BlackRock Throgmorton Trust Plc – Final Results

BlackRock Throgmorton Trust plc

(Legal Entity Identifier: 5493003B7ETS1JEDPF59)

Information disclosed in accordance with Article 5 Transparency Directive and
DTR 4.1

Annual Results Announcement for the year ended 30 November 2025

Performance record

As at As at
30 November 30 November
2025 2024

Net assets (£’000)1 501,618 595,908
Net asset value per ordinary 668.53 682.82
share (pence)
Ordinary share price (pence) 612.00 593.00
Benchmark Index2 18,494.13 16,794.26
Discount to cum income net (8.5)% (13.2)%
asset value3
========= ============

Performance (with dividends For the For the year
reinvested) year ended
ended 30 November
30 November 2024
2025

Net asset value per share3 0.7% 16.3%
Ordinary share price3 6.5% 5.0%
Benchmark Index2 10.1% 14.1%
Average discount to cum income (10.5)% (9.3)%
net asset value for the year3
========= =========

Performance (with dividends Performance Performance
reinvested) for the ten for the ten years
years to 30 November
to 30 2024
November
2025

Net asset value per share3 105.1% 150.9%
Ordinary share price3 119.8% 163.7%
Benchmark Index2 59.6% 62.1%
========= =========

For the For the Change
year year
ended ended %
30 30 November
November 2024
2025
Revenue
Net revenue profit after 13,949 17,046 (18.2)
taxation (£’000)
Revenue earnings per ordinary 17.70 18.54 (4.6)
share (pence)4
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
========= ========= =========

Strategic Report
Chairman’s Statement

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 http://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 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 below.

Performance record to 30 November 2025 (with dividends reinvested)

1 Year 3 Years change % 5 Years change % 10 Years change %
change
%

NAV per 0.7 14.5 8.1 105.1
share
Share 6.5 10.9 -0.6 119.8
price
Benchmark 10.1 18.2 21.4 59.6
Index

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%
(2025: 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:

·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 THRG’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.

·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% of the Company’s issued share capital and 23.9%
of BRSC 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 for a video to be recorded 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 (https://www.blackrock.com/uk/literature/shareholder
-letters/blackrock-throgmorton-trust-plc-shareholder-information-2026.pdf). 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 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.

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

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 £26 billion 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.

·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 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.

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

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 Rosebank1 (2024: 96th)

Financial Services

Market value: £15,403,0002

Share of net assets: 3.1% (2024: 0.4%)
Industrial company with a “Buy, improve, sell” strategy

3 Boku1 (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 Management1 (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

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: £12,889,0002

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

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.

# Company £’0001 % Description
11 FRP Advisory Group 10,073 2.0 Provider of forensics, corporate
PLC2 finance, debt and financial
Support Services advisory services
12 Goodwin 10,011 2.0 Mechanical and refractory
General Industrials engineering company
13 Alfa Financial 9,998 2.0 Provider of software to the finance
Software industry
Software & Computer
Services
14 Hochschild Mining 9,463 1.9 A precious metals mining company
Precious Metals &
Mining
15 Genus 9,1813 1.8 Animal genetics company
Pharmaceuticals &
Biotechnology
16 Chemring Group 9,028 1.8 Provider of technology products and
Aerospace & Defence services to aerospace, defence and
security markets
17 Plus500 Ltd 8,691 1.7 Online trading platform provider
Financial Services
18 Bellway 8,283 1.7 UK housebuilder
Household Goods &
Home Construction
19 Sigmaroc2 8,001 1.6 Buy-and-build group targeting
Construction & construction materials assets in
Materials the UK and Northern Europe
20 Luceco 7,873 1.6 Supplier & manufacturer of high
Electronic & quality LED lighting products
Electrical Equipment
21 Craneware2 7,827 1.6 Provider of financial business
Healthcare Equipment software for US hospitals
& Services
22 Helios Towers 7,827 1.6 Provider of telecommunications
Telecommunications infrastructure
Service Providers
23 Breedon 7,632 1.5 Supplier of construction materials
Construction &
Materials
24 Elementis 7,616 1.5 Speciality chemicals company
Chemicals
25 Grafton Group 7,506 1.5 Builders merchants in the UK,
Support Services Ireland and Netherlands
26 AJ Bell 7,461 1.5 UK savings platform for financial
Financial Services advisors & individual investors
27 Greencore Group 7,426 1.5 An international convenience food
Food Producers manufacturer
28 DiscoverIE 7,426 1.5 International designer,
Electronic & manufacturer and supplier of
Electrical Equipment customised electronics
29 Ithaca Energy 7,285 1.5 An independent oil and gas company
Oil Equipment & focused on the UK
Services North Sea
30 Computacenter 7,050 1.4 Computer services
Software & Computer
Services
31 JTC plc 6,745 1.3 Provider of fund administration,
Support Services company secretarial and
administration, and private wealth
services
32 Cranswick 6,564 1.3 Producer of premium, fresh and
Food Producers added-value food products
33 Safestore 6,416 1.3 Provider of self-storage units
Real Estate
Investment Trusts
34 Pollen Street Group 6,1643 1.2 Alternative asset management firm
Investment Banking focused on investments in financial
and Brokerage and business services sectors
Services
35 Sirius Real Estate 6,142 1.2 Owner and operator of business
Real Estate parks, offices and industrial
Investment & complexes in Germany
Services
36 Porvair 6,092 1.2 Specialist filtration and
Electronic & environmental technology
Electrical Equipment
37 Genuit 6,010 1.2 Manufacturer of plastic piping
Construction & systems
Materials
38 Advanced Energy 5,7823 1.2 Technology company
Industries4
Technology Hardware
& Equipment
39 Oxford Biomedica 5,7583 1.1 Gene cell therapy
Pharmaceuticals &
Biotechnology
40 TP ICAP 5,443 1.1 Inter-dealer broker
Financial Services
41 TBC Bank Group 5,332 1.1 A bank and financial services
Banks provider in Georgia
42 Oxford Instruments 5,331 1.1 Designer and manufacturer of tools
Electronic & and systems for industry and
Electrical Equipment research
43 CVS Group2 5,303 1.1 Operator of veterinary surgeries
General Retailers
44 VSE Corporation4 5,3003 1.1 Provider of aftermarket
Aerospace & Defence distribution, and maintenance,
repair and overhaul services to the
aviation sector
45 Mitie Group PLC 5,244 1.0 UK strategic outsourcing and
Industrial Support facilities management company
Services
46 Zotefoams 5,0733 1.0 Manufacturer of polyolefin foams
Chemicals used in sport, construction,
marine, automation, medical
equipment and aerospace
47 OSB Group 5,055 1.0 Specialist lending business
Financial Services
48 Kier Group 4,933 1.0 UK construction, services and
Construction & property group
Materials
49 SPX Technologies4 4,8543 1.0 Supplier of highly engineered
Electronic & products and technologies,
Electrical Equipment including heating, ventilation and
air conditioning
50 4imprint Group 4,844 1.0 Supplier of promotional merchandise
Media in the US
51 Hill & Smith 4,741 0.9 Supplier of infrastructure products
Holdings and galvanizing services
Industrial Metals &
Mining
52 Pan African 4,696 0.9 Mining company offering sustainable
Resources2 gold production
Industrial Metals &
Mining
53 Watches of 4,646 0.9 Retailer of luxury watches
Switzerland
Personal Goods
54 Atalaya Mining 4,632 0.9 Producer of copper and other
Copper critical metals that are essential
Industrial Metals & for economic growth and the energy
Mining transition
55 GBG2 4,563 0.9 Identity verification, location
Software & Computer intelligence and fraud prevention
Services company
56 Telecom Plus 4,263 0.8 UK multi-utility supplier
Electricity
57 Polar Capital 4,204 0.8 Provider of investment management
Holdings2 services
Financial Services
58 LPL Financial4 4,0023 0.8 Wealth management firm
Investment Banking
and Brokerage
Services
59 Bloomsbury 3,922 0.8 Independent publishing house
Publishing
Media
60 Boot Barn Holdings4 3,8393 0.8 Lifestyle retailer
Specialty Retailers
61 Princes Group 3,839 0.8 Food and drink company
Food Producers
62 Construction 3,6423 0.7 Civil structure company
Partners4
Construction &
Materials
63 Baltic Classifieds 3,642 0.7 Operator of online classified
Group businesses in the Baltics
Software & Computer
Services
64 Rambus4 3,5693 0.7 US listed chip and silicon IP
Semiconductors & producer
Semiconductor
Equipment
65 Savills 3,489 0.7 Provision of specialist real estate
Real Estate services
Investment &
Services
66 PayPoint 3,4883 0.7 Digital payments business
Industrial Support
Services
67 Cairn Homes4 3,4503 0.7 Builder of community apartments and
Household Durables homes
68 Moneysupermarket.com 3,402 0.7 Provider of price comparison
Software & Computer website specialising in financial
Services services
69 Lancashire Holdings 3,313 0.7 Provider of global specialty
Non-life Insurance insurance and reinsurance
products
70 Lottomatica4 3,3063 0.7 Gaming operator
Travel & Leisure
71 Cohort Plc2 3,288 0.7 Defence and security technology
Aerospace & Defence company
72 Costain Group PLC 3,279 0.7 Engineering and construction
Industrial Support company
Services
73 Paragon Banking 3,2443 0.6 A specialist banking group
Group
Financial Services
74 Crane Co.4 3,1613 0.6 Industrial products company
Electronic &
Electrical Equipment
75 Animalcare Group2 3,109 0.6 Veterinary pharmaceuticals business
Pharmaceuticals &
Biotechnology
76 Quilter Plc 2,945 0.6 A wealth management company
Financial Services
77 Team 172 2,872 0.6 UK video game developer and
Leisure Goods publisher
78 Mears Group 2,844 0.6 UK provider of housing solutions
Industrial Support
Services
79 Advanced Medical 2,7053 0.5 Developer and manufacturer of
Solutions2 advanced wound care solutions
Healthcare Equipment
& Services
80 Spie4 2,6253 0.5 Engineering, technical services and
Construction & construction company
Materials
81 JFrog4 2,586 0.5 Provider of software supply chain
Software & Computer solutions
Services
82 Bodycote 2,583 0.5 Provision of thermal processing
Industrial services
Engineering
83 Gooch & Housego2 2,563 0.5 Designer and manufacturer of
Electronic & advanced photonic systems
Electrical Equipment
84 Ashmore Group 2,456 0.5 Emerging market focused investment
Financial Services manager
85 Trustpilot 2,3983 0.5 An online review platform for
Software & Computer consumers to post reviews
Services about businesses and
products/services
86 Jupiter Fund 2,380 0.5 UK fund management group, managing
Management equity and bond investments for
Investment Banking private and institutional investors
and Brokerage
Services
87 Funding Circle 2,3643 0.5 Provider of funding services to
Holdings small businesses
Financial Services
88 Cerillion2 2,339 0.5 Provider of billing, charging and
Software & Computer customer management systems
Services
89 Restore2 2,329 0.5 Records management business
Support Services
90 Crest Nicholson 2,2903 0.5 UK housebuilder
Household Goods &
Home Construction
91 Young & Co’s 2,251 0.4 Owner and operator of pubs mainly
Brewery2 in the London area
Travel & Leisure
92 Trainline 2,236 0.4 Provider of online rail and train
Travel & Leisure ticketing services
93 AB Dynamics2 2,010 0.4 Developer and supplier of
Industrial specialist automotive testing
Engineering systems
94 Forterra 1,808 0.4 Manufacturer of building products
Construction &
Materials
95 Central Asia Metals2 1,7923 0.4 Production of base metals with
Industrial Metals & operations in Kazakhstan and North
Mining Macedonia
96 Dynatrace4 1,6653 0.3 Software intelligence platform
Software & Computer
Services
97 Hilton Food Group 1,539 0.3 Provider of specialist food
Food Producers packaging services
98 GitLab4 1,4293 0.3 Software development company
Software & Computer
Services
99 SIG 784 0.2 Supplier of building, roofing and
Industrial Support insulation products
Services
Long investment 566,883 113.4
positions (excluding
BlackRock’s
Institutional Cash
Series plc –
Sterling Liquidity
Fund)
Short investment (30,552) (6.1)
positions

1The 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.

2Traded on the Alternative Investment Market (AIM) of the London Stock Exchange.

3Includes long derivative positions.

4Holdings 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%).

Fair value and gross market exposure of investments

as at 30 November 2025

Fair Gross market Gross market exposure as a
value1 % of net assets2
exposure2,3
£’000 £’000 2025 2024
Long equity 474,824 474,824 94.6 93.6
investment
positions
(excluding
BlackRock’s
Institutional
Cash Series plc
– Sterling
Liquid
Environmentally
Aware Fund)
Long derivative (1,038) 92,059 18.4 18.4
positions
Subtotal of 473,786 566,883 113.0 112.0
long investment
positions
Short (232) (30,552) (6.1) (3.4)
investment
positions
Subtotal of 473,554 536,331 106.9 108.6
long and short
investment
positions
Cash and cash 27,683 (35,094) (7.0) (7.3)
equivalents
Other net 381 381 0.1 (1.3)
current
assets/(liabilit
ies)
——— ————— ————— —————
——
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 contained within the Annual Report and
Financial Statements.

1Fair 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.

2Gross 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.

3The 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.

Distribution of investments

as at 30 November 2025

Sector % of % of % of
long portfolio short portfolio net portfolio
Oil, Gas & Coal 0.0 (0.3) (0.3)
Oil Equipment & 1.4 0.0 1.4
Services
————— ————— —————
Oil & Gas 1.4 (0.3) 1.1
Chemicals 2.4 0.0 2.4
Construction & 9.3 (0.1) 9.2
Materials
Industrial Metals & 2.9 0.0 2.9
Mining
Precious Metals & 1.8 0.0 1.8
Mining
————— ————— —————
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 & 8.9 0.0 8.9
Electrical Equipment
Industrial 0.9 0.0 0.9
Engineering
Industrial Support 2.9 0.0 2.9
Services
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 2.0 0.0 2.0
& Services
Pharmaceuticals & 3.3 0.0 3.3
Biotechnology
————— ————— —————
Health Care 5.3 0.0 5.3
Food & Drug 0.0 (0.4) (0.4)
Retailers
General Retailers 1.0 (0.2) 0.8
Household Goods & 2.0 0.0 2.0
Home Construction
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 7.4 (2.0) 5.4
Discretionary
Banks 1.0 0.0 1.0
Financial Services 21.1 (2.3) 18.8
Investment Banking 2.3 0.0 2.3
and Brokerage
Services
Non-life Insurance 0.6 0.0 0.6
————— ————— —————
Financials 25.0 (2.3) 22.7
Real Estate 1.8 0.0 1.8
Investment &
Services
Real Estate 3.6 0.0 3.6
Investment Trusts
————— ————— —————
Real Estate 5.4 0.0 5.4
Technology Hardware 1.1 0.0 1.1
& Equipment
Semiconductors & 0.7 0.0 0.7
Semiconductor
Equipment
Software & Computer 7.2 (0.5) 6.7
Services
————— ————— —————
Technology 9.0 (0.5) 8.5
Telecommunications 1.5 0.0 1.5
Service Providers
————— ————— —————
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.

Analysis of the portfolio

Market capitalisation as at 30 November 2025

Long positions1 Short positions

% of net portfolio % of net portfolio
£10bn+ 1.1% 0.0%
£5bn – £10bn 4.5% 0.0%
£2.5bn – £5bn 15.7% -0.6%
£2bn – £2.5bn 12.7% -0.6%
£1.5bn – £2bn 8.3% -0.7%
£1bn – £1.5bn 24.3% -0.6%
£500m – £1bn 23.3% -0.7%
£0m – £500m 15.9% -2.6%

1 The above investments may comprise exposures to long equity and long
derivative positions.

Source: BlackRock

Position size as at 30 November 2025

Market value Long positions1 Short positions
£15m – £20m 4 0
£10m – £15m 8 -1
£5m – £10m 35 0
£2.5m – £5m 36 0
£0m – £2.5m 16 -14

1 The above investments may comprise exposures to long equity and long
derivative positions.

Source: BlackRock.

Portfolio holdings within Key Benchmark Indices

Gross Basis1 Net Basis2
FTSE 250 54.8% 50.6%
FTSE AIM 19.4% 21.2%
FTSE Small Cap 12.7% 14.2%
Other 13.1% 14.0%

Portfolio holdings within Benchmark Index (the Deutsche Numis Smaller Companies
plus AIM (excluding Investment companies) Index)

Gross Basis1 Net Basis2
Within Benchmark 87.3% 83.3%
(2024: 82.5%) (2024: 78.3%)
Off-Benchmark 12.7% 16.7%
(2024: 17.5%) (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.

2 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.

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 above.

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 Meeting 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 (https://www.blackrock.com/uk/literature/shareholder
-letters/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%.

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%1.

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.

1 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. 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).

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 above 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
below. 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 above.

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 contained within the Annual
Report and Financial Statements.

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 Year ended

30 November 30 November

2025 2024

Net asset value total return1,2 0.7% 16.3%
Share price total return1,2 6.5% 5.0%
Benchmark Index total return3 10.1% 14.1%
Discount to cum income net asset value2 8.5% 13.2%
Revenue return per share 17.70p 18.54p
Ongoing charges2,4 0.63% 0.56%
Ongoing charges including performance fees2,5 0.51% 0.82%

1This measures the Company’s share price and NAV total return, which assumes
dividends paid by the Company have been reinvested.

2Alternative Performance Measures, see Glossary contained within the Annual
Report and Financial Statements.

3The Company’s Benchmark Index is the Deutsche Numis Smaller Companies plus AIM
(excluding Investment Companies) Index.

4Ongoing 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.

5Ongoing 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 below.

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%.

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
above.

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.

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 below.

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.

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 contained within the Annual Report
and Financial Statements, together with a summary of the policies for managing
and controlling these risks in note 16 (contained within the Annual Report and
Financial Statements).

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.

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).

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 above;

·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 contained within the Annual Report and Financial Statements),
which are based on:

·processes for monitoring costs;

·key financial ratios;

·evaluation of risk management and controls;

·compliance with the investment objective;

·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.

Section 172 statement: promoting the success of BlackRock Throgmorton Trust plc

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.

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 within the Annual Report and Financial Statements.

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 above and in the Strategic Report contained within the
Annual Report and Financial Statements.

The portfolio activities undertaken by the Manager can be found in the
Investment Manager’s Report above.

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
26 March 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
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.

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 within the Annual Report and Financial Statements). 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 within the Annual Report and Financial Statements 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.

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
provided within the Annual Report and Financial Statements.

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 and in the
Investment Manager’s Report above.

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
contained within the Annual Report and Financial Statements.

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.

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 within the Annual Report and Financial
Statements. 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 and the Investment Manager’s Report above 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

Related party and 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 contained within the Annual
Report and Financial Statements.

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.

As at 30 November 2025, the Board consisted of five non-executive Directors, all
of whom were considered to be independent by the Board*. None of the Directors
has a service contract with the Company. For the year ended 30 November 2025,
the Chairman received an annual fee of £50,250, the Chairman of the Audit and
Management Engagement Committee received an annual fee of £40,000, the Senior
Independent Director received an annual fee of £36,100 and each other Director
received an annual fee of £34,100.  With effect from 1 December 2025 the
Chairman will receive an annual fee of £52,500, the Chairman of the Audit and
Management Engagement Committee will receive an annual fee of £41,800, the
Senior Independent Director will receive an annual fee of £37,700 and each other
Director will receive an annual fee of £35,600.

As at 30 November 2025, all members of the Board held shares in the Company.
James Will held 10,000 ordinary shares, Louise Nash held 5,500 ordinary shares,
Angela Lane held 11,899 ordinary shares, Nigel Burton held 17,583 ordinary
shares and Merryn Somerset Webb held 3,954 ordinary shares.

All of the holdings of the Directors are beneficial. Since the year end there
have been no further changes to the Directors’ share interests.

Statement of Directors’ responsibilities in respect of the Annual Report and
Financial Statements

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 within the Annual Report and
Financial Statements, 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.

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 contained within the Annual Report and Financial Statements. 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 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 3 13,762 18 13,780 16,070 518
16,588
investments
held
at fair
value
through
profit or
loss
Net income 3 252 – 252 1,024 –
1,024
from
derivatives
Other 3 1,571 – 1,571 1,569 –
1,569
income
========= ========= ========= ========= =========
=========
Total 15,585 18 15,603 18,663 518
19,181
income
========= ========= ========= ========= =========
=========
Net – (11,294) (11,294) – 59,598
59,598
(loss)/profi

t
on
investments
held
at fair
value
through
profit or
loss
Net – 13 13 – (61) (61)
profit/(loss

)
on foreign
exchange
Net – (10,644) (10,644) – 12,839
12,839
(loss)/profi

t
from
derivatives
========= ========= ========= ========= =========
=========
Total 15,585 (21,907) (6,322) 18,663 72,894
91,557
========= ========= ========= ========= =========
=========
Expenses
Investment 4 (544) (1,010) (1,554) (644) (3,524)
(4,168)
management
and
performance
fees
Other 5 (1,001) (26) (1,027) (922) (21)
(943)
operating
expenses
========= ========= ========= ========= =========
=========
Total (1,545) (1,036) (2,581) (1,566) (3,545)
(5,111)
operating
expenses
========= ========= ========= ========= =========
=========
Net 14,040 (22,943) (8,903) 17,097 69,349
86,446
profit/(loss

)
before
finance
costs and
taxation
Finance (17) (51) (68) (24) (73) (97)
costs
========= ========= ========= ========= =========
=========
Net 14,023 (22,994) (8,971) 17,073 69,276
86,349
profit/(loss

)
before
taxation
========= ========= ========= ========= =========
=========
Taxation (74) – (74) (27) – (27)
charge
========= ========= ========= ========= =========
=========
Net 13,949 (22,994) (9,045) 17,046 69,276
86,322
profit/(loss

)
for the
year
========= ========= ========= ========= =========
=========
Earnings/(lo 7 17.70 (29.18) (11.48) 18.54 75.37
93.91

ss)
per
ordinary
share
(pence)
========= ========= ========= ========= =========
=========

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).

Statement of Changes in Equity

for the year ended 30 November 2025

Notes Called up Share Capital Special Capital
Revenue Total
share redemption reserve reserves
reserve
capital premium reserve

account
£’000 £’000 £’000 £’000 £’000
£’000 £’000
For the year
ended 30
November 2025
At 30 5,160 242,122 11,905 – 316,033
20,688 595,908
November 2024
Total
comprehensive
(loss)/income:

Net – – – – (22,994)
13,949 (9,045)
(loss)/profit
for the
year
Transactions
with owners,
recorded
directly to
equity:
Ordinary 8,9 – – – (14,145) (56,321) –
(70,466)
shares
repurchased
into treasury
Share 8,9 – – – – (367) –
(367)
repurchase
costs
Cancellation – (242,122) – 242,122 – –
–
of share
premium1
Dividends 6 – – – – –
(14,412) (14,412)
paid2
——— ——— ———- ——— ——— –
——– ———
— —— — —— —— –
—– ——
—- —
At 30 5,160 – 11,905 227,977 236,351
20,225 501,618
November 2025
========= ========= ========= ========= =========
========= =========

For the year
ended 30
November 2024
At 30 5,160 242,122 11,905 3,231 295,624
17,883 575,925
November 2023
Total
comprehensive
income:
Net profit – – – – 69,276
17,046 86,322
for the year
Transactions
with owners,
recorded
directly to
equity:
Ordinary 8,9 – – – (3,213) (48,620) –
(51,833)
shares
repurchased
into treasury
Share 8,9 – – – (18) (247) –
(265)
repurchase
costs
Dividends 6 – – – – –
(14,241) (14,241)
paid3
——— ——— ———- ——— ——— –
——– ———
— —— — —— —— –
—– ——
—- —
At 30 5,160 242,122 11,905 – 316,033
20,688 595,908
November 2024
========= ========= ========= ========= =========
========= =========

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.

2Final 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.

3Final 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
contained within the Annual Report and Financial Statements.

Statement of Financial Position

as at 30 November 2025

2025 2024
Notes £’000 £’000
Non current assets
Investments held at fair value 474,824 557,602
through profit or loss
========= =========
Current assets
Other receivables 2,182 1,536
Derivative financial assets held at 10 28 2,173
fair value through profit or loss
Current taxation asset 187 400
Cash collateral pledged with brokers 10 3,200 700
Cash and cash equivalents – cash at 10 890 412
bank
Cash and cash equivalents – Cash 10  26,793 43,477
Fund1
————— —————
Total current assets 33,280 48,698
========= =========
Total assets 508,104 606,300
========= =========
Current liabilities
Other payables (3,598) (8,262)
Derivative financial liabilities held 10 (1,298) (360)
at fair value through profit or loss
Liability for cash collateral 10 (1,590) (1,770)
received
————— —————
Total current liabilities (6,486) (10,392)
========= =========
Net assets 501,618 595,908
========= =========
Equity
Called up share capital 8 5,160 5,160
Share premium account 9 – 242,122
Capital redemption reserve 9 11,905 11,905
Special reserve 9 227,977 –
Capital reserves 9 236,351 316,033
Revenue reserve 9 20,225 20,688
————— —————
Total shareholders’ funds 501,618 595,908
========= =========
Net asset value per ordinary share 7 668.53 682.82
(pence)
========= =========

1 Cash Fund represents funds held on deposit with the BlackRock Institutional
Cash Series plc – Sterling Liquid Environmentally Aware Fund.

Cash Flow Statement

for the year ended 30 November 2025

2025 2024
£’000 £’000
Operating activities
Net (loss)/profit before taxation1 (8,971) 86,349
Changes in working capital items:
(Increase)/decrease in other (327) 63
receivables
(Decrease)/increase in other payables (5,007) 1,499
(Increase)/decrease in amounts due (319) 681
from brokers
Increase/(decrease) in amounts due to 343 (734)
brokers
Other adjustments:
Finance costs 68 97
Net loss/(profit) on investments held 11,294 (59,598)
at fair value through profit or loss
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 361,139 310,643
value through profit or loss
Purchases of investments held at fair (289,655) (251,053)
value through profit or loss
Net (payments)/receipts on closure of (5,045) 13,505
derivatives
Net movement in cash collateral held (2,680) 1,225
with brokers
————— —————
Net cash inflow from operating 68,955 86,669
activities before taxation
========= =========
Taxation received/(paid) 139 (62)
————— —————
Net cash inflow from operating 69,094 86,607
activities
========= =========
Financing activities
Interest paid (68) (97)
Ordinary shares repurchased into (70,833) (52,341)
treasury
Dividends paid (14,412) (14,241)
————— —————
Net cash outflow from financing (85,313) (66,679)
activities
========= =========
(Decrease)/increase in cash and cash (16,219) 19,928
equivalents
Effect of foreign exchange rate 13 (61)
changes
========= =========
Change in cash and cash equivalents (16,206) 19,867
Cash and cash equivalents at start of 43,889 24,022
year
————— —————
Cash and cash equivalents at end of 27,683 43,889
year
========= =========
Comprised of:
Cash at bank 890 412
Cash Fund2 26,793 43,477
————— —————
27,683 43,889
========= =========

1Dividends 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).

2Cash Fund represents funds held on deposit with the BlackRock Institutional
Cash Series plc – Sterling Liquid Environmentally Aware Fund.

Notes to the Financial Statements

for the year ended 30 November 2025

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 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 contained within the Annual Report
and Financial Statements;

·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.

(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.

(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.

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 REITs1 538 169
Overseas dividends 1,058 1,346
Overseas special dividends 605 –
Overseas property income distributions – 118
Dividends from overseas REITs1 257 172
————— —————
Total investment income2 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
========= =========

1REITs – real estate investment trusts.

2UK 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 544 1,635 2,179 644 1,931 2,575
management
fee
Performance – (625) (625) – 1,593 1,593
fee
(write
back)/expens
e
——— ——— ——— ——— ——— ———
—— —— —— —— —— ——
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.

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.

5. Other operating expenses

2025 2024
£’000 £’000
Allocated to revenue:
Custody fee 6 7
Auditor’s remuneration1 69 70
Registrar’s fee 57 44
Directors’ emoluments2 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 expenses3 (23) (27)
Other administrative costs 243 101
————— —————
Total revenue expenses 1,001 922
========= =========
Allocated to capital:
Custody transaction charges4 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%
========= =========

1No non-audit services were provided by the Company’s auditors.

2Further information on Directors’ emoluments can be found in the Directors’
Remuneration Report contained within the Annual Report and Financial Statements.
The Company has no employees.

3Relates to printing and postage fees and other administrative costs written
back during the year (2024: Directors’ recruitment fees, miscellaneous fees and
postage fees).

4For 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.

5The 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 contained
within the Annual Report and Financial Statements.

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 contained
within the Annual Report and Financial Statements.

6. Dividends

2025 2024
Dividends paid on Record Payment £’000 £’000
equity shares: date date
Final dividend of 28 11 April 11,514 10,841
14.25p per share for February 2025
the 2025
year ended 30
November 2024 (2023:
11.45p)
Interim dividend of 15 5 Septembe 2,898 3,400
3.80p per share for August r 2025
the year ended 30 2025
November 2025 (2024:
3.75p)
——— ———
—— ——
Accounted for in the 14,412 14,241
financial statements
========= =========

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 2,898 3,400
year ended 30 November 2025 (2024: 3.75p)
Second interim dividend of 15.20p per share for 11,405 11,603
the year ended 30 November 20251 (2024: 14.25p)
——— —————
——
Total for the year 14,303 15,003
========= =========

1Based on 75,033,364 ordinary shares in issue on 25 February 2026.

7. 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 Year ended
30 November 2025 30 November 2024
Net revenue profit attributable to 13,949 17,046
ordinary shareholders (£’000)
Net capital (loss)/profit attributable to (22,994) 69,276
ordinary shareholders (£’000)
————— —————
Total (loss)/profit attributable to (9,045) 86,322
ordinary shareholders (£’000)
========= =========
Equity shareholders’ funds (£’000) 501,618 595,908
========= =========
The weighted average number of ordinary 78,793,175 91,924,583
shares in issue during the year on which
the earnings per ordinary share was
calculated was:
The actual number of ordinary shares in 75,033,364 87,271,864
issue at the end of the year on which the
net asset value per ordinary share was
calculated was:
Earnings/(loss) per ordinary share
Revenue earnings per share (pence) – basic 17.70 18.54
and diluted
Capital (loss)/earnings per share (pence) (29.18) 75.37
– basic and diluted
————— —————
Total (loss)/earnings per share (pence) – (11.48) 93.91
basic and diluted
————— —————

As at As at
30 November 2025 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.

8. Called up share capital

Ordinary Treasury Total Nominal
shares value
shares shares

in issue
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 (8,600,297) 8,600,297 – –
into treasury
At 30 November 2024 87,271,864 15,938,000 103,209,864 5,160
Ordinary shares bought back (12,238,500) 12,238,500 – –
into treasury
———— ———- ———– ———
— —– —- ——
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.

9. Reserves

Distributable
reserves
Share Capital Special Capital Capital
Revenue
redemption reserve
reserve
premium reserve reserve reserve arising on
revaluation
account arising on of
investments
investments held

sold
£’000 £’000 £’000 £’000 £’000
£’000
At 30 242,122 11,905 3,231 322,729 (27,105)
17,883
November 2023
Movement
during the
year:
Total
comprehensive
income:
Net profit – – – 895 68,381
17,046
for the year
Transactions
with owners,
recorded
directly to
equity:
Ordinary – – (3,213) (48,620) –
–
shares
repurchased
into treasury
Share – – (18) (247) –
–
repurchase
costs
Dividends – – – – –
(14,241)
paid
——— ———- ————- ———– ———–
———
—— —– — —- —-
——
At 30 242,122 11,905 – 274,757 41,276
20,688
November 2024
========= ========= ========= ========= =========
=========
Movement
during the
year:
Total
comprehensive
(loss)/income:

Net – – – (29,808) 6,814
13,949
(loss)/profit
for the
year
Transactions
with owners,
recorded
directly to
equity:
Ordinary – – (14,145) (56,321) –
–
shares
repurchased
into treasury
Share – – – (367) –
–
repurchase
costs
Cancellation (242,122) – 242,122 – –
–
of share
premium
Dividends – – – – –
(14,412)
paid
——— ———- ————- ———– ———–
———
—— —– — —- —-
——
At 30 – 11,905 227,977 188,261 48,090
20,225
November 2025
========= ========= ========= ========= =========
=========

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.

10. 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 above.

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.

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 Level 1 Level 2 Level 3 Total
assets/(liabilities)
at fair
value through profit
or loss at 30
November
2025
£’000 £’000 £’000 £’000
Assets:
Equity investments 474,824 – – 474,824
Contracts for – 28 – 28
difference
Liabilities:
Contracts for – (1,105) – (1,105)
difference
Index future (193) – – (193)
——— ——— ——— ———
—— —— —— ——
Total 474,631 (1,077) – 473,554
========= ========= ========= =========

Financial Level 1 Level 2 Level 3 Total
assets/(liabilities)
at fair
value through profit
or loss at 30
November
2024
£’000 £’000 £’000 £’000
Assets:
Equity investments 557,602 – – 557,602
Contracts for – 2,173 – 2,173
difference
Liabilities:
Contracts for – (72) – (72)
difference
Index future (288) – – (288)
——— ——— ——— ———
—— —— —— ——
Total 557,314 2,101 – 559,415
========= ========= ========= =========

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.

11. 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 contained within the Annual Report and Financial Statements.
At 30 November 2025, £16,000 (2024: £16,000) was outstanding in respect of
Directors’ fees.

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 % Total % of shares held by Number of Significant
of shares Significant Investors who Investors who are not
are not affiliates of affiliates of
held by BlackRock Group or BlackRock Group or
Related BlackRock, Inc. BlackRock, Inc.

BlackRock
Funds
As at 30 1.2 n/a n/a
November
2025
As at 30 1.2 n/a n/a
November
2024
========= ========= =========

12. 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 contained within the Annual
Report and Financial Statements.

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.

13. Contingent liabilities

There were no contingent liabilities at 30 November 2025 (2024: none).

14. 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).

15. Publication of non-statutory accounts
The financial information contained in this announcement does not constitute
statutory accounts as defined in the Companies Act 2006.  The Annual Report and
Financial Statements for the year ended 30 November 2025 will be filed with the
Registrar of Companies after the Annual General Meeting.

The figures set out above have been reported upon by the auditor, whose report
for the year ended 30 November 2025 contains no qualification or statement under
section 498(2) or (3) of the Companies Act 2006.

The comparative figures are extracts from the audited financial statements of
BlackRock Throgmorton Trust plc for the year ended 30 November 2024, which have
been filed with the Registrar of Companies.  The report of the auditor on those
financial statements contained no qualification or statement under Section 498
of the Companies Act.

16. Annual report
Copies of the Annual Report and Financial Statements will be sent to members
shortly and will be available from the registered office, c/o The Company
Secretary, BlackRock Throgmorton Trust plc, 12 Throgmorton Avenue, London EC2N
2DL.

17. Annual general meeting
The Annual General Meeting of the Company will be held at 12 Throgmorton Avenue,
London EC2N 2DL on Thursday, 26 March 2026 at 10:15 a.m.

ENDS

The Annual Report will also be available on the BlackRock website at
blackrock.com/uk/thrg.  Neither the contents of the Manager’s website nor the
contents of any website accessible from hyperlinks on the Manager’s website (or
any other website) is incorporated into, or forms part of, this announcement.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Sarah Beynsberger, Director, Closed End Funds, BlackRock Investment Management
(UK) Limited
Tel: 020 7743 3000

Press Enquiries:
Ed Hooper, Lansons Communications – Tel:  0207 294 3616
E-mail:  [email protected]; [email protected]

27 February 2026

12 Throgmorton Avenue
London EC2N 2DL

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