and the Manager have agreed clearly defined investment
criteria and have specified levels of authority and exposure limits. Reports on these issues, including performance statistics
and investment valuations, are submitted to the Board at each meeting.
Internal audit
The Company does not have its own internal audit function, as all the administration is delegated to the Manager whose
internal audit department reports to the Company’s Audit Committee on a semi-annual basis on the results of testing
performed in relation to the Manager’s internal control processes. The Board monitors the controls in place through the
Manager’s internal audit department and considers that there is currently no need for the Company to have its own internal
audit function although this matter is kept under review.
Financial reporting
The production of the Annual Report and Financial Statements is outsourced to the Fund Administrator and is reviewed
and approved by the Directors. The Statement of Directors’ Responsibilities in respect of the Annual Report and Financial
Statements is set out on pages 79 and 80, the Independent Auditor’s Report on pages 84 to 89 and the Statement of Going
Concern on pages 61 and 62.
Corporate governance statement
continued
Section 3: Governance 57
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Bribery prevention policy
The provision of bribes of any nature to third parties in order to gain a commercial advantage is prohibited and is a criminal
offence. The Company has a zero-tolerance policy towards bribery and a commitment to carry out business fairly, honestly
and openly. The Board takes its responsibility to prevent bribery very seriously, and BlackRock has anti-bribery policies and
procedures in place which are high level, proportionate and risk based, and which are periodically reviewed by the Board.
The Company’s other service providers have been contacted in respect of their anti-bribery policies and where necessary,
contractual changes are made to existing agreements in respect of anti-bribery provisions.
Criminal Finances Act 2017
The Company has a commitment to zero-tolerance towards the criminal facilitation of tax evasion.
GDPR
Data protection rights were harmonised across the European Union following the implementation of the General Data
Protection Regulation (GDPR) on 25 May 2018. The Board has sought and received assurances from its third party service
providers that they have taken appropriate steps to ensure compliance with GDPR.
Communication with shareholders
All shareholders have the opportunity to attend and vote at the AGM. The Notice of the AGM sets out the business of the
Meeting and any special business is explained in the Directors’ Report. Separate resolutions are proposed for substantive
issues.
Regular updates on performance are available to shareholders on the website. Proxy voting figures are announced to the
shareholders at the AGM and will be made available on the Manager’s website shortly after the meeting.
In accordance with provision 4 of the 2018 UK Corporate Governance Code, when, in the opinion of the Board, a significant
proportion of votes have been cast against a resolution at any general meeting, the Board will explain, when announcing the
results of voting, what actions it intends to take to understand the reasons behind the vote result.
The Board discusses with the Investment Manager at each Board meeting any feedback from meetings with shareholders,
and it also receives reports from its corporate broker. The Chairman and Senior Independent Director also meet directly with
shareholders providing a forum for canvassing their views and enabling the Board to be aware of any issues of concern. In
addition, as part of a strategic review undertaken at the Board’s request, our Broker and Financial Adviser, Winterflood, met
with several of our top ten shareholders, seeking their views and feedback on a range of issues.
There is also a clear channel of communication between the Board and the Company’s shareholders via the Company
Secretary and the Board encourages shareholders to utilise this. The Company Secretary has no express authority to respond
to enquiries addressed to the Board and all communication, other than junk mail, is redirected to the Chairman.
There is a section within this report entitled “Additional Information – Shareholder Information”, on pages 122 to 125, which
provides an overview of useful information available to shareholders.
The Company’s financial statements, regular fact sheets and other information, are also published on the BlackRock website
at www.blackrock.com/uk/thrg. The work undertaken by the Auditor does not involve consideration of the maintenance and
integrity of the website and, accordingly, the Auditor accepts no responsibility for any changes that have occurred to the
financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation
in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in
their jurisdiction.
58 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Disclosure Guidance and Transparency Rules
Other information required to be disclosed pursuant to the Disclosure Guidance and Transparency Rules has been placed
in the Directors’ Report on pages 59 to 67 because it is information which refers to events that have taken place during the
course of the year.
By order of the Board
JAMES WILL
Chairman
27 February 2026
Corporate governance statement
continued
Section 3: Governance 59
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The Directors present the Annual Report and Financial Statements of the Company for the year ended 30 November 2025.
Status of the Company
The Company carries on business as an investment trust. It has been approved by HM Revenue & Customs as an investment
trust in accordance with Sections 1158 and 1159 of the Corporation Tax Act 2010, subject to the Company continuing to meet
eligibility conditions. The Directors are of the opinion that the Company has conducted its affairs in a manner which will satisfy
the conditions for continued approval.
The Company is domiciled in the UK as an investment company within the meaning of Section 833 of the Companies Act 2006. It
is not a close company and has no employees.
As an investment company that is managed and marketed in the United Kingdom, the Company is an Alternative Investment
Fund (AIF) falling within the scope of, and subject to the requirements of the Alternative Investment Fund Managers’ Directive
(AIFMD) (as implemented and transposed into UK law). The Company is governed by the provisions of the UK Alternative
Investment Fund Managers Regulations 2013 (the Regulations) and is required to be authorised by the Financial Conduct
Authority (FCA). It must comply with a number of obligations, including the appointment of an Alternative Investment Fund
Manager (AIFM) and a depositary to carry out certain functions. The Company must also comply with the Regulations in
respect of leverage, outsourcing, conflicts of interest, risk management, valuation, remuneration and capital requirements and
must also make additional disclosures to both shareholders and the FCA. Further details are set out on the BlackRock website
at www.blackrock.com/uk/thrg, and in note 16 of the Notes to the Financial Statements on pages 107 to 118.
The Company’s ordinary shares are eligible for inclusion in the Stocks & Shares component of an Individual Savings Account
(ISA).
Facilitating retail investments
The Company currently conducts its affairs so that its shares can be recommended by an Independent Financial Advisor to
ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream pooled investments and intends
to continue to do so for the foreseeable future. The shares are excluded from the FCA’s restrictions which apply to non-
mainstream pooled investments because they are shares in an investment trust.
The Common Reporting Standard
Tax legislation under The OECD (Organisation for Economic Co-operation and Development) Common Reporting Standard for
Automatic Exchange of Financial Account Information (The Common Reporting Standard) was introduced on 1 January 2016.
The legislation requires investment trust companies to provide personal information to HMRC about investors who purchase
shares in investment trusts. The Company will have to provide information annually to the local tax authority on the tax
residencies of a number of non-UK based certificated shareholders, and corporate entities. The local tax authority to which the
information is initially passed may in turn exchange the information with the tax authorities of another country or countries
in which the shareholder may be tax resident, where those countries (or tax authorities in those countries) have entered into
agreements to exchange financial account information.
All new shareholders entered onto the share register, excluding those whose shares are held in CREST, will be sent a
certification form for the purposes of collecting this information.
Dividends
Details of dividends paid and payable are set out in the Chairman’s Statement on page 9.
Investment management and administration
BlackRock Fund Managers Limited (BFM) was appointed as the Company’s AIFM with effect from 2 July 2014. The
management contract is terminable by either party on six months’ notice. Following proposals announced on 20 February
2026 for the reconstruction and voluntary winding-up of Company, the Company has given notice to terminate the IMA with
immediate effect from the date that an effective resolution for the winding-up of the Company is passed and the Manager has
agreed to such termination.
BlackRock Investment Management (UK) Limited (BIM (UK)) continues to act as the Company’s Investment Manager under a
delegation agreement with BFM. BIM (UK) also acted as the Company Secretary of the Company throughout the year.
Directors’ report
60 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
BFM receives a base management fee of 0.35% of gross assets per annum (calculated on the month end gross assets of the
Company, including the economic exposure of the total long and short positions and index futures less current liabilities).
BFM is also entitled to a performance fee of 15% of Net Asset Value (NAV) total return outperformance of the Benchmark
Index measured and annualised on a two-year rolling basis and applied on the average gross assets over two years. The
performance fee has an effective cap of circa 0.9% of average gross assets over that period. Outperformance is the amount by
which the Fund Return arithmetically exceeds the Benchmark Return. The cap applies as a result of the maximum cap on total
management and performance fees of 1.25% of average gross assets over a rolling two-year period.
The fee structure also includes a mechanism by which any cumulative previous underperformance versus the Benchmark
Index return must be made good before any future performance fee can be generated. Conversely, any outperformance which
has not been remunerated as a result of the application of the maximum cap on total fees of 1.25% (as above) may be carried
forward solely for the purposes of being applied to net off against any underperformance not yet made good. The performance
fee model for the Company operates on a rolling two-year period, with an effective annual cap of circa 0.9% on average gross
assets over two years. On the first day of the financial year outperformance from the previous financial year (if any) is carried
forward and accrued in the daily NAV released to the London Stock Exchange.
For the year ended 30 November 2025, the total accrual of the performance fee for all rolling two year performance periods
amounted to £nil (2024: £3,607,000), calculated as follows:
• For the annualised rolling two-year performance period to 30 November 2025, the Company has underperformed the
benchmark by 5.2% as at 30 November 2025. A performance fee of £nil relating to this performance period has been
accrued at the date of this report; and
• For the annualised rolling two-year performance period to 30 November 2026, the Company has underperformed the
benchmark by 5.3% as at 30 November 2025. A performance fee of £nil relating to this performance period has been
accrued at the date of this report. Any performance fee relating to this performance period would not become payable until
30 November 2026, subject to the ongoing performance of the Company.
The Board believes that the fee structure is appropriately aligned to the Company’s activities, investment objective and
shareholder interests. The low base fee minimises the costs borne by shareholders, whilst the performance fee is designed to
reward the Manager at a level acceptable to shareholders for the generation of superior performance versus the Benchmark
Index.
Further details of the management fees are disclosed in note 4 on pages 98 and 99.
No penalty on termination of the investment management agreement is payable by the Company in the event that six months’
written notice is given to BFM. There are no provisions relating to payment of fees in lieu of notice.
The Company contributes to a focused investment trust sales and marketing initiative operated by BIM (UK) on behalf of
the investment trusts under its management. The Company’s contribution to the consortium element of the initiative, which
enables the trusts to achieve efficiencies by combining certain sales and marketing activities, represented 0.025% per annum
of its net assets (£502 million as at 31 December 2025) and this contribution is matched by BIM (UK).
For the year ended 30 November 2025, £159,000 including VAT (2024: £175,000 including VAT) has been accrued in respect
of these initiatives. The purpose of the programme overall is to ensure effective communication with existing shareholders
and to attract new shareholders to the Company. This has the benefit of improving liquidity in the Company’s shares and helps
sustain the stock market rating of the Company.
BFM and BIM (UK) are subsidiaries of BlackRock, Inc. which is a publicly traded corporation on the New York Stock Exchange
and operating as an independent firm.
Appointment of the Manager
The Board considers the arrangements for the provision of investment management and other services to the Company on
an ongoing basis and a formal review is conducted annually. As part of the annual review, the Board considers the quality and
continuity of the personnel assigned to handle the Company’s affairs, the investment process and the results achieved to date.
In addition, as described earlier in the Chairman’s statement, the Board, with the support of Stanhope Consulting, undertook
an extensive sector-wide review which included an analysis of the strategies and performance of peer group companies and
an assessment of all the options available to the Company. Based on the results of this review and regular engagement with
Shareholders, the Board concluded that the Combination is in Shareholders’ best interests.
Directors’ report
continued
Section 3: Governance 61
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Consequently, and following proposals announced on 20 February 2026 for the reconstruction and voluntary winding-up of
Company, the Company has given notice to terminate the IMA with immediate effect from the date that an effective resolution
for the winding-up of the Company is passed and the Manager has agreed to such termination.
To the extent the Combination is not approved by shareholders, the termination will not be effective and the Board will review
alternative options for the Company’s future in due course.
Depositary and Custodian
The Company has appointed The Bank of New York Mellon (International) Limited as its Depositary (the Depositary or BNY).
Its duties and responsibilities are outlined in the investment fund legislation (as contained in the FCA AIF Rulebook). The
main role of the Depositary under the AIFMD is to act as a central custodian with additional duties to monitor the operations
of the Company, including monitoring cash flows and ensuring the value of the Company’s shares is calculated appropriately
in accordance with the relevant regulations and guidance. The Depositary is also responsible for enquiring into the conduct
of the AIFM in each annual accounting period. The Depositary receives a fee payable at 0.0095% of the net assets of the
Company. The Company has appointed the Depositary in a tripartite agreement to which BFM as AIFM is also a signatory. The
Depositary is also liable for loss of financial instruments held in custody.
Under the depositary agreement, custody services in respect of the Company’s assets have been delegated to BNYM which
also receives a custody fee payable by the Company at rates depending on the number of trades effected and the location
of securities held. Custody fees of £6,000 (2024: £7,000) were paid to BNY. The depositary agreement is subject to 90 days’
notice of termination by any party, however, to the extent that the Depositary’s services need to be terminated in less than 90
days as a result of the combination with BRSC, the Depositary has confirmed that it will waive the notice period.
Registrar
The Company has appointed Computershare Investor Services PLC as its Registrar (the Registrar). The principal duty of
the Registrar is the maintenance of the register of shareholders (including registering transfers). It also provides services in
relation to any corporate actions, dividend administration, shareholder documentation and compliance with the Common
Reporting Standard.
The Registrar receives a fixed fee, plus disbursements and VAT. Fees in respect of corporate actions are negotiated as and
when they arise. Registrar fees of £57,000 (2024: £44,000) were paid to the Registrar.
Derivative counterparties
The Company transacts with multiple counterparties for transacting in derivatives. At 30 November 2025, the Company had
master agreements with JP Morgan, Société Générale, BNP Paribas and Merrill Lynch, to enable the Company to gain long and
short exposure on individual securities through derivatives. Further details are given in note 16 on pages 107 to 118.
Change of control
There are no agreements which the Company is party to that might be affected by a change in control of the Company.
Exercise of voting rights in investee companies
As of 1 January 2025, BlackRock’s stewardship policies are developed and implemented by two independent, specialist teams,
BlackRock Investment Stewardship (BIS) and BlackRock Active Investment Stewardship (BAIS). While the two teams operate
independently, their general approach is grounded in widely recognized norms of corporate governance and shareholder
rights and responsibilities.
BIS is responsible for engagement and voting in relation to clients’ assets managed by certain index equity portfolio managers.
Approximately 90% of BlackRock clients’ public equity assets under management are held in index strategies, as of 30 September
2025. BAIS partners with BlackRock’s active investment teams on company engagement and voting in relation to their holdings.
Principal risks
The key risks faced by the Company are set out in the Strategic Report on pages 30 to 34.
Going concern
As set out in more detail in the Chairman’s Statement on pages 8 to 12, it is proposed that the Company combines with
BlackRock Smaller Companies Trust plc. The Combination, if approved by each company’s shareholders, will be effected
by a scheme of reconstruction and winding up under section 110 of the Insolvency Act 1986 and the associated transfer
of assets and undertaking of the Company to BlackRock Smaller Companies Trust plc in exchange for the issue of new
62 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
shares in BlackRock Smaller Companies Trust plc. The outcome of the general meetings to make the Combination effective
represents a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern.
Notwithstanding this material uncertainty, the Board has concluded that it remains appropriate to continue to prepare
the financial statements on going concern basis. In reaching this conclusion, the Board has come to the view that as the
Combination is contingent on shareholder approval and the Company is considered solvent in all other regards, there is no
irrevocable path to liquidation and thus going concern remains the most appropriate basis for preparation. In reaching this
conclusion the Board has also given due consideration to the risks associated with the Combination.
The Company has a relatively liquid portfolio and largely fixed overheads (excluding any applicable performance fees) which
comprise a very small percentage of net assets (0.63% excluding performance fees, 0.51% including performance fees
in 2025). The effective performance fee cap in the event that the NAV return exceeds the Benchmark Index return over the
performance period is circa 0.90% of the average gross assets over the two years and the applicable percentage to be applied
to the outperformance of the NAV total return over the Benchmark Index return is 15%. In addition, the maximum cap on total
management and performance fees is 1.25% of average gross assets (measured over a rolling two-year period). Therefore, the
Board has concluded that the Company would be able to meet its ongoing operating costs as they fall due.
Directors
Information about the Directors, including their relevant experience, can be found on pages 49 to 51.
Details of Directors’ interests in the ordinary shares of the Company are set out in the Report of the Remuneration Committee
on pages 68 to 71. Further information on the Directors of the Company as at 30 November 2025 and as at the date of this
report can be found on pages 49 to 51.
In accordance with best practice and the recommendations of the UK Code of Corporate Governance, all Directors will retire
each year and if eligible, will offer themselves for re-election. The Board may also appoint Directors but any Director so
appointed must stand for election by the shareholders at the next Annual General Meeting. Directors are also required to retire
if they have served more than nine years on the Board and then may offer themselves for annual re-election.
The Board has considered the position of all Directors standing for either election or re-election at the forthcoming AGM in
March 2026 and believes that it is in the Company’s best interests to support the respective resolutions. The Board therefore
recommends that shareholders vote in favour of these resolutions.
The Board ensures that each Director has sufficient time to discharge their role and considers both the number and nature of
their other commitments, the time commitment required and overall capacity. This may include a detailed review of their time
spent on other activities. Any new external appointments must first be approved by the Board and the Director concerned must
demonstrate that they have sufficient time to carry out the new role. Before recommending a Director for re-election their time
capacity, independence, attendance record and ongoing commitment to the affairs of the Company are considered. A formal
evaluation of their performance is also carried out each year.
Director
Asset and
Investment
Management
Finance and/or
Accounting
Investment Trust
experience
Marketing and
Distribution
Corporate Strategy
and Finance
Legal
expertise
James Will ✔ ✔ ✔ ✔ ✔
Merryn Somerset Webb ✔ ✔ ✔
Nigel Burton ✔ ✔ ✔ ✔ ✔
Louise Nash ✔ ✔ ✔ ✔
Angela Lane ✔ ✔ ✔ ✔
Having considered the Directors’ performance within the annual Board performance evaluation process, further details of
which are provided on page 54, the Board believes that it continues to be effective and that the Directors bring extensive
knowledge and experience, suitably aligned to the activities of the Company, and demonstrate a range of valuable business,
financial and asset management skills, as set out in the table above. Further details of their experience and expertise can be
found in their biographies on pages 49 to 51.
Further details of the independence of the Board and Board tenure is provided in the Corporate Governance Report on
page53.
There were no contracts subsisting during the year under review or up to the date of this report in which a Director of the
Company is or was materially interested and which is or was significant in relation to the Company’s business. None of the
Directors’ report
continued
Section 3: Governance 63
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Directors is entitled to compensation for loss of office on the takeover of the Company. None of the Directors has a service
contract with the Company.
Conflicts of interest
The Board has put in place a framework for Directors to report conflicts of interest or potential conflicts of interest.
All Directors are required to notify the Company Secretary of any situations, or potential situations where they consider that
they have or may have, a direct or indirect interest or duty that conflicts or possibly conflicts with the interests of the Company.
All new situations, or changes to previously reported situations are reviewed on an individual basis and reviewed at each
meeting. Directors are also reminded at each meeting that there remains a continuing obligation to notify the Company
Secretary of any new situations that may arise or any changes that may occur to a previously notified situation. The Board
considers that the framework has worked effectively throughout the year.
Directors’ remuneration report and policy
The Directors’ Remuneration Report can be found within the Report of the Remuneration Committee on pages 68 to 71.
An advisory ordinary resolution to approve this report will be put to shareholders at the Company’s AGM. The Company is
also required to put the Directors’ Remuneration Policy to a binding shareholder vote every three years. The Company’s
Remuneration Policy was last put to shareholders at the AGM in 2023, therefore, an ordinary resolution to approve the policy
will be put to shareholders at the AGM to be held in 2026.
Directors’ responsibilities
The Directors’ responsibilities in preparing these Financial Statements are noted on pages 79 and 80.
Substantial share interests
As at 30 November 2025, the following investors had declared a notifiable interest of 3% or more in the Company’s voting
rights.
Shareholder
Interests in
shares
% of issued
share
capital
1
Saba Capital Management, L.P. 12,973,323 17.29%
Rathbones Investment Management Ltd 6,167,476 8.52%
Jefferies Financial Group Inc 3,768,638 5.02%
Evelyn Partners Limited 4,160,999 5.01%
City of London Investment Management Company Limited 4,067,838 5.01%
RBC Europe Limited 3,574,039 4.65%
Bank of America Corporation 2,918,669 3.88%
IntegraFin Holdings plc 2,426,689 3.19%
1
Based upon 75,033,364 shares in issue at the year end.
As at 25 February 2026, the following investors had declared a notifiable interest in the Company’s voting rights:
Shareholder
Interests in
shares
% of issued
share
capital
1
Saba Capital Management, L.P. 12,973,323 17.29%
Rathbones Investment Management Ltd 6,167,476 8.52%
Jefferies Financial Group Inc 3,768,638 5.02%
Evelyn Partners Limited 4,160,999 5.01%
City of London Investment Management Company Limited 4,067,838 5.01%
RBC Europe Limited 3,574,039 4.65%
IntegraFin Holdings plc 2,426,689 3.19%
1
Based upon 75,033,364 shares in issue as at 25 February 2026.
64 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Articles of Association
Any amendments to the Company’s Articles of Association must be made by a special resolution of the members of the Company.
Share capital
Details of the Company’s share capital and voting rights are given in note 14 on page 105. Details of the voting rights in the
Company’s shares as at the date of this report are also given in note 16 to the Notice of Annual General Meeting on page 141.
The ordinary shares carry the right to receive dividends and have one voting right per ordinary share. There are no restrictions
on the voting rights of the ordinary shares or on the transfer of the ordinary shares. There are no shares which carry specific
rights with regard to the control of the Company.
Share issues and repurchases
The Board believes that the best way to address any discount over the longer term is to generate good performance and to
create demand for the Company’s shares in the secondary market through effective marketing to drive awareness of the
Company’s unique structure, robust investment process and long-term investment track record in an attractive sector that is
difficult to navigate.
In support of this activity, and where deemed to be in shareholders’ long-term interests, the Board may exercise its powers to
issue or buy back shares with the objective of ensuring that neither an excessive discount or premium to NAV arises.
The Board considers several factors in determining whether the discount or premium to NAV at which the Company’s shares
trade is excessive or otherwise. These may include but are not limited to: whether the share rating is commensurate with the
peer group of UK Smaller Companies and whether the Company’s shares are trading in normal market conditions; the ongoing
attractiveness of the investment proposition, in particular the strength of the portfolio management team and process; and the
strong long-term performance delivered for shareholders, both in absolute and relative terms.
Share buybacks may be made principally: (i) to enhance net asset value for continuing shareholders by purchasing shares at
a discount to the prevailing net asset value; and (ii) to address any imbalance between the supply of and the demand for the
Company’s shares that results in a discount of the quoted market price to the published net asset value per share.
In accordance with the Listing Rules of the FCA, the maximum price (excluding expenses) that may be paid on the exercise
of the authority must not exceed the higher of: (i) 5% above the average closing price on the London Stock Exchange of an
ordinary share over the five business days immediately preceding the date of purchase; and (ii) the higher of the price of the
last independent trade and the highest current independent bid.
In deciding whether to make any such purchases, the Directors will have regard to what they believe to be in the best interests
of Shareholders as a whole and to applicable legal requirements.
Although the Manager initiates any buybacks, the policy and parameters are set by the Board and reviewed at regular intervals.
If needed, the Company would raise any cash required to finance the purchase of such shares either by selling securities in the
Company’s portfolio or by short-term borrowing.
The current annual authority to repurchase ordinary shares was granted to Directors at the AGM held on 25 March 2025 and
expires at the conclusion of the AGM in 2026.
The Directors are therefore proposing that their authority to buy back shares to be held in treasury, or for cancellation, and to
issue new shares or sell shares from treasury be renewed at the forthcoming AGM.
Treasury shares
The Company is authorised to purchase its own ordinary shares to be held in treasury for reissue or cancellation at a future
date. As at 30 November 2025, 28,176,500 shares were held in treasury (2024: 15,938,000 shares).
Treasury shares will only be reissued at prices at or above the prevailing NAV per share thereby giving the Company the ability
to reissue shares quickly and cost effectively, improving liquidity and providing the Company with additional flexibility in the
management of its capital base. It also ensures a positive overall effect for shareholders when shares are bought back at a
discount and then sold at a price at or above the NAV per share.
Directors’ report
continued
Section 3: Governance 65
Streamlined Energy & Carbon Reporting scheme (SECR) statement: greenhouse gas (GHG)
emissions and energy consumption disclosure
As an externally managed investment company, the Company has no greenhouse gas emissions to report from its operations,
nor does it have any responsibility for any other emissions producing sources under the Companies Act (Strategic Report and
Directors’ Reports) Regulations 2013. For the same reason, the Company considers itself to be a low energy user under the
SECR regulations and therefore is not required to disclose energy and carbon information.
Business of the AGM
The following information to be discussed at the forthcoming Annual General Meeting is important and requires
your immediate attention. If you are in any doubt about the action you should take, you should seek advice from your
stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and
Markets Act 2000 (as amended).
If you have sold or transferred all of your ordinary shares in the Company, you should pass this document, together
with any other accompanying documents including the 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.
In light of the recommended proposals to combine the Company with BlackRock Smaller Companies Trust plc (as set out
above) this year’s AGM will be a short, technical meeting, required to be held in accordance with the Companies Act 2006.
As such, there will not be the usual Manager’s presentation with refreshments following the AGM. If you cannot attend
in person we encourage you to vote in advance by completing and returning your Form of Proxy. Voting at the Annual
General Meeting will be by way of a Poll.
The business of this year’s AGM consists of 14 resolutions. Resolutions 1 to 11 are proposed as ordinary resolutions and
resolutions 12 to 14 are being proposed as special resolutions.
Ordinary Resolution 1 – Annual Report and Financial Statements
This resolution seeks shareholder approval to receive the report of the Directors and Financial Statements for the year ended
30 November 2025 and the Auditor’s report thereon.
Ordinary Resolution 2 – Approval of the Directors’ Remuneration Report
This resolution is an advisory vote on the Directors’ Remuneration Report for the year ended 30 November 2025, excluding any
content relating to the remuneration policy as set out on pages 72 and 73.
Resolution 3 – Approval of the Directors’ Remuneration Policy
This is a binding resolution to approve the Directors’ Remuneration Policy as set out on pages 72 and 73.
Ordinary Resolutions 4 to 8 – Re-election of the Directors
Resolutions 4 to 8 relate to the election or re-election of the Directors. The Board has undertaken a formal performance
evaluation during the year and confirms that the performance of the Directors standing for re-election continues to be
effective and that each Director continues to demonstrate commitment to their role and has confirmed with each Director, and
specifically with the Chairman of the Board, that they have sufficient time to effectively discharge their duties to the Company.
Their biographies on pages 49 to 51 provide details of their collective expertise and experience. The Board believes their re-
appointment is in the best interests of shareholders and will promote the long-term success of the Company.
Ordinary Resolutions 9 and 10 – Re-appointment of the external Auditor and the Auditor’s
Remuneration
These resolutions relate to the re-appointment and remuneration of the Company’s auditor. The Company, through its Audit
Committee, has considered the independence and objectivity of the external auditor and is satisfied that the Auditor is
independent. Further information in relation to the assessment of the existing Auditor’s independence can be found in the
Report of the Audit Committee on pages 84 to 89.
Resolutions relating to the following items of special business will be proposed at the forthcoming AGM.
66 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Ordinary Resolution 11 – Authority to allot ordinary shares
The Directors may only allot shares for cash if authorised to do so by shareholders in a general meeting. This resolution seeks
authority for the Directors to allot shares for cash up to an aggregate nominal amount of £375,166.82 per annum, which
is equivalent to 7,503,336 ordinary shares of 5p each and represents 10% of the Company’s issued ordinary share capital
(excluding treasury shares) as at the date of the Notice of the AGM. This resolution will expire at the conclusion of the AGM of
the Company to be held in 2027 unless renewed prior to that date at an earlier general meeting. All shares issued under this
authority would be at a premium to the prevailing NAV.
Special Resolution 12 – Authority to disapply pre-emption rights
By law, Directors require specific authority from shareholders before allotting new shares or selling shares out of treasury for
cash without first offering them to existing shareholders in proportion to their holdings.
Resolution 12 empowers the Directors to allot new shares for cash or to sell shares held by the Company in treasury, otherwise
than to existing shareholders on a pro rata basis, up to an aggregate nominal amount of £375,166.82 which is equivalent to
7,503,336 ordinary shares of 5p each and represents 10% of the Company’s issued ordinary share capital (excluding treasury
shares) as at the date of the Notice of the AGM. This resolution, which is subject to the passing of ordinary resolution 11, will
expire at the conclusion of the AGM of the Company to be held in 2027 unless renewed prior to that date at an earlier general
meeting. All shares issued under this authority would be at a premium to the prevailing NAV.
Special Resolution 13 – Authority to buy back ordinary shares
The resolution to be proposed will seek to renew the authority granted to Directors enabling the Company to purchase its own
ordinary shares. The Directors will only consider repurchasing shares in the market if they believe it to be in shareholders’ interests
and as a means of correcting any imbalance between supply and demand for the Company’s shares.
The Directors are seeking authority to purchase up to 11,247,501 ordinary shares (being 14.99% of the issued ordinary share
capital excluding treasury shares as at the date of this report). This authority, unless renewed at an earlier general meeting, will
expire at the conclusion of the AGM of the Company to be held in 2027.
Any ordinary shares purchased pursuant to this resolution shall be cancelled immediately upon completion of the purchase or
held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Companies Act.
Special Resolution 14 – Notice period for General Meetings
Special Resolution 14 empowers the Directors to hold general meetings (other than annual general meetings) on 14 days’
notice, which is the minimum notice period permitted by the Companies Act 2006. The EU Shareholder Rights Directive
increases the minimum notice period to 21 days unless two conditions are met.
The first condition is that the Company offers facilities for shareholders to vote by electronic means. The second condition is that
there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days, hence
this resolution being proposed. It is not intended that this power will be used as a matter of course, rather that this flexibility will be
utilised where the Board believes that the nature of the business to be conducted requires that a general meeting be convened at 14
days’ notice.
Recommendation
The Board considers that each of the resolutions to be proposed at the Annual General Meeting is likely to promote the
success of the Company for the benefit of its members as a whole and is in the best interests of the Company and its
shareholders as a whole. The Directors unanimously recommend that shareholders vote in favour of these resolutions as they
intend to do in respect of their own beneficial holdings.
As mentioned in the Chairman’s statement, if you are unable to attend the meeting in person you can cast your vote by proxy,
either by appointing the chairman as your proxy or alternatively a third party. Details on how to do so are included on the Proxy
Card provided. If you hold your shares through a Nominee or Platform you will need to contact them directly to instruct them
on how you wish to vote or to request that they appoint you as a proxy in respect of your shareholding should you wish to
attend the meeting. It may also be possible to vote electronically via the platform. If you are able to do so we would encourage
shareholders to exercise your vote.
Directors’ report
continued
Section 3: Governance 67
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Corporate Governance
Full details are given in the Corporate governance statement on pages 52 to 58. The Corporate Governance Statement forms
part of this Directors’ Report.
Audit information
As required by Section 418 of the Companies Act 2006 the Directors who held office at the date of approval of this Directors’
Report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s auditor is unaware;
and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant
audit information and to establish that the Company’s auditor is aware of that information.
Independent Auditor
The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office. A resolution to re-appoint
PricewaterhouseCoopers LLP as auditor of the Company will be proposed at the forthcoming Annual General Meeting,
together with a resolution to authorise the Audit Committee to determine its remuneration.
The Directors’ Report was approved by the Board at its meeting on 27 February 2026.
By order of the Board
KEVIN MAYGER
for and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
27 February 2026
68 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
On behalf of the Board, the Remuneration Committee presents the Directors’ Remuneration Report for the year ended
30 November 2025 which has been prepared in accordance with Sections 420-422 of the Companies Act 2006 and the Large
and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
The law requires the Company’s Auditor to audit certain of the disclosures provided. Where disclosures have been audited,
they are indicated as such. The Auditor’s opinion is included in their report on pages 84 to 89.
Remuneration Committee
The Committee has delegated responsibility for determining the policy for directors’ remuneration and setting remuneration
for the Company’s Chair, Audit Committee Chair and independent Non-executive Director in accordance with the principles
and provisions of the UK Code. The Committee reports and makes recommendations to the Board on all matters of
remuneration.
Statement by the Chairman of the Remuneration Committee
A key driver of the Company’s Remuneration Policy is that fees payable to Directors should be sufficient to attract and retain
individuals with suitable knowledge and experience. The Company’s Directors are all non-executive and are independent of the
Manager. The Company’s Directors’ Remuneration Policy was last reviewed in December 2025. Following this review, it was agreed
that with effect from 1December 2025 all Directors’ fees would be increased to the levels set out in the policy table on page
73
.
Further detail on the Company’s remuneration policy and the basis for determining the level of any change in Directors’
remuneration are set out in the Remuneration policy on pages
72
and
73
. Prior to this increase, Directors’ fees were last increased
on 1 December 2024. No discretionary fees have been paid to Directors during the year or previous year or since inception and
the payment of such fees is expected to be a rare occurrence, only necessary in exceptional circumstances. Any discretionary fees
paid to the Directors will be clearly disclosed in the Directors’ Remuneration Report accompanied by an explanation of the work
undertaken and why it was deemed necessary to pay such additional remuneration. The Company’s Directors are all non-executive
and are independent of the Manager. No advice or services were provided by any external agencies or third parties.
Implementation of the Remuneration Policy in the year 2025
The Directors intend that the Remuneration Policy, which forms part of this report, will be implemented as set out on pages 72
and 73. The Directors do not receive any performance related remuneration or incentives.
Discretionary payments are permitted under the policy; however, such discretionary payments would only be considered in
exceptional circumstances.
Remuneration/service contracts
The maximum remuneration of the Directors is determined within the limits of the Company’s Articles and the limit currently
amounts in aggregate to £250,000.
No element of the Directors’ remuneration is performance related. The Company has not awarded any share options or
long-term performance incentives to any of the Directors. None of the Directors has a service contract with the Company or
receives any non-cash benefits or pension entitlements. The terms of their appointment are detailed in an appointment letter
issued to them when they join the Board. These letters are available for inspection at the registered office of the Company.
Report of the Remuneration Committee
Nigel Burton
Chairman of the
Remuneration Committee
Section 3: Governance 69
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Remuneration implementation report
A single figure for the total remuneration of each Director is set out in the table below for the years ended 30 November 2025
and 2024. The information in the table below has been audited.
Year ended 30 November 2025 Year ended 30 November 2024
Directors
Base
salary
Taxable
benefits
1
Total
Base
salary
Taxable
benefits
1
Total
£ £ £ £ £ £
James Will (Chairman)
2
42,079 2,666 44,745 – – –
Christopher Samuel
3
15,832 – 15,832 48,800 874 49,674
Louise Nash 36,100 2,976 39,076 34,100 2,329 36,429
Angela Lane 40,000 1,199 41,199 38,700 281 38,981
Nigel Burton 34,100 533 34,633 33,100 409 33,509
Merryn Somerset Webb 34,100 1,388 35,488 33,100 2,245 35,345
Glen Suarez
4
– – – 22,853 1,613 24,466
Total 202,211 8,762 210,973 210,653 7,751 218,404
1
Taxable benefits relate to travel and subsistence costs.
2
James Will was appointed as a Director on 1 January 2025 and was appointed Chairman on 25 March 2025.
3
Christopher Samuel retired as a Director on 25 March 2025.
4
Glen Suarez retired as a Director on 9 August 2024.
No discretionary payments were made in the year to 30 November 2025 (2024: £nil).
The amounts paid by the Company to the Directors were for services as Non-executive Directors. As at 30 November 2025,
fees of £16,000 (2024: £16,000) were outstanding to Directors in respect of their annual fees.
Relative importance of spend on pay
As the Company has no employees, the table below also comprises the total remuneration costs and benefits paid by the
Company. To enable shareholders to assess the relative importance of spend on pay, this has been shown in the table below
compared to the Company’s net profit after taxation, total operating expenditure and dividend distributions.
2025
£’000
2024
£’000
Change
£’000
Directors’ total remuneration 202 211 -9
Dividends paid and payable 14,303 15,003 -700
Net profit/(loss) after taxation (9,045) 86,322 -95,367
Buyback of ordinary shares after costs 70,833 52,098 +18,735
No payments were made in the period to any past Directors (2024: £nil).
70 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Annual percentage change in Directors’ remuneration
The following table sets out the annual percentage changes in Directors’ fees over the past five years.
Directors
30 November
2021
30 November
2022
30 November
2023
30 November
2024
30 November
2025
James Will
1
n/a n/a n/a n/a n/a
Christopher Samuel
2
3.8% 7.3% 6.1% 4.5% n/a
Louise Nash
3
3.7% 7.1% 5.7% 7.6% 5.9%
Angela Lane 3.7% 7.1% 5.7% 4.6% 3.4%
Nigel Burton
4
n/a 7.1% 5.7% 4.4% 3.0%
Merryn Somerset Webb
5
n/a 7.1% 5.7% 4.4% 3.0%
Loudon Greenlees
6
4.8% 7.7% 5.7% n/a n/a
Jean Matterson
7
3.7% n/a n/a n/a n/a
Glen Suarez
8
n/a n/a n/a n/a n/a
1
As James Will was appointed as a Director on 1 January 2025 and appointed as Chairman on 25 March 2025, there is no percentage
change comparison.
2
As Christopher Samuel retired as a Director on 25 March 2025, the percentage change in his annual fixed fee has been annualised.
3
Louise Nash’s salary increased on 1 December 2023 as a result of her role as Senior Independent Director.
4
As Nigel Burton was appointed as Director on 21 December 2020, the percentage change in his annual fixed fee has been
annualised.
5
As Merryn Somerset Webb was appointed as a Director on 24 March 2021, the percentage change in her annual fixed fee has been
annualised.
6
As Loudon Greenlees retired as a Director on 23 March 2023, the percentage change in his annual fixed fee has been annualised.
7
As Jean Matterson retired as a Director on 24 March 2021, the percentage change in her annual fixed fee has been annualised.
8
As Glen Suarez was appointed as a Director on 9 January 2023 and retired on 9 August 2024, there is no percentage change
comparison.
As previously noted, the Company does not have any employees and hence no comparisons are given in respect of the
comparison between Directors’ and employees’ pay increases.
Directors’ shareholdings
The interests of the Directors in the ordinary shares of the Company are set out in the table below. The Company does not
have a share option scheme, therefore none of the Directors has an interest in any share options in the Company. There is no
requirement for Directors to hold shares in the Company.
25 February
2026
30 November
2025
30 November
2024
Ordinary
shares
Ordinary
shares
Ordinary
shares
James Will 10,000 10,000 n/a
Louise Nash 5,500 5,500 5,500
Angela Lane 11,899 11,899 11,749
Nigel Burton 17,583 17,583 16,986
Merryn Somerset Webb 3,954 3,957 3,823
Christopher Samuel n/a n/a 67,263
The information in the table above has been audited.
Report of the Remuneration Committee
continued
Section 3: Governance 71
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
All of the holdings of the Directors are beneficial. No changes to these holdings have been notified up to the date of this report.
Retirement of directors
Further details are given in the Directors’ Report on page 62.
Performance
The graph below compares the Company’s NAV and share price total returns with the total return on an equivalent investment
in the Benchmark Index
1
. This index is deemed to be the most appropriate as the Company has a UK smaller and mid-
capitalisation companies’ objective.
Performance from 30 November 2015 to 30 November 2025
Share price performance
NAV performance
Benchmark Index
1
Nov 22
Nov 23
Nov 24
Nov 25
Nov 15
Nov 16
Nov 17
Nov 18
Nov 19
Nov 20
Nov 21
0
50
100
150
200
250
300
350
1
With effect from 22 March 2018, the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index
replaced the Deutsche Numis Smaller Companies excluding AIM (excluding Investment Companies) Index as the Company’s
Benchmark Index. The performance of the Benchmark Indices during these periods has been blended to reflect these changes.
Sources: BlackRock and LSEG Datastream.
Performance figures in Sterling terms with dividends reinvested, rebased to 100 at 30November 2015.
For and on behalf of the Board
NIGEL BURTON
Chairman of the Remuneration Committee
27 February 2026
72 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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In setting the appropriate level of Directors’ fees, a number of factors are considered by the Company’s Remuneration
Committee, including:
• the workload of the Directors, their responsibilities, any change in these responsibilities and additional legal duties (for
example as a result of new legislation being implemented);
• the relationship with their suppliers (primarily the Company’s third party service providers);
• the size and complexity of the Company;
• the time commitment required;
• the level of skills and appropriate experience required;
• the need for Directors to maintain on an ongoing basis an appropriate level of knowledge of regulatory and compliance
requirements in an industry environment of increasing complexity;
• the average rate of inflation during the period since the last fee increase;
• the level of remuneration in comparison with other investment trusts of a similar size and/or mandate; and
• any data published by the Association of Investment Companies to ensure that fees are in line with industry practice.
This comparison, together with consideration of any alteration in Non-executive Director responsibilities, is used to review
whether any change in remuneration is necessary. The review is performed on an annual basis. The Remuneration Committee
is cognisant of the need to avoid any potential conflicts of interest and has therefore agreed a mechanism by which no Director
is present when his or her own pay is being considered.
The Company has no employees and consequently no consideration is required to be given to employment conditions
elsewhere in setting this policy and there has been no employee consultation.
No element of the Directors’ remuneration is performance related or subject to recovery or withholding (except for tax).
Directors cannot be awarded any share options or long-term performance incentives. None of the Directors has a service
contract with the Company or receives any non-cash benefits (except as described in the policy table), pension entitlements or
compensation for loss of office.
The Remuneration Policy would be applied when agreeing the remuneration package of any new Director. The terms of
Directors’ appointments are detailed in a letter sent to them when they join the Board. These letters are available for inspection
at the registered office of the Company. Directors’ appointments do not have a fixed duration, but they can be terminated by
the Company in writing at any time without obligation to pay compensation. On termination of the appointment, Directors
shall only be entitled to accrued fees as at the date of termination together with reimbursement of any expenses properly
incurred prior to that date. No payments for loss of office are made.
Directors are also subject to re-election at least every three years and, if not elected, their appointment ceases immediately.
However, in accordance with the UK Corporate Governance Code the Board have agreed that all Directors will, being eligible,
stand for re-election annually. The continuation of an appointment is contingent on a satisfactory performance evaluation and
re-election by shareholders at the AGM.
Consideration of shareholders’ views
In accordance with applicable law and regulation, an ordinary resolution to approve the remuneration report is put to
shareholders at each AGM, and shareholders have the opportunity to express their views and raise any queries in respect
of remuneration policy at this meeting. The Company last obtained shareholder approval for its remuneration policy at the
AGM in 2023. In accordance with the Companies Act 2006, the remuneration policy will next be subject to a triennial binding
shareholder vote at the forthcoming AGM.
At the Company’s AGM held on 23 March 2023, 99.80% (including votes cast at the Chairman’s discretion) were in favour of
the resolution to approve the remuneration policy and 0.20% of votes cast were against. The Company’s remuneration policy
is laid before shareholders every three years.
At the Company’s AGM held on 25 March 2025, 99.60% of votes cast were in favour of the resolution to approve the Directors’
remuneration report in respect of the year ended 30 November 2024 and 0.40% against. The remuneration report is laid
before shareholders annually.
Any discretionary fees paid to the Directors will be clearly disclosed in the Directors’ Remuneration Report accompanied by an
explanation of the work undertaken.
Directors’ remuneration policy
Section 3: Governance 73
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Policy table
Purpose and link to
strategy
Fees payable to Directors should be sufficient to attract and retain individuals of high calibre
with knowledge and experience which is suitably aligned to the activities of the Company. Those
chairing the Board and key committees should be paid higher fees than other Directors in
recognition of their more demanding roles. Fees should reflect the time spent by Directors on the
Company’s affairs and the level of complexity of responsibilities borne by the Directors.
Description
Levels of fixed annual fee with effect from 1 December 2025:
Chairman – £52,500
Audit Committee Chairman – £41,800
Senior Independent Director – £37,700
Directors – £35,600
All reasonable expenses to be reimbursed.
Maximum levels
Remuneration consists of a fixed fee each year, set in accordance with the stated policies and any
increase granted must be in line with the stated policies.
The Company’s Articles of Association provide that until otherwise determined by the Company by
ordinary resolution, there shall be paid to the Directors (other than alternate Directors) such fees for
their services in the office of Director as the Directors may determine (not exceeding in the aggregate
an annual sum of £250,000 (subject to increase as provided above) or such larger amount as the
Company may by ordinary resolution decide) divided between the Directors as they agree.
In accordance with the provisions of the Company’s Articles of Association the Directors are also
entitled to be repaid all reasonable travelling, hotel and other expenses incurred by them respectively
in or about the performance of their duties as Directors including any expenses incurred in attending
meetings of the Board or of Committees of the Board or Annual General Meetings or General
Meetings. In addition, the Directors propose a limit of £10,000 in relation to the maximum that may
be paid in respect of taxable benefits. These ceilings have been set at a level to provide flexibility in
respect of the recruitment of additional Board members (where required) and inflation.
Policy on share
ownership
Directors are encouraged to own shares in the Company. All Directors are currently shareholders.
Operation
Fixed fee element
The Board reviews the quantum of Directors’ fees each year to ensure that this is in line with the
level of Directors’ fees for other investment trusts of similar size and complexity.
When considering any changes in fees, the Board will take into account factors such as the
average rate of inflation over the period since the previous review, and the level and any change
in the Directors’ responsibilities (including additional time commitments as a result of increased
regulatory or corporate governance requirements). Directors are not eligible to be compensated for
loss of office, nor are they eligible for bonuses, pension benefits, share options or other incentives or
benefits. Directors do not have service contracts but are appointed under letters of appointment.
Discretionary
Payments
The Company’s Articles of Association authorise the payment of discretionary fees to Directors for
any additional work undertaken on behalf of the Company which is outside of their normal duties.
Any such extra work undertaken is subject to the prior approval of the Chairman or, in the case of
the Chairman undertaking the extra work, subject to the prior approval of the Chairman of the Audit
Committee. The level of discretionary fees shall be determined by the Directors and will be subject
to a maximum of £10,000 per annum per Director. Any discretionary fees paid will be disclosed in
the Directors’ Remuneration Report within the Annual Report.
Taxable benefits
Certain expenses incurred by Directors are required to be treated as taxable benefits. Taxable benefits
comprise, but are not limited to, travel expenses and subsistence incurred by the Directors in the
course of travel to attend Board and Committee meetings which are held at the Company’s registered
office in London, and which are reimbursed by the Company and therefore treated as a benefit in
kind and are subject to tax and national insurance. The Company’s policy in respect of this element
of remuneration is that all reasonable costs of this nature will be reimbursed as they are incurred,
including tax and national insurance costs incurred by the Directors on such expenses.
74 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
As Chairman of the Audit Committee (the Committee) I am pleased to present the Committee’s report to shareholders for the
year ended 30 November 2025.
Composition
The Committee consists of all the Directors of the Company, including the Board Chairman since 2019. Following the
publication of the latest AIC Code of Corporate Governance, which permits the Board Chairman to be a member of the
Committee, the Board determined that it was appropriate for him to become a member of the Committee, particularly given
that he is a Chartered Accountant and has recent and relevant financial experience.
The Board considers that at least four members of the Committee have recent and relevant financial experience and specific
competence in accounting and/or auditing and the Committee, as a whole, has competence relevant to the sector in which
the Company operates to discharge its function effectively. Further information on the experience of the members of the
Committee can also be found in their biographies on pages 49 to 51.
Role and responsibilities
The Company has established a separately chaired Committee whose duties include considering and recommending to the
Board for approval the contents of the half yearly and annual financial statements and providing an opinion as to whether the
Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company’s performance, position, business model and strategy.
The Committee reviews the external Auditor’s report thereon and has primary responsibility for the relationship with the
external Auditor, including the development of a policy on the provision of non-audit services, reviewing and forming an
opinion on the effectiveness of the external audit process and audit quality. Other duties include reviewing the appropriateness
of the Company’s accounting policies and monitoring the effectiveness of the internal control systems and standards.
The Company operates within written terms of reference detailing its scope and duties and these are available on the
Company’s website at www.blackrock.com/uk/thrg.
The Committee meets at least three times a year. Two of these meetings are held prior to the Board meetings to approve the
half yearly and annual reports. The Committee will hold additional meetings where deemed to be necessary. The Committee
also receives regular reports from the Manager’s internal audit and compliance departments.
Responsibilities and review of the external audit
During the year the principal activities of the Audit Committee included:
• considering and recommending to the Board for approval the contents of the half yearly and annual financial statements and
reviewing the external auditors’ report thereon;
• reviewing the scope, execution, results, cost effectiveness, independence and objectivity of the external Auditor;
• reviewing the audit and any non-audit fees payable to the external Auditor and the terms of its engagement;
• reviewing and approving the external Auditor’s plan for the financial year, with a focus on the identification of areas of audit risk,
and consideration of the appropriateness of the level of audit materiality adopted;
• reviewing the effectiveness of the external audit process and the quality of the audit engagement leader and the audit team, and
making a recommendation to the Board with respect to the reappointment of the Auditor;
• reviewing the role of the Manager and third party service providers in an effective audit process;
Angela Lane
Chairman of the
Audit Committee
Report of the Audit Committee
Section 3: Governance 75
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
• considering the quality of the formal audit report to shareholders;
• reviewing the appropriateness of the Company’s accounting policies;
• monitoring the effectiveness of the Company’s risk management and internal control systems and standards and carrying out a
review, at least annually, of their effectiveness; and
• evaluating the need for an internal audit function, as set out in the Corporate Governance Statement on page 56.
The fees paid to the external Auditor are set out in note 5 on page 100. An explanation on how auditor objectivity and
independence is safeguarded is reported under assessment of the effectiveness of the external audit process on pages 77 and
78.
Whistleblowing policy
The Committee has also reviewed and accepted the ‘whistleblowing’ policy that has been put in place by the Manager under
which its staff, in confidence, can raise concerns about possible improprieties in matters of financial reporting or other
matters, in so far as they affect the Company.
Significant issues considered regarding the Annual Report and Financial Statements
During the year, the Committee considered a number of significant issues and areas of key audit risk in respect of the Annual
Report and Financial Statements. The Committee reviewed the external audit plan at an early stage and concluded that the
appropriate areas of audit risk relevant to the Company had been identified and that suitable audit procedures had been put in
place to obtain reasonable assurance that the Financial Statements as a whole would be free of material misstatements. The
table below sets out the key areas of risk identified by the Committee and also explains how these were addressed.
Significant issue
The accuracy of the valuation of the investment portfolio.
How the issue was addressed
Listed investments, long and short derivative positions and index futures are valued using stock exchange prices from third
party vendors.
The Board reviews detailed portfolio valuations on a regular basis throughout the year and receives confirmation from the
Manager that the pricing basis is appropriate, in line with relevant accounting standards as adopted by the Company and that
the carrying values are materially correct.
Significant issue
The risk of misappropriation of assets and ownership of investments.
How the issue was addressed
The Depositary is responsible for financial restitution for loss of financial investments held in custody.
The Depositary reports to the Committee on a twice-yearly basis and is also available to attend the Company’s Annual General
Meeting.
The Committee reviews reports from its service providers on key controls over assets of the Company. Any significant issues
are reported by the Manager to the Committee. The Manager has put in place procedures to ensure that investments can only
be made to the extent that the appropriate contractual and legal arrangements are in place to protect the Company’s assets.
76 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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Significant issue
The accuracy of the calculation of management and performance fees.
How the issue was addressed
The Manager reports to the Committee on the calculation of any performance fee accruals that have been included in the
Company’s NAV on a regular basis. The management fee and any performance fee are calculated in accordance with the
contractual terms in the investment management agreement by the administrator, BNY, and are reviewed in detail by the
Manager and are also subject to an analytical review by the Committee.
Significant issue
The risk that income is overstated, incomplete or inaccurate through failure to recognise proper income entitlements or to
apply the appropriate accounting treatment for recognition of income.
How the issue was addressed
The Committee reviews income forecasts, including special dividends, and receives explanations from the Manager for
any variations or significant movements from previous forecasts and prior year figures. The audit includes checks on the
completeness and accuracy of income, and also checks that this has been recognised in accordance with stated accounting
policies.
The provision of portfolio valuation, fund accounting and administration services is delegated to the Manager, which sub-
delegates the provision of fund accounting to The Bank of New York Mellon (International) Limited. The provision of custody
and depositary services is directly contracted by the Company to The Bank of New York Mellon (International) Limited. The
Committee has therefore reviewed summaries of the Service Organisation Control (SOC 1) reports prepared by the Manager,
Depositary and the Fund Accountants to ensure that the relevant control procedures are in place to cover these areas of risk
as identified in the table above and are adequate and appropriate and have been designated as operating effectively by the
reporting auditors.
The Committee receives and reviews regular reports on the material risks faced by the Company and the key controls employed
to manage these risks. Consideration is given regularly to the nature and extent of risks faced by the Company and these
risks are monitored and regularly re-assessed. Where changes in risk have been identified during the year, the Committee will
assess whether any further action is required to mitigate these risks.
The Committee has reviewed the effectiveness of the Company’s risk management and internal controls systems, which
accord with the FRC ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’, and has
procedures in place to review their effectiveness on a regular basis. No material weaknesses have been identified in the year
under review and up to the date of this report.
The Committee confirms that these procedures have been in place throughout the Company’s financial year and continue to
be in place up to the date of approval of this report.
Auditor and audit tenure
The Company’s current auditor PricewaterhouseCoopers LLP was appointed on 21 March 2019 following the result of a
tender process held in late 2018. The current audit engagement leader is Mr Allan McGrath who has been the Company’s audit
engagement leader since September 2021. Mr McGrath will rotate off following the 2025 year end audit.
The Committee, in conjunction with the Board, is committed to reviewing this appointment on a regular basis to ensure
the Company is receiving an optimal level of service. The appointment of the Auditor is reviewed each year and the audit
engagement leader rotates at least every five years. There are no contractual obligations that restrict the Company’s choice of
auditor.
The Committee is mindful of the UK audit requirements which requires the rotation of long serving auditors. The Company
carried out a formal tender process in 2018 and following due consideration, PricewaterhouseCoopers LLP was selected as the
Company’s new Independent Auditor.
Report of the Audit Committee
continued
Section 3: Governance 77
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
It is the Company’s policy to put the statutory audit out to tender at least every ten years.
The Committee is satisfied that the Company has complied with the provisions of the Statutory Audit Services for Large
Companies Market Investigation (Mandatory Use of Competitive Processes and Audit Committee Responsibilities) Order
2014, published by the Competition and Markets Authority on 26 September 2014. In recognition of underlying audit
rotation requirements, the Committee currently intends that a further tender process will be undertaken during the year to
30 November 2029 to cover the financial year ending 30 November 2029 onwards. The Committee will continue to review the
Auditor’s appointment each year to ensure that the Company is receiving an optimal level of service.
There were no fees paid to the Auditor in respect of non-audit services during the year. The Company’s policy on non-audit
services is set out in full in the Audit Committee’s terms of reference which are available on the Company’s website at
www.blackrock.com/uk/thrg.
Assessment of the effectiveness of the external audit process
To assess the effectiveness of the external audit, members of the Committee communicate regularly with BIM (UK) and BFM to
obtain a good understanding of the quality and efficiency of the audit. The Committee has adopted a formal framework in its
review of the effectiveness of the external audit process and audit quality. This includes a review of the following areas:
• the quality of the audit engagement leader and the audit team;
• the expertise of the audit firm and the resources available to it;
• identification of areas of audit risk;
• planning, scope and execution of the audit;
• consideration of the appropriateness of the level of audit materiality adopted;
• the role of the Committee, the Manager and third party service providers in an effective audit process;
• communication by the Auditor with the Committee;
• monitoring and reviewing the supply of any non-audit services, taking into account relevant ethical guidelines regarding the
provision of such services;
• how the Auditor supports the work of the Committee and how the audit contributes added value;
• a review of the independence and objectivity of the audit firm; and
• the quality of the formal audit report to shareholders.
Feedback in relation to the audit process and the effectiveness of the Manager in performing its role is also sought from
relevant involved parties, notably the audit engagement leader and his team.
The external Auditor is invited to attend the Committee meetings at which the half yearly and annual report and financial
statements are considered and to meet with the Audit Committee without representatives of the Manager being present on
at least one occasion. The effectiveness of the Board and the Manager in the external audit process is assessed principally in
relation to the timely identification and resolution of any process errors or control breaches that might impact the Company’s
net asset values and accounting records. It is also assessed by reference to how successfully any issues in respect of areas
of accounting judgement are identified and resolved, the quality and timeliness of papers analysing these judgements, the
Board’s and the Manager’s approach to the value of independent audit and the booking of any audit adjustments arising, and
the timely provision of draft public documents for review by the auditor and the Committee.
To form a conclusion with regard to the independence of the external Auditor, the Committee considers whether the skills
and experience of the Auditor makes it a suitable supplier of non-audit services and whether there are safeguards in place to
ensure that there is no threat to its objectivity and independence in the conduct of the audit resulting from the provision of
any such services. On a continuous basis, PricewaterhouseCoopers LLP reviews the independence of its relationship with the
Company and, on a semi-annual basis, reports to the Committee, providing details of any other relationship with the Manager.
As part of this review, the Committee also receives information about policies and processes for maintaining independence
and monitoring compliance with relevant requirements from the Company’s Auditor, including information on the rotation of
the Audit engagement leader and staff, the level of fees that the Company pays in proportion to the overall fee income of the
78 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
firm, and the level of related fees, details of any relationships between the Audit firm and its staff and the Company as well
as an overall confirmation from the Auditor of its independence and objectivity. As a result of its review, the Committee has
concluded that PricewaterhouseCoopers LLP is independent of the Company and the Manager.
Conclusions in respect of the Annual Report and Financial Statements
The production and the audit of the Company’s Annual Report and Financial Statements is a comprehensive process requiring
input from a number of different contributors. In order to reach a conclusion that the Annual Report and Financial Statements
are fair, balanced and understandable, the Board has requested that the Committee advise on whether these criteria are
satisfied. In so doing, the Committee has given consideration to the following:
• the comprehensive control framework over the production of the Annual Report and Financial Statements, including the
verification processes in place to deal with the factual content;
• the extensive levels of review that are undertaken in the production process by the Manager, the Depositary and the
Committee;
• the controls that are in place at the Manager and other third party service providers to ensure the completeness and
accuracy of the Company’s financial records and the security of the Company’s assets; and
• the existence of satisfactory Service Organisation Control reports that have been reviewed and reported on by external
auditors to verify the effectiveness of the internal controls of the Manager, Custodian and Fund Accountant.
In addition to the work outlined above, the Committee has reviewed the Annual Report and Financial Statements and is
satisfied that, taken as a whole, they are fair, balanced and understandable and provide shareholders with the information
necessary to assess the Company’s position, performance, business model and strategy. In reaching this conclusion, the
Committee has assumed that the reader of the Annual Report and Financial Statements would have a reasonable level of
knowledge of the investment trust industry in general. The Committee has reported on these findings to the Board who affirms
the Committee’s conclusions in the Statement of Directors’ Responsibilities in respect of the Annual Report and Financial
Statements on pages 79 and 80.
ANGELA LANE
Chairman of the Audit Committee
27 February 2026
Report of the Audit Committee
continued
Section 3: Governance 79
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The Directors are responsible for preparing the Annual Report and Financial Statements, (including the Directors’
Remuneration Report) in accordance with applicable United Kingdom law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors
are required to prepare the financial statements in accordance with international accounting standards in conformity with
the requirements of the Companies Act 2006. 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:
• present fairly the financial position, financial performance and cash flows of the Company;
• select suitable accounting policies in accordance with IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and
Errors’ and then apply them consistently;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information;
• make judgements and estimates that are reasonable and prudent;
• state whether the Financial Statements have been prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in
the Financial Statements;
• provide additional disclosures when compliance with the specific requirements in international accounting standards in
conformity with the requirements of the Companies Act 2006, is insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the Company’s financial position and financial performance; and
• prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them
to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities. The Directors are also responsible for preparing the Strategic Report, the Directors’ Report, the Directors’
Remuneration Report and the Corporate Governance Statement in accordance with the Companies Act 2006 and applicable
regulations, including the requirements of the Listing Rules and the Disclosure Guidance and Transparency Rules. The
Directors have delegated responsibility to the Investment Manager and the AIFM for the maintenance and integrity of the
Company’s corporate and financial information included on BlackRock’s website. Legislation in the United Kingdom governing
the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
Each of the Directors, whose names are listed on pages 49 to 51, confirms to the best of his or her knowledge that:
• the Financial Statements, which have been prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and net
loss of the Company; and
• the Annual Report and Financial Statements include a fair review of the development and performance of the business and
the position of the Company, together with a description of the principal risks and uncertainties that it faces.
Statement of Directors’ responsibilities
in respect of the Annual Report and
Financial Statements
80 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The 2018 UK Corporate Governance Code also requires Directors to ensure that the Annual Report and Financial Statements
are fair, balanced and understandable. In order to reach a conclusion on this matter, the Board has requested that the Audit
Committee advise on whether it considers that the Annual Report and Financial Statements fulfil these requirements. The
process by which the Committee has reached these conclusions is set out in the Audit Committee’s report on pages 74 to 78.
As a result, the Board has concluded that the Annual Report and Financial Statements for the year ended 30 November 2025,
taken as a whole, are fair, balanced and understandable and provided the information necessary for shareholders to assess the
Company’s position, performance, business model and strategy.
For and on behalf of the Board
JAMES WILL
Chairman
27 February 2026
Statement of Directors’ responsibilities
in respect of the Annual Report and
Financial Statements continued
Section 3: Governance 81
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Financial
statements
Section 4: Financial 83
Hilton Food Group was another new addition to the portfolio.
The company provides high quality meat, seafood, vegan and
vegetarian foods and meals to customers and retailers in Europe,
Asia Pacific and North America.
84 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Report on the audit of the financial
statements
Opinion
In our opinion, BlackRock Throgmorton Trust plc’s financial
statements:
• give a true and fair view of the state of the Company’s
affairs as at 30 November 2025 and of its loss and cash
flows for the year then ended;
• have been properly prepared in accordance with UK-
adopted international accounting standards; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements, included within
the Annual Report and Financial Statements (the “Annual
Report”), which comprise:
• the Statement of Financial Position as at 30 November
2025;
• the Statement of Comprehensive Income, Statement of
Changes in Equity, and Cash Flow Statement for the year
then ended; and
• the notes to the financial statements, comprising
material accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting to the Audit
Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described
in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, which includes
the FRC’s Ethical Standard, as applicable to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-
audit services prohibited by the FRC’s Ethical Standard were
not provided.
We have provided no non-audit services to the Company in
the period under audit.
Material uncertainty related to going
concern
In forming our opinion on the financial statements, which
is not modified, we have considered the adequacy of the
disclosure made in note 2 (a) to the financial statements
concerning the Company’s ability to continue as a going
concern. The Board has proposed that the Company
combines with BlackRock Smaller Companies Trust Plc
(“Smaller Companies”). The combination, if approved by
each Company’s shareholders, will be effected by way of a
scheme of reconstruction and winding up of the Company
under section 110 of the Insolvency Act 1986 and the
associated transfer of part of the assets and undertaking
of the Company to Smaller Companies in exchange for the
issue of new ordinary shares in Smaller Companies (the
“Scheme”). The outcome of the general meetings to make
the Scheme effective cannot be reliably predicted. These
conditions, along with the other matters explained in note
2 (a) to the financial statements, indicate the existence of a
material uncertainty which may cast significant doubt about
the Company’s ability to continue as a going concern. The
financial statements do not include the adjustments that
would result if the Company were unable to continue as a
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:
• Obtaining and evaluating the directors’ going concern
assessment, which reflects conditions up to the point of
approval of the Annual Report.
• Reviewing the terms of agreement with Smaller
Companies.
• Assessing the disclosures presented in the Annual Report
in relation to the scheme of reconstruction and its impact
on the going concern assessment by reading the other
information, including principal risks and uncertainties,
the Viability Statement set out in the Strategic Report and
the Going Concern Statement in note 2 (a), and assessing
its consistency with the Financial Statements and the
evidence we obtained in our audit.
In relation to the directors’ reporting on how they have
applied the UK Corporate Governance Code, other than
the material uncertainty identified in note 2 (a) to the
financial statements, 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, or in respect of the directors’ identification in the
financial statements of any other material uncertainties to
the Company’s ability to continue to do so over a period of at
least twelve months from the date of approval of the financial
statements.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Independent Auditor’s Report
to the members of BlackRock Throgmorton Trust plc
Section 4: Financial Statements 85
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Our audit approach
Context
The Company is a standalone Investment Trust Company and
engages BlackRock Fund Managers Limited (the ‘Manager’)
to manage its assets. The Manager engages Bank of New
York Mellon (International) Limited (the “Fund Accountant”)
to provide administrative functions to the Company.
Overview
Audit scope
• We tailored the scope of our audit taking
into account the type of investments within
the Company, the involvement of the third
parties, the accounting processes, controls,
and the industry in which the Company
operates.
Key audit
matters
• Material uncertainty related to going
concern
• Valuation and existence of investments
• Accuracy, occurrence and completeness of
investment income
Materiality • Overall materiality: £5.0m (2024: £6.0m)
based on 1% of net assets.
• Performance materiality: £3.8m (2024:
£4.5m).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the
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) identified by the
auditors, 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, and any comments we make on the results of
our procedures thereon, 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.
In addition to going concern, described in the Material
uncertainty related to going concern section above, we
determined the matters described below to be the key audit
matters to be communicated in our report. This is not a
complete list of all risks identified by our audit.
Material uncertainty related to going concern is a new key
audit matter this year. Otherwise, the key audit matters below
are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
Refer to the Report of the Audit Committee (page 74),
Accounting policies (page 94) and Notes to the financial
statements (page 96).
The investment portfolio at the year end comprised
listed equity investments and AIM traded stocks valued
at £474.8million as well as a net holding of derivative
Contracts for Difference (CFDs) with a net fair value
of £-1.3m. We focused on the valuation and existence
of investments because investments represent the
principal element of the net asset value as disclosed
on the Statement of Financial Position in the Financial
Statements.
We tested the valuation of all of the equity investments by
agreeing the valuation to independent third party sources
using our proprietary data analytics tool “Halo”, and a
sample of CFDs by agreeing to independent third party
sources. Where further investigation was required into Halo
pricing we manually agreed pricing to independent third
party sources.
We tested the existence of all of the investments and CFDs
by agreeing the Company’s holdings to an independent
custodian confirmation in the case of the listed equity
investments, as well as the broker statements for the CFDs.
We have no matters to report as a result of this testing.
86 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Key audit matter How our audit addressed the key audit matter
Accuracy, occurrence and completeness of investment
income
Refer to the Report of the Audit Committee (page 74),
Accounting policies (page 94) and Notes to the Financial
Statements (page 95).
Income from investments consists primarily of dividend
income of £13.8m. Within dividend income there is a risk of
incomplete or inaccurate recognition of revenue through
the failure to recognise proper income entitlements
or to apply an inappropriate accounting treatment. In
addition, the directors are required to exercise judgement
in determining whether income receivable in the form
of special dividends should be classified as ‘revenue’ or
‘capital’ in the Statement of Comprehensive Income.
We responded to this risk by performing the following audit
procedures:
• We obtained an understanding of the processes and
controls around revenue recognition and classification
of special dividends by reviewing the internal controls
reports of the Fund Accountant;
• We assessed the allocation and presentation of special
dividends as revenue or capital in the Statement of
Comprehensive Income by the directors with reference
to publicly available information, as stipulated by the
requirements set out in the AIC SORP.
For all dividends recorded by the Company, we performed
our audit procedures through the use of our proprietary
testing tool Halo:
• We tested the accuracy of receipts by agreeing the
dividend rates from investments to independent market
data;
• We tested occurrence by examining for each investment
holding, that all dividends recorded in the year had been
declared in the market;
• To test for completeness, we investigated that the
appropriate dividends had been received in the year by
reference to independent data of dividends declared for
all investment holdings held within the year.
We have no matters to report as a result of this testing.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of
the Company, the accounting processes and controls, and the
industry in which it operates.
All audit procedures were conducted remotely by a UK audit
team. We tested and examined information using sampling
and other auditing techniques, to the extent we considered
necessary to provide a reasonable basis for us to form our own
judgements.
The impact of climate risk on our audit
In planning our audit, we made enquiries of the directors
and the Investment Manager to understand the extent of the
potential impact of climate change risk on the Company’s
financial statements. The directors and Investment
Manager concluded that the impact on the measurement
and disclosures within the financial statements is not
material because the majority of the Company’s investment
portfolio is made up of level 1 quoted securities which are
valued at fair value based on market prices. We found this
to be consistent with our understanding of the Company’s
investment activities. We also considered the consistency
of the climate change disclosures included in the Strategic
Report and Investment Manager Report with the financial
statements and our knowledge from our audit.
Materiality
The scope of our audit was influenced by our application
of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually and
in aggregate on the financial statements as a whole.
Independent Auditor’s Report
continued
Section 4: Financial Statements 87
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall company materiality £5.0m (2024: £6.0m).
How we determined it 1% of net assets
Rationale for benchmark applied We applied this benchmark, which is a generally accepted
auditing practice for investment trust audits, as we
believe that net assets is the primary measure used by the
shareholders in assessing the performance of the entity. This
benchmark provides an appropriate and consistent year on
year basis for our audit.
We use performance materiality to reduce to an appropriately
low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining
the scope of our audit and the nature and extent of our
testing of account balances, classes of transactions and
disclosures, for example in determining sample sizes. Our
performance materiality was 75% (2024: 75%) of overall
materiality, amounting to £3.8m (2024: £4.5m) for the
Company financial statements.
In determining the performance materiality, we considered
a number of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of
controls - and concluded that an amount at the upper end of
our normal range was appropriate.
We agreed with the Audit Committee that we would report
to them misstatements identified during our audit above
£251,000 (2024: £297,000) as well as misstatements
below that amount that, in our view, warranted reporting for
qualitative reasons.
Reporting on other information
The other information comprises all of the information in
the Annual Report other than the financial statements and
our auditors’ report thereon. The directors are responsible
for the other information. Our opinion on the financial
statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to
the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements,
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 audit, or otherwise appears to
be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to
perform procedures to conclude whether there is a material
misstatement of the financial statements or a material
misstatement of the other information. 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 based on these
responsibilities.
With respect to the Strategic report and Directors’ report, we
also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit,
the Companies Act 2006 requires us also to report 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 Directors’ report for the year ended 30 November 2025
is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we
did not identify any material misstatements in the Strategic
report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Report of the Remuneration
Committee to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’
statements 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. Our
additional responsibilities with respect to the corporate
governance statement as other information are described in
the Reporting on other information section of this report.
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 and our knowledge obtained during
the audit, and, except for the matters reported in the section
headed ‘Material uncertainty related to going concern’, we
have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a
robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
88 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
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• The directors’ statement in the financial statements
about whether they considered it appropriate to adopt
the going concern basis of accounting in preparing them,
and their identification of any material uncertainties to
the Company’s ability to continue to do so over a period
of at least twelve months from the date of approval of the
financial statements;
• The directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers
and why the period is appropriate; and
• The directors’ statement as to whether they have a
reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they
fall due over the period of its assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the directors’ statement regarding the longer-
term viability of the Company was substantially less in
scope than an audit and only consisted of making inquiries
and considering the directors’ process supporting their
statement; checking that the statement is in alignment with
the relevant provisions of the UK Corporate Governance
Code; and considering whether the statement is consistent
with the financial statements and our knowledge and
understanding of the Company and its environment obtained
in the course of the audit.
In addition, 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 and our knowledge
obtained during the audit:
• The directors’ statement that they consider the
Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary
for the members to assess the Company’s position,
performance, business model and strategy;
• The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility
to report when the directors’ statement relating to the
Company’s compliance with the Code does not properly
disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors’
responsibilities in respect of the Annual Report and Financial
Statements, the directors are responsible for the preparation
of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true
and fair view. The directors are also responsible for such
internal control as they determine is necessary to enable
the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
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.
Auditors’ 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 auditors’ 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.
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.
Based on our understanding of the Company and industry,
we identified that the principal risks of non-compliance with
laws and regulations related to breaches of Section 1158 of
the Corporation Tax Act 2010, and we considered the extent
to which non-compliance might have a material effect on
the financial statements. We also considered those laws
and regulations that have a direct impact on the financial
statements such as the Companies Act 2006. We evaluated
management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk
of override of controls), and determined that the principal
risks were related to posting inappropriate journal entries to
increase net asset value. Audit procedures performed by the
engagement team included:
Independent Auditor’s Report
continued
Section 4: Financial Statements 89
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
• Discussions with the Manager and the Audit Committee,
including consideration of known or suspected instances
of non-compliance with laws and regulation and fraud;
• Understanding the controls implemented by the
Company and the Fund Accountant designed to prevent
and detect irregularities;
• Assessment of the Company’s compliance with the
requirements of Section 1158 of the Corporation Tax Act
2010, including recalculation of numerical aspects of the
eligibility conditions;
• Identifying and testing journal entries, in particular
year-end journal entries posted by the Fund Accountant
during the preparation of the financial statements;
• Designing audit procedures to incorporate
unpredictability around the nature, timing or extent
of our testing for example, targeting transactions that
otherwise would be immaterial; and
• Reviewing relevant meeting minutes, including those of
the Audit Committee.
There are inherent limitations in the audit procedures
described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected
in the financial statements. Also, 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 or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations
of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting
a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In
other cases, we will use audit sampling to enable us to draw
a conclusion about the population from which the sample is
selected.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared
for and only for the Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act
2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• we have not obtained all the information and
explanations we require for our audit; or
• adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not
been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified
by law are not made; or
• the financial statements and the part of the Report of
the Remuneration Committee to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Appointment
We were first appointed by the Company for the financial year
ended 30 November 2019. Our uninterrupted engagement
covers seven financial years.
Other matter
The Company is required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rules to include
these financial statements in an annual financial report
prepared under the structured digital format required by
DTR 4.1.15R - 4.1.18R and filed on the National Storage
Mechanism of the Financial Conduct Authority. This auditors’
report provides no assurance over whether the structured
digital format annual financial report has been prepared in
accordance with those requirements.
Allan McGrath (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
27 February 2026
90 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Statement of Comprehensive Income
for the year ended 30 November 2025
2025 2024
Notes Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Income from investments held at fair value through profit
or loss 3 13,762 18 13,780 16,070 518 16,588
Net income from derivatives 3, 11 252 – 252 1,024 – 1,024
Other income 3 1,571 – 1,571 1,569 – 1,569
Total income 15,585 18 15,603 18,663 518 19,181
Net (loss)/profit on investments held at fair value through
profit or loss 10 – (11,294) (11,294) – 59,598 59,598
Net profit/(loss) on foreign exchange – 13 13 – (61) (61)
Net (loss)/profit from derivatives 11 – (10,644) (10,644) – 12,839 12,839
Total 15,585 (21,907) (6,322) 18,663 72,894 91,557
Expenses
Investment management and performance fees 4 (544) (1,010) (1,554) (644) (3,524) (4,168)
Other operating expenses 5 (1,001) (26) (1,027) (922) (21) (943)
Total operating expenses (1,545) (1,036) (2,581) (1,566) (3,545) (5,111)
Net profit/(loss) before finance costs and taxation 14,040 (22,943) (8,903) 17,097 69,349 86,446
Finance costs 6 (17) (51) (68) (24) (73) (97)
Net profit/(loss) before taxation 14,023 (22,994) (8,971) 17,073 69,276 86,349
Taxation charge 7 (74) – (74) (27) – (27)
Net profit/(loss) for the year 13,949 (22,994) (9,045) 17,046 69,276 86,322
Earnings/(loss) per ordinary share (pence) 9 17.70 (29.18) (11.48) 18.54 75.37 93.91
The total columns of this statement represent the Company’s Statement of Comprehensive Income, prepared in accordance
with UK-adopted International Accounting Standards (IASs). The supplementary revenue and capital accounts are both
prepared under guidance published by the Association of Investment Companies (AIC). All items in the above statement derive
from continuing operations. No operations were acquired or discontinued during the year. All income is attributable to the
equity holders of the Company.
The Company does not have any other comprehensive income/(loss) (2024: £nil). The net profit/(loss) for the year disclosed
above represents the Company’s total comprehensive income/(loss).
The notes on pages 94 to 119 form part of these Financial Statements.
Section 4: Financial Statements 91
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Statement of Changes in Equity
for the year ended 30 November 2025
The notes on pages 94 to 119 form part of these Financial Statements.
Notes
Called
up share
capital
Share
premium
account
Capital
redemption
reserve
Special
reserve
Capital
reserves
Revenue
reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
For the year ended 30 November 2025
At 30 November 2024 5,160 242,122 11,905 – 316,033 20,688 595,908
Total comprehensive (loss)/income:
Net (loss)/profit for the year – – – – (22,994) 13,949 (9,045)
Transactions with owners, recorded directly
to equity:
Ordinary shares repurchased into treasury 14, 15 – – – (14,145) (56,321) – (70,466)
Share repurchase costs 14, 15 – – – – (367) – (367)
Cancellation of share premium
1
– (242,122) – 242,122 – – –
Dividends paid
2
8 – – – – – (14,412) (14,412)
At 30 November 2025 5,160 – 11,905 227,977 236,351 20,225 501,618
For the year ended 30 November 2024
At 30 November 2023 5,160 242,122 11,905 3,231 295,624 17,883 575,925
Total comprehensive income:
Net profit for the year – – – – 69,276 17,046 86,322
Transactions with owners, recorded directly
to equity:
Ordinary shares repurchased into treasury 14, 15 – – – (3,213) (48,620) – (51,833)
Share repurchase costs 14, 15 – – – (18) (247) – (265)
Dividends paid
3
8 – – – – – (14,241) (14,241)
At 30 November 2024 5,160 242,122 11,905 – 316,033 20,688 595,908
1
The Company’s share premium account was cancelled pursuant to shareholders’ approval of a special resolution at the Company’s
Annual General Meeting on 25 March 2025 and Court approval on 29 April 2025. The share premium account which totalled
£242,122,000 at the time of cancellation was transferred to a special reserve. This action was taken, in part, to increase the
Company’s distributable reserves, thereby providing a greater ability to pay dividends and repurchase shares.
2
Final dividend of 14.25p per share for the year ended 30 November 2024, declared on 20 February 2025 and paid on 11 April 2025
and interim dividend of 3.80p per share for the year ended 30 November 2025, declared on 1 August 2025 and paid on 5 September
2025.
3
Final dividend of 11.45p per share for the year ended 30 November 2023, declared on 2 February 2024 and paid on 28 March 2024
and interim dividend of 3.75p per share for the year ended 30 November 2024, declared on 24 July 2024 and paid on 27 August
2024.
For information on the Company’s distributable reserves please refer to note 15 on page 106.
92 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Notes 2025 2024
£’000 £’000
Non current assets
Investments held at fair value through profit or loss 10 474,824 557,602
Current assets
Other receivables 12 2,182 1,536
Derivative financial assets held at fair value through profit or loss 11, 16 28 2,173
Current taxation asset 187 400
Cash collateral pledged with brokers 11, 16 3,200 700
Cash and cash equivalents – cash at bank 11, 16 890 412
Cash and cash equivalents - Cash Fund
1
11, 16 26,793 43,477
Total current assets 33,280 48,698
Total assets 508,104 606,300
Current liabilities
Other payables 13 (3,598) (8,262)
Derivative financial liabilities held at fair value through profit or loss 11, 16 (1,298) (360)
Liability for cash collateral received 11, 16 (1,590) (1,770)
Total current liabilities (6,486) (10,392)
Net assets 501,618 595,908
Equity
Called up share capital 14 5,160 5,160
Share premium account 15 – 242,122
Capital redemption reserve 15 11,905 11,905
Special reserve 15 227,977 –
Capital reserves 15 236,351 316,033
Revenue reserve 15 20,225 20,688
Total shareholders’ funds 501,618 595,908
Net asset value per ordinary share (pence) 9 668.53 682.82
1
Cash Fund represents funds held on deposit with the BlackRock Institutional Cash Series plc – Sterling Liquid Environmentally
Aware Fund.
The Financial Statements on pages 90 to 119 were approved and authorised for issue by the Board of Directors on 27February
2026 and signed on its behalf by Mr James Will, Chairman.
BlackRock Throgmorton Trust plc
Registered in England, No. 00594634
Statement of Financial Position
as at 30 November 2025
The notes on pages 94 to 119 form part of these Financial Statements.
Section 4: Financial Statements 93
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Cash Flow Statement
for the year ended 30 November 2025
2025 2024
£’000 £’000
Operating activities
Net (loss)/profit before taxation
1
(8,971) 86,349
Changes in working capital items:
(Increase)/decrease in other receivables (327) 63
(Decrease)/increase in other payables (5,007) 1,499
(Increase)/decrease in amounts due from brokers (319) 681
Increase/(decrease) in amounts due to brokers 343 (734)
Other adjustments:
Finance costs 68 97
Net loss/(profit) on investments held at fair value through profit or loss 11,294 (59,598)
Net loss/(profit) from derivatives 10,644 (12,839)
Financing costs on derivatives (2,516) (3,230)
Net (profit)/loss on foreign exchange (13) 61
Sales of investments held at fair value through profit or loss 361,139 310,643
Purchases of investments held at fair value through profit or loss (289,655) (251,053)
Net (payments)/receipts on closure of derivatives (5,045) 13,505
Net movement in cash collateral held with brokers (2,680) 1,225
Net cash inflow from operating activities before taxation 68,955 86,669
Taxation received/(paid) 139 (62)
Net cash inflow from operating activities 69,094 86,607
Financing activities
Interest paid (68) (97)
Ordinary shares repurchased into treasury (70,833) (52,341)
Dividends paid (14,412) (14,241)
Net cash outflow from financing activities (85,313) (66,679)
(Decrease)/increase in cash and cash equivalents (16,219) 19,928
Effect of foreign exchange rate changes 13 (61)
Change in cash and cash equivalents (16,206) 19,867
Cash and cash equivalents at start of year 43,889 24,022
Cash and cash equivalents at end of year 27,683 43,889
Comprised of:
Cash at bank 890 412
Cash Fund
2
26,793 43,477
27,683 43,889
1
Dividends and interest received in cash during the year amounted to £13,057,000 and £1,675,000 respectively (2024: £15,643,000
and £1,459,000).
2
Cash Fund represents funds held on deposit with the BlackRock Institutional Cash Series plc – Sterling Liquid Environmentally
Aware Fund.
The notes on pages 94 to 119 form part of these Financial Statements.
94 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
1. Principal activity
The principal activity of the Company is that of an investment trust company within the meaning of Section 1158 of the
Corporation Tax Act 2010.
2. Accounting policies
The principal accounting policies adopted by the Company have been applied consistently, other than where new policies have
been adopted and are set out below.
(a) Basis of preparation
The financial statements have been prepared under the historic cost convention modified by the revaluation of certain
financial assets and financial liabilities held at fair value through profit or loss and in accordance with UK-adopted
International Accounting Standards (IAS), with future changes being subject to endorsement by the UK Endorsement Board
and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. All of the
Company’s operations are of a continuing nature.
Insofar as the Statement of Recommended Practice (SORP) for investment trust companies and venture capital trusts, issued
by the Association of Investment Companies (AIC) in October 2019 and updated in July 2022, is compatible with UK-adopted
IAS, the Financial Statements have been prepared in accordance with the guidance set out in the SORP.
It is proposed that the Company combines with BlackRock Smaller Companies Trust plc (BRSC) to consolidate the
latter company’s position as the largest growth focused UK Smaller Companies trust in the investment trust sector. The
combination, if approved at the general meetings by the shareholders of both the Company and BRSC, will be effected by
way of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 (the “Scheme”) and the
associated transfer of part of the assets and undertaking of the Company to BRSC in exchange for the issue of new ordinary
shares in BRSC. The outcome of the general meetings to make the Scheme effective cannot be reasonably predicted. This
represents a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern.
Notwithstanding this material uncertainty, the Board has concluded that it remains appropriate to continue to prepare
the financial statements on a going concern basis. In reaching this conclusion, the Board has come to the view that, as
the Scheme is contingent on shareholder approval and the Company is considered solvent in all other regards, there is no
requirement for the Company to be liquidated and thus going concern remains the most appropriate basis for preparation. In
reaching this conclusion, the Board has also given due consideration to the risks associated with the Proposal.
The financial statements do not include liquidation expenses and related adjustments that would result if the company were
unable to continue as a going concern.
The Directors have considered the impact of climate change on the value of the investments included in the Financial
Statements and have concluded that there was no further impact of climate change to be considered as the investments are
valued based on market pricing as required by IFRS 13.
None of the Company’s other assets and liabilities were considered to be potentially impacted by climate change.
The Company’s Financial Statements are presented in Sterling, which is the functional currency of the Company and the
currency of the primary economic environment in which the Company operates. All values are rounded to the nearest
thousand pounds (£’000) except where otherwise indicated.
Adoption of new and amended International Accounting Standards and interpretations:
IAS 1 – Classification of liabilities as current or non current and non current liabilities with covenants (effective 1 January
2024). The IASB has amended IAS 1 Presentation of Financial Statements to clarify its requirement for the presentation
of liabilities depending on the rights that exist at the end of the reporting period. The amendment requires liabilities to be
classified as non current if the entity has a substantive right to defer settlement for at least 12 months at the end of the
reporting period. The amendment no longer refers to unconditional rights. The IASB has also introduced additional disclosures
for liabilities with covenants within 12 months of the reporting period. The additional disclosures include the nature of
covenants, when the entity is required to comply with covenants, the carrying amount of related liabilities and circumstances
that may indicate that the entity will have difficulty complying with the covenants.
The amendment of this standard did not have any significant impact on the Company.
IAS 21 - Lack of exchangeability (effective 1 January 2025 - early adopted from 1 October 2024). The IASB issued
amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether
a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The
Notes to the Financial Statements
for the year ended 30 November 2025
Section 4: Financial Statements 95
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
amendments also require disclosure of information that enables users of its financial statements to understand how the
currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance,
financial position and cash flows.
The amendment of this standard did not have any significant impact on the Company’s operations as IAS 21 better reflects the
practical considerations of establishing fair values for the Company’s foreign currency assets.
Relevant International Accounting Standards that have yet to be adopted:
IFRS 18 – Presentation and disclosure in financial statements (effective 1 January 2027). The IASB issued IFRS 18, which
replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the
statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income
and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes
and discontinued operations, whereof the first three are new. It also requires disclosure of newly defined management
defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and
disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes.
The amendment of this standard is expected to have an impact on the disclosure and presentation of the Statement of
Comprehensive Income but will not have any impact on the accounting or financial results.
(b) Presentation of the Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and a capital
nature has been presented alongside the Statement of Comprehensive Income.
(c) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.
(d) Income
Dividends receivable on equity shares are recognised as revenue for the year on an ex-dividend basis. Where no ex-dividend
date is available, dividends receivable on or before the year end are treated as revenue for the year. Provision is made for any
dividends not expected to be received. Special dividends, if any, are treated as a capital or a revenue receipt depending on the
facts or circumstances of each particular case. The return on a debt security is recognised on a time apportionment basis so as
to reflect the effective yield on the debt security.
Deposit interest receivable is accounted for on an accruals basis. Interest income from the Cash Fund is accounted for on an
accruals basis.
Where the Company has elected to receive its dividends in the form of additional shares rather than in cash, the cash
equivalent of the dividend is recognised as income. Any excess in the value of the shares received over the amount of the cash
dividend is recognised in capital.
(e) Expenses
All expenses, including finance costs, are accounted for on an accruals basis. Expenses have been charged wholly to the
revenue column of the Statement of Comprehensive Income, except as follows:
• expenses which are incidental to the acquisition or sale of an investment are charged to the capital column of the Statement
of Comprehensive Income. Details of transaction costs on the purchases and sales of investments are disclosed within note
10 to the Financial Statements on page 103;
• expenses are treated as capital where a connection with the maintenance or enhancement of the value of the investments
can be demonstrated;
• the investment management fee and finance costs have been allocated 25% to the revenue account and 75% to the capital
account column of the Statement of Comprehensive Income in line with the Board’s expected long-term split of returns, in
the form of capital gains and income, respectively, from the investment portfolio; and
• performance fees are allocated 100% to the capital column of the Statement of Comprehensive Income as fees are
generated in connection with enhancing the value of the investment portfolio.
Notes to the Financial Statements
continued
96 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
2. Accounting policies continued
(f) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the
taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because
it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that were applicable at the
balance sheet date.
Where expenses are allocated between capital and revenue accounts, any tax relief in respect of expenses is allocated between
capital and revenue returns on the marginal basis using the Company’s effective rate of corporation tax for the accounting
period.
Deferred taxation is recognised in respect of all temporary differences that have originated but not reversed at the financial
reporting date, where transactions or events that result in an obligation to pay more taxation in the future or right to pay
less taxation in the future have occurred at the financial reporting date. This is subject to deferred taxation assets only being
recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the
temporary differences can be deducted. Deferred taxation assets and liabilities are measured at the rates applicable to the
legal jurisdictions in which they arise.
(g) Investments held at fair value through profit or loss
In accordance with IFRS 9, the Company classifies its investments at initial recognition as held at fair value through profit or
loss and are managed and evaluated on a fair value basis in accordance with its investment strategy and business model.
All investments are measured initially and subsequently at fair value through profit or loss. Purchases of investments are
recognised on a trade date basis. Sales of investments are recognised at the trade date of the disposal.
The fair value of the financial investments is based on their quoted bid price at the financial reporting date, without deduction
for the estimated selling costs. This policy applies to all current and non-current asset investments held by the Company.
Changes in the value of investments held at fair value through profit or loss and gains and losses on disposal are recognised
in the Statement of Comprehensive Income as “Net profit/(loss) on investments held at fair value through profit or loss”. Also
included within the heading are transaction costs in relation to the purchase or sale of investments.
For all financial instruments not traded in an active market, the fair value is determined by using various valuation techniques.
Valuation techniques include market approach (i.e., using recent arm’s length market transactions adjusted as necessary and
reference to the current market value of another instrument that is substantially the same) and the income approach (e.g.,
discounted cash flow analysis and option pricing models making use of available and supportable market data where possible).
See note 2(o) below.
(h) Derivatives
The Company can hold long and short positions in contracts for difference (CFDs) and index futures which are held at fair
value based on the bid prices of the underlying securities in respect of long positions and the offer prices of the underlying
securities in respect of short positions.
Profits and losses on derivative transactions are recognised in the Statement of Comprehensive Income. They are shown in the
capital column of the Statement of Comprehensive Income if they are of a capital nature and are shown in the revenue column
of the Statement of Comprehensive Income if they are of a revenue nature. To the extent that any profits or losses are of a mixed
revenue and capital nature, they are apportioned between revenue and capital accordingly. Derivative assets and derivative liabilities
that are subject to netting arrangements are offset in the Statement of Financial Position.
(i) Other receivables and other payables
Other receivables and other payables do not carry any interest and are short term in nature and are accordingly stated on an
amortised cost basis.
(j) Dividends payable
Under IAS, final dividends should not be accrued in the Financial Statements unless they have been approved by shareholders
before the financial reporting date. Interim dividends should not be recognised in the Financial Statements unless they have
been paid.
Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity.
Notes to the Financial Statements
continued
Section 4: Financial Statements 97
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
(k) Foreign currency translation
Transactions involving foreign currencies are converted at the rate ruling at the date of the transaction. Foreign currency
monetary assets and liabilities and non-monetary assets held at fair value are translated into Sterling at the rate ruling
on the financial reporting date. Foreign exchange differences arising on translation are recognised in the Statement of
Comprehensive Income as a revenue or capital item depending on the income or expense to which they relate. For investment
transactions and investments held at the year end, denominated in a foreign currency, the resulting gains or losses are
included in the gain on investments held at fair value through profit or loss in the Statement of Comprehensive Income.
(l) Cash and cash equivalents
Cash comprises cash in hand and on demand deposits. Cash equivalents are short term, highly liquid investments that are
readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.
The investment in the Cash Fund is managed as part of the Company’s cash and cash equivalents as defined under IAS 7 and
is presented as a cash equivalent in the Financial Statements.
(m) Bank borrowings
Bank overdrafts are recorded as the proceeds received. Finance charges, including any premium payable on settlement or
redemption and direct issue costs, are accounted for on an accruals basis in the Statement of Comprehensive Income using
the effective interest rate method and are added to the carrying amount of the instruments to the extent that they are not
settled in the period in which they arise.
(n) Share repurchases, share reissues and new share issues
Shares repurchased and subsequently cancelled – share capital is reduced by the nominal value of the shares repurchased,
and the capital redemption reserve is correspondingly increased in accordance with Section 733 of the Companies Act 2006.
The full cost of the repurchase is charged to the special reserve.
Shares repurchased and held in treasury – the full cost of the repurchase is charged to the special reserve.
Where treasury shares are subsequently re-issued:
• amounts received to the extent of the repurchase price are credited to the special reserve; and
• any surplus received in excess of the repurchase price is taken to the share premium account.
Where new shares are issued, the par value is taken to called up share capital and amounts received to the extent of any
surplus received in excess of the par value are taken to the share premium account.
Share issue costs are charged to the share premium account. Costs on share reissues are charged to the special reserve and
capital reserves.
(o) Critical accounting estimates and judgements
The Directors of the Company make estimates and assumptions concerning the future. The resulting accounting estimates and
assumptions will, by definition, seldom equal the related actual results. Estimates and judgements are regularly evaluated and are
based on historical experience and other factors, including expectations of future events that are believed to be reasonable under
the circumstances. The Directors do not believe that any accounting judgements or estimates have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities within the next financial year. There are no critical accounting
estimates or judgements.
98 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
3. Income
2025 2024
£’000 £’000
Investment income:
UK dividends 10,414 12,887
UK special dividends 592 575
UK property income distributions 298 803
Dividends from UK REITs
1
538 169
Overseas dividends 1,058 1,346
Overseas special dividends 605 –
Overseas property income distributions – 118
Dividends from overseas REITs
1
257 172
Total investment income
2
13,762 16,070
Net income from derivatives 252 1,024
Total income from derivatives 252 1,024
Other income:
Deposit interest 10 14
Interest from Cash Fund 1,489 1,530
Collateral interest 72 25
Total other income 1,571 1,569
Total income 15,585 18,663
1
REITs – real estate investment trusts.
2
UK and overseas dividends are presented based on the country of domicile of the respective underlying portfolio company.
Special dividends of £18,000 have been recognised in capital during the year (2024: £518,000).
4. Investment management and performance fees
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee 544 1,635 2,179 644 1,931 2,575
Performance fee (write back)/expense – (625) (625) – 1,593 1,593
Total 544 1,010 1,554 644 3,524 4,168
Investment management fee
The investment management fee is calculated at the rate of 0.35% per annum on month end Gross Assets. For the purposes of
this note, Gross Assets are defined as the value of the portfolio of the Company, including uninvested cash, with the portfolio
valuation based on value at risk (with value at risk being the gross asset value of the long-only portfolio plus the gross value
of the underlying equities, long and short, to which the Company is exposed through derivatives including CFDs and index
futures). The investment management fee is charged 25% to the revenue account and 75% to the capital account of the
Statement of Comprehensive Income. There is no additional fee for company secretarial and administration services.
Performance fee
The performance fee is calculated at the rate of 15% of the outperformance of the Company. For the purpose of this note,
outperformance is defined as the amount by which the annualised percentage Net Asset Value total return of the Company
arithmetically exceeds the annualised percentage return of the Benchmark Index, measured over a rolling two-year performance
period. This rate is applied to the average Gross Assets, in that rolling two-year performance period. Outperformance is the
amount by which the Net Asset Value total return arithmetically exceeds the Benchmark Index total return.
Notes to the Financial Statements
continued
Section 4: Financial Statements 99
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
There is a cap on the annual total management and performance fees of 1.25% per financial year of the average Gross Assets
over the rolling two-year performance period (the “Cap” or “Capped Amount”) which has the effect of capping the annual
performance fees at circa 0.9% of average Gross Assets and which means that the performance fee from any performance
period will not exceed 0.9% of average Gross Assets for the relevant performance period.
The performance fee is calculated daily for the rolling two-year performance period ending 30 November 2025 and the
rolling two-year performance period ending 30 November 2026, and accruals are made in the NAV subject to the Cap. The
performance fee is payable on 30 November each year in relation to the rolling two-year performance period ending on that
date. The accrual is calculated applying the following assumptions:
• The Benchmark Index remains unchanged;
• The Net Asset Value total return performs in line with the Benchmark Index total return for the remainder of the respective
rolling two-year performance periods ending 30 November 2025 and 30 November 2026; and
• The future value of Gross Assets for performance fee purposes is the same at the balance sheet date.
The amount of outperformance on which a performance fee has not been paid in a financial year due to the application of the
Cap will be carried forward to offset against future shortfall returns. As at 1 December 2025, the carried forward unpaid net
underperformance was 0.4% (1 December 2024: net outperformance available to offset against future shortfall returns of
4.8%).
On the first day of the financial year, due to the application of the Cap in the prior financial year, any performance fee for the
ongoing rolling two-year performance period not yet recognised is accrued in the daily NAV released to the London Stock
Exchange on that day.
Performance fees have been wholly allocated to the capital account of the Statement of Comprehensive Income as the
performance has been predominantly generated through capital returns from the investment portfolio. The performance fee
accrual at 30 November 2024 of £3,607,000 for the rolling two-year periods included an amount of £2,982,000 crystallised
for the period ended 30 November 2024 and £625,000 accrued for the period ended 30 November 2025. As at 30 November
2025, the accrual of £625,000 has been written back due to a reduction in outperformance for the period ended 30 November
2025 (2024: accrual of £3,607,000) and is calculated as follows:
• For the annualised rolling two-year performance period to 30 November 2025, the Company has underperformed the
benchmark by 5.2% as at 30 November 2025. As a result, an amount of £625,000 has been written back from the amount of
performance fee accrued in the prior period.
• For the annualised rolling two-year performance period to 30 November 2026, the Company has underperformed the
benchmark by 5.3% as at 30 November 2025. No performance fee relating to this performance period has been accrued at
the date of this report.
Termination of the Investment Management Agreement
Following proposals announced on 20 February 2026 for the reconstruction and voluntary winding-up of the Company,
the Company has given notice to terminate the IMA with immediate effect from the date that an effective resolution for the
winding-up of the Company is passed and the Manager has agreed to such termination. The base management fee shall
immediately cease to accrue as from the date on which the Winding-Up Resolution is passed, no Performance Fee shall
become payable on the passing of the Winding-Up Resolution. The Manager has waived any further entitlement to any
management fee or reimbursement of expenses under the IMA from the date of the Winding-Up Resolution.
100 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
5. Other operating expenses
2025 2024
£’000 £’000
Allocated to revenue:
Custody fee 6 7
Auditor’s remuneration
1
69 70
Registrar’s fee 57 44
Directors’ emoluments
2
202 211
Broker fees 61 48
Depositary fees 59 70
Marketing fees 159 175
FCA fees 32 29
Printing and postage fees 75 55
Directors’ search fees – 51
Directors’ evaluation fees – 30
AIC fees 24 22
Stock exchange listing fees 37 36
Write back of prior year expenses
3
(23) (27)
Other administrative costs 243 101
Total revenue expenses 1,001 922
Allocated to capital:
Custody transaction charges
4
26 21
Total capital expenses 26 21
Total 1,027 943
2025 2024
Ongoing charges (excluding performance fees)
5
0.63% 0.56%
Ongoing charges (including performance fees)
6
0.51% 0.82%
1
No non-audit services were provided by the Company’s auditors.
2
Further information on Directors’ emoluments can be found in the Directors’ Remuneration Report on page 69. The Company has
no employees.
3
Relates to printing and postage fees and other administrative costs written back during the year (2024: Directors’ recruitment fees,
miscellaneous fees and postage fees).
4
For the year ended 30 November 2025, expenses of £26,000 (2024: £21,000) were charged to the capital account of the Statement
of Comprehensive Income. These relate to transaction costs charged by the Custodian on sale and purchase trades.
5
The Company’s ongoing charges calculated as a percentage of average daily net assets and using the management fee and all
other operating expenses, excluding performance fees, finance costs, direct transaction costs, custody transaction charges, VAT
recovered, taxation, prior year expenses written back and certain non-recurring items. Alternative Performance Measure, see
Glossary on page 133.
6
The Company’s ongoing charges calculated as a percentage of average daily net assets and using the management fee and all
other operating expenses, including performance fees, finance costs, direct transaction costs, custody transaction charges, VAT
recovered, taxation, prior year expenses written back and certain non-recurring items. Alternative Performance Measure, see
Glossary on page 133.
Notes to the Financial Statements
continued
Section 4: Financial Statements 101
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
6. Finance costs
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest paid on bank overdraft 2 4 6 1 2 3
Collateral interest paid 15 47 62 23 71 94
Total 17 51 68 24 73 97
7. Taxation
(a) Analysis of charge/(credit) in year
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Current taxation:
Overseas taxation 74 – 74 27 – 27
Total taxation charge/(credit) (note 7(b)) 74 – 74 27 – 27
(b) Factors affecting total taxation charge/(credit) for the year
The taxation assessed for the year is lower (2024: lower) than the standard rate of corporation tax used of 25.0% (2024:
25.0%). The differences are explained below:
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net profit/(loss) before taxation 14,023 (22,994) (8,971) 17,073 69,276 86,349
Net profit/(loss) multiplied by standard rate of
25.00% (2024: 25.00%) 3,506 (5,749) (2,243) 4,269 17,319 21,588
Effects of:
Non-taxable UK dividend income (2,951) (4) (2,955) (3,451) (129) (3,580)
Non-taxable overseas dividends (415) – (415) (337) – (337)
Net loss/(profit) on investments held at fair value
through profit or loss – 2,823 2,823 – (14,899) (14,899)
Foreign exchange (gain)/loss – (3) (3) – 15 15
Overseas taxation suffered 74 – 74 27 – 27
Disallowed expenses – 7 7 – 5 5
Management expense not (utilised)/relieved (140) 265 125 (481) 899 418
Net loss/(profit) from derivatives – 2,661 2,661 – (3,210) (3,210)
Total taxation charge (note 7(a)) 74 – 74 27 – 27
As at 30 November 2025 the Company had net surplus management expenses of £107.8 million (2024: £107.2 million) and
a non-trade loan relationship deficit of £49.2 million (2024: £49.2 million). A deferred tax asset has not been recognised in
respect of these losses because the Company is not expected to generate taxable income in a future period in excess of the
deductible expenses of that future period. 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 of £39.2 million (2024: £39.1million) has not been
recognised as at 30 November 2025 which has been calculated based on the corporation tax rate in effect from 1 April 2023 of
25%, as enacted by the Finance Act 2021.
102 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
8. Dividends
2025 2024
Divi dends paid on equity shares: Record date Payment date £’000 £’000
Final dividend of 14.25p per share for the year
ended 30 November 2024 (2023: 11.45p) 28 February 2025 11 April 2025 11,514 10,841
Interim dividend of 3.80p per share for the year
ended 30 November 2025 (2024: 3.75p) 15 August 2025 5 September 2025 2,898 3,400
Accounted for in the financial statements 14,412 14,241
The total dividends payable in respect of the year ended 30 November 2025 which form the basis of Section 1158 of the
Corporation Tax Act 2010 and Section 833 of the Companies Act 2006, and the amounts proposed, meet the relevant
requirements as set out in this legislation.
2025 2024
Dividends paid or declared on equity shares:
£’000 £’000
Interim dividend of 3.80p per share for the year ended 30 November 2025 (2024: 3.75p) 2,898 3,400
Second interim dividend of 15.20p per share for the year ended 30 November 2025
1
(2024:
14.25p) 11,405 11,603
Total for the year 14,303 15,003
1
Based on 75,033,364 ordinary shares in issue on 25 February 2026.
9. Earnings/(loss) and net asset value per ordinary share
Revenue, capital earnings/(loss) and net asset value per ordinary share are shown below and have been calculated using the
following:
Year ended
30 November
2025
Year ended
30 November
2024
Net revenue profit attributable to ordinary shareholders (£’000) 13,949 17,046
Net capital (loss)/profit attributable to ordinary shareholders (£’000) (22,994) 69,276
Total (loss)/profit attributable to ordinary shareholders (£’000) (9,045) 86,322
Equity shareholders’ funds (£’000) 501,618 595,908
The weighted average number of ordinary shares in issue during the year on which the earnings
per ordinary share was calculated was: 78,793,175 91,924,583
The actual number of ordinary shares in issue at the end of the year on which the net asset
value per ordinary share was calculated was: 75,033,364 87,271,864
Earnings/(loss) per ordinary share
Revenue earnings per share (pence) – basic and diluted 17.70 18.54
Capital (loss)/earnings per share (pence) - basic and diluted (29.18) 75.37
Total (loss)/earnings per share (pence) - basic and diluted (11.48) 93.91
As at
30 November
2025
As at
30 November
2024
Net asset value per ordinary share (pence) 668.53 682.82
Ordinary share price (pence) 612.00 593.00
There were no dilutive securities at the year end.
Notes to the Financial Statements
continued
Section 4: Financial Statements 103
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
10. Investments held at fair value through profit or loss
2025 2024
£’000 £’000
UK listed equity investments held at fair value through profit or loss 377,679 426,396
AIM traded stocks 97,145 131,206
Total value of financial asset investments at 30 November 474,824 557,602
Opening book cost of investments 518,134 583,950
Opening investment holding gains/(losses) 39,468 (26,356)
Opening fair value 557,602 557,594
Analysis of transactions made during the year:
Purchases at cost 289,655 251,053
Sales proceeds received (361,139) (310,643)
(Losses)/gains on investments
1
(11,294) 59,598
Closing fair value 474,824 557,602
Closing book cost of investments 425,461 518,134
Closing investment holding gains 49,363 39,468
Closing fair value 474,824 557,602
1
The gains on investments for the year ended 30 November 2025 do not include special dividends totalling £18,000 (2024:
£518,000) that were recognised in capital (please see note 3).
The Company received £361,139,000 (2024: £310,643,000) from investments sold in the year. The book cost of these investments
when they were purchased was £382,328,000 (2024: £316,869,000). These investments have been revalued over time and until
they were sold any unrealised gains/losses were included in the fair value of investments.
During the year, transaction costs of £1,383,000 (2024: £1,166,000) were incurred on the acquisition of investments. Costs relating
to the disposal of investments during the year amounted to £262,000 (2024: £215,000). All transactions costs have been included
within the capital reserves.
104 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
11. Derivatives
The Company may use a variety of derivative contracts, and during the year entered into a number of index futures contracts
and contracts for difference (CFDs). CFDs are synthetic equities and are valued by reference to the market values of the
investments’ underlying securities.
The sources of the return under the derivative contract (e.g., notional dividends, financing costs, interest returns and realised
and unrealised gains and losses) are allocated to the revenue and capital accounts in alignment with the nature of the
underlying source of income and in accordance with the guidance given in the AIC SORP. Notional dividend income or expense
arising on long or short positions is apportioned wholly to the revenue account. Notional interest income on short positions
is allocated wholly to the revenue account. Notional interest expense on long and short positions is apportioned between
revenue and capital in accordance with the Board’s long-term expected returns of the Company (currently determined to be
25% to revenue and 75% to capital). Changes in value relating to underlying price movements of securities in relation to long
and short derivative exposures are allocated to capital. A summary of the various sources of return on the derivative contracts
is given in the table below.
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net realised (losses)/gains relating to underlying price
movements – (5,045) (5,045) – 13,505 13,505
Net change in unrealised (losses)/gains relating to
underlying price movements – (3,083) (3,083) – 2,564 2,564
Notional dividend income on long positions 1,558 – 1,558 2,445 – 2,445
Notional dividend expense on short positions (481) – (481) (375) – (375)
Notional interest expense on long positions (1,020) (3,058) (4,078) (1,270) (3,822) (5,092)
Notional interest income on short positions 179 542 721 196 592 788
Futures interest income on long positions 16 – 16 28 – 28
Total return on derivative contracts for the year 252 (10,644) (10,392) 1,024 12,839 13,863
The net fair values of derivative financial assets and liabilities are set out in the table below:
2025 2024
£’000 £’000
Derivative financial assets held at fair value through profit or loss 28 2,678
Derivative financial liabilities held at fair value through profit or loss (1,105) (577)
Derivative financial liabilities: Amounts due to brokers in respect of revaluation losses on
indexfutures (193) (288)
Total net derivative financial (liabilities)/assets (1,270) 1,813
The fair value of derivative positions at 30 November 2025 was negative £1,270,000 (2024: positive £1,813,000), comprising
gross revaluation gains of £2,591,000 (2024: £3,937,000) and gross revaluation losses of £3,861,000 (2024: £2,124,000). Net
realised losses of £5,025,000 (2024: gains of £13,509,000) comprised realised gains of £61,396,000 (2024: £59,652,000) and
realised losses of £66,421,000 (2024: £46,143,000).
As at 30 November 2025, the Company held cash and cash equivalent balances of £27,683,000 (2024: £43,889,000). The
Company also pledged cash of £3,200,000 (2024: £700,000) on margin accounts with counterparty brokers. This cash
represents collateral posted to broker margin accounts in relation to amounts due to brokers in respect of unrealised losses on
open derivative positions.
As at 30 November 2025 the Company also owed £1,590,000 (2024: £1,770,000) to brokers in respect of cash collateral
received relating to amounts owed by these brokers to cover unrealised gains on open derivative positions. These cash
balances are disclosed as an asset of £3,200,000 on the Statement of Financial Position (2024: £700,000), and an equivalent
creditor of £1,590,000 (2024: £1,770,000) is also shown to reflect the economic entitlement of the broker to these margins
until such a time as the open derivative positions are closed out and the profits are realised. To the extent there are any
unrealised losses on CFD contracts, the Company will transfer margin monies across to these broker margin deposit accounts.
The Investment Manager monitors margin positions on a daily basis to ensure any margin deposit balances are minimised and
any amounts owed to the Company are transferred on a timely basis. In the event of default, legal ownership of any monies
held in the margin deposit accounts resides with the counterparty broker.
Notes to the Financial Statements
continued
Section 4: Financial Statements 105
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
12. Other receivables
2025 2024
£’000 £’000
Amounts due from brokers 350 31
Prepayments and accrued income 1,832 1,505
Total 2,182 1,536
13. Other payables
2025 2024
£’000 £’000
Amounts due to brokers 2,417 2,074
Performance fee accrual – 3,607
Accruals for expenses and interest payable 1,181 2,581
Total 3,598 8,262
14. Called up share capital
Ordinary
shares
in issue
Treasury
shares
Total
shares
Nominal
value
number number number £’000
Allotted, called up and fully paid share capital
comprised:
Ordinary shares of 5 pence each
At 30 November 2023
95,872,161 7,337,703 103,209,864 5,160
Ordinary shares bought back into treasury (8,600,297) 8,600,297 – –
At 30 November 2024 87,271,864 15,938,000 103,209,864 5,160
Ordinary shares bought back into treasury (12,238,500) 12,238,500 – –
At 30 November 2025 75,033,364 28,176,500 103,209,864 5,160
During the year ended 30 November 2025, the Company bought back 12,238,500 shares into treasury (2024: 8,600,297) for a total
consideration of £70,833,000 (2024: £52,098,000) including costs.
Since 30 November 2025 and up to 25 February 2026, no shares have been bought back into treasury.
The ordinary shares give shareholders voting rights, the entitlement to all of the capital growth in the Company’s assets and to all
income from the Company that is resolved to be distributed.
106 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
15. Reserves
Distributable reserves
Share
premium
account
Capital
redemption
reserve
Special
reserve
Capital
reserve
arising on
investments
sold
Capital
reserve
arising on
revaluation
of
investments
held
Revenue
reserve
£’000 £’000 £’000 £’000 £’000 £’000
At November 2023 242,122 11,905 3,231 322,729 (27,105) 17,883
Movement during the year:
Total comprehensive income:
Net profit for the year – – – 895 68,381 17,046
Transactions with owners, recorded
directly to equity:
Ordinary shares repurchased into
treasury – – (3,213) (48,620) – –
Share repurchase costs – – (18) (247) – –
Dividends paid – – – – – (14,241)
At November 2024 242,122 11,905 – 274,757 41,276 20,688
Movement during the year:
Total comprehensive (loss)/income:
Net (loss)/profit for the year – – – (29,808) 6,814 13,949
Transactions with owners, recorded
directly to equity:
Ordinary shares repurchased into
treasury – – (14,145) (56,321) – –
Share repurchase costs – – – (367) – –
Cancellation of share premium (242,122) – 242,122 – – –
Dividends paid – – – – – (14,412)
At 30 November 2025 – 11,905 227,977 188,261 48,090 20,225
The share premium account and capital redemption reserve of £nil and £11,905,000 (2024: £242,122,000 and £11,905,000)
are not distributable reserves under the Companies Act 2006.
In accordance with ICAEW Technical Release 02/17BL on Guidance on Realised and Distributable Profits under the
Companies Act 2006, the special reserve and capital reserve may be used as distributable reserves for all purposes and, in
particular, the repurchase by the Company of its ordinary shares and for payments such as dividends. In accordance with
the Company’s Articles of Association, the special reserve of £227,977,000 (2024: £nil), capital reserves of £236,351,000
(2024: £316,033,000) and the revenue reserve of £20,225,000 (2024: £20,688,000) may be distributed by way of dividend. At
30 November 2025, the gain on capital reserve arising on the revaluation of investments of £48,090,000 (2024: £41,276,000)
is subject to fair value movements and may not be readily realisable at short notice, as such any gains may not be entirely
distributable. The investments are subject to financial risks, as such capital reserves (arising on investments sold) and the
revenue reserve may not be entirely distributable if a loss occurred during the realisation of these investments.
As at 30 November 2025, the Company’s distributable reserves excluding capital reserves on the revaluation of investments
amounted to £436,463,000 (2024: £295,445,000).
The Company’s share premium account was cancelled pursuant to shareholders’ approval of a special resolution at the
Company’s Annual General Meeting on 25 March 2025 and Court approval on 29 April 2025. The share premium account
which totalled £242,122,000 at the time of cancellation was transferred to a special reserve. This action was taken, in part, to
increase the Company’s distributable reserves, thereby providing a greater ability to pay dividends and repurchase shares.
Notes to the Financial Statements
continued
Section 4: Financial Statements 107
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
16. Risk management policies and procedures
The Company’s investment activities expose it to various types of risks which are associated with the financial instruments
and markets in which it invests. The following information is not intended to be a comprehensive summary of all risks and
shareholders should refer to the Alternative Investment Fund Managers’ Directive FUND 3.2.2R Disclosures which can be
found at www.blackrock.com/uk/thrg for a more detailed discussion of the risks inherent in investing in the Company.
Risk management framework
The following information refers to the risk management framework of the Alternative Investment Fund Manager (AIFM).
However, as disclosed in the Corporate Governance Statement on pages 52 to 58 and in the Statement of Directors’
Responsibilities on pages 79 and 80, it is the ultimate responsibility of the Board to ensure that the Company’s risks are
appropriately monitored, and to the extent that elements of this are delegated to third party service providers, the Board is
responsible for ensuring that the relevant parties are discharging their duties in accordance with the terms of the relevant
agreements and taking appropriate action to the extent issues are identified.
The Directors of the AIFM review quarterly investment performance reports and receive semi-annual presentations in
person from the Investment Manager covering the Company’s performance and risk profile during the year. The AIFM
has delegated the day-to-day administration of the investment programme to the Investment Manager. The Investment
Manager is also responsible for ensuring that the Company is managed within the terms of its investment guidelines and
limits set out in the Alternative Investment Fund Managers’ Directive FUND 3.2.2R Disclosures which can be found at
www.blackrock.com/uk/thrg.
The AIFM is responsible for monitoring investment performance, product risk monitoring and oversight and has the
responsibility for the monitoring and oversight of regulatory and operational risk for the Company. The Directors of the AIFM
have appointed a Risk Manager who has responsibility for the daily risk management process with assistance from key risk
management personnel of the Investment Manager, including members of the Risk and Quantitative Analysis Group (RQA)
which is a centralised group which performs an independent risk management function. RQA independently identifies,
measures and monitors investment risk, including climate-related risk, and tracks the actual risk management practices
being deployed across the Company. By breaking down the components of the process, RQA has the ability to determine if the
appropriate risk management processes are in place. This captures the risk management tools employed, how the levels of risk
are controlled, ensuring risk/return is considered in portfolio construction and reviewing outcomes.
The AIFM reports to the Audit Committee twice yearly on key risk metrics and risk management processes; in addition, the
Depositary monitors the performance of the AIFM and reports to the Audit Committee semi-annually. Any significant issues
are reported to the Board as they arise.
Risk exposures
The risk exposures of the Company are set out as follows:
(a) Market risk
Market risk arises mainly from uncertainty about future values of financial instruments influenced by other price, currency
and interest rate movements. It represents the potential loss the Company may suffer through holding market positions in
financial instruments in the face of market movements.
A key metric RQA uses to measure market risk is Value-at-Risk (VaR) which encompasses price, currency and interest rate risk.
VaR is a statistical risk measure that estimates the potential portfolio loss from adverse market moves in an ordinary market
environment. VaR analysis reflects the interdependencies between risk variables (including foreign currency risk, interest rate
risk and other price risk), unlike a traditional sensitivity analysis.
The VaR calculations are based on a confidence level of 99% with a holding period of not greater than one day and a historical
observation period of not less than one year (250 days). A VaR number is defined at a specified probability and a specified
time horizon. A 99% one day VaR means that the expectation is that 99% of the time over a one day period the Company will
lose less than this number in percentage terms. Therefore, higher VaR numbers indicate higher risk. It is noted that the use
of VaR methodology has limitations, namely assumptions that risk factor returns are normally distributed and that the use of
historical market data as a basis for estimating future events does not encompass all possible scenarios, particularly those
that are of an extreme nature and that the use of a specified confidence level (e.g., 99%) does not take into account losses
that occur beyond this level. There is some probability that the loss could be greater than the VaR percentage amounts. These
limitations, and the nature of the VaR measure, mean that the Company can neither guarantee that losses will not exceed the
VaR amounts indicated, nor that losses in excess of the VaR amounts will not occur more frequently.
108 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
16. Risk management policies and procedures continued
The one-day VaR as at 30 November 2025 and 30 November 2024 (based on a 99% confidence level) was 2.07% and 1.97%,
respectively.
(i) Market risk arising from other price risk
Exposure to other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors
specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the
market. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health
issues, recessions, climate change, or other events could have a significant impact on the Company and the market price of its
investments and could result in increased premiums or discounts to the Company’s net asset value.
The Company is exposed to market price risk arising from its equity investments and its exposure to derivative positions.
The movements in the prices of these investments result in movements in the performance of the Company. Other price risk
sensitivity has been covered by the VaR analysis under the market risk section above.
The Company’s exposure to other changes in market prices at 30 November 2025 on its equity investments was £474,824,000
(2024: £557,602,000). In addition, the Company’s gross market exposure to these price changes through its derivatives
exposure is set out below.
Use of derivatives
The Company may utilise both contracts for difference (CFDs) and index futures, as part of its investment policy. These
instruments can be highly volatile and potentially expose investors to a higher risk of loss. The low initial margin deposits
normally required to establish a position in such instruments permit a high degree of leverage in respect of each transaction.
As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or
loss which is high in proportion to the value of the net exposures in the underlying derivative positions.
The Company’s current investment strategy specifically utilises CFDs and index futures. The Company limits the gross market
exposure, and therefore the leverage, of this strategy to approximately 30% of the Company’s net assets. The long and short
CFD positions have a linear performance to referenced stocks quoted on exchanges and therefore have a volatility profile
similar to the underlying stocks. See ‘Management of OTC financial derivative instruments’ paragraph below for gearing
through the use of derivatives.
Management of other price risk
By diversifying the portfolio, where this is appropriate and consistent with the Company’s objective, the risk that a price
change of a particular investment will have a material impact on the NAV of the Company is reduced which is in line with the
investment objective of the Company.
Management of over-the-counter (OTC) financial derivative instruments
Economic exposure through derivatives is restricted to 30% of the net asset value of the Company. The gross value represents
the aggregate of the long and short exposure without netting and so within this limit market exposure may be significantly
less. The net exposure refers to the market exposure the Company has to the underlying securities on long derivative positions,
less the market exposure of the underlying securities on which the Company has taken in short derivative positions. Further
definitions are provided in the Glossary on pages 130 to 134. To the extent derivatives are used to gear the Company’s
portfolio, aggregate leverage through the use of derivatives will not exceed 30% of net assets. The Board’s policy is that net
gearing, borrowing less cash, should not exceed 20% of gross assets.
Exposures are monitored daily by the Investment Manager and its independent risk management team and can be closed out
at any time by the Company, subject to market liquidity. The Company’s Board also reviews exposures regularly.
The CFD positions are diversified across sectors and geographies comprising 40 positions as at 30 November 2025 (2024: 40).
Notes to the Financial Statements
continued
Section 4: Financial Statements 109
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The gross underlying notional exposures through derivatives at 30 November 2025 and 30 November 2024 were:
2025
£’000
% of net
assets
2024
£’000
% of net
assets
Gross exposure relating to long derivative positions 92,059 18.4 95,270 16.0
Gross exposure relating to short derivative positions 18,055 3.6 20,120 3.4
Index Futures – gross exposure relating to long position – – 14,282 2.4
Index Futures – gross exposure relating to short position 12,497 2.5 – –
Gross economic exposure subject to a 30% restriction
(see above) 122,611 24.5 129,672 21.8
Net market exposure 61,507 12.3 89,432 15.0
Concentration of exposure to market risks
An analysis of the Company’s investment portfolio, and sector analysis, is shown on pages 18 to 26. At 30 November 2025,
this shows the majority of the portfolio’s value is in UK companies. Accordingly, there is concentration of exposure to the UK,
although it is recognised that an investment’s country of domicile or of listing does not necessarily equate to its exposure to
the economic conditions in that country.
(ii) Market risk arising from foreign currency risk
Exposure to foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. Foreign currency sensitivity risk has been covered by the VaR analysis under the market
risk section.
As the Company’s objective is to achieve capital growth for shareholders through investment mainly in smaller UK quoted
companies, substantially all of the Company’s assets are Sterling denominated. Up to 15% of the Company’s portfolio can be
invested in overseas companies. Consequently, at any time a proportion of the Company’s assets, liabilities and income may
be denominated in currencies other than Sterling (the Company’s functional currency and that in which it reports its results).
There were 13 non-Sterling denominated long investment positions and there was no non-Sterling denominated short
investment positions held within the Company’s portfolio at 30 November 2025 (2024: eight non-Sterling denominated long
investment positions and one non-Sterling denominated short investment position).
The fair values of the Company’s monetary items which have foreign currency exposure at 30 November 2025 and
30November 2024 are shown below. Where the Company’s equity investments which are not monetary items are
denominated in a foreign currency, they have been included separately in the analysis so as to show the overall level of
exposure.
Euro US Dollar
2025 £’000 £’000
Derivatives – long positions (gross exposure) 9,381 37,243
Payables (due to brokers and other payables) (8) (63)
Total foreign currency exposure on net monetary items 9,373 37,180
Investments at fair value through profit and loss that are equities – 2,586
Total net foreign currency exposure 9,373 39,766
Total net foreign currency exposure as a % of net assets 1.87% 7.93%
110 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
16. Risk management policies and procedures continued
Australian
Dollar
Canadian
Dollar Euro
Swedish
Konra
Swiss
Franc US Dollar
2024 £’000 £’000 £’000 £’000 £’000 £’000
Receivables (due from brokers, withholding tax
receivable, dividends and other income receivable) – 18 32 3 – –
Derivatives – long positions (gross exposure) 7,741 3,303 13,377 – 2,266 6,792
Derivatives – short positions (gross exposure) – – – (1,644) – –
Payables (due to brokers and other payables) (17) (7) (21) – (1) (12)
Total foreign currency exposure on net monetary items 7,724 3,314 13,388 (1,641) 2,265 6,780
Investments at fair value through profit and loss that are
equities – – 6,307 – – –
Total net foreign currency exposure 7,724 3,314 19,695 (1,641) 2,265 6,780
Total net foreign currency exposure as a % of net
assets 1.30% 0.56% 3.31% –0.28% 0.38% 1.14%
Management of foreign currency risk
The Investment Manager monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board of the
Company on a regular basis.
The Investment Manager measures the risk to the Company of the foreign currency exposure by considering the effect on the
Company’s net asset value and income of a movement in the exchange rate to which the Company’s assets, liabilities, income
and expenses are exposed.
The Company does not use financial instruments to mitigate the currency exposure in the period between the time that income
is included in the Financial Statements and its receipt. Although permitted, derivative contracts are not used to hedge against
exposure to foreign currency risk.
Consequently, the Company is exposed to risks that the exchange rate of its reporting currencies, relative to other currencies,
may change in a manner which has an adverse effect on the value of the portion of the Company’s assets which are denominated
in currencies other than their own currencies.
(iii) Market risk arising from interest rate risk
Exposure to interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market interest rates.
The Company is exposed to interest rate risk specifically through its cash holdings and on positions within the CFD portfolio.
Interest rate movements may affect the level of income receivable from any cash at bank and on deposits. The effect of interest
rate changes on the earnings of the companies held within the portfolio may have a significant impact on the valuation of the
Company’s investments. Movements in interest rates will also have an impact on the financing costs of the CFD derivative
contracts. Interest rate sensitivity risk has been covered by the VaR analysis under the market risk section.
Interest rate exposure
The exposure at 30 November 2025 and 30 November 2024 of financial assets and liabilities to interest rate risk is shown by
referenceto:
• floating interest rates – when the interest rate is due to be re-set; and
• fixed interest rates – when the financial instrument is due for repayment.
Notes to the Financial Statements
continued
Section 4: Financial Statements 111
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
2025
Within one
year
2024
Within one
year
£’000 £’000
Exposure to floating interest rates:
Derivative contracts
– Notional long derivative positions 92,059 95,270
– Notional short derivative positions (18,055) (20,120)
– Notional long index future positions – 14,282
– Notional short index future positions (12,497) –
Cash Fund 26,793 43,477
Cash collateral pledged with brokers 3,200 700
Cash and cash equivalents – cash at bank 890 412
Cash collateral received (1,590) (1,770)
Management of interest rate risk
The Company is exposed to interest rate risk on cash holdings and CFD positions. The Company incurs charges on long
positions when held.
The Company incurred a charge based on LIBOR plus 25 basis points for long CFD positions and received a benefit based
on LIBOR minus 35 basis points for short positions. For non-Sterling long positions, the Company incurred a charge based
on EURIBOR plus 25 basis points for positions denominated in Euros, Bank Bill Swap Rate plus 25 basis points for positions
denominated in Australian Dollars, CHF LIBOR plus 30 basis points for positions denominated in Swiss Francs and the Federal
Funds Rate plus 18 basis points for positions denominated in US Dollars. For non-Sterling short positions, the Company
received a benefit based on EURIBOR minus 25 basis points for positions denominated in Euros and CHF LIBOR minus
30basis points for positions denominated in Swiss Francs.
Notional interest is determined on a gross basis; i.e., for this purpose long and short positions or exposures within the master
agreement are not netted for calculation of notional interest. Further details of notional interest arising in the year in relation
to derivative positions are given within note 11 to the Financial Statements on page 104.
The Company has additional exposure to interest rate risk in relation to its holding in the Cash Fund. Interest received on this
holding in the year was on average 4.55% (2024: 5.52%).
The Company does not have any fixed rate exposure at 30 November 2025 or 30 November 2024.
Interest rates received on cash balances or paid on bank borrowings, respectively, is set out in the table below:
Interest
received
Interest
paid
2025 % %
Sterling 3.92 7.47
Interest
received
Interest
paid
2024 % %
Sterling 4.80 0.00
(b) Counterparty credit risk
Credit risk is the risk that the issuer of a financial instrument will fail to fulfil an obligation or commitment that it has entered
into with the Company.
The Company is exposed to counterparty credit risk from the parties with which it trades and will bear the risk of settlement
default. Counterparty credit risk to the Company arises from transactions to purchase or sell investments and through its
positions in long and short derivatives.
The major counterparties engaged with the Company are all widely recognised and regulated entities.
There were no past due or impaired assets as of 30 November 2025.
112 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
16. Risk management policies and procedures continued
Depositary
The Company’s Depositary is The Bank of New York Mellon (International) Limited (BNY or the Depositary) (S&P long term
credit rating as at 30 November 2025: AA- (2024: AA-)). The Company’s listed investments are held on its behalf by The
Bank of New York Mellon (International) Limited (BNY) as the Company’s Custodian (as sub-delegated by the Depositary).
All of the equity assets and cash of the Company are held within the custodial network of the global custodian appointed by
the Depositary. Bankruptcy or insolvency of the Depositary/Custodian may cause the Company’s rights with respect to its
investments held by the Depositary/Custodian to be delayed or limited. The maximum exposure to this risk at 30 November
2025 is the total value of equity investments held with the Depositary/Custodian and cash and cash equivalents in the
Statement of Financial Position.
In accordance with the requirements of the depositary agreement, the Depositary will ensure that any agents it appoints to
assist in safekeeping the assets of the Company will segregate the assets of the Company. Thus, in the event of insolvency or
bankruptcy of the Depositary, the Company’s non-cash assets are segregated and this reduces counterparty credit risk. The
Company will, however, be exposed to the counterparty credit risk of the Depositary in relation to the Company’s cash held
by the Depositary. In the event of the insolvency or bankruptcy of the Depositary, the Company will be treated as a general
creditor of the Depositary in relation to cash holdings of the Company. The Board monitors the Company’s risk by reviewing
the custodian’s internal control reports.
Counterparties/brokers
The Company only invests directly in markets that operate on a delivery versus payment basis, and consequently most
investment transactions in listed securities involve simultaneous delivery of securities against cash payment using an
approved broker. The risk of default is considered minimal, and the trade will fail if either party fails to meet its obligation.
Cash held as security by a counterparty to financial derivative contracts is subject to the credit risk of the counterparty as the
Company’s access to its cash could be delayed should the counterparty become insolvent or bankrupt.
The following table details the total number of counterparties to which the Company is exposed, the maximum exposure to any
one counterparty, the collateral held by the Company against this exposure, the total exposure to all other counterparties and
the lowest long term credit rating of any one counterparty (or its ultimate parent if unrated).
Total number
of
counterparties
Maximum
exposure
to any one
counterparty
1
Collateral
held
1
Total exposure
to all other
counterparties
1
Lowest
credit rating
of any one
counterparty
2
£’000 £’000 £’000 £’000
2025 6 3,473 3,200 358 BBB+
2024
5 1,785 700 3,294 A-
1
Calculated on a net exposure basis.
2
Standard & Poor’s ratings.
The Company may also be exposed to counterparty risk should there be any rehypothecation of pledged collateral. Collateral
is received/paid where the client service agreement states that there should be collateral movements agreed with the
counterparty, where there is a requirement for a mark-to-market process or collateralisation to ensure that the Company is
protected against any counterparty default.
Collateral
The Company engages in activities which may require collateral to be provided to a counterparty (pledged collateral) or may
hold collateral received (inbound collateral) from a counterparty. Pledged and Inbound cash collateral is paid/received in
Sterling. The Company uses inbound collateral received from a counterparty to reduce the counterparty credit risk associated
with any trading activity in which the Company has engaged.
The collateral received/posted by the Company under the ISDA Master Agreement in respect of variation margin is transferred
bilaterally under a title transfer arrangement. Collateral received by the Company in respect of variation margin is held in an
account in the name of the Depositary on behalf of the Company. Collateral received is segregated from the assets belonging
to the Company’s Depositary.
At 30 November 2025, all cash collateral received by the Company in respect of CFD transactions was re-invested in the Cash
Fund managed by the Manager or its affiliates as disclosed in the Schedule of Investments. The Company is the legal owner of
inbound collateral and can sell the assets and withhold the cash in the case of default. All cash received or posted as collateral
has an open maturity tenor as it is not subject to a contractual maturity date.
Notes to the Financial Statements
continued
Section 4: Financial Statements 113
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The returns earned by the Company from the reinvestment of cash collateral in the Cash Fund during the year ended
30November 2025 was 4.55% (2024: 5.52%).
Cash collateral pledged by the Company is separately identified as an asset in the Statement of Financial Position and is not
included as a component of cash and cash equivalents. Inbound cash collateral received by the Company is reflected as a
liability on the Statement of Financial Position as cash collateral payable. The cash is subject to certain counterparty credit
risk as the Company’s access to its cash could be delayed should the counterparties become insolvent or bankrupt.
The fair value of inbound cash collateral and cash collateral pledged is reflected in the Statement of Financial Position and is
set out in the table below:
Pledged collateral Liability for inbound collateral
As at
30 November
2025
As at
30 November
2024
As at
30 November
2025
As at
30 November
2024
£’000 £’000 £’000 £’000
Cash collateral 3,200 700 (1,590) (1,770)
Receivables
Amounts due from brokers are disclosed on the Statement of Financial Position as receivables. The counterparties included
in receivables are the same counterparties discussed previously under counterparty credit risk and subject to the same
scrutiny by the BlackRock RQA Counterparty and Concentration Risk Team (RQA CCR). The Company monitors the ageing of
receivables to mitigate the risk of debtor balances becoming overdue.
In summary, the exposure to credit risk at 30 November 2025 and 30 November 2024 was as follows:
2025
3 months
or less
2024
3 months
or less
£’000 £’000
Derivative positions – amounts due from brokers 28 2,173
Cash Fund 26,793 43,477
Cash collateral pledged with brokers 3,200 700
Cash at bank 890 412
Amounts due from brokers 350 31
Total 31,261 46,793
The following table details the Company’s exposure to derivatives and net cash collateral (received/pledged in Sterling)
analysed by counterparty as at the balance sheet date:
2025
Name of counterparty
Counterparty
country of
incorporation
Receivable/
(payable) for
derivatives
Cash collateral
pledged/
(received)
£’000 £’000
JPMorgan United States (689) (1,590)
Société Générale France 28 580
BNP Paribas France (416) 2,620
Merrill Lynch United States (193) –
Total (1,270) 1,610
114 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
16. Risk management policies and procedures continued
2024
Name of counterparty
Counterparty
country of
incorporation
Receivable/
(payable) for
derivatives
Cash collateral
pledged/
(received)
£’000 £’000
JPMorgan United States 1,455 (1,380)
Société Générale France 718 (390)
BNP Paribas France (72) 700
Merrill Lynch United States (288) –
Total 1,813 (1,070)
Management of counterparty credit risk
Credit risk is monitored and managed by RQA CCR. The team is headed by BlackRock’s Chief Credit Officer who reports to the
Global Head of RQA. Credit authority resides with the Chief Credit Officer and selected team members to whom specific credit
authority has been delegated. As such, counterparty approvals may be granted by the Chief Credit Officer, or by identified RQA
Credit Risk Officers who have been formally delegated authority by the Chief Credit Officer.
The counterparty/credit risk is managed as follows:
• transactions are only entered into with those counterparties approved by RQA CCR, with a formal review carried out for each
new counterparty and with counterparties selected by RQA CCR on the basis of a number of risk mitigation criteria designed
to reduce the risk to the Company of default;
• the creditworthiness of financial institutions with whom cash is held is reviewed regularly by the RQA CCR; and
• RQA CCR reviews the credit standard of the Company’s brokers on a periodic basis and set limits on the amount that may be
due from any one broker.
The Board monitors the Company’s counterparty risk by reviewing:
• the semi-annual report from the Depositary, which includes the results of periodic site visits to the Company’s Custodian
where controls are reviewed and tested;
• the Custodian’s Service Organisation Control (SOC 1) reports which include a report by the Custodian’s auditors. This report
sets out any exceptions or issues noted as a result of the auditor’s review of the Custodian’s processes;
• the Manager’s internal control reports which include a report by the Manager’s auditors. This report sets out any exceptions
or issues noted as a result of the auditor’s review of the Manager’s control processes; and
• in addition, the Depositary and the Manager report any significant breaches or issues arising to the Board as soon as these
are identified.
There were no past due assets as at 30 November 2025 (2024: £nil).
Offsetting disclosures
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the
Company may enter into an ISDA Master Agreement or similar agreement with its OTC derivative contract counterparties. An
ISDA Master Agreement is an agreement between the Company and the counterparty that governs OTC derivative contracts
and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or
termination event. Under an ISDA Master Agreement, the Company has a contractual right to offset with the counterparty
certain derivative financial instruments payables and/or receivables with collateral held and/or posted and create one single
net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or
insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy,
insolvency or other events.
For financial reporting purposes, the Company does offset derivative assets and derivative liabilities that are subject to netting
arrangements in the Statement of Financial Position. The disclosures set out in the following table include financial assets and
financial liabilities that are subject to an enforceable master netting agreement or similar agreement.
Notes to the Financial Statements
continued
Section 4: Financial Statements 115
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
At 30 November 2025 and 2024, the Company’s derivative assets and liabilities (by type) are as follows:
At 30 November 2025 At 30 November 2024
Assets Liabilities Assets Liabilities
£’000 £’000 £’000 £’000
Derivatives
Long derivative positions 2,254 (3,292) 3,002 (1,433)
Short derivative positions 337 (376) 935 (403)
Index future – long position – – – (288)
Index future – short position – (193) – –
Total derivative assets and liabilities in the Statement
of Financial Position 2,591 (3,861) 3,937 (2,124)
Derivatives not subject to a master netting agreement – – – –
Total assets and liabilities subject to a master netting
agreement 2,591 (3,861) 3,937 (2,124)
The following table presents the Company’s derivative assets and liabilities by counterparty, net of amounts available for
offset, under a master netting agreement and net of any related collateral paid/(received) by the Company at 30 November
2025 and 30 November 2024:
Derivative
assets/
(liabilities)
subject to a
master
netting
agreement
by a
counterparty
Derivatives
available
for offset
Net amount
as per
statement
of financial
position
Non-cash
collateral
given
Cash
collateral
Net amount
of derivative
assets/
(liabilities)
1
Counterparty £’000 £’000 £’000 £’000 £’000 £’000
At 30 November 2025
JPMorgan 1,192 (1,881) (689) – 689 –
Société Générale 546 (518) 28 – (28) –
BNP Paribas 853 (1,269) (416) – 416 –
Merrill Lynch – (193) (193) – – (193)
Total as at 30 November 2025 2,591 (3,861) (1,270) – 1,077 (193)
At 30 November 2024
JPMorgan 1,512 (57) 1,455 – (1,380) 75
Société Générale 1,339 (621) 718 – (390) 328
BNP Paribas 1,085 (1,157) (72) – 72 –
Merrill Lynch – (288) (288) – – (288)
Total as at 30 November 2024 3,936 (2,123) 1,813 – (1,698) 115
1
Amount represents the net amount receivable/(payable) from/(to) the counterparty in the event of default, and does not include
over-collateralised positions.
(c) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations associated with financial liabilities.
The Company is also exposed to the liquidity risk for margin calls on derivative instruments. At the year end, the Company had
no overdraft facility (2024: nil).
116 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
16. Risk management policies and procedures continued
Liquidity risk exposure
The remaining undiscounted gross cash flows of the financial liabilities as at 30 November 2025 and 30 November 2024,
which are payable in the next 90 days, were as follows:
2025
3 months
or less
2024
3 months
or less
£’000 £’000
Amounts due to brokers, accruals and provisions 3,598 8,262
Derivative financial liabilities held at fair value through profit or loss 1,298 360
Cash collateral received in respect of derivatives 1,590 1,770
Total 6,486 10,392
Management of liquidity risk
Liquidity risk is minimised by holding sufficient liquid investments which can be readily realised to meet liquidity demands.
Asset disposals may also be required to meet liquidity needs. However, the timely sale of trading positions can be impaired
by many factors including decreased trading volume and increased price volatility. As a result, the Company may experience
difficulties in disposing of assets to satisfy liquidity demands. Liquidity risk is not significant as the Company’s assets are
investments in listed securities that are readily realisable.
The Company is also exposed to liquidity risks from the leverage employed through exposure to long and short derivative
positions. The underlying securities of the CFD contracts are all quoted investments that can be realised readily. Short
derivative positions are backed by sufficient margin cash to reduce risk. Additional cash is held within the portfolio to further
mitigate risk.
The Company’s liquidity risk is managed on a daily basis by the Investment Manager in accordance with established policies
and procedures in place. The Investment Manager reviews daily forward-looking cash reports which project cash obligations.
These reports allow them to manage their obligations.
For the avoidance of doubt, none of the assets of the Company are subject to special liquidity arrangements.
(d) Valuation of financial instruments
Financial assets and financial liabilities are either carried in the Statement of Financial Position at their fair value (investments
and derivatives) or at an amount which is a reasonable approximation of fair value (due from brokers, dividends and interest
receivable, due to brokers, accruals, cash at bank and bank overdrafts). IFRS 13 requires the Company to classify fair value
measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The
valuation techniques used by the Company are explained in the accounting policies note 2(g) to the Financial Statements on
page 96.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair
value measurement of the relevant asset or liability.
The fair value hierarchy has the following levels:
Level 1 – Quoted market price for identical instruments in active markets
A financial instrument is regarded as quoted in an active market if quoted prices are readily available from an exchange, dealer,
broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market
transactions on an arm’s length basis. The Company does not adjust the quoted price for these instruments.
Level 2 – Valuation techniques using observable inputs
This category includes instruments valued using quoted prices for similar instruments in markets that are considered less
than active, or other valuation techniques where all significant inputs are directly or indirectly observable from market data.
Valuation techniques used for non-standardised financial instruments such as options, currency swaps and other over-the-
counter derivatives include the use of comparable recent arm’s length transactions, reference to other instruments that are
substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used
by market participants making the maximum use of market inputs and relying as little as possible on entity specific inputs.
Notes to the Financial Statements
continued
Section 4: Financial Statements 117
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
As at the year end the long and short derivative positions were valued using the underlying equity bid price (offer price in
respect of short positions) and the contract price at the inception of the trade or at the trade reset date. There have been no
changes to the valuation technique since the previous year or as at the date of this report.
Contracts for difference have been classified as Level 2 investments as their valuation has been based on market observable
inputs represented by the market prices of the underlying quoted securities to which these contracts expose the Company.
Level 3 – Valuation techniques using significant unobservable inputs
This category includes all instruments where the valuation technique includes inputs not based on market data and these
inputs could have a significant impact on the instrument’s valuation.
This category also includes instruments that are valued based on quoted prices for similar instruments where significant
entity determined adjustments or assumptions are required to reflect differences between the instruments and instruments
for which there is no active market. The Investment Manager considers observable data to be that market data that is readily
available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that
are actively involved in the relevant market.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the
basis of the lowest level input that is significant to the fair value measurement. If a fair value measurement uses observable
inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering
factors specific to the asset or liability including an assessment of the relevant risks including but not limited to credit risk,
market risk, liquidity risk, business risk and sustainability risk. The determination of what constitutes ‘observable’ inputs
requires significant judgement by the Investment Manager and these risks are adequately captured in the assumptions and
inputs used in measurement of Level 3 assets or liabilities.
Fair values of financial assets and financial liabilities
The table below sets out fair value measurements using the IFRS 13 fair value hierarchy.
Financial assets/(liabilities) at fair value through profit
or loss at 30 November 2025 Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Assets:
Equity investments 474,824 – – 474,824
Contracts for difference – 28 – 28
Liabilities:
Contracts for difference – (1,105) – (1,105)
Index future (193) – – (193)
Total 474,631 (1,077) – 473,554
Financial assets/(liabilities) at fair value through profit
or loss at 30 November 2024 Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Assets:
Equity investments 557,602 – – 557,602
Contracts for difference – 2,173 – 2,173
Liabilities:
Contracts for difference – (72) – (72)
Index future (288) – – (288)
Total 557,314 2,101 – 559,415
118 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
16. Risk management policies and procedures continued
There were no transfers between levels for financial assets and financial liabilities during the year recorded at fair value as at
30 November 2025 and 30 November 2024. The Company did not hold any Level 3 securities throughout the financial year or
as at 30 November 2025 (2024: nil).
For exchange listed equity investments, the quoted price is the bid price. Contracts for difference are valued based on the
bid price of the underlying quoted securities that the contracts relate to. Substantially, all investments are valued based on
unadjusted quoted market prices. Where such quoted prices are readily available in an active market, such prices are not
required to be assessed or adjusted for any price related risks, including climate risk, in accordance with the fair value related
requirements of the Company’s financial reporting framework.
(e) Capital management policies and procedures
The Company’s capital management objectives are:
• to ensure it will be able to continue as a going concern; and
• secure long term capital growth and an attractive total return primarily through investing in quoted securities in the UK, as
well as through investment in a portfolio of long and short derivative positions and/or comparable equity derivatives.
This is to be achieved through an appropriate balance of equity capital, investment in derivatives, and gearing. The policy is
that any leverage arising through the Company’s derivative contracts, should not exceed 30% of net assets. Additionally net
gearing (borrowing less cash) should not exceed 20% of net assets.
The Company’s total capital at 30 November 2025 was £501,618,000 (2024: £595,908,000), comprising capital and reserves.
The Board with the assistance of the Investment 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 Investment Manager’s view on the market; and
• the need to repurchase equity shares, either for cancellation or to be held in treasury, which takes account of the difference
between the NAV per share and the share price (i.e. the level of share price discount or premium).
The Company is subject to externally imposed capital requirements:
• as a public company, the Company has a minimum share capital of £50,000; and
• in order to be able to pay dividends out of profits available for distribution, the Company has to be able to meet one of the
two capital restrictions tests imposed on investment companies by law. Under the Companies Act 2006, a company can
make a distribution only out of accumulated realised profits and if their net assets are not less than the aggregate of their
capital and undistributable reserves.
During the year, the Company complied with the externally imposed capital requirements to which it was subject.
17. Related party disclosure
Directors’ emoluments
At the date of this report, the Board consists of six non-executive Directors, all of whom are considered to be independent of
the Manager by the Board.
Disclosures of the Directors’ interests in the ordinary shares of the Company and fees and expenses payable to the Directors
are set out in the Directors’ Remuneration Report on pages 68 to 71. At 30 November 2025, £16,000 (2024: £16,000) was
outstanding in respect of Directors’ fees.
Notes to the Financial Statements
continued
Section 4: Financial Statements 119
Job No: 103109 Proof Event: 17 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Significant Holdings
The following investors are:
a. funds managed by the BlackRock Group or are affiliates of BlackRock, Inc. (Related BlackRock Funds) or
b. investors (other than those listed in (a) above) who held more than 20% of the voting shares in issue in the Company
and are as a result, considered to be related parties to the Company (Significant Investors).
Total % of shares
held by Related
BlackRock Funds
Total % of shares held by
Significant Investors who
are not affiliates of
BlackRock Group or
BlackRock, Inc.
Number of Significant
Investors who
are not affiliates of
BlackRock Group or
BlackRock, Inc.
As at 30 November 2025 1.2 n/a n/a
As at 30 November 2024 1.2 n/a n/a
18. Transactions with the Investment Manager and AIFM
BlackRock Fund Managers Limited (BFM) provides management and administration services to the Company under a
contract which is terminable on six months’ notice. BFM has (with the Company’s consent) delegated certain portfolio and risk
management services, and other ancillary services, to BlackRock Investment Management (UK) Limited (BIM (UK)). Further
details of the investment management contract are disclosed in the Directors’ Report on pages 59 and 60.
The investment management fee due for the year ended 30 November 2025 amounted to £2,179,000 (2024: £2,575,000).
At the year end, £545,000 (2024: £1,906,000) was outstanding in respect of management fees.
The performance fee payable for the year ended 30 November 2025 amounted to £nil (2024: £2,982,000). The accrual of
£625,000 which was accrued in the prior year and related to two-year period ended 30 November 2025 has been written back
due to the reduction in outperformance for the period (2024: accrual of £3,607,000) and is calculated as follows:
• For the annualised rolling two-year performance period to 30 November 2025, the Company has underperformed
the benchmark by 5.2% as at 30 November 2025. As a result, an amount of £625,000 has been written back from the
performance fee accrued in the prior period.
• For the annualised rolling two-year performance period to 30 November 2026, the Company has underperformed the
benchmark by 5.3% as at 30 November 2025. No performance fee relating to this performance period has been accrued at
the date of this report.
In addition to the above services, BIM (UK) has provided marketing services. The total fees paid or payable for these services
for the year ended 30 November 2025 amounted to £159,000 excluding VAT (2024: £175,000). Marketing fees of £124,000
(2024: £124,000) were outstanding at the year end.
The Company has an investment in the BlackRock Institutional Cash Series plc - Sterling Liquid Environmentally Aware Fund
of £26,793,000 (2024: £43,477,000) which for the year ended 30 November 2025 and 30 November 2024 has been presented
in the financial statements as a cash equivalent.
The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in
Delaware USA.
19. Contingent liabilities
There were no contingent liabilities at 30 November 2025 (2024: none).
20. Subsequent events
Subsequent to the year end, the Company has proposed combining with BlackRock Smaller Companies Trust plc. For further
details please refer to Note 2(a).
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Section 5: Additional information 121
Job No: 43564 Proof Event: 1 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Throgmorton Annual Rpt 2020 T: 0207 055 6500 F: 020 7055 6600
Additional
information
Outperformance of the Aerospace & Defence sector saw Chemring
continue to deliver solid results, with strong revenue growth in
particular from its countermeasures and energetics business.
PHOTO COURTESY OF UK MOD / DAVE JENKINS
122 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Financial calendar
The timing of the announcement and publication of the Company’s results may normally be expected in the months shown
below:
February Annual results announced and Annual Report and Financial Statements published
March Annual General Meeting
April Final dividend paid
July Interim figures announced and half yearly financial report published
August Interim dividend paid
Dividend
The second interim dividend in respect of the year ended 30 November 2025 is 15.20 pence per share. The Board also declared
an interim dividend of 3.80 pence per share which was paid on 5 September 2025 to shareholders on the register on 2 August
2025.
As explained in the Chairman’s Statement on page 9, the Board has also declared a pre-liquidation dividend of 5.50p per
ordinary share to be paid on 2 April 2026, to shareholders who are on the Company’s register on 13 March 2026.
Dividend timetable – second interim and pre-liquidation dividend Ordinary shares
Ex-dividend date (shares transferred without the dividend) 12 March 2026
Record date (last date for registering transfers to receive the dividend) 13 March 2026
Dividend payment date 2 April 2026
Payment of dividends
Cash dividends will be sent by cheque to the first-named shareholder at their registered address. Dividends may also be paid
direct into a shareholder’s bank account via BACSTEL-IP (Bankers’ Automated Clearing Service – Telecom Internet Protocol).
This may be arranged by contacting the Company’s registrar, Computershare Investor Services PLC, through their secure
website www.investorcentre.co.uk, on 0370 707 4016 or by completing the Mandate Instructions section on the reverse of
your dividend counterfoil and sending this to the Company’s registrar, Computershare. Dividend confirmations will be sent to
shareholders at their registered address, unless other instructions have been given, to arrive on the payment date.
Dividend tax allowance
The annual tax-free allowance on dividend income across an individual’s entire share portfolio is currently £500. Above
this amount, individuals pay tax on their dividend income at a rate dependent on their income tax bracket and personal
circumstances.
The Company continues to provide registered shareholders with confirmation of the dividends paid and this should be
included with any other dividend income received when calculating and reporting total dividend income received. It is a
shareholder’s responsibility to include all dividend income when calculating any tax liability.
If you have any tax queries, please contact a financial advisor.
Dividend reinvestment plan
Shareholders may request that their dividends be used to purchase further shares in the Company. Dividend reinvestment
forms may be obtained from Computershare Investor Services PLC, through their secure website www.investorcentre.co.uk, or
on 0370 707 4016. Shareholders who have already opted to have their dividends reinvested do not need to reapply.
Share price
The Company’s mid-market ordinary share price is quoted daily in The Financial Times and The Times under ‘Investment
Companies’ and in The Daily Telegraph under ‘Investment Trusts’. The share price is also available on the BlackRock website at
www.blackrock.com/uk/thrg.
Shareholder information
Section 5: Additional information 123
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
ISIN/SEDOL numbers
The ISIN/SEDOL numbers and mnemonic codes for the Company’s shares are:
Ordinary shares
ISIN GB0008910555
SEDOL 0891055
Reuters THRG.L
Bloomberg code THRG:LN
Share dealing
Investors wishing to purchase more shares in the Company or sell all or part of their existing holding may do so through a
stockbroker. Most banks also offer this service. Alternatively, please go to www.computershare.com/dealing/uk for a range of
dealing services made available by Computershare.
Electronic communications
We encourage you to play your part in reducing our impact on the environment and elect to be notified by email when your
shareholder communications become available online. This means you will receive timely, cost-effective and greener online
annual reports, half yearly financial reports and other relevant documentation.
Shareholders who opt for this service will receive an e-mail from Computershare with a link to the relevant section of the
BlackRock website where the documents can be viewed and downloaded.
Please submit your email address by visiting www.investorcentre.co.uk/ecomms (you will need your shareholder reference
number, which is given on your share certificate or dividend confirmation).
You will continue to receive a printed copy of these reports if you have elected to do so. Alternatively, if you have not submitted
your email address nor have elected to receive printed reports, we will write and let you know where you can view these reports
online.
Electronic proxy voting
Shareholders are able to submit their proxy votes electronically via Computershare’s internet site at www.eproxyappointment.
com using a unique identification PIN which will be provided with voting instructions and the Notice of Annual General
Meeting.
CREST members who wish to appoint one or more proxies or give an instruction through the CREST electronic proxy
appointment service may do so by using the procedures described in the CREST manual. More details are set out in the notes
on the Form of Proxy and the Notice of Annual General Meeting. If you hold your shares through a platform or nominee, you
will need to contact them and ask them to appoint you as a proxy in respect of your shares in order to attend, speak and vote at
the AGM.
CREST
The Company’s shares may be held in CREST, an electronic system for uncertificated securities trading.
Private investors can continue to retain their share certificates and remain outside the CREST system. Private investors are
able to buy and sell their holdings in the same way as they did prior to the introduction of CREST, although there may be
differences in dealing charges.
124 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Nominee code
Where shares are held in a nominee company name, the Company undertakes:
• to provide the nominee company with multiple copies of shareholder communications, so long as an indication of
quantities has been provided in advance; and
• to allow investors holding shares through a nominee company to attend general meetings, provided the correct authority
from the nominee company is available.
Nominee companies are encouraged to provide the necessary authority to underlying shareholders to attend the Company’s
general meetings.
Publication of net asset value/portfolio analysis
The NAV per share of the Company is calculated daily, with details of the Company’s investments and performance being
published monthly.
The daily NAV and monthly information are released through the London Stock Exchange’s Regulatory News Service and are
available on the BlackRock website at www.blackrock.com/uk/thrg and through the Reuters News Service under the code
‘BLRKINDEX’, on page 8800 on Topic 3 (ICV terminals) and under ‘BLRK’ on Bloomberg (monthly information only).
Online access
Other details about the Company are also available on the BlackRock website at www.blackrock.com/uk/thrg.
The Financial Statements and other literature are published on the BlackRock website. Visitors to the website need to be aware
that legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ
from legislation in their jurisdiction.
Shareholders can also manage their shareholding online by using Investor Centre, Computershare’s secure website, at
www.investorcentre.co.uk. To access Computershare’s website, you will need your shareholder reference number (SRN) which
can be found on paper or electronic communications you have previously received from Computershare. Shareholders who
hold a share certificate which has been issued by Capita Registrars should insert a ‘C’ before the shareholder reference
number quoted on the certificate.
Listed below are the most frequently used features of the website.
• Holding enquiry – view balances, values, history, payments and reinvestments
• Payments enquiry – view your dividends and other payment types
• Address change – change your registered address
• Bank details update – choose to receive your dividend payment directly into your bank account instead of by cheque
• e-Comms sign-up – choose to receive e-mail notification when your shareholder communications become available instead
of paper communications
• Outstanding payments – reissue payments using the online replacement service
• Downloadable forms – including dividend mandates, stock transfer, dividend reinvestment and change of address forms
Individual savings accounts (ISAs)
ISAs are a tax-efficient method of investment in the UK and the Company’s shares are eligible investments within a stocks and
shares ISA. In the 2025/2026 tax year, investors will be able to invest up to £20,000 in ISAs either as cash or shares.
Shareholder information
continued
Section 5: Additional information 125
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Shareholder enquiries
The Company’s registrar is Computershare Investor Services PLC. Certain details relating to your holding can be checked
through the Computershare Investor Centre website. As a security check, specific information needs to be input accurately
to gain access to an individual’s account. This includes the shareholder reference number, available from either the
share certificate, form of proxy or dividend confirmation or other electronic communications previously received from
Computershare. Shareholders who hold a share certificate which has been issued by Capita Registrars should insert a ‘C’
before the shareholder reference number quoted on the certificate.
The address of the Computershare website is www.investorcentre.co.uk. Alternatively, please contact the registrar on 0370 707
4016.
Changes of name or address must be notified to the registrar either through Computershare’s website, or in writing to:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
General enquiries
Enquiries about the Company should be directed to:
The Company Secretary
BlackRock Throgmorton Trust plc
12 Throgmorton Avenue
London EC2N 2DL
Telephone: 020 7743 3000
Email: cosec@blackrock.com
126 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Analysis of ordinary shareholders
as at 30 November 2025
By type of holder
Number
of shares
2025
Number
of shares
2024
% of total
2025
% of total
2024
Individuals 3,018,988 3,206,734 4.02 3.67
Bank or Nominees 68,205,081 81,480,685 90.90 93.31
Other 3,809,295 2,634,445 5.08 3.02
Total 75,033,364 87,321,864 100.00 100.00
Excludes 28,176,500 treasury shares held as at 30 November 2025.
Number
of holders
2025
Number
of holders
2024
% of total
2025
% of total
2024
Individuals 661 701 60.42 63.21
Bank or Nominees 374 361 34.19 32.55
Other 59 47 5.39 4.24
Total 1,094 1,109 100.00 100.00
By size of holding
Number
of shares
2025
Number
of shares
2024
% of total
2025
% of total
2024
1 – 10,000 2,290,478 2,349,518 3.05 2.69
10,001 – 100,000 4,762,234 5,474,463 6.35 6.27
100,001 – 1,000,000 24,372,734 25,936,181 32.48 29.70
1,000,001 – 5,000,000 43,607,918 47,509,277 58.12 54.41
Over 5,000,000 0 6,052,425 0.00 6.93
Total 75,033,364 87,321,864 100.00 100.00
Excludes 28,176,500 treasury shares held as at 30 November 2025.
Number
of holders
2025
Number
of holders
2024
% of total
2025
% of total
2024
1 – 10,000 840 836 76.78 75.39
10,001 – 100,000 166 175 15.17 15.78
100,001 – 1,000,000 68 77 6.22 6.94
1,000,001 – 5,000,000 20 20 1.83 1.80
Over 5,000,000 0 1 0.00 0.09
Total 1,094 1,109 100.00 100.00
Section 5: Additional information 127
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Net revenue
attributable
to ordinary
shareholders
Revenue
Earnings
per share
Dividend
per share
Total net
assets
Net asset
value per
ordinary
share
Share
price
Ongoing
charges
ratio
1
Ongoing
charges
ratio
2
Year ended 30 November £’000 p p £’000 p p % %
2016 5,723 7.83 7.50 301,547 412.34 325.00 1.10 1.30
2017 7,396 10.11 9.00 396,846 542.66 457.50 0.87 2.16
2018 8,056 11.02 10.00 379,602 519.08 457.00 0.57 1.29
2019 6,265 8.56 10.20 470,057 634.10 640.00 0.59 1.75
2020 5,379 6.57 10.20 596,215 681.24 682.00 0.60 1.60
2021 11,446 12.15 10.50 935,148 921.91 935.00 0.57 1.38
2022 13,257 12.95 11.10 633,357 626.10 595.00 0.54 0.54
2023 16,510 16.56 14.75 575,925 600.72 579.00 0.54 0.87
2024 17,046 18.54 18.00 595,908 682.82 593.00 0.56 0.82
2025 13,949 17.70 19.00 501,618 668.53 612.00 0.63 0.51
1
Ongoing charges represent the management fee and all other operating expenses, excluding the performance fee, finance costs,
direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-
recurring items as a % of average daily net assets.
2
Ongoing charges represent the management fee, performance fee and all other operating expenses, excluding finance costs, direct
transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring
items as a % of average daily net assets.
Ten year record
128 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Registered Office
(Registered in England and Wales, No. 00594634)
12 Throgmorton Avenue
London EC2N 2DL
Investment Manager and Company Secretary
BlackRock Investment Management (UK) Limited
1
12 Throgmorton Avenue
London EC2N 2DL
Email: cosec@blackrock.com
Alternative Investment Fund Manager
2
BlackRock Fund Managers Limited
1
12 Throgmorton Avenue
London EC2N 2DL
Telephone: 020 7743 3000
Banker, Custodian and Depositary
The Bank of New York Mellon (International) Limited
1
160 Queen Victoria Street
London EC4V 4LA
Registrar
Computershare Investor Services PLC
1
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: 0370 707 4016
Independent Auditor
PricewaterhouseCoopers LLP
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Stockbroker
Winterflood Securities Limited
1
The Atrium Building
25 Dowgate Hill
London EC4R 2GA
Solicitor
Stephenson Harwood LLP
1 Finsbury Circus
London, EC2M 7SH
Management and other service providers
1
Authorised and regulated by the Financial Conduct Authority.
2
BlackRock Fund Managers Limited (BFM) was appointed as the Alternative Investment Fund Manager on 2 July 2014. BlackRock
Investment Management (UK) Limited continues to act as the Investment Manager of the Company under a delegation
agreement with BFM.
Section 5: Additional information 129
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The disclosures below are made in compliance with the requirements of Listing Rule 6.6.1.
6.6.1 (1) The Company has not capitalised any interest in the period under review.
6.6.1 (2) The Company has not published any unaudited financial information in a class 1 circular or prospectus or any profit
forecast or profit estimate.
6.6.1 (3) The Company does not have any long-term incentive schemes in operation.
6.6.1 (4) and (5) No Director of the Company has waived or agreed to waive any current or future emoluments from the
Company or any subsidiary undertaking.
6.6.1 (6) The Company allotted no ordinary shares during the year.
The Company is a stand-alone entity therefore Listing Rules 6.6.1 (7) and 6.6.1 (8) are not applicable.
6.6.1 (9) There were no contracts of significance subsisting during the period under review to which the Company is a party
and in which a Director of the Company is or was materially interested, or between the Company and a controlling shareholder.
6.6.1 (10) This provision is not applicable to the Company.
6.6.1 (11) and (12) There were no arrangements under which a shareholder has waived or agreed to waive any dividends or
future dividends.
6.6.1 (13) This provision is not applicable to the Company.
KEVIN MAYGER
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
27 February 2026
Information to be disclosed in accordance
with Listing Rule 6.6.1
130 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Alternative Performance Measure (APM)
An APM is a measure of performance or financial position that is not defined in applicable accounting standards and cannot
be directly derived from the Financial Statements.
The Company’s APMs are set out below and are cross-referenced where relevant to the financial inputs used to derive them as
contained in other sections of the Annual Report.
Benchmark Index
The Company’s Benchmark Index used for performance comparative purposes is the Deutsche Numis Smaller Companies
plus AIM (excluding Investment Companies) Index.
Benchmark Index outperformance/underperformance is measured by comparing the Company’s net asset value (NAV) total
return, with the performance of the Benchmark Index on a total return basis.
NAV (underperformance)/outperformance of Benchmark Index
Page
Year ended
30 November
2025
%
Year ended
30 November
2024
%
NAV total return 3 0.7 16.3 (a)
Benchmark Index total return 3 10.1 14.1 (b)
(Underperformance)/outperformance (c= a - b) (9.4) 2.2 (c)
Share price (underperformance)/outperformance of Benchmark Index
Page
Year ended
30 November
2025
%
Year ended
30 November
2024
%
Share price total return 3 6.5 5.0 (a)
Benchmark Index total return 3 10.1 14.1 (b)
(Underperformance)/outperformance (c= a - b) (3.6) (9.1) (c)
Closed-ended company
An investment trust works along the same lines as a unit trust, in that it pools money from investors which is then managed
on a collective basis. The main difference is that an investment trust is a company listed on the Stock Exchange and, in most
cases, trading takes place in shares which have already been issued, rather than through the creation or redemption of units.
As the number of shares which can be issued or cancelled at any one time is limited, and requires the approval of existing
shareholders, investment trusts are known as closed-ended funds or companies. This means that investment trusts are not
subject to the same liquidity constraints as open-ended funds and can therefore invest in less liquid investments.
Contract for difference (CFD)
A contract for difference is an agreement to exchange the difference in value of a particular share or index between the time at
which a contract is opened and the time at which it is closed. A CFD allows an investor to gain access to the movement in the
share price or index by putting down a small amount of cash known as a margin.
CFDs do not have an expiry date like options or futures contracts. As opposed to an expiry date a CFD is effectively renewed at
the close of each trading day and rolled forward if desired.
Discount and premium*
Investment trust shares frequently trade at a discount to NAV. This occurs when the share price (based on the mid-market share
price) is less than the NAV. In this circumstance, the price that an investor pays or receives for a share would be less than the
value attributable to it by reference to the underlying assets. The discount is the difference between the share price and the NAV,
expressed as a percentage of the NAV.
Glossary
* Alternative Performance Measure.
Section 5: Additional information 131
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Discount calculation
Page
As at
30 November
2025
pence
As at
30 November
2024
pence
Ordinary share price 102 612.00 593.00 (a)
NAV per ordinary share 102 668.53 682.82 (b)
(Discount)/premium (c = ((a-b)/b)) (%) (8.5) (13.2) (c)
A premium occurs when the share price (based on the mid-market share price) is more than the NAV and investors would
therefore be paying more than the value attributable to the shares by reference to the underlying assets. For example, if the
share price was 370p and the NAV 365p, the premium would be 1.4%.
Discounts and premia are mainly the consequence of supply and demand for the shares on the stock market.
Gearing and borrowings*
The Company may achieve gearing through borrowings or the effect of gearing through an appropriate balance of equity
capital, investment in derivatives and borrowings. The maximum exposure the Company may have to derivatives for
investment purposes and efficient portfolio management purposes, in aggregate, is 120% of the Company’s gross assets. The
Company may use borrowings and enter into derivative transactions that have the effect of gearing the Company’s portfolio to
enhance performance.
The Company’s gross and net gearing through the use of long and short CFD positions as at 30 November 2025 and
30November 2024 is set out in the table below.
Gross and net gearing
Page
30 November
2025
£’000
30 November
2024
£’000
Long investment positions (excluding BlackRock's Institutional Cash Series plc - Sterling
Liquid Environmentally Aware Fund) 23 566,883 667,154 (a)
Short investment positions 23 30,552 20,120 (b)
Gross geared exposure (c = a + b) 597,435 687,274 (c)
Net geared exposure (d = a - b) 23 536,331 647,034 (d)
Net assets 23 501,618 595,908 (e)
Gross gearing % of net assets (f = c/e x 100) (%) 119.1 115.3 (f)
Net gearing % of net assets (g = d/e x 100) (%) 106.9 108.6 (g)
Gross and net exposure
Market exposure gained through a CFD contract refers to the gross market value of the underlying securities to which the
investor is exposed through the CFD contract. Gross exposure refers to the total exposure the investor has through both long
and short positions added together. For example, an investor who has 110% long market exposure through CFDs and 20%
short market exposure through CFDs has gross market exposure of 130%.
Net exposure refers to the exposure the investor has through long positions less any short positions. For example, an investor
who has 110% long market exposure through CFDs and 20% short market exposure through CFDs has net market exposure
of 90%; this method of measurement is looking at the net directional market exposure and takes into account the fact that
long and short positions theoretically offset one another when the market moves in a particular direction.
Leverage
Leverage is defined in the AIFMD as “any method by which the AIFM increases the exposure of an AIF it manages whether
through borrowing of cash or securities, or leverage embedded in derivative positions or by any other means”.
Leverage is measured in terms of ‘exposure’ and is expressed as a ratio of net asset value:
Leverage ratio
=
exposure
net asset value
* Alternative Performance Measure.
Glossary
continued
132 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
The Directive sets out two methodologies for calculating exposure. These are the Gross Method and the Commitment Method.
The treatment of cash and cash equivalent balances in terms of calculating what constitutes an “exposure” under AIFMD
differs for these two methods. The definitions for calculating the Gross Method exposures require that “the value of any cash
and cash equivalents which are highly liquid investments held in the base currency of the AIF, that are readily convertible to a
known amount of cash, are subject to an insignificant risk of change in value and provide a return no greater than the rate of a
three-month high quality government bond” should be excluded from exposure calculations.
The Commitment Method enables instruments to be netted off to reflect ‘netting’ or ‘hedging’ arrangements and the entity’s
exposure is effectively reduced.
Long and short exposure
CFDs enable an investor to benefit from the price of a stock falling as well as rising. This enables the investor to benefit from
negative as well as positive views on individual stocks.
Entering into a CFD that results in a profit if the share price movement falls, is referred to as taking a short position. The
counterparty pays the investor interest on the cash deposited with it, which collateralises the short positions and deductions
are made from the value of the short CFD contract in respect of dividends payable in relation to these stocks. Entering into a
CFD contract that results in a profit if the share price movement rises, is referred to as taking a long position. The investor pays
a financing charge on long positions and receives payments from the counterparty in respect of dividends payable in relation
to these long positions.
NAV per share (Cum income NAV)
This is the value of the Company’s assets attributable to one ordinary share. It is calculated by dividing ‘total equity’ by the
total number of ordinary shares in issue (excluding treasury shares) as set out in note 9 to the Financial Statements on
page102 for the audited inputs to the calculation.
Cum income NAV calculation
Page
As at
30 November
2025
As at
30 November
2024
Equity shareholders' funds (£'000) 102 501,618 595,908 (a)
Ordinary shares in issue 102 75,033,364 87,271,864 (b)
Cum income NAV (c = a / b) (pence) 668.53 682.82 (c)
Total equity is calculated by deducting from the Company’s total assets, its current and long-term liabilities and any provision
for liabilities and charges.
NAV and share price return (with dividends reinvested)*
Performance statistics enable the investor to make performance comparisons between investment trusts with different
dividend policies. The performance measures the combined effect of any dividends paid, together with the rise or fall in the
share price or NAV. This is calculated by the movement in the share price or NAV plus the dividends paid by the Company
assuming these are reinvested in the Company at the prevailing NAV/share price (please see note 9 of the financial statements
for the audited inputs to the calculations).
NAV total return
Page
For the year
ended
30 November
2025
pence
For the year
ended
30 November
2024
pence
For the ten
years ended
30 November
2025
pence
For the ten
years ended
30 November
2024
pence
Closing NAV per share 102 668.53 682.82 668.53 682.82
Add back quarterly dividends 18.05 15.20 110.65 97.30
Effect of dividend reinvestment 1.20 0.65 23.95 27.73
Adjusted closing NAV 687.78 698.67 803.13 807.85 (a)
Opening NAV per share 682.82 600.72 391.55 322.01 (b)
NAV total return (c = ((a - b)/b)) (%) 0.7 16.3 105.1 150.9 (c)
* Alternative Performance Measure.
Glossary
continued
Section 5: Additional information 133
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Share price total return
Page
For the year
ended
30 November
2025
pence
For the year
ended
30 November
2024
pence
For the ten
years ended
30 November
2025
pence
For the ten
years ended
30 November
2024
pence
Closing share price 102 612.00 593.00 612.00 593.00
Add back quarterly dividends 18.05 15.20 110.65 97.30
Effect of dividend reinvestment 1.59 (0.34) 23.70 21.56
Adjusted closing share price 631.64 607.86 746.35 711.86 (a)
Opening share price 593.00 579.00 339.50 270.00 (b)
Share price total return (c = ((a - b)/b)) (%) 6.5 5.0 119.8 163.7 (c)
Ongoing charges ratio*
Ongoing charges (%)
=
Annualised ongoing charges
Average undiluted net asset value
in the period
Ongoing charges are those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital
or revenue, and which relate to the operation of the investment company as a collective fund. Ongoing charges are based on
costs incurred in the year as being the best estimate of future costs and include the annual management charge.
As recommended by the AIC in its guidance, ongoing charges are calculated using the Company’s annualised revenue and
capital expenses (excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior
year expenses written back and certain non-recurring items) expressed as a percentage of the average daily net assets of the
Company during the year.
The inputs that have been used to calculate the ongoing charges percentage are set out in the following table:
Ongoing charges calculation
Page
30 November
2025
£’000
30 November
2024
£’000
Management fee 98 2,179 2,575
Other operating expenses
1
100 1,024 867
Total management fee and other operating expenses 3,203 3,442 (a)
Performance fee 98 (625) 1,593 (b)
Total management and performance fees and other operating expenses (c = a + b) 2,578 5,035 (c)
Average daily net assets in the year 509,210 614,187 (d)
Ongoing charges in the year excluding performance fees (e = a/d) (%) 0.63 0.56 (e)
Ongoing charges in the year including performance fees (f = c/d) (%) 0.51 0.82 (f)
1
Excluding prior year expenses written back during the year of £23,000 and non-recurring expenses of £nil incurred during the year
(2024: £27,000 and non-recurring expenses of £82,000).
Revenue profit and revenue reserves
Revenue profit is the net revenue income earned after deduction of fees and expenses allocated to the revenue account
and taxation suffered by the Company. Revenue reserves is the undistributed income that the Company keeps as reserves.
Investment trusts do not have to distribute all the income they generate after expenses. They may retain up to 15% of revenue
generated which will be held in a revenue reserve. This reserve can be used at a later date to supplement dividend payments to
shareholders.
* Alternative Performance Measure.
134 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 17 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Treasury shares
Treasury shares are shares that a company keeps in its own treasury which are not currently issued to the public. These
shares do not pay dividends, have no voting rights and are not included in a company’s total issued share capital amount for
calculating percentage ownership. Treasury stock may have come from a repurchase or repurchase from shareholders, or it
may never have been issued to the public in the first place. Treasury shares may be reissued from treasury to the public to meet
demand for a company’s shares in certain circumstances.
Glossary
continued
Job No: 103109 Proof Event: 15 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Section 6: Notice of annual general meeting 137
Job No: 50477 Proof Event: 15 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Throgmorton Annual Rpt 2023 T: 0207 055 6500 F: 020 7055 6600
Annual
general
meeting
US retailer Boot Barn was a new addition to the portfolio. The chain sells western and
work-related footwear, apparel and accessories from more than 525 stores in 49 states,
as well as through its e-commerce channel.
138 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 15 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Notice is hereby given that the Annual General Meeting of BlackRock Throgmorton Trust plc will be held at the offices of
BlackRock, 12 Throgmorton Avenue, London EC2N 2DL on Thursday, 26 March 2026 at 10.15 a.m. or, if later, immediately
after the conclusion or adjournment of the general meeting of the Company to be held on the same day, for the purpose of
considering and, if thought fit, passing the following resolutions (which will be proposed in the case of resolutions 1 to 11, as
ordinary resolutions and, in the case of resolutions 12 to 14, as special resolutions).
Ordinary business
1. To receive the report of the Directors of the Company and the Financial Statements for the year ended 30November 2025,
together with the report of the auditor thereon.
2. To approve the Directors’ Remuneration Report for the year ended 30 November 2025 (excluding any content relating to
the remuneration policy).
3. To approve the Directors’ Remuneration Policy as set out on pages 72 and 73.
4. To re-elect Louise Nash as a Director of the Company.
5. To re-elect Nigel Burton as a Director of the Company.
6. To re-elect Angela Lane as a Director of the Company.
7. To re-elect Merryn Somerset Webb as a Director of the Company.
8. To re-elect James Will as a Director of the Company.
9. To re-appoint PricewaterhouseCoopers LLP as Auditor to the Company to hold office until the conclusion of the next
Annual General Meeting of the Company.
10. To authorise the Audit Committee to determine the Auditor’s remuneration.
Special business
Ordinary resolution
11. That, in substitution for all existing authorities, the Directors of the Company be and they are hereby 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 shares in the Company and to grant rights to subscribe for or to convert any security into shares in the
Company up to an aggregate nominal amount of £375,166.82 (being 10% of the aggregate nominal amount of the issued
share capital excluding treasury shares of the Company at the date of this notice) provided that this authority shall expire at
the conclusion of the next Annual General Meeting of the Company to be held in 2027 but so that the Company may, before
such expiry, make any offer or agreement which would or might require relevant securities to be allotted pursuant to any such
offer or agreement as if the authority hereby conferred had not expired.
Special resolutions
12. That, in substitution for all existing authorities and subject to the passing of resolution 11, the Directors of the Company
be and are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 (the Act) to allot equity
securities (as defined in Section 560 of the Act), and to sell equity securities held by the Company as treasury shares (as
defined in Section 724 of the Act) for cash pursuant to the authority granted by resolution 11, as if Section 561(1) of the
Act did not apply to any such allotments and sales of equity securities, provided that this power:
(a) shall expire at the conclusion of the next Annual General Meeting of the Company to be held in 2027, except that the
Company may before such expiry make offers or agreements which would or might require equity securities to be
allotted or sold after such expiry and notwithstanding such expiry the Directors may allot and sell equity securities in
pursuance of such offers or agreements;
(b) shall be limited to the allotment of equity securities and/or sale of equity securities held in treasury for cash up to an
aggregate nominal amount of £375,166.82 (representing 10% of the aggregate nominal amount of the issued share
capital, excluding treasury shares of the Company at the date of this notice); and
Notice of annual general meeting
Section 6: Notice of annual general meeting 139
Job No: 103109 Proof Event: 15 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
(c) shall be limited to the allotment of equity securities and/or the sale of equity securities held in treasury at a price of
not less than the net asset value per share as close as practicable to the allotment or sale.
13. That, in substitution for the Company’s existing authority to make market purchases of ordinary shares of 5p in the
Company (Shares), the Company be and is hereby authorised in accordance with Section 701 of the Companies Act 2006
(the Act) to make market purchases of Shares (within the meaning of Section 693 of the Act), provided that:
(a) the maximum number of Shares hereby authorised to be purchased is 11,247,501 (being 14.99% of the Company’s
issued ordinary share capital, excluding treasury shares at the date of this notice);
(b) the minimum price (exclusive of expenses) which may be paid for a Share shall be 5p being the nominal value per
share;
(c) the maximum price (exclusive of expenses) which may be paid for a Share shall be the higher of: (i) 5% above the
average of the market value of a Share for the five business days immediately preceding the date of purchase as
derived from the Daily Official List of the London Stock Exchange; and (ii) the higher of the price quoted for (a) the
last independent trade of; and (b) the highest current independent bid for, any number of Shares on the trading venue
where the purchase is carried out; and
(d) unless renewed, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of
the Company to be held in 2027 save that the Company may, prior to such expiry, enter into a contract to purchase
Shares which will or may be completed or executed wholly or partly after such expiry.
All Shares purchased pursuant to the above authority shall be either:
(i) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act; or
(ii) cancelled immediately upon completion of the purchase.
14. That, the period of notice required for general meetings of the Company (other than Annual General Meetings) shall be not
less than 14 clear days’ notice.
By order of the Board
KEVIN MAYGER
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
27 February 2026
Registered Office:
12 Throgmorton Avenue
London EC2N 2DL
140 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 15 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Notes:
1. A member entitled to attend and vote at the meeting convened by the above Notice is entitled to appoint one or more proxies
to exercise all or any of the rights of the member to attend, speak and vote in his place. A proxy need not be a member of the
Company. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights
attached to a different share or shares held by the member.
2. To appoint a proxy, you may use the form of proxy enclosed with this annual report. To be valid, the form of proxy, together with
the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must
be completed and returned to the office of the Company’s registrar in accordance with the instructions printed thereon as soon
as possible and in any event by not later than 10.15 a.m. on 24 March 2026. Amended instructions must also be received by the
Company’s registrar by the deadline for receipt of forms of proxy. Alternatively, you can vote or appoint a proxy electronically by
visiting www.eproxyappointment.com. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN
which are printed on the form of proxy. The latest time for the submission of proxy votes electronically is 10.15 a.m. on 24 March
2026.
3. Proxymity Voting – if you are an institutional investor you may also 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 10.15 a.m. on 24 March 2026 in order to be considered
valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions.
It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your
proxy.
4. Completion and return of the form of proxy will not prevent you from attending the meeting and voting in person. If you have
appointed a proxy and attend the meeting in person, your proxy appointment will be automatically terminated.
5. Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under Section 146
of the Companies Act 2006 (a Nominated Person) should note that the provisions in Notes 1 and 2 above concerning the
appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only ordinary
shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the
Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as
proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have
a right under such agreement to give instructions to the member as to the exercise of voting rights at the meeting.
6. Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains
the member who nominated the Nominated Person to enjoy the information rights (or perhaps the custodian or broker who
administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker
(and not the Company) regarding any changes or queries relating to the Nominated Person’s personal details and interest in the
Company (including any administrative matter). The only exception to this is where the Company expressly requests a response
from the Nominated Person.
7. Only shareholders registered in the register of members of the Company by not later than 6.00 p.m. two days prior to the time
fixed for the meeting shall be entitled to attend and vote at the meeting in respect of the number of the ordinary shares registered
in their name at such time. If the meeting is adjourned, the time by which a person must be entered on the register of members
of the Company in order to have the right to attend and vote at the adjourned meeting is 6.00p.m. two days prior to the time of
adjournment. Changes to the register of members after the relevant times shall be disregarded in determining the rights of any
person to attend and vote at the meeting.
8. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders and, for this purpose, seniority will be determined by the order in which the names
stand in the register of members of the Company in respect of the relevant joint holding.
9. Shareholders who hold their ordinary shares electronically may submit their votes through CREST, by submitting the appropriate
and authenticated CREST message so as to be received by the Company’s registrar not later than 48 hours before the start of
the meeting. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com/
CREST. Shareholders are advised that CREST and the internet are the only methods by which completed proxies can be submitted
electronically.
10. If you are a CREST system user (including a CREST personal member) you can appoint one or more proxies or give an instruction
to a proxy by having an appropriate CREST message transmitted. To appoint one or more proxies or to give an instruction to a
proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Computershare
(ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt
will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Computershare is able
to retrieve the message. CREST personal members or other CREST sponsored members should contact their CREST sponsor
for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings
please refer to the CREST manual. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set
out in Regulation 35(5)(a) of The Uncertificated Securities Regulations 2001.
Notice of annual general meeting
continued
Section 6: Notice of annual general meeting 141
Job No: 103109 Proof Event: 15 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
11. If the Chairman, as a result of a proxy appointment, is given discretion as to how the votes subject of those proxies are cast and
voting rights in respect of those discretionary proxies, when added to the interest in the Company’s securities already held by the
Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure
Guidance and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial
Conduct Authority. As a result, any member holding 3% or more of the voting rights in the Company, who grants the Chairman
a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under
the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and Financial Conduct
Authority.
12. Any questions relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting.
A shareholder may alternatively submit a question in advance by a letter addressed to the Company Secretary at the Company’s
registered office. Under Section 319A of the Companies Act 2006, the Company must answer any question a shareholder asks
relating to the business being dealt with at the meeting, unless (i) answering the question would interfere unduly with the
preparation for the meeting or involve the disclosure of confidential information; (ii) the answer had already been given on a
website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the
meeting that the question be answered.
13. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its
powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the
same shares. It is therefore no longer necessary to nominate a designated corporate representative.
14. Under Section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right
to require the Company to publish on a website a statement setting out any matter relating to:
(i) the audit of the Company’s Financial Statements (including the auditor’s report and the conduct of the audit) that are to be
laid before the meeting; or
(ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which
annual financial statements and reports were laid in accordance with Section 437 of the Companies Act 2006.
The Company may not require the members requesting any such website publication to pay its expenses in complying with
Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section
527 of the Companies Act 2006, it must forward the statement to the Company’s auditors not later than the time when it makes
the statement available on the website. The business which may be dealt with at the meeting includes any statement that the
Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
15. Under Sections 338 and 338A of the Act, members meeting the threshold requirements in those sections have the right to require
the Company:
(i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be
moved and is intended to be moved at the meeting; and/or
(ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be
properly included in the business.
A resolution may properly be moved, or a matter may properly be included in the business unless:
(a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or
the Company’s constitution or otherwise);
(b) it is defamatory of any person; or
(c) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form, and must identify the resolution of which notice is to be given or the
matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company
not later than 11 February 2026, being the date six weeks clear before the meeting and (in the case of a matter to be included in
the business only) must be accompanied by a statement setting out the grounds for the request.
16. As at 25 February 2026 (being the last practicable date prior to the publication of this Notice of Annual General Meeting), the
Company’s issued share capital consisted of 75,033,364 ordinary shares of 5p each, excluding shares held in treasury. Each
ordinary share carries the right to one vote and therefore the total voting rights in the Company as at 25 February 2026 are
75,033,364.
17. Further information regarding the meeting which the Company is required by Section 311A of the Companies Act 2006 to publish
on a website in advance of the meeting, can be accessed at www.blackrock.com/uk/thrg.
18. No service contracts exist between the Company and any of the Directors, who hold office in accordance with letters of
appointment and the Articles of Association.
Be ScamSmart
Investment scams are designed
to look like genuine investments
Spot the warning signs
Have you been:
• contacted out of the blue
• promised tempting returns and told the investment is safe
• called repeatedly, or
• told the offer is only available for a limited time?
If so, you might have been contacted by fraudsters.
Avoid investment fraud
Reject cold calls
Check the FCA Warning List
Get impartial advice
you hand over any money. Seek advice from someone
Report a scam
Find out more at www.fca.org.uk/scamsmart
1
2
3
Remember: if it sounds too good to
be true, it probably is!
The FCA Warning List is a list of firms and individuals we
know are operating without our authorisation.
If you’ve received unsolicited contact about an investment
opportunity, chances are it’s a high risk investment or a
scam. You should treat the call with extreme caution.
The safest thing to do is to hang up.
If you suspect that you have been approached by
fraudsters please tell the FCA using the reporting form at
www.fca.org.uk/consumers. You can also call the
FCA Consumer Helpline on 0800 111 6768
If you have lost money to investment fraud, you should
report it to Action Fraud on 0300 123 2040 or online at
www.actionfraud.police.uk
SGN001
Share fraud warning
142 BlackRock Throgmorton Trust plc l Annual Report and Financial Statements 30 November 2025
Job No: 103109 Proof Event: 15 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
Printed by Park Communications on FSC® certified paper.
Park works to the EMAS standard and its Environmental Management System is certified to ISO 14001.
This publication has been manufactured using 100% offshore wind electricity sourced from UK wind.
100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and, on
average 99% of any waste associated with this production will be recycled and the remaining 1% used to
generate energy.
This document is printed on paper made of material from well-managed FSC®-certified forests and other
controlled sources.
Retail Investors advised by IFAs
The Company currently conducts its affairs so that its shares
can be recommended by Independent Financial Advisers
(“IFAs”) in the UK to ordinary retail investors in accordance
with the Financial Conduct Authority (“FCA”) rules in relation
to non-mainstream investment products and intends to
continue to do so. The shares are excluded from the FCA’s
restrictions which apply to nonmainstream investment
products because they are shares in an investment trust.
Computershare – Share Dealing Service
An internet and telephone dealing service is available
through the Company’s registrar, Computershare.
This provides a simple way for UK shareholders of
BlackRock Throgmorton Trust plc to buy or sell the
Company’s shares. For online share purchases, you
will need to register for the Walker Crips Dealing
Service www.wcgplc.co.uk/ShareDealing. For full
details and terms and conditions simply log onto
www.computershare.com/dealing/uk or call 0370 703
0084 between 8.30am and 5.30pm Monday to Friday.
This service is only available to shareholders of BlackRock
Throgmorton Trust plc who hold shares in their own name,
with a UK registered address and who are aged 18 and
over. Computershare Investor Services PLC, The Pavillions,
Bridgwater Road, Bristol BS13 8AE is registered in England
and Wales with number 03498808. Computershare Investor
Services PLC is authorised and regulated by the Financial
Conduct Authority.
Investment Platforms
The Company’s shares are traded openly on the London
Stock Exchange and can be purchased through a stock
broker or other financial intermediary. The shares are
available through savings plans (including Investment
Dealing Accounts, ISAs, Junior ISAs and SIPPs) which
facilitate both regular monthly investments and lump sum
investments in the Company’s shares. There are a number of
investment platforms that offer these facilities. The following
is a list of some of them, which is not comprehensive and
does not constitute any form of recommendation:
AJ Bell Youinvest www.youinvest.co.uk/
Barclays Stockbrokers www.smartinvestor.barclays.co.uk/
Bestinvest www.bestinvest.co.uk/
Charles Stanley Direct www.charles-stanley-direct.co.uk/
Halifax Share Dealing www.halifaxsharedealing-online.co.uk
Hargreaves Lansdown www.hl.co.uk/
HSBC www.hsbc.co.uk/investments/products-and-services/
invest-direct/
iDealing www.idealing.com/
Interactive Investor www.ii.co.uk/
IWEB www.iweb-sharedealing.co.uk/
Saxo Capital Markets www.home.saxo
Tillit www.tillitinvest.com/
WealthClub www.wealthclub.co.uk
Risk warnings
Past performance is no guarantee of future performance.
The value of your investment and any income from it may
go down as well as up and you may not get back the amount
invested. This is because the share price is determined by the
changing conditions in the relevant stock markets in which
the Company invests and by the supply and demand for
the Company’s shares. As the shares in an investment trust
are traded on a stock market, the share price will fluctuate
in accordance with the supply and demand and may not
reflect the underlying net asset value of the shares; where the
share price is less than the underlying value of the assets,
the difference is known as the ‘discount’. For these reasons
investors may not get back the original amount invested.
Although the Company’s shares are denominated in sterling,
it may invest in stocks and shares which are denominated
in currencies other than sterling and to the extent they do
so, they may be affected by movements in exchange rates.
As a result the value of your investment may rise or fall with
movements in exchange rates. Investors should note that
tax rates and reliefs may change at any time in the future.
The value of ISA tax advantages will depend on personal
circumstances. The favourable tax treatments of ISAs may
not be maintained.
How to Invest
Job No: 103109 Proof Event: 15 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: BlackRock Project Title: BR Thorgmorton Annual Rpt 2025 T: 0207 055 6500 F: 020 7055 6600
BlackRock Throgmorton Trust plc Annual Report and Financial Statements 30 November 2025
www.blackrock.com/uk/thrg