TR PROPERTY INVESTMENT TRUST PLC ANNUAL REPORT 31-03-2026
Annual Report
31-03-2026
That there will be limitations on what can be achieved but wanting to see a positive direction of travel.
Overview
1 Company Summary
2 Financial Highlights and Performance
3 Historical Performance
Strategic Report
4 Chairman’s Statement
7 Manager’s Report
15 Responsible Investment
21 Portfolio
22 Investment Portfolio by Country
23 Twelve Largest Equity Investments
27 Investment Properties
28 Investment Objective, Benchmark and
Business Model
29 Strategy and Investment Policies
30 Key Performance Indicators
32 Principal and Emerging Risks
36 Long-term Viability
Governance
39 Board of Directors
41 Management Team
43 Report of the Directors
46 Corporate Governance Report
52 Report of the Nomination &
Remuneration Committee
53 Report of the Management
Engagement Committee
55 Report of the Audit & Risk Committee
58 Directors’ Remuneration Report
61 Statement of Directors’
Responsibilities in Relation to the
Group Financial Statements
62 Independent Auditor’s Report to
the Members of TR Property
Investment Trust plc
Financial Statements
71 Group and Company Statement of
Comprehensive Income
72 Group and Company Statement of
Changes in Equity
73 Group and Company Balance Sheets
74 Group and Company Cash Flow
Statements
75 Notes to the Financial Statements
Glossary and AIFMD Disclosure
101 Performance Measures, Glossary and
AIFM Disclosure
Notice of AGM
105 Notice of Annual General Meeting
110 Explanation of Notice of Annual
General Meeting
Shareholder information
113 Directors and Other Information
114 General Shareholder Information
116 Investing in TR Property Investment
Trust plc
The photograph on the front cover is of
Aqualuna Condos, Toronto, Canada.
Annual Report & Accounts 2026 1
Introduction
TR Property Investment Trust plc (the ‘Company’) was
formed in 1905 and has been a dedicated property
investor since 1982. The Company is an Investment
Stock Exchange.
Benchmark
The benchmark is the FTSE EPRA Nareit Developed
Europe Capped Net Total Return Index in sterling.
Investment policy
The Company seeks to achieve its objective by
investing in shares and securities of property
companies and property related businesses on an
international basis, although, with a pan-European
benchmark, the majority of the investments are located
in that geographical area. The Company also invests in
investment property located in the UK only.
Further details of the Investment Policies, the Asset
Allocation Guidelines and policies regarding the use of
gearing are set out in the Strategic Report on page 29
and the entire portfolio is shown on page 22.
Investment manager
Columbia Threadneedle Investment Business Limited
acts as the Company’s alternative investment fund
manager (‘AIFM’) with portfolio management delegated
to Thames River Capital LLP (the ‘Portfolio Manager’ or
the ‘Manager’). Marcus Phayre-Mudge has managed
the portfolio since 1 April 2011 and been part of the
Fund Management team since 1997.
Independent board
The Directors are all independent of the Manager
and meet regularly to consider investment strategy,
to monitor adherence to the stated objective and
investment policies and to review investment
performance. Details of how the Board operates and
fulfils its responsibilities are set out in the Report of the
Directors on page 43.
Performance
The Financial Highlights for the current year are set out
on page 2 and Historical Performance can be found on
page 3. Key Performance Indicators are set out in the
Strategic Report on pages 30 and 31.
Retail investors advised by IFAs
The Company conducts its affairs so that its shares
can be recommended by Independent Financial
Advisers (‘IFAs’) in the UK to retail investors in
accordance with the Financial Conduct Authority
(‘FCA’) rules in relation to non-mainstream investment
products and intends to continue to do so. The shares
are excluded from the FCA’s restrictions, which apply
to non-mainstream investment products, because they
are shares in an authorised investment trust company.
Further information
General shareholder information and details of how to
invest in the Company, including investment through
an ISA or savings scheme, can be found on page 113
onwards. This information can also be found on the
Company’s website www.trproperty.com.
TR Property Investment Trust plc
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
2 TR Property Investment Trust plc
Year ended
31 March
2026
Year ended
31 March
2025 Change
Balance Sheet
Net asset value ('NAV') per share 333.48p 327.16p +1.9%
Shareholders’ funds (£’000) 1,058,306 1,038,237 +1.9%
Shares in issue at the end of the year (m) 317.4m 317.4m 0.0%
Net debt
1,6
15.3% 18.5%
Share Price
Share price 303.50p 294.00p +3.2%
Market capitalisation £963m £933m +3.2%
Year ended
31 March
2026
Year ended
31 March
2025 Change
Revenue
Revenue earnings per share 15.81p 12.98p +21.8%
Dividends²
Interim dividend per share 5.75p 5.65p +1.8%
Final dividend per share 10.35p 10.25p +1.0%
Total dividend per share 16.10p 15.90p +1.3%
Performance: Assets and Benchmark
Net Asset Value total return
3,6
+6.7% -2.5%
Benchmark total return
6
+6.7% -3.8%
Share price total return
4,6
+8.4% -4.9%
Ongoing Charges
5,6
Including performance fee 0.79% 0.84%
Excluding performance fee 0.79% 0.78%
Excluding performance fee and direct property costs 0.76% 0.76%
1. Net debt is the total value of loan notes, loans (including notional exposure to contracts for difference (CFDs)) less cash as a proportion of net asset value.
2. Dividends per share are the dividends in respect of the financial year ended 31 March 2026. An interim dividend of 5.75p (2025: 5.65p) was paid on 8 January 2026.
Subject to shareholder approval at the forthcoming AGM, a final dividend of 10.35p (2025:10.25p) will be paid on 30 July 2026 to shareholders on the register on
26 June 2026. The shares will be quoted ex-dividend on 25 June 2026.
3. The NAV Total Return for the year is the theoretical return calculated by assuming that dividends are reinvested in the assets of the Company from the relevant ex-
dividend date. Dividends are deemed to be reinvested on the ex-dividend date as this is the protocol used by the Company’s benchmark and other indices.
4. The Share Price Total Return is the theoretical return calculated by assuming that dividends are reinvested in the shares of the Company from the relevant ex-
dividend date.
5. Ongoing Charges are calculated in accordance with the AIC methodology.
6. Considered to be a Non-GAAP Performance Measure as defined on page 101.
Financial highlights and performance
Annual Report & Accounts 2026 3
Historical performance
for the year ended 31 March 2026
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Performance for the year:
Total Return (%)
NAV
(A)
8.2 8.0 15.5 9.1 -11.5 20.7 21.4 -35.5 21.1 -2.5 6.7
Benchmark
(B)
5.4 6.5 10.2 5.6 -14.0 15.9 12.2 -34.0 15.4 -3.8 6.7
Share Price
(C)
-1.6 9.1 25.5 6.2 -16.8 28.3 19.9 -36.2 22.9 -4.9 8.4
Shareholdersʼ funds (£ʼm)
Ordinary shares 1,065 1,118 1,256 1,328 1,136 1,326 1,563 968 1,116 1,038 1,058
Ordinary shares
Net revenue (pence per
share)
Earnings 8.36 11.38 13.22 14.58 14.62 12.25 13.69 17.22 12.04 12.98 15.81
Dividends
(D)
8.35 10.50 12.20 13.50 14.00 14.20 14.50 15.50 15.70 15.90 16.10
NAV per share (pence) 335.96 352.42 395.64 418.54 358.11 417.97 492.43 305.13 351.50 327.16 333.48
Share price (pence) 297.50 314.50 382.50 394.00 317.50 392.50 456.50 279.00 325.00 294.00 303.50
Indices of growth
(rebased at 31 March 2016)
Share price
(E)
100 106 129 132 107 132 153 94 109 99 102
Net Asset Value
(F)
100 105 118 125 107 124 147 91 105 97 99
Benchmark
(G)
100 104 111 114 95 107 118 75 84 78 81
Net dividend
(D)
100 126 146 162 168 170 174 186 188 190 193
RPI
100 103 107 109 112 114 124 141 147 151 158
Figures have been prepared in accordance with UK-adopted International Accounting Standards.
(A) The NAV Total Return for each year is calculated by assuming the reinvestment of dividends in the assets of the Company from the relevant ex-dividend date.
Dividends are deemed to be reinvested at the ex-dividend date as this is the standard methodology used by the Company’s benchmark and other indices. This is
considered to be a Non-GAAP Performance Measure as defined on page 101.
(B) Benchmark Index: the FTSE EPRA Nareit Developed Europe Capped Net Total Return Index. Source: Refinitiv Eikon.
(C) The Share Price Total Return is calculated by assuming the reinvestment of dividends in the shares of the Company from the relevant ex-dividend date. This is
considered to be a Non-GAAP Performance Measure as defined on page 101.
(D) Dividends per share in the year to which their declaration relates and not the year they were paid.
(E) Share prices only. These do not reflect dividends paid.
(F) NAV only values. These do not reflect dividends paid.
(G) Price only value of the indices set out in (B) above.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
4 TR Property Investment Trust plc
Chairman’s statement
Performance
The Company’s net asset value ('NAV') total return for
the 12 months to 31 March 2026 was +6.7% in line with
the benchmark total return. The share price total return
was slightly better at +8.4% as the discount between the
asset value and the share price narrowed a little over the
year.
Market backdrop
Geopolitical events are at the forefront of investors’
minds, affecting the pricing of all risk assets. Long
duration, leveraged real estate is no exception and pan
European property companies’ share prices certainly
felt the full impact of events in March, the last month of
our financial year. Prior to the start of the war in Iran, the
Company’s performance had been steadily building on
the healthy performance of the first six months (+10.6%
NAV total return at the half year stage last September).
Our Manager’s optimism was buoyed by broad, steady
improvement in the underlying real estate fundamentals
with limited new supply across many of our sectors. This
backdrop was supporting rental and earnings growth,
which in turn was translating into rising dividend payouts
and into our own earnings growth.
Once again, it is important to emphasise that we invest
in a sector which can support significant leverage. It
is encouraging to report that the tightening in spreads
which I referenced at the half year has continued – even
post the global events of March. Debt markets are
very much open and are maintaining lending to those
businesses with conservative balance sheets and highly
visible cashflows. Listed property companies fit the bill
with an average ‘loan-to-value’ of just 34%.
As property investors we are at the ‘value’ end of the
equity landscape which has resulted in under ownership
and the conservative valuation of listed real estate
businesses. Our sector is, in many instances, back
trading at historically wide discounts to net asset values.
This remains an important underpin for the sector.
However, it is important to remember that it is earnings
that will determine future capital attraction.
Notwithstanding events in the Middle East, our Manager
has continued to maintain low physical property
exposure and, for most of the period, record high equity
exposure. This allocation decision was costly in March
but beneficial for the rest of the financial year. Even
with the low allocation to physical property, the direct
property team has driven value-adding initiatives at both
Wandsworth and Bicester. Our experience at these sites
reinforces the belief that the right real estate, in the right
place, will attract quality tenants who can afford the rent.
There are always periods when a little more patience is
required and we have all seen business environments
where potential tenants have deferred decision making.
The Company continued to deliver a
strong recovery in revenue earnings,
supported by improving real estate
fundamentals and rising dividend
distributions across the portfolio. While
geopolitical events have again tested
investor confidence, the underlying
picture remains encouraging, with
open debt markets and listed property
companies trading on historically
wide discounts to net asset values.
As earnings continue to recover, we
believe the portfolio remains well
placed to capture value over the long
term. The Board remains committed
to maintaining progressive dividend
growth.
Kate Bolsover
CHAIRMAN
Annual Report & Accounts 2026 5
Mar-25Mar-24Mar-23Mar-22Mar-21Mar-20Mar-19Mar-18Mar-17Mar-16
Benchmark Total Return
TR Property Share Price Total Return TR Property Net Asset Value Total Return
Mar-26
80
90
100
110
120
130
140
150
160
170
180
190
200
210
TR Property NAV and share price total return vs benchmark over 10 years (rebased)
Our Manager continues to be engaged with small cap
consolidation (or failing that, privatisation), a process
which has been running for several years. His report
contains details of the outcomes of several examples
of consolidation, which of course reduces the pool of
remaining potential candidates. This is a positive. It has
always been our view that sub-scale listed real estate
businesses simply cannot deliver sufficient efficiencies.
Revenue results, outlook and dividend
Revenue earnings for the full year increased by almost
22% over the prior year to 15.81p per share. We continue
to see a recovery in earnings, with the vast majority
of companies in the portfolio having increased their
dividends year on year. Property companies grow their
topline through both organic (increasing market rents,
capturing indexation) and inorganic (development,
acquisitions) growth. The bottom line is impacted by
rising costs: primarily overheads, expenses associated
with vacancy and the critical line item – debt servicing.
We had, until very recently, a positive outlook on all these
elements (i.e. falling costs). However, the war in Iran and
the renewed risk of inflation may well lead central banks
to consider increasing short term interest rates. The
market has already adjusted upwards at the longer end
of the yield curve. For our underlying companies this will
reduce earnings growth expectations where they have
imminent refinancing. However, it is possible that the
impact is muted if, as is the case at the moment, margins
remain tight amidst a competitive lending environment.
The Board is aware of the importance to shareholders
of a growing annual dividend. Even during the correction
in earnings across 2024 and 2025 the dividend was
modestly increased each year, using revenue reserves to
top up the distribution. The improvement in earnings over
the last year is encouraging and it remains the Board’s
intention to continue paying an increasing dividend.
The Board is therefore recommending a final dividend of
10.35p per share, which will bring the full year dividend to
16.10p per share, a 1.3% increase on the prior year.
Gearing and currencies
Gearing remained fairly constant in the first half, moving
from 18.5% at the start of the year to 18.0% at the half
year stage, then, in the last month of the financial year,
against the backdrop of macroeconomic turbulence, the
gearing level was reduced to end the year at 15.3%.
Our EUR 50m loan notes matured in February. We
explored the option of refinancing with a further private
placing but the longer-term interest rates were not
compelling. BBVA offered attractive terms through a
more traditional multicurrency revolving credit facility
and the loan notes were refinanced through two loans,
one of a one year duration and the second a three year
term to give us a high degree of flexibility with some
longer-term certainty.
Details of all of our gearing and debt are set out in the
notes to the accounts on page 95.
In line with our longstanding policy, the portfolio currency
exposure is hedged in line with the benchmark.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
6 TR Property Investment Trust plc
Chairman’s statement
continued
Discount and share repurchases
The average discount over the year was 8.5%, with the
Company’s shares trading in a range of between 6.0%
and (very briefly) 10.8% through the year. Even given the
events in March it is pleasing to observe that the discount
began the period at 10.1% and finished the year at 9.0%.
Our Manager continues to market the Company through
an extensive programme of PR, sales meetings with
investors, webinars and monthly commentaries, all of
which are available on our website, www.trproperty.com.
The Company did not repurchase any shares during the
year.
Awards
I am pleased to report that the Company won ‘Best
PR Campaign’ at the AIC Shareholder Communication
Awards 2025. This is further vindication of the Manager’s
and our PR consultants, Aspectus’ efforts to raise and
maintain the Company’s profile and engagement with
private, direct investors as well as our long standing
institutional and wealth manager shareholders. The
Company was also named Investment Company of the
Year in the Property sector at the 2025 Investment Week
awards.
We are also very pleased to have received a Gold rating
from Morningstar.
Management team
Joanne Elliott, who has been the finance manager of
the Company since 1996, will retire from her role this
year. I would like to take this opportunity to thank her
for three decades of management of all aspects of the
Company’s finances and corporate activity. She has seen
the Company’s share price increase more than ten-fold
and a dividend which has increased every year (bar one)
during her tenure.
Gavin Parks has been supporting Joanne as Fund
Accountant since Columbia Threadneedle Investments
was appointed as Company Secretary to the Company
in January 2022. Gavin is a qualified Chartered
Management Accountant and has been with Columbia
Threadneedle Investments for eight years as a fund
accountant in its Investment Trust team. He will now
assume all of Joanne’s accounting and financial
reporting responsibilities for the Company. Gavin has
been working closely alongside Joanne for the last two
years and has incrementally taken on more responsibility,
so this is a well-planned and seamless transition.
Kate Bolsover
Chairman
9 June 2026
Daniel Winterbottom has been appointed Chief Operating
Officer for Thames River Capital and has now assumed
Joanne’s wider operational responsibilities. Daniel is a
CFA and has been with the Thames River Capital team
for 16 years working alongside Joanne throughout this
time. The longstanding tenure of the Thames River team
facilitates effective succession planning.
Full biographies are included on pages 41 and 42.
Outlook
Global geopolitics affects us all, all of the time. There are
periods when it feels like fluctuations in global sentiment
overwhelm all local investment considerations. We are
in one such period. Crucially, the impact of the war in
the Middle East is on supply side cost inflation. There is
no credit crisis and debt remains readily available. This
is important for leveraged assets such as real estate.
The central issue for the global economy will be how far
shortages and disruption to supply chains, alongside
the spike in fossil fuel prices, leads to cost inflation. Our
Manager remains optimistic because the underlying
supply/demand equilibrium for operational real estate
continues to look positive despite the uncertainty; hence
the continued use of some gearing. The compensation
factor is a relentless focus on recurring earnings and
balance sheet quality as we continue to acknowledge the
reduced visibility in the economic outlook.
My closing remarks must touch on what is widely
expected to make the largest impact on the global
economy in the coming years: the growth and application
of artificial intelligence (‘AI’). The extent of the impact on
business models, employment and productivity is still
unquantifiable. Fear mongering on potential disruption
from technological advancements is nothing new and
history has shown that as yet unidentified new industries
are spawned from such evolutions. Physical assets
with durable cashflows fall squarely into what has been
coined HALO (heavy assets, low obsolescence) and
should be viewed as candidates for safe haven status.
The right assets in the right locations will, over time, be
occupied by many different business users and will adapt
to technological changes.
Annual Report & Accounts 2026 7
Manager’s report
Performance
The Company’s net asset value (‘NAV’) total return for the
12 months to 31 March 2026 was +6.7%, in line with the
benchmark total return. These figures are disappointing,
not only for the obvious lack of ‘alpha’ generation in excess
of the benchmark, but also because our reporting date
had the misfortune of coinciding with a sharp market
dislocation – and arguably not a reflection of the progress
made over most of the year. The start of the war in
Iran had a dramatic impact on markets, which was felt
particularly acutely by leveraged, rate-sensitive assets
such as real estate. Our benchmark dropped 14.4% in the
month of March whilst the NAV corrected even more at
-15.6%. Put another way, the performance figures for the
first 11 months of the financial year (31 March 2025 to 28
February 2026) saw a NAV total return of +26.5% and a
benchmark return of +24.6%.
This was the second significant intra-month move within
the same financial year. Both were caused by the same
individual. Right at the start of the financial year, our sector
dropped over 8% between 3 and 9 April 2025 in response
to President Trump’s self-styled ‘Liberation Day’ tariff
announcements. The volatility in those opening weeks
did not bode well but in hindsight it was an exogenous
event which was materially reversed quite quickly. Markets
regained confidence (and new highs) within weeks. Real
estate equity prices were no exception and continued
to gain as investors responded to the sound underlying
market fundamentals which we have been highlighting for
some time. Throughout 2025 we saw these strengthening
fundamentals augmented by a growing expectation
of multiple interest rate cuts from all European central
banks. Concerns around stubborn inflation (particularly
for service sector wage inflation) were waning. European
economic growth was slowing, with lower job creation
figures feeding through into lower core inflation statistics.
This steady improvement in real estate equity pricing was
reflected in the healthy half year (end of September) NAV
total return of +10.6%. The second half of the reporting
year initially saw a general sideways move in pricing
of our sector, particularly in the UK where investors
were reluctant to commit ahead of the Government’s
November Budget. The policy environment had created
much uncertainty for corporates. This made investment
decision-making more difficult, given the limited clarity
from the Government on measures that would affect
them.
As we moved into 2026, immediate political concerns
seemed to be behind us, not only in the UK but across
Europe. In France, elections resulted in an uneasy
compromise and coalition but nonetheless, the budget
was crucially passed. In Germany we began to see
evidence of increased public spending on infrastructure
and defence, funded via the so-called ‘fiscal bazooka’
as the new government broke with the longstanding
Macro events once again dictated short-
term sentiment but they did not change
what we are seeing on the ground. Occupier
demand remains resilient and rental growth
is coming through, helped by the lack of
new supply across many of our markets.
The sharp market dislocation at the year
end was disappointing, particularly given the
progress made through most of the year,
but it underlined why balance sheet strength
matters so much in this sector. Markets can
re-price the sector in a matter of days; they
cannot create new supply or erase rental
growth quite so quickly.
Marcus Phayre-Mudge
FUND MANAGER
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
8 TR Property Investment Trust plc
constraint of a balanced budget. Political stability is all-
important for the bond markets. Real estate is always
seen as a long duration, leveraged asset and is therefore
sensitive to bond pricing particularly at the longer end
of the yield curve. The combined tailwinds of market
fundamentals, expectations of short-term interest rate
cuts, alongside stability in the longer end of the curve
resulted in buoyant performance in January and February
with the NAV rising by 13.3%.
Our thesis – that best-in-class assets across all sectors
are benefitting from constrained supply and renewed
demand – has been reinforced by the response of the
lending community. Alongside expected reductions
in the short end of the curve, it is pleasing to report a
continued shrinking in the margins which lenders and the
bond markets are charging. The depth and competition
amongst debt providers is not only encouraging but,
crucially, reminds investors that listed real estate
companies are very conservatively financed, particularly
when compared to the typical private equity funded
structures.
The final component of the bull case was highlighted in
the half year report which ran through the battle between
private equity (KKR) and a listed property company
(Primary Health Properties (PHP)) for control of Assura.
This lively bidding war – which ultimately resulted in a
positive outcome for shareholders – followed on from
the more congenial merger of two Continental European
healthcare REITs: Cofinimmo and Aedifica. In the second
half of the year, we saw this consolidation theme continue
with the acquisition of Life Science REIT (‘LABS’) by British
Land in a part cash, part shares transaction. The price,
based on British Land’s share price at the April 2026 date
of completion, values each LABS share at just over 42p.
This is a sorry exit for anyone who invested in the 2021
initial public offering (‘IPO’) at 100p. The fundraising
required investors to back the manager’s strategy before
the portfolio had been fully assembled, exposing the risks
of an externally managed structure where alignment
between shareholders and management (Ironstone) was
insufficient. Fees paid on (what proved to be) inflated NAV
metrics and an incoherent portfolio assembly strategy
resulted in a strange mix of assets, including laboratory
space but also offices and light industrial with a significant
amount of development risk thrown in. As interest rates
rose, the lack of net cashflow was the final straw and
the board announced a strategic review leading to a sale
process. The Company never owned shares in this vehicle,
nevertheless frustrating to watch investors suffer another
poor experience in the listed sector.
The year also saw the exit of Warehouse REIT, an
externally managed vehicle run by Tilstone, which shared
common ownership with Ironstone. The convoluted sale
process involving Blackstone (the successful bidder) and
Tritax Big Box (a potential consolidator) was covered in
detail in the half year report. Unlike LABS, we did hold
Warehouse REIT, buying into the stock in March 2025. Our
investment premise was that public markets were not
attracted to this sub-scale portfolio, nor its management
structure, and that a private equity buyer would bid a
premium to the share price – but still a discount to the
asset value – which disgruntled shareholders would jump
at. This proved to be the case and we sold our position to
Blackstone in July 2025 making a return of 15% over the
four-month holding period. This was similar to the total
capital return received by the unlucky investors who had
held the stock since its IPO in 2017 at 100p. A compound
annual capital growth rate of less than 2% over a period
in which industrial/logistics assets enjoyed a raging bull
market would have been disappointing, to say the least.
The MSCI Industrial Index recorded capital growth –
unleveraged capital growth, that is – of over 50% for the
period of Warehouse REIT’s existence. This shows that
Manager’s report
continued
Dec-25 Jan-26 Feb-26 Mar-26Nov-25Oct-25Sep-25Aug-25Jul-25Jun-25May-25Apr-25Mar-25
-10%
-5%
0%
5%
10%
15%
FTSE EPRA Nareit Developed Europe Capped Index Net Total Return GBP
20%
25%
Benchmark Performance
Annual Report & Accounts 2026 9
investors can be right about a sector's prospects but still
let down by choice of vehicle.
In January 2026, Picton Property (4.1% of NAV)
announced a strategic review. It had already commenced
the accretive process of selling assets, matched with a
share buyback programme including the sale of its largest
office asset in Covent Garden. We have always maintained
that the size of this otherwise well-run company hindered
its ability to attract institutional investors. At the time
of writing, a consortium comprising LondonMetric
Property and Schroder Real Estate Investment Trust has
announced the terms of a proposed all-share offer for
the company. Under the proposal, Picton’s assets would
remain in the listed market, but within larger vehicles
better placed to provide scale, liquidity and access to
capital. We support this outcome.
Reviewing our performance attribution, these merger
and acquisition (‘M&A’) situations were mostly modest
contributors. Picton (+0.63%) was the exception, where
we saw a significant movement in the share price, driven
by both the accretive buyback programme and the
announcement of the strategic review.
Unibail-Rodamco-Westfield was the strongest performer,
not only in our portfolio but across the European shopping
centre cohort. The stock recorded a total return of +27.7%
with the next best, Eurocommercial, returning +11.7%.
Unibail has chosen to maintain its 25% exposure to the
US, where employment and wage growth continue to
outstrip more sluggish European nations. In the half year
report we discussed the performance of TAG, our largest
German residential exposure (6.3% of assets). Whilst the
total return was +9.8% over 12 months, we had reported
+20.1% over the first six months of the financial year.
Notwithstanding that fact, it remained the only German
residential company to report positive returns over the
year with our largest underweight position. Germany’s
largest listed residential business, Vonovia, reported a
-10.0% total return.
Alongside Picton, our best performing UK names
where we were overweight were LondonMetric and the
workspace and office-focused Sirius Real Estate. The
latter is London listed but has the majority of its assets
in Germany. It has been a beneficiary of the German
government’s efforts to bolster its economy through
infrastructure and defence spending. The one year total
return of +16.0% was almost double the sector average.
The large UK ‘diversifieds’ (Landsec and British Land) were
both poor performers with returns of +5.8% and +1.8%
respectively. We shifted between the two during the year
but were never overweight on a combined basis. They are
cheap in a historical context, secure and stable – virtues
we may need to seek in the future but there are better
opportunities elsewhere at the moment. We sold out of
the London West End specialist Shaftesbury Capital in the
summer, concerned about how tight yields had become.
The company underperformed the wider sector over the
year, but its low leverage and a supportive occupancy
outlook is encouraging.
The largest positions which did not work for us were
student accommodation group Unite and self-storage
provider Big Yellow. The sorry saga in Unite is covered in
detail under Investment Activity. In the case of Big Yellow,
the share price was driven upwards by potential M&A
speculation, with Blackstone named in the press. We will
never know whether their interest was genuine but price
sensitive, or whether the press leak was just premature
and matters never went beyond vague interest. Either way,
the share price spikes in October and again in November
(to over 1150p) are a distant memory, with the year-end
figure of 855p. Having sold out of the stock in April 2020,
we tentatively reopened a position in July 2024, before
increasingly meaningfully through 2025 and into 2026. Our
thesis was based on mortgage rates falling, stimulating
housing transactions given that wage inflation has
improved affordability. Although self-storage has short
occupational contracts and is therefore more operationally
geared than most other sectors, Big Yellow is among
the lowest leveraged in our universe with longstanding,
experienced management.
The stocks which performed well but which we did not
own (or in which we were heavily underweight) were
all in Switzerland. The sharp eyed will have spotted
that both Swiss Prime Site and PSP were in our top ten
at the 2025/26 year-end but neither were there a year
earlier. Traditionally these names (like many Swiss listed
companies) outperform in stressed, ‘risk off’ market
conditions such as March this year. Indeed, that is exactly
what they did, outperforming on average by over nine
percentage points in that one month. What was more
unexpected (clearly, given our underweight position)
was the outperformance from last September. Even as
broad pan European real estate equities were gaining
value, Swiss names were supercharging, Swiss Prime
Site returned +24.1% in the second half of the financial
year. Even the weakest performer of the four established
names, PSP, returned +16.0%. There has been an
acceleration in demand for Swiss commercial property
from local institutions and this has driven down yields
given low inflation and an expectation that overnight
rates were returning to zero. For Swiss investors, secure
dividend yields of 3%+ look very attractive.
Merlin, the Spanish diversified REIT which has tilted
towards data centre development, performed very
strongly all year returning +46.7%. We realised at the end
of the first quarter that the market was prepared to value
enthusiastically the future development programme.
Between July 2025 and January 2026 we invested €37.6m
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
10 TR Property Investment Trust plc
Manager’s report
continued
in the stock. In late March we participated in their €767m
capital raise at €13.64 per share to fund the next phase of
the data centre development programme. At the end of
April, the stock was over €15.0 per share and is our fourth
largest position.
The final major driver of underperformance at the
stock level was the result of an M&A situation. In any
consolidation play (which is an all-shares merger) such as
Cofinimmo/Aedifica, the trick is to own the target rather
than the acquirer, as the former’s lower rating moves up
towards the more highly valued acquirer’s. Cofinimmo
returned +44.1% over the year versus Aedifica’s +18.1%.
Not owning the acquiree was therefore costly. Fortunately,
other M&A situations proved more supportive for our
performance.
Retail companies had another good year across the
UK and Continental Europe with only three (out of 16)
underperforming the benchmark. Our positions were
concentrated with Unibail (+27.7%), our largest overweight,
outperforming the other large cap Klepierre (+10.9%)
where we held an underweight position for much of the
year. Hammerson (+30.5%) was a very strong performer
having used the proceeds from the (deeply discounted)
sale of its premium outlets business to buy out the joint
venture partners in several of its UK assets. The re-setting
of capital values after more than a decade of retailers
right-sizing their physical estates is complete. No new
shopping centres will be built. The focus is on owning
dominant schemes which can pull in shoppers looking
for a retail and leisure experience. Retail warehousing
continues to perform strongly, providing users with the
crucial ease of parking and linking into online shopping
through ‘click and collect’. Vacancy remains at all-time
lows in the sector and our position in New River Retail
(+9.8%) is underpinned by this part of their portfolio.
In the residential space, we were pleased to see Irish
Residential Properties REIT (+12.8%) benefit from the
adjustment to rent controls in areas of acute market
pressure – primarily Dublin. New lettings can now be
negotiated at market rent, which will help earnings and
sentiment towards new construction which had previously
been deterred by the rent controls. Social Housing REIT
(+23.5%), previously called Triple Point Social Housing,
performed well after a change of manager to Atrato
alongside governance improvements such as fees tied
to market capitalisation. It is good to see management
change being rewarded. We do not own the other listed
UK residential REIT, Grainger (-17.1%), which continues to
have a very low earnings yield alongside an excessive cost
structure.
Debt and equity markets
Equity issuance across the pan-European listed real estate
universe was once again limited. Several of the mergers
discussed elsewhere in this report involved the use of
shares as consideration, but there was very little fresh
equity raised. This stood in sharp contrast to debt markets,
which remained highly active over the year. EPRA recorded
€29.7bn of capital raised, a figure exceeded only in 2021
(€35.2bn) and 2017 (€33.6bn) which were very different
points in the interest rate cycle compared with 2025/26.
The other striking statistic is that only €1.1bn of that was
equity and rights issues. The first quarter of the calendar
year 2026 saw further improvement with €1.3bn of equity
and rights issues (out of a total of €8.2bn). Essentially,
the period under review can be characterised as one in
which there was plenty of demand for debt but little for
equity. The equity raises by Merlin, Unibail and Sirius have
been covered elsewhere. The only other of note was the
Swedish industrial name, Catena, which raised €260m
equivalent.
The debt capital raised was spread very broadly across
sector and currencies. Whilst rates have nudged upwards
as the Iran situation progresses, margin and spreads have
not widened significantly which is immensely encouraging
and supportive of the sector.
Investment activity – property shares
Portfolio turnover (purchases and sales divided by two)
was equivalent to 73% of assets. This was significantly
higher than the previous year (45%) and was driven by
heightened volatility, particularly in the first (April 2025)
and the last (March 2026) months of the financial year.
M&A activity, once again, had a disproportionate (albeit
positive) contribution to turnover where positions
such as Warehouse REIT were liquidated, or where the
consideration was in the form of shares (Urban Logistics
REIT). Whilst overall gearing only reduced slightly in the
year, there were some significant changes to the portfolio’s
largest positions.
German residential remains our second largest sub-sector
exposure. Given the high correlation to bund yields this
may surprise investors. However, we need to look beyond
that one statistic. In the half year report, I referenced our
continuing support for TAG (our largest overweight in
this sector); we participated in the capital raise to invest
more in Poland, where we remain optimistic about both
the ‘build to rent’ and ‘build to sell’ models utilised by the
company. Their Polish business, ROBYG, is also seeking
a listing which will help reduce its cost of capital. Our
other significant overweight position is in Phoenix Spree
Deutschland (2.8% of net assets) which owns residential
units only in Berlin and has commenced a return of capital
strategy through sales of apartments to existing tenants
or with vacant possession. In April, post our year end, the
company announced its first return of capital, equivalent
to 10% of the market cap. Vonovia, the largest listed
German residential business, and the largest company in
our benchmark, continues to shrink as a position in our
Annual Report & Accounts 2026 11
portfolio (now less than 3.5% of assets). It continues to
battle with the legacy of forced deleveraging after over
expansion in the previous era of ultra-low interest rates.
The new CEO has set metrics for investors to focus on but
this super-tanker will take years to generate meaningful
earnings from these other income streams. However, we
must remain cognisant of the fact that the sheer size of
this business (over 8% of our benchmark) does mean that
it remains the most liquid way of gaining rapid exposure
to this asset class, particularly if bond yields were to
compress.
Swiss property companies have long been an underweight
within the portfolio driven by their premium (i.e. expensive)
rating. However, the geo-political backdrop and elevated
market volatility has now justified the expensive pricing. At
the stock level, Swiss Prime Site has seen management
change and a renewed emphasis on building their asset
management business which continues to be highly
earnings accretive, justifying its position as our second
largest holding (6.4% of net assets).
The largest single position change in the year was
significant further investment in Merlin (5.3% of
assets). We moved from an underweight position to be
significantly overweight as we became more comfortable
with the timing of delivery, costings and returns from
the first phases of the data centre development pipeline.
Close to the year end, the company raised €768m to
further progress this capital hungry programme. The issue
price (at no discount to net asset value) reflects the huge
appetite for exposure to AI related infrastructure.
Segro has been a major underweight as we have favoured
LondonMetric and Tritax Big Box in the UK alongside
smaller, more agile developer names for exposure in our
preferred Continental European countries. However, the
sell off in March presented an opportunity to buy below
£7 per share. The stock had traded at over £14 per share
in late 2021. When generalist investors focus again on
this asset class, Segro is large enough to be of interest.
There were three UK companies where we moved from
either zero (or a very small position) to a more meaningful
holding. The first is Big Yellow Self Storage (3.3% of assets
additional investment in the year) and the thesis was
discussed earlier. Social Housing REIT (from nil to 1%
of assets) is a classic turnaround story. This externally
managed small cap owns supported housing across
the UK. Previously misunderstood and mismanaged, the
business has made great progress in rebuilding trust with
both tenants and shareholders under a new manager.
Finally, Hammerson (nil to 1% of assets). This stock has a
long history of rollercoaster performance. We believe that
the valuation of large malls has reached a nadir. They are
complex pieces of real estate requiring real operational
expertise. Institutional (i.e. passive) capital either needs
partners with equally deep pockets to continue the cycle
of capital expenditure or they need to withdraw from the
space. The huge adjustment in pricing of these (typically)
large lot sizes has been eye-watering but now is the time
to re-enter at these new price points.
In Sweden, the largest additions were in the industrial
sector, with two new holdings and additions to an existing
position. The latter was Catena, whilst in the large cap
space we returned to owning Sagax (now 1.7% of assets)
after selling out higher up. In the small cap arena we
opened a position in Swedish Logistics Property (0.8% of
assets) which does what it says on the tin and continues
to acquire at pace.
Reviewing our disposals, the largest was Unite (-4.6%
of assets, now a 0.5% holding), which was reviewed in
detail in the half year report. In more than 25 years of
fund management, I have never seen such a disastrous
corporate acquisition (the purchase of Empiric Student
Property) resulting in such an abrupt collapse in investor
confidence. Although both management and the board
were complicit in continuing with the acquisition whilst
simultaneously reporting a profit warning (on the dramatic
slowdown in the letting cycle) they should not hide behind
‘joint enterprise’. The board must hold management
hubris to account. They are not joined at the hip. The
share price fell 44% over the year, the board owe a duty
of care to shareholders and there must be accountability.
Our small current holding reflects a meek hope that good
governance will prevail.
The Paris office market remains polarised between
modestly healthy (and improving) core markets,
particularly for the best buildings and the rest. Investors
are still split on whether the sector has reached a nadir
on pricing or whether the rapid obsolescence seen in this
sub-sector (accelerated by the impact of the pandemic) is
a permanent feature. A reduction in the holding in Gecina
(from 4.9% to less than 1%) occurred over the year. Whilst
the average sale price was €81.0 per share, it ended the
year at €67.8 per share.
In the UK we exited from four holdings entirely, two of
those were M&A situations, Warehouse REIT and Urban
Logistics REIT. The former was a cash exit and for the
latter we received LondonMetric shares. Elsewhere
we sold out of Shaftesbury Capital, viewing it as a long
duration sensitive stock given the very low net initial yield
at the portfolio level. Our only pure UK office exposure was
Workspace and we exited on the grounds that whilst the
business is a turnaround story, it is a multi year narrative.
The seismic shift in outlook in March led us to reduce
exposure to the most leveraged businesses and they are
mostly Swedish. We sold out of Nyfosa (1.3% of assets),
Dios (0.8% of assets) and Platzer (0.6% of assets) all of
which operate with high levels of short term debt. Their
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
12 TR Property Investment Trust plc
Manager’s report
continued
respective business models rely on owning higher yielding
secondary property (each in different sectors/markets)
funded with cheaper costing debt. In an environment
where short term interest rates were falling, this was
attractive but, for now at least, we reserve judgement
on how they will fare if central banks pause to assess
inflationary impacts. Balder, alongside Wihlborgs, remain
our principal Swedish holdings but the interest rate outlook
has impacted all of these companies and we reduced
Balder from 3.5% to 2.3% of assets. Wihlborgs saw a
smaller reduction (-0.5%) given its lower leverage.
Supermarket Income REIT is performing well under its
energetic new CEO. The successful sale of a portfolio of
lower yielding assets into a joint venture with Blue Owl
gave them much needed capital to make further accretive
acquisitions. The reduction in our holding (from 2.2% to
0.5% of assets) reflects our concerns over the cost of
impending refinancings and rate sensitivity for these long
duration assets. However, I fully expect to own more of
this company in the future. The asset class has sound
fundamentals. Online sales for grocery – unlike other
retailing – requires execution via the store network. Simply
put, grocery businesses need physical stores.
Physical property portfolio
The direct property portfolio produced a total return of
+7.7% over the 12 months, made up of a capital return of
4.2% and an income return of 3.5%. In comparison, the
MSCI All Property Monthly Index produced a total return of
+6.5%, made up of a capital return of 0.8% and an income
return of 5.7%.
It was a busy year, especially the second half which saw
the completion of 10 asset management transactions
across two assets, Wandsworth and Bicester. In
Wandsworth we completed the second phase of our net
zero refurbishment programme. This covered three units
and one has been let at a record rent per square foot
(‘PSF’) for the estate. We also completed two new lettings
and four lease renewals on unrefurbished space, providing
short term income as we work through the phased
refurbishment.
At our multi-let industrial estate in Bicester, purchased in
November 2024, we have completed two important lease
renewals. Analytichem, a life science business, signed a
new 15 year lease at £11 PSF with five yearly index reviews
on their 37,000 square foot manufacturing facility. This is
a 44% increase on the passing rent and secures 35% of
the estate’s income for an extended period. In addition, we
have completed the lease renewal to Royal Mail. Following
a protracted negotiation we secured a 78% increase in
the passing rent on a new 10 year lease. Overall, since
purchase we have increased the income from the estate
by 20% with further asset management negotiations
ongoing.
We aim to increase the physical property portfolio as
opportunities arise, as well as complete the refurbishment
programme at our Wandsworth industrial estate.
Revenue and Revenue Outlook
Earnings for the year finished 21.8% ahead of the previous
year at 15.81 pence per share after benefitting from the full
year impact of both dividend growth and the reinstatement
of dividends previously suspended, as set out in the half
year narrative.
The physical real estate portfolio contributed to the
increase in revenue through a combination of the
Company’s first full year of ownership of both the Launton
Business Centre in Bicester and the industrial unit in
Northampton, together with the continued development of
Ferrier Street Studios in Wandsworth.
Although we have seen a general increase in dividends,
corporate activity has in some cases resulted in a fall in
the income received post transaction. However, in total
return terms, this activity is positive.
The dividend for the current year is 98% covered with only
a small contribution from our revenue reserve.
Disappointingly, Castellum, over 1% of our portfolio, has
announced that it will be suspending dividends and giving
the return to shareholders through share buy backs. We
have a number of companies that follow capital return
strategies in preference to paying dividends and this does
lower our income. If this trend increases, that effect will
become more significant. Lower gearing levels reduce
the income account. As a result, to allow us to continue to
manage our portfolio with the objective of maximising the
overall return (and protecting capital by de-gearing when
appropriate) whilst still offering our shareholders a reliable
dividend, we anticipate some level of contribution from the
revenue reserve more frequently going forward. Although
generally this will be modest, it is likely to vary and is also
a recognition of the way in which some of our companies
are delivering their return to shareholders.
Gearing and Debt
The level of gearing was reduced in March 2026, ending
the financial year at 15.3%, down from 18.5% at the prior
year end and at its lowest level during the 12 month period.
The refinancing of the Euro loan notes in February 2026
has been covered in the Chairman’s Statement. A modest
£15m of sterling loan notes remain and these are due to
be repaid in February 2031. The Euro loan notes served
us well and although the rates were not attractive for this
particular refinancing, we will remain engaged with this
market, watching for future attractive opportunities.
Annual Report & Accounts 2026 13
The RBSI £30 million and £60 million facilities were both
renewed in October 2025 and February 2026 respectively.
The majority of the Company’s debt is now through
multicurrency revolving facilities of various maturity
dates, together with financing through CFDs. This funding,
although not offering any certainty on interest rates,
is highly flexible with the ability to repay and redraw, a
valuable commodity when the markets can be quite
volatile.
During the year we continued to increase the number
of providers of contracts for difference (‘CFDs’) with
the introduction of Morgan Stanley and UBS, alongside
Goldman Sachs. This has provided greater flexibility and
wider pricing options.
The overall cost of debt has eased slightly during the last
twelve months with UK and Euro zone interest rates having
reduced as inflation fell but the war in the Middle East has
stalled any hopes of further cuts in the short to medium
term, with a potential risk of an increase in interest rates to
counter rising inflation.
Outlook
For listed real estate, the road ahead is not invisible, but
the weather is unsettled. Property fundamentals are
pointing in the right direction. It is the macroeconomic
backdrop – geopolitics, inflation and bond yields – that is
likely to keep blowing mist across the windscreen.
Geopolitical events have again reminded investors that
listed real estate is not immune from wider market
shocks, particularly when those shocks feed directly into
energy prices, inflation expectations and bond yields.
Caution, therefore, remains the watchword. But caution
is not the same as pessimism. The recurring frustration
is that share prices have once again been blown
around by macroeconomic weather, while the property
fundamentals underneath have continued to improve.
Across most property sub-sectors, the simple equation
remains supportive: there is too little new development,
too little good-quality space, and a growing willingness
from occupiers to pay for the assets that work for their
businesses. CBRE expects European real estate returns
in this cycle to be driven more by income and asset
management than by a return to cheap money; while
highlighting persistent supply-demand imbalances in
living, renewed demand for offices, stronger prime retail
rents and continued, long-term pressure on data centre
capacity.
This is particularly important because the lack of supply is
not a short-term aberration but the consequence of years
of higher construction costs, expensive debt, planning
delays, environmental requirements and developer
caution. Nobody is building shopping centres. Very few
are building the sort of high-quality offices occupiers now
demand. Logistics development has slowed materially
from the excesses of the post-pandemic boom, while
in residential the shortage is so obvious that it barely
requires repeating. The result is that best-in-class assets
are increasingly scarce and scarcity is a powerful friend to
those with the right buildings in the right locations.
Prime rents continue to rise across the main European
property sectors. Cushman & Wakefield’s first quarter
2026 data shows positive quarterly rental growth across
offices, high street retail and logistics at the all-Europe
level, with office rents up 4.4% year-on-year, high street
rents up 4.1% and logistics rents up 3.1%. European
office vacancy remains highly polarised, with prime CBD
availability far tighter than peripheral markets. In plain
English, there is no shortage of tired space in the wrong
place but there is a shortage of the right space in the right
place.
The lending market is sending the same message.
Competition among lenders is compressing margins
even though borrowing costs remain higher than they
were in the free-money years. CBRE expects real estate
financing to remain supportive in 2026, with strong lender
appetite and pressure on margins, while listed real estate
bond issuance is recovering strongly and real estate bond
spreads have tightened to multi-year lows. This matters
enormously. Real estate is, and always will be, a debt-
influenced asset class.
Equity markets, by contrast, remain rather less
enthusiastic. Listed real estate continues to occupy a
forgotten corner of the market. That neglect is frustrating
but it is also the opportunity. EPRA data shows that
European listed real estate was trading at an average
discount of 27% to NAV in late 2025, a level seen in only a
small minority of monthly observations since 1989. Wide
discounts do not by themselves guarantee returns but
they do create a very helpful starting point for investors
with patience and a willingness to distinguish between the
(rightly) cheap and the genuinely undervalued. If public
markets continue to refuse to value these assets sensibly,
others will, as evidenced by the M&A activity discussed
earlier in this, and previous, reports. Whilst the sector’s
average discount to NAV offers an attractive entry point
for private equity, that buying cohort also needs cheap
funding. It is therefore not a surprise that public-to-public
mergers have accounted for the majority of M&A activity
since 2021. The net result is a structurally healthier pool of
larger vehicles with better liquidity.
This matters not just for institutions but for retail investors
too. Direct property investment – in the UK at least –
has become an increasingly fraught business, with tax,
regulation, financing costs and political scrutiny all making
the role of the private landlord less attractive than it once
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
14 TR Property Investment Trust plc
Manager’s report
continued
was. Listed real estate offers a cleaner route to many of
the sector’s virtues: access to an illiquid asset class in a
liquid format, with professional management, governance
oversight, income that can grow as rents track inflation
and economic growth over time – and real asset-backed
returns that are not reliant on runaway exuberance.
This environment should suit active management. The
easy part of the cycle, if there ever was one, is behind us.
The next phase will not reward broad-brush exposure to
“property”, but selectivity. It will reward balance sheets
that can take advantage of disruption rather than become
victims of it. It will reward companies able to capture
reversionary income, recycle capital intelligently and
resist the temptation to chase NAV growth for its own
sake. It will also punish, as it always does eventually, poor
governance, weak alignment and assets whose valuations
rely more on hope than cashflow.
We have entered the new financial year with a degree of
humility about the macroeconomic backdrop, but with
conviction in the underlying thesis. The assets we want
to own are scarce, rents are rising, debt markets are open
and listed valuations remain compelling. That combination
does not remove volatility but it does provide fertile ground
for long-term returns. In a market still inclined to ignore the
sector, we believe the patient value investor is being paid
to wait.
Marcus Phayre-Mudge
Fund Manager
9 June 2026
Annual Report & Accounts 2026 15
Responsible investment
Introduction
The Board recognises the importance of considering
Environmental, Social and Governance ('ESG') factors
when making investments and in acting as a responsible
steward of capital. This covers the Company's own
responsibilities on governance and reporting and through
responsible ownership of the investments that are made
on its behalf by its Portfolio Manager (the 'Manager').
1. The Company's own approach to Corporate
Governance and Reporting
Maintaining a high level of governance and disclosure in
the Company’s own operations and reporting is extremely
important. Our Manager is encouraging and supporting
this from the companies in which we invest and we cannot
fall short of these standards ourselves. The Company’s
compliance with the AIC Code of Corporate Governance is
detailed in the Corporate Governance Report on page 46.
Under Section 414 of the Companies Act 2006 there is
a requirement to detail information about employee and
human rights, including information about any policies
in relation to these matters and the effectiveness of
these policies. As the Company has no employees, this
requirement does not apply. The Company is not within
the scope of the UK Modern Slavery Act 2015 because it
has not exceeded the turnover threshold and is therefore
not obliged to make a slavery and human trafficking
statement. The Directors are satisfied that, to the best
of their knowledge, the Company’s principal suppliers,
which are listed on page 113, comply with the provisions
of the UK Modern Slavery Act 2015. These are principally
professional advisers and service providers in the financial
services industry, consequently the Board considers the
Company to be low risk in relation to this matter.
The Board meets the FCA Listing Rules targets on diversity
and inclusion. The Board’s diversity policy is outlined in
more detail in the Corporate Governance Report.
The activities of the Nomination & Remuneration
Committee in relation to Board changes are referred to in
the Nomination & Remuneration Committee Report on
page 52.
The Company has no greenhouse gas emissions to
report from its operations, nor does it have responsibility
for any other emissions producing sources under the
Companies Act 2006 (Strategic Report and Directors’
Reports Regulations 2013). It is exempt from reporting on
its energy and carbon emissions under the Streamlined
Energy and Carbon Reporting requirements.
Investment trust companies are exempt from reporting
against the Task Force on Climate-Related Financial
Disclosures ('TCFD')
1
, however, the Financial Conduct
Authority ('FCA') regulations require the Company’s AIFM
to report against TCFD at both the AIFM and product level.
Therefore the AIFM has published a TCFD disclosure
specific to the Company’s portfolio which is available on
the Company's website (https://www.trproperty.com/
documents/). The AIFM has produced a report on its
overall climate change approach, which is structured using
the TCFD categories and is available on its website.
2. Our Portfolio Manager’s Approach to ESG
Our Portfolio Manager’s primary duty is to pursue the
objective set out at the beginning of this annual report,
which is to invest in property and property related
companies with the objective of exceeding the returns of
our benchmark.
The Company has not set out to be an investment
fund with any ESG or sustainability characteristics.
However, as a long-term investor, governance and
sustainability considerations are embedded in our
Manager’s investment process. ESG risk assessments
and considerations are factors which can feed into the
investment decisions taken by the Manager. This reflects
the belief of our Manager that investee companies that
have strong governance combined with a responsible
approach to social obligations and the commitment to
protect the environment can help enhance shareholder
returns in the long term.
LISTED EQUITY PORTFOLIO
Our Portfolio Manager’s approach has not changed from
the prior year, most of the narrative remains the same as a
matter of record for new readers.
As a dedicated investor in the property sector our Manager
does not have to consider some of the more controversial
areas of what is ethical investment. However, we are
investing in buildings where construction and ongoing
management have a direct impact on the environment.
All property is in some way delivering a social purpose.
Modern building practices are very much more focused
on reducing energy consumption and efficiency than in
the past. Properties have varying lifespans but are built
for the long term. Older buildings which are less energy
efficient than their modern counterparts are a fact of
life and their replacement has wider environmental and
social repercussions as well as huge cost implications.
They are going to form part of the investible universe for
the foreseeable future and their efficient improvement
and management is just as important as ensuring new
developments follow the highest possible environmental
standards. Although older buildings will most likely show
inferior "scores" to their more modern counterparts on
a number of environmental measures, we are looking
¹ The TCFD was disbanded in December 2023, after its final status report was issued. However, companies continue to utilise its climate reporting framework.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
16 TR Property Investment Trust plc
Responsible investment
continued
for demonstration of best efforts by issuers to improve
these measures, recognising that there will be limitations
on what can be achieved but wanting to see a positive
direction of travel.
There are two fundamental considerations to investment
in property companies: the assets themselves and their
management. The Manager seeks to invest in long-term
assets which are managed by quality teams in a well
governed corporate structure. As a result, there has been
a long-standing and strong culture of stewardship in the
Manager’s investment approach. The Manager believes
that engaging with companies is best in the first instance,
rather than simply divesting or excluding investment
opportunities. However, there are instances where
governance matters have driven a decision not to invest in
a company. As one of the largest teams investing in pan-
European real estate equities, our Manager meets with
a significant number of management teams of investee
and potential investee companies each year and has a
robust record of engagement, with an agenda of reducing
risk, improving performance and encouraging best
practice. This is augmented by the strength of Columbia
Threadneedle's Responsible Investment team and its
broader engagement. Over the course of the year, our
management team participated in 332 individual or group
meetings with companies and their management teams.
The Manager analyses all the information available
to support their engagement with companies on ESG
matters.
Corporate Governance disclosure requirements have
increased transparency enormously in recent years and
enabled closer scrutiny and engagement on Governance
issues for some years. Environmental measures are
widely reported, with formal disclosure requirements being
placed upon our investee companies, the Manager is more
readily able to scrutinise other measures such as climate
change and sustainability policies and outcomes.
However, the Board and Manager are still of the view that
the ESG rating industry and its approach and processes
has significant limitations, making it difficult to draw
true comparisons and make fully informed decisions.
The assessments from the various data providers
reach different conclusions as they do not all score in a
consistent way. Some of the assessments are subjective
and different data providers have different definitions and
criteria.
This may eventually converge into some form of
consensus or standardisation but it still has some way
to go. Conceptually, making ESG comparisons between
companies and portfolios appears simple, but it is actually
rather complex and it is important to ensure that valid
comparisons are being made. As the shortcomings are
being uncovered and the different approaches highlighted
we hope that this will put pressure on the data providers to
improve the quality and clarify the basis of their analysis.
The data services are subscribed to so have to be fit for
purpose.
Our Manager's own company database covers financial
and operational information together with extensive
modelling. ESG data is being collated alongside this,
having noted the shortfalls above allowing comparisons
to be made between the various data sources for a single
company and interrogated rather than relying on high level
“scores”. Interactions with companies on ESG matters are
noted and progress, or otherwise, can be tracked more
efficiently.
The Manager continues to dedicate direct resource to
the analysis of the information available and also has the
benefit of input from its Responsible Investment team.
This aims to improve the Manager’s ability to engage
with investee companies on environmental matters and
assist in the consideration of ESG factors as part of overall
investment analysis.
Governance
Governance covers matters such as board structure;
effectiveness, diversity and independence, executive
pay and criteria, shareholder rights and financial and
governance reporting and standards.
Exercise of Voting Power and engagement
The Manager has a corporate governance voting policy
which, in its opinion, accords with current best practice
whilst maintaining a primary focus on financial returns.
The exercise of voting rights attached to the portfolio has
been delegated to the Manager. Where practicable, all
shareholdings were voted at all company meetings in the
financial year in accordance with Columbia Threadneedle’s
own corporate governance policies. This ensures that a
strong, consistent approach is taken to proxy voting which
backs up and reinforces engagement, takes a robust
line on key governance issues such as executive pay
and integrates consideration of environmental, social &
diversity issues and sustainability practices into the voting
process.
Columbia Threadneedle’s Stewardship Report 2025
provides more information on its firm-level stewardship
policies, as well as how these comply with the
expectations of the UK Stewardship Code 2020 to which
the Manager is a signatory. Its statement of
compliance can be found on the website at
https://www.columbiathreadneedle.com/en/.
Annual Report & Accounts 2026 17
During the financial year, the Manager voted on
792 proposals across 50 meetings. Votes against
management were 5.3% of total items voted. Of the items
voted against, the proposals can be broadly categorised
as follows:
36%
26%
12%
Remuneration
Capitalisation
Director election
Routine business
Director related
17%
7%
Audit related
2%
Social
All buildings have a social function, providing places to live,
work, eat, shop, store etc. Management of buildings needs
to ensure any social obligations to the occupants are
met in terms of health & safety, employee management
and wellbeing and commitment to communities. Most of
these obligations are the responsibility of the tenant but
our investee companies are obliged to report on matters
affecting their own employees and such statements are
considered.
Environmental
Environmental policies in the property sector focus largely
on sustainability and climate change. Climate change is
one of the defining challenges of modern times.
The management team have sourced data and
research from several providers, including the Columbia
Threadneedle Responsible Investment team and MSCI.
The quantity and depth of data available in our sector
varies greatly; the larger companies now have teams
dedicated to providing environmental impact data and
reporting. However many of our companies are small and
do not currently have the resources to contribute data
to the organisations providing analysis to the investor
community. As a consequence, we see strong correlations
between company size, maturity and overall scores.
Since our investment strategy leads us to own focused
mid-sized companies in preference to some of the larger
diversified companies, the portfolio's overall ESG score
might tend to be lower than the wider benchmark. The
rigour of our process ensures that these companies
receive scrutiny by the team.
DIRECT PROPERTY PORTFOLIO
Over the past 12 months we reduced the carbon
intensity of the direct portfolio. We replaced score-
based benchmarking frameworks such as GRESB with
transparent, measurable targets.
We achieve decarbonisation through targeted,
commercially viable interventions that reduce operational
carbon emissions. Twelve months ago, we introduced an
ESG KPI framework split into two categories: Hard KPIs
with quantitative outputs tracked annually on a like-for-
like basis and Soft KPIs focused on best practice and
stakeholder engagement.
KPI Performance
Data Collection
Measuring utility consumption from the direct property
portfolio is critical to our decarbonisation journey.
Understanding electricity and gas consumption allows
accurate measurement of carbon emissions. The data
enables asset-level monitoring, assessment of portfolio
carbon intensity and modelling of decarbonisation
interventions using the Sierra+ platform to evaluate each
asset's decarbonisation pathway.
Collecting energy consumption data is complex, involving
multiple third parties (tenants, utility companies, data
providers, collection platforms), each with different
software and protocols. We are transitioning to automated
meter readers (‘AMRs’) connected to our Sierra+ platform
as a central collection hub. However, AMR installation is
slow and requires tenant agreement in occupied buildings,
which is not always forthcoming.
Between 2024 and 2025, we collected data on a
consolidated asset basis. Over the last 12 months we
transitioned to a granular unit-by-unit approach. This
unit-level data delivers a more accurate profile of carbon
consumption across the direct portfolio, enabling us
to identify consumption trends and pinpoint specific
areas for improvement. We managed the transition from
consolidated to unit-level data carefully, limiting any
potential dataset overlap to a brief transitional period.
Data coverage across the portfolio increased significantly
over the last 12 months. The electricity target was 100%;
we achieved 99% (100% on landlord areas, 99% for
occupiers). We missed the target for tenant areas because
some occupiers will not share consumption data. We
continue working with these occupiers to enable data
sharing opportunities.
We achieved 100% gas data coverage, exceeding the 75%
KPI target. We can now interrogate this data to ensure
maximum accuracy. High-quality, accurate consumption
data is fundamental to effective decarbonisation.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
18 TR Property Investment Trust plc
Responsible investment
continued
Carbon Intensity
Carbon intensity measures CO2 emissions per square
metre, allowing consistent comparison between
properties over time. As property managers, we influence
some factors in the carbon intensity calculation but not all.
The biggest driver is how tenants use the property. In our
industrial buildings, a manufacturing user generally has
higher carbon intensity than someone storing goods at
ambient temperature.
The KPI was a 7% like-for-like reduction in carbon intensity
from the physical property portfolio over 12 months. Data
collection and quality are critical to measuring this metric.
Over 12 months, carbon intensity reduced by 18%. This
higher-than-expected improvement is predominantly due
to three key factors at Ferrier Street in Wandsworth:
• First, since the phased refurbishment program started
in April 2024, gas consumption from the estate fell
significantly with 10 gas supplies removed. Solar PV
installation on the five refurbished units continued to
reduce carbon intensity from this property;
• Second, higher vacancy rates at Ferrier Street over
the last 12 months reduced overall gas and electricity
consumption for the estate; and
• Third, we refined our data collection approach as
outlined above. While the impact is low, there may have
been a brief overlap when both consolidated data and
unit-level data were collected. Given that data quality is
now significantly better, this should not impact carbon
intensity calculations for the forthcoming year, ensuring
more accurate output aligned to the KPI.
Renewable Energy
The target was to install an additional 400 kWp of solar
power within the direct portfolio. During the year we
installed 54 kWp of solar capacity at our industrial estate
in Wandsworth. We carried out feasibility reviews to
install two solar PV systems equating to 450 kWp with
two tenants. After the year-end, we agreed to progress
with the installation of a 240 kWp system in Bicester but
the second system will not progress due to lack of tenant
support.
Objective Action KPI
HARD
1) 100% Data
Collection
Collect consumption data (Landlord and
Occupier) for
o Electricity
o Gas
Monitor data and quality via data
platform (Siera+)
Target
o Electricity 100%
o Gas 75%
Quarterly Data meeting.
2) Reduce
Carbon
Intensity by
7%
o Electricity
– Increase onsite generation via PV
installations
o Gas
– Remove gas supplies from
properties
o Install 400 kWp of PV systems
(subject to Grid Applications)
o Decommission and remove 20%*
of gas supplies within the direct
portfolio.
*at least 4 supplies
3) 2030 MEES
(1)
Compliance
Improve EPC exposure to B ratings and
above
o 20% improvement in EPC B ratings
and above
SOFT
4) Occupier
Engagement
o Continue quarterly newsletters,
occupier satisfaction and
sustainability engagement survey
and occupier events
o Produceasustainabilityfit-outguide
o Social engagement
o Quarterly newsletters
o Occupier survey within Q1
o Published by Q2
o Engage with the local community at
eachmulti-letasset
5) Governance
o Quarterly sustainability committee
meetings
o Staff ESG Training
o Data quality analysis through
environmental consultant
o Supply chain analysis
o Maintain quarterly meetings
o Ongoing
o Ongoing
o Review contractor tender documents
¹ Minimum Energy Efficient Standards
Annual Report & Accounts 2026 19
While we want to install more solar generation across
the portfolio, this must be commercially viable on a
project-by-project basis. On larger systems, an agreement
with an occupier to buy the electricity generated is
critical. As electricity prices fell during 2025, the financial
attractiveness of onsite solar generation reduced. With the
start of the Iran war in February, energy cost and security
is now a top priority for many occupiers and we have seen
renewed interest to engage from occupiers.
Given the smaller scale of landlord consumption,
installing solar PV to power these areas would not be
commercially viable. We therefore procure all energy from
certified renewable sources, backed by Ofgem-regulated
Renewable Energy Guarantees of Origin (‘REGO’) to drive
the reduction in operational carbon emissions from the
direct portfolio further.
Gas Supplies
Natural gas is one of the largest contributors to the carbon
intensity of the direct portfolio. Over the last 12 months,
four of our 23 gas supplies were removed from individual
units. Two removals were occupier-led as they switched
their utility consumption to fully electric supply. We
successfully met this KPI and will continue to identify gas
supplies for removal in the forthcoming year.
Energy Performance Certificates (EPC)
As at 31 March 2026, the proportion of units rated B and
above increased from 39% to 50%, achieving this KPI.
The lowest rating in the portfolio is D; we now have only
two units in the direct property portfolio with this rating,
primarily due to their reliance on gas.
All refurbishment projects for the direct property portfolio
must achieve a minimum EPC rating of B, reflecting our
commitment to achieving 2030 MEES compliance and
mitigating stranded-asset risk across the portfolio. As the
phased refurbishment at Ferrier Street progresses, this
will continue to strengthen the EPC profile for the direct
portfolio.
Occupier Engagement
Occupier behaviour accounts for the majority of energy
consumption within the direct portfolio. Collaboration
with tenants is central to achieving the direct portfolio's
decarbonisation targets. In collaboration with our
managing agent, occupier engagement initiatives
include quarterly communications: newsletters, direct
sustainability engagement with tenants and an occupier
survey. The survey is carried out in the first quarter to
ascertain how engaged our occupiers are in understanding
and reducing their carbon intensity. Ongoing discussions
have evolved with occupiers to identify how we can
support them on their decarbonisation journeys with
initiatives such as EV charging points and upgrading to
LED lighting.
Units 12, 13 & 14 Ferrier Street
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
20 TR Property Investment Trust plc
We continued to support the local communities
surrounding our assets. This included extending the
lease to the Wandsworth Foodbank at Ferrier Street,
which remains pivotal to their work supporting people
and families facing hunger in Wandsworth. In 2025 they
provided more than 13,000 emergency food parcels to
local people facing hardship.
Governance
The Sustainability and Social Responsibility Committee
provides formal governance oversight of the ESG strategy.
This governance structure ensures sustainability risks
and opportunities are integrated into asset management
decisions. Quarterly meetings enable transparent
monitoring of progress against KPIs with ESG embedded
within wider direct portfolio strategy.
We work in close partnership with our property managers
(MK2) and data management consultant (Evora) to ensure
high-quality data capture, consistent methodology and
timely performance review.
Looking Ahead
This reporting cycle marks a transition towards more
financially integrated, outcome-driven ESG reporting.
Over the coming years, we will refine the metrics further
and strengthen data quality to provide further insight on
decarbonisation interventions.
We remain committed to measured, commercially
credible decarbonisation whilst maintaining transparency
with shareholders and stakeholders and protecting and
enhancing the long-term value of the direct property
portfolio.
The KPIs for the forthcoming year remain unchanged
from those set 12 months ago. These remain ambitious
and achievable as we navigate interventions focused
on a balance of demonstrable carbon, operational and
financial outcomes, rather than indirect or score-driven
ESG initiatives.
Responsible investment
continued
Annual Report & Accounts 2026 21
Portfolio
Distribution of Investments
as at 31 March
2026
£’000
2026
%
2025
£’000
2025
%
UK Securities
- quoted 351,894 31.3 388,795 35.7
UK Investment Properties 64,159 5.7 61,519 5.7
UK Total 416,053 37.0 450,314 41.4
Continental Europe Securities
- quoted 713,134 63.4 636,031 58.4
Investments held at fair value 1,129,187 100.4 1,086,345 99.8
- CFD (liabilities)/assets
1
(4,997) (0.4) 1,688 0.2
Total Investment Positions 1,124,190 100.0 1,088,033 100.0
Investment Exposure
as at 31 March
2026
£’000
2026
%
2025
£’000
2025
%
UK Securities
- quoted & unlisted 351,894 28.9 388,795 31.9
- CFD exposure
2
8,589 0.7 42,698 3.5
UK Investment Properties 64,159 5.4 61,519 5.1
UK Total 424,642 35.0 493,012 40.5
Continental Europe Securities
- quoted 713,134 58.5 636,031 52.1
- CFD exposure
2
79,610 6.5 89,810 7.4
Total investment exposure
3
1,217,386 100.0 1,218,853 100
Portfolio Summary
as at 31 March
2026 2025 2024 2023 2022
Total investments £1,129m £1,086m £1,112m £949m £1,555m
Net assets £1,058m £1,038m £1,116m £968m £1,563m
UK quoted property shares 31% 36% 34% 41% 33%
Overseas quoted property shares 63% 58% 63% 51% 60%
Direct property (externally valued) 6% 6% 3% 8% 6%
Net Currency Exposure
as at 31 March
2026
Company
%
2026
Benchmark
%
2025
Company
%
2025
Benchmark
%
GBP 26.6 26.7 31.1 31.2
EUR 44.3 44.1 42.4 41.9
CHF 15.1 14.8 11.1 11.2
SEK 13.9 13.9 15.3 15.2
NOK 0.1 0.5 0.1 0.5
¹ Net unrealised gain/(loss) on CFD contracts held as balance sheet (liabilities)/assets.
2
Gross value of CFD positions.
3
Total investments illustrating market exposure including the gross value of CFD positions.
UK Securities
UK Property
Continental Europe
Securities
CFD (liabilities)/assets
Securities
UK Property
33.2%
6.1%
60.2%
94.6%
5.4%
31.3%
5.7%
63.4%
(0.4)%
94.6%
5.4%
31.3%
5.7%
63.4%
(0.4)%
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
22 TR Property Investment Trust plc
Investment portfolio by country
as at 31 March 2026
Market
value
£’000
% of total
investments
Belgium
Aedifica 42,419 3.8
Warehouses De Pauw 36,388 3.2
Montea 12,617 1.1
91,424 8.1
France
Argan 41,736 3.7
Unibail-Rodamco-Westfield 28,439 2.5
Klepierre 23,526 2.1
Covivio 10,617 0.9
Gecina 9,900 0.9
Carmila 5,434 0.5
119,652 10.6
Germany
TAG Immobilien 63,255 5.6
Vonovia 36,273 3.2
LEG Immobilien 35,682 3.2
135,210 12.0
Ireland
Irish Residential Properties 23,373 2.1
23,373 2.1
Italy
Immobiliare Grande 75 -
75 -
Netherlands
Eurocommercial Properties 11,129 1.0
CTP 10,645 1.0
Wereldhave 1,591 0.1
23,365 2.1
Spain
Merlin Properties 47,737 4.3
47,737 4.3
Sweden
Fastighets Balder B 23,828 2.1
Intea 22,415 2.0
Wihlborgs 22,184 2.0
Sagax 17,489 1.5
Catena 14,093 1.2
Pandox 13,778 1.2
Castellum 13,105 1.2
Swedish Logistics 8,039 0.7
Fastighets NP3 6,435 0.6
Fabege 5,513 0.5
Samhallsbyggnadsbolaget 2,006
0.2
148,885 13.2
Market
value
£’000
% of total
investments
Switzerland
Swiss Prime Site 75,974 6.8
PSP Swiss Property 46,534 4.1
Hiag Immobilien 905 0.1
123,413 11.0
United Kingdom
LondonMetric Property 51,815 4.6
SEGRO 50,963 4.5
Picton Property Income 39,143 3.5
Big Yellow Group 36,529 3.3
Tritax Big Box REIT 29,477 2.6
Phoenix Spree Deutschland 27,176 2.4
Primary Health Properties 24,555 2.2
Safestore 18,497 1.7
LandSec 13,828 1.2
Hammerson 13,005 1.2
Sirius Real Estate 11,730 1.0
Social Housing REIT 9,422 0.8
Schroder REIT 9,408 0.8
Unite Group 5,585 0.5
Supermarket Income REIT 4,835 0.4
Target Healthcare 3,919 0.4
NewRiver REIT 2,007 0.2
351,894 31.3
Direct Property 64,159 5.7
CFD Positions (included in current
assets and liabilities) (4,997) (0.4)
Total Investment Positions 1,124,190 100.0
Notes
> Companies shown by country of listing.
> The above positions are the physical holdings included in the investments held at fair value in the Balance Sheet. The CFD positions are the net of the profit or loss on
the CFD contracts (i.e. not the investment exposure) included in the Balance Sheet current assets and liabilities.
Annual Report & Accounts 2026 23
Twelve largest equity investments
as at 31 March 2026
† Notes:
> The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio.
> The five-year total shareholder returns are the returns in the local currency of the holding.
Swiss Prime Site is one of the largest real
estate companies in Switzerland, with a
diversified portfolio of real estate assets,
coupled with a leading real estate investment
(asset management) business. It owns a
diversified real estate portfolio, which was
valued at CHF13.9bn, comprising of offices
(c.49% of value), retail (c.20%), logistics
(c.9%), hotels (c.7%), with the residual c.15%
of assets in land and other uses.
Despite a slowdown in the number of
transactions, underlying property markets
in Switzerland appear to remain quite
supportive, as the handful of transactions
that did take place were supportive of existing
asset values, especially for prime assets.
While tenant demand remains healthy with
polarisation observed benefitting the high-
quality prime portfolios, which tend to be
owned by the listed companies.
Over the past three years, SPS has made
significant strategic inroads (with the sale
of Wincasa Group, a real estate services
company), an exit from the retail business
(Jelmoli), the acquisition of an asset manager
(Fundamenta), opportunistic equity raises
to fund attractive acquisitions last year and
scale its asset management business (e.g.,
the listing of its commercial real estate fund
earlier this year). Meanwhile, the underlying
business continues to perform well, with like-
for-like rent growth of +2%, helped by strong
indexation prints with portfolio vacancy
in check (at just 3.3%). The five-year total
shareholder return has been +127.5%.
2
31 March
2026 2025
Shareholding
value £76.6m £59.0m
% of investment
portfolio
†
6.3% 4.8%
% of equity
owned 0.6% 0.6%
Share price € 94.90 € 77.90
31 March
2026 2025
Shareholding
value £76.0m £36.9m
% of investment
portfolio
†
6.2% 3.0%
% of equity
owned 0.7% 0.3%
Share price CHF 135.0 CHF 108.6
1
Unibail-Rodamco-Westfield is a French
REIT, which owns, operates, and manages
a portfolio of shopping centres spanning
Europe, the UK and the US. At the end of
2025, the company owned a portfolio of
c.€42bn, with major exposures in southern
Europe (c.45% of value), central Europe
(c.22%), the US (c.18%), and northern
Europe (c.14%). The company's high-quality,
flagship shopping centres observed rental
growth of +3% year-over-year, benefitting
from underlying indexation (in Europe),
positive reversion on releasing/relettings
and occupancy improvements across the
portfolio.
The strong underlying fundamentals of the
prime portfolio has permitted the company
to continue to right size the portfolio by
selling non-core assets and improve margins,
maintaining its credit rating while using a
“capital light” approach to continue to drive
earnings growth. As outlined at its recent
capital markets day, management now
expects consecutive multi-year dividend
increases, supported by a return to topline
growth. Specifically, management has
outlined a plausible plan to further leverage
the Westfield brand and platform alongside
its attractive digital market capabilities
to drive efficiencies and new revenues
channels for its own portfolio as well as
third parties, such as its recent franchising
deal with Cenomi Centers in Saudi Arabia.
The company continues to benefit from the
advice and experience of board member,
Xavier Niel, who alongside his family own
a c.25% stake in Unibail and have been
influential in their renewed strategic direction.
The five-year total shareholder return has
been +54.0%.
TAG is a German-listed residential company,
which own a portfolio of c.€7bn, split
between Germany (c.78% of value) and
Poland (c.22%). It owns a high-yielding,
residential portfolio focused on locations
in Eastern Germany, with long-term rental
growth potential. In recent years, it has
entered the Polish residential market, via
two landmark acquisitions helping it attain
attractive development and standing assets.
It acquired Vantage Development, a build-
to-rent residential platform (in November
2019), followed by the acquisition of Robyg,
the largest housebuilder in Poland (in March
2022), and followed this by agreeing to
acquire a large portfolio from Resi4Rent (in
August 2025), which bolsters its position in
the market with exposure to several of the
major cities.
Despite German residential asset values
coming under pressure over the past 24
months, management has proactively
disposed of non-core assets, helping to keep
its balance sheet in check and permitting the
company to be the first among its peers to
return to growth of its FFO on a year-on-year
basis. Additionally, the portfolio continues
to boast a robust operational performance
with consecutive improvement observed in
portfolio vacancy level which now sits at just
3.6% and a healthy rent growth of +3% year-
on-year during 2025. This was supported
by an ongoing supply demand imbalance
in Germany coupled with the relatively
strong fundamentals also observed in the
Polish residential market. The five-year total
shareholder return has been -33.5%.
3
31 March
2026 2025
Shareholding
value £63.3m £50.3m
% of investment
portfolio
†
5.2% 4.1%
% of equity
owned 2.8% 2.7%
Share price € 13.44 € 12.58
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
24 TR Property Investment Trust plc
31 March
2026 2025
Shareholding
value £52.6m £73.4m
% of investment
portfolio
†
4.3% 6.0%
% of equity
owned 1.2% 2.0%
Share price 182p 183p
Merlin Properties is a Spanish-listed
diversified REIT, which owns, operates, and
manages a portfolio spanning Portugal and
Spain. At the end of 2025, its portfolio was
valued at c.€13bn, comprising of offices
(c.59% of value), where the company focuses
its exposure on major cities, primarily Madrid
and Barcelona. Additionally, the company
owns prime shopping centres (c.19%), and
logistics (c.13%), with the remaining c.8%
of assets in its rapidly growing data centre
portfolio.
As a result of inflation and continued strong
tenant demand in the Spanish market, the
business continued to perform well, with
average like-for-like rent growth of 7.3%
and year end occupancy of 95.1% (a 60bps
YoY improvement). While, its balance sheet
remains supportive to fund its growing data
centre and logistics development pipeline,
with sector low EPRA LTV of c.29%, an
average cost of debt of c.2.7%, with a hedge
ratio of 100%, and a weighted average loan
maturity remains long at 4.4 years.
Merlin formed a strategic partnership with
Edged Energy becoming a first mover in
the nascent Spanish data centre space.
This positioned the company well to cater
to the surge in demand for data centres
driven by a range of hyperscalers and neo
cloud providers seeking access to the vital
intercontinental underwater cables that
emerge in the Iberian Peninsula alongside
its excess capacity of green energy. Merlin
has funded its data centre landbank by
tapping investors via two opportunistic equity
raises, comprising c.€920m (in July 24) and
a c.€768m (in March 26). The five-year total
shareholder return has been +121.2%.
6
† Notes:
> The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio.
> The five-year total shareholder returns are the returns in the local currency of the holding.
LMP is the UK’s largest ‘triple net’ REIT (i.e.
where its tenants, in addition to paying the
rent, are responsible for all property costs).
Along with long WAULTs this structure
creates a stable, dependable source of
income across a diverse range of assets
(including hotels, healthcare assets and
bespoke leisure assets such as Alton Towers,
Thorpe Park etc.), allowing the company to
focus on compounding future income and
dividend growth – an area where it now has
an enviable track record.
Its £7.4bn portfolio is broadly split 54%
logistics 46% triple net, with the former asset
class helping to provide an earnings and NTA
growth kicker, as the company completes
asset management initiatives and captures
the reversion embedded in UK logistics
assets.
Management has historically shown
an astute ability to rotate its assets and
crystallise value for shareholders, as well
as a drive and skill in taking advantage of
mispriced public companies, consolidating
the sector and growing both the asset base
and more importantly the returns of the
company. LondonMetric is therefore set up,
in our view, to deliver strong income growth
over an extended period, and we believe the
shares are likely to continue to command
a rating premium vs. the peer group given
these inherent qualities. The five-year total
shareholder return has been +10.5%.
4
31 March
2026 2025
Shareholding
value £51.0m £15.9m
% of investment
portfolio
†
4.2% 1.5%
% of equity
owned 0.6% 0.2%
Share price 644p 691p
Segro is the largest UK REIT by market cap
and is the largest operator of logistics and
industrial property listed in the UK, with a
total portfolio of c.£19bn as at December
2025. This is split 62.0% in the UK, 38.0%
in Continental Europe, with 63.0% urban
warehouses (including 8% data centres),
35.0% big boxes and 2% other uses. In the
UK, the group is mainly exposed to Greater
London industrial and logistics. Rental
growth in these markets has been extremely
strong as there remains an acute supply-
demand imbalance, fuelled by tenants’
requirements to deal with the growth in
e-commerce.
In Europe, Germany and France are the
group’s largest markets with Italy third; these
markets have a lower, but still positive, rental
growth outlook (and are geographically less
space-constrained). Segro has extensive
development exposure that it manages
largely to pre-let and develop at yields
significantly in excess of investment values
(c.7-8% yield on cost vs. an EPRA net initial
yield of 4.2% at FY25). This has been a
successful formula to drive both earnings
and NAV growth, as well as high shareholder
returns. Recently, the company has looked to
increase its exposure to datacentres, tapping
into the strongest demand driver within UK
real estate today, taking advantage of its
position as an industrial landlord with access
to both the land and power requirements
needed for successful datacentre delivery.
The five-year total shareholder return has
been -18.6%.
5
31 March
2026 2025
Shareholding
value £47.7m £3.5m
% of investment
portfolio
†
3.9% 0.3%
% of equity
owned 0.6% 0.1%
Share price € 13.92 € 9.86
Twelve largest equity investments
continued
Annual Report & Accounts 2026 25
Aedifica is a Belgian-listed healthcare REIT,
which owns, operates, and manages a c.€6bn
portfolio of elderly care properties. The
diversified portfolio is led by Belgium, and the
UK (both c.21% by value), followed by Finland
(20%), Germany (c.20%), the Netherlands
(c.11%) with the residual c.7% of assets in
other European countries. Its portfolio is
primarily leased to experienced operators
under long-term, triple-net agreements with
attractive inflation-linked rental contracts.
These properties are characterised by
high occupancy, long weighted-average
lease length, and low operating risk, due to
operator-responsible capex and costs.
Founded in 2006, the management has
transformed it from a small, diversified
REIT, comprised of healthcare, hotels and
residential into Europe’s largest dedicated
healthcare portfolio, via an accretive multi-
year capital recycling programme coupled
with regular equity raises. After doing so, it
successfully navigated the business through
COVID-19 and the subsequent geopolitical
crises. Subsequently, it has set about
continuing its sector consolidation strategy
when it launched and succeeded in a merger
with its closest peer, Cofinimmo, to create the
fourth largest healthcare-focused REIT in the
world with a combined portfolio of c.€12bn.
The five-year total shareholder return has
been -8.6%.
9
† Notes:
> The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio.
> The five-year total shareholder returns are the returns in the local currency of the holding.
PSP Swiss Property is one of Switzerland’s
leading real estate companies, owning
a diversified portfolio of high-quality real
estate assets in Switzerland. At the end of
2025, its portfolio was valued at CHF9.6bn,
comprising of offices (c.63%), retail (c.15%),
gastronomy (c.7%), and other (c.11%). The
portfolio is skewed towards Switzerland’s key
economic centers, including Zurich (c.62%),
Geneva (c.15%), Basel (c.7%), and other
major cities at c.16%.
Underlying property markets in Switzerland
appear to be quite supportive, despite the
limited level of transactions. However, the
few transactions that are taking place are
supportive of property values, especially for
assets in prime locations. Similarly, demand
for office space in economic centers such
as Geneva and Zurich is expected to remain
strong benefitting from the stable economic
outlook and AI tailwinds, especially in the
latter. As a result, PSP made continued to
maintain a low vacancy of just c.3.5%, helping
it achieve a modest like-for-like rental growth
of +1% year-on-year, against a backdrop of
ultra-low inflation observed in Switzerland.
Moreover, its EPRA NTA still grew by +5%
over the year on modest revaluation gains
coupled with retained earnings. PSP
continues to boast a low LTV of just c.33%,
providing adequate potential firepower
should it find accretive bolt-on acquisition
opportunities. The five-year total shareholder
return has been +98.5%.
7
31 March
2026 2025
Shareholding
value £44.9m £55.4m
% of investment
portfolio
†
3.7% 4.5%
% of equity
owned 11.4% 14.4%
Share price
77p 72p
Picton is a diversified UK REIT with a
weighting towards UK industrial. The
c.£700m portfolio, as at September 2025,
was 68% industrial, 20% and 12% retail.
Along with a high-quality portfolio (which
we believe is under-appreciated by the
stock market) where rental growth and
capital value performance have repeatedly
beaten relevant benchmarks, the company
is run conservatively, taking very limited
development risk as well as maintaining
an impressively strong balance sheet. For
example, the company’s LTV as at September
2025 was 22%, with long-dated debt maturity
(c.6 years) and very limited near-term
refinancing requirements.
Management has repeatedly shown an ability
to create value through both well executed
asset management and skilful disposals,
and we believe these actions do not get the
credit they deserve in a stock market which
at times only focuses on headline figures.
For example, Picton has reduced its office
exposure over time through asset sales and
repositioning, while still ensuring that any
disposals are made at acceptable valuations.
Stanford building, for example, the company’s
largest office asset, was recently disposed
of for £34.5m, 1% ahead of the March 2025
valuation, for example. The five-year total
shareholder return has been +12.7%.
8
31 March
2026 2025
Shareholding
value £46.5m £35.6m
% of investment
portfolio
†
3.8% 3.3%
% of equity
owned 0.7% 0.6%
Share price € 158.50 € 138.20
31 March
2026 2025
Shareholding
value £42.4m £31.5m
% of investment
portfolio
†
3.5% 2.9%
% of equity
owned 0.8% 1.3%
Share price
€ 69.45 € 62.45
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
26 TR Property Investment Trust plc
31 March
2026 2025
Shareholding
value £41.6m £46.4m
% of investment
portfolio
†
3.4% 3.8%
% of equity
owned 0.8% 1.0%
Share price € 51.25 € 51.80
† Notes:
> The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio.
> The five-year total shareholder returns are the returns in the local currency of the holding.
Covivio a French REIT, which owns, operates,
and manages a diversified portfolio of hotels,
offices, and residential spanning several
European countries. At the end of 2025, its
portfolio was valued at c.€16bn, comprising
of offices (c.48% of value), German residential
(c.32%), and hotels (c.20%). The company
has continued to evolve its three platforms
via an accretive capital recycling programme
over the past few years as it sought to
improve its balance sheet via selective
disposals. These disposals largely came from
relatively low yielding offices coupled with
ultra-low yielding privatisation in its German
residential portfolio. Management has
sensibly redeployed capital into the relatively
higher-yielding Covivio Hotels portfolio, in
which it now owns a majority stake as well as
undertaking highly accretive redevelopment
projects.
This strategy has effectively enabled
the company to continue to improve
margins across its various hotel, office and
residential platforms but also enabled it to
achieve attractive earnings growth which
should support future dividend growth too.
Interestingly, the Del Vecchio family, who own
the largest producer and retailer of glasses
in the world (with brands such as Oakley and
Ray-Ban), ranks as the largest shareholder and
owns a c.23% stake in Covivio. The five-year
total shareholder return has been +1.3%.
11
Argan is a French company, created in 2000
by Jean-Claude Le Lan, which has been listed
since 2007, and continues to build a best-in-
class portfolio of premium logistic assets
that boast a stable and high occupancy rate
around 100%.
In 2025, the portfolio value amounted to
c.€4bn and is uniquely placed, with a 100%
exposure to France (with a c.29% exposure
to the Greater Paris region). It has continued
to benefit from an attractive rental growth
of +3.5% year-over-year, benefitting from
the positive evolution of indexation, positive
reversion on relettings and with the portfolio
effectively fully let. These operational results
are supported by a tight market with limited
vacancy especially in sought after locations,
prompting the supportive investment volume
in the market. Among those acquiring
logistics landbanks, standing assets and
portfolios in France were European listed
peers (such as Montea, Segro, VGP, and
WDP) alongside their North American peer
(Prologis) as well as a host of private equity
firms.
Additionally, the relatively low dividend payout
at c.50-60% of distributable profit allows the
company to retain cash and reinvest in new
development projects while repaying debt as
it seeks to reach its target of an LTV of 40% by
2026. The management of the company has
been assumed by its founder Jean Claude
Le Lan who owns alongside family members
c.37% of the share capital, which is a strong
guarantee of alignment. The five-year total
shareholder return has been -8.4%.
10
Big Yellow Group is the UK’s largest
self-storage REIT, listed on the London Stock
Exchange and focused on purpose-built
facilities, predominantly in London and
the South East, with selective expansion
into other major UK cities. At the end of
September 2025, its portfolio was valued at
c.£3bn, which is comprised of 111 modern,
largely freehold stores in dense urban
and suburban locations, benefitting from
long-term land scarcity.
The company's model delivers high margins,
low maintenance capex and strong operating
leverage as stores mature. This is supported
by demand that is structurally underpinned
by urbanisation, smaller living spaces and
flexible working patterns across the UK.
Management has continued to pursue
disciplined in-house development and
selective partnerships to drive NAV growth
while maintaining a conservative leverage
profile. Its stable cash flows support a
progressive dividend that remains well
covered by recurring earnings. The five-year
total shareholder return has been -8.1%.
12
31 March
2026 2025
Shareholding
value £41.7m £45.2m
% of investment
portfolio
†
3.4% 3.7%
% of equity
owned 3.3% 3.5%
Share price € 56.40 € 61.40
31 March
2026 2025
Shareholding
value £36.5m £2.1m
% of investment
portfolio
†
3.0% 0.2%
% of equity
owned 2.2% 0.1%
Share price 845p 932p
Twelve largest equity investments
continued
Annual Report & Accounts 2026 27
Sector: Industrial*
Tenure: Freehold
Size (sq ft): 36,000
Principal tenants: Lockdown Bakers and Mosimanns
Sector: Industrial
Tenure: Freehold
Size (sq ft): 63,000
Principal tenants: Infusion GB and Supreme Imports UK Limited
Site of just over an acre, 50 metres from Wandsworth Town
railway station in an area that is predominantly residential.
The estate comprises 16 small industrial units generally
let to a mix of small to medium-sized private companies. A
phased refurbishment of the estate is ongoing.
* The site contains one small ancillary retail unit.
The IO Centre comprises six industrial units occupied
by three tenants and sits on a 4.5-acre site. Gloucester
Business Park is located to the east of Junction 11A of the
M5 and one mile to the east of Gloucester City Centre. The
property also has easy access to the A417 providing good
links to the M4 via junction 15.
Investment properties
Inner London* South East South West Midlands Total
Investment Property 50.9 29.5 13.2 6.4 100.0
* Inner London is defined as inside the North and South Circular.
Spread of direct portfolio by location (%)
as at 31 March 2026
Lease lengths within the direct property portfolio
as at 31 March 2026
Contracted rent
as at 31 March 2026
Value in excess of £10 million Value less than £10 million
£2.6m
£7.6m
£6.6m
Year 1
Year 2-5
Year 5+
0 to 5 years
5 to 10 years
10 to 15 years
Gross rental
income
51.6%
33.1%
IO Centre, Gloucester Business Park, Gloucester, GL3Ferrier Street Industrial Estate, Wandsworth, London, SW18
Sector: Industrial
Tenure: Freehold
Size (sq ft): 120,000
Principal tenants: AnalytiChem UK Ltd, Royal Mail and
Euro Car Parts
Sector: Industrial
Tenure: Freehold
Size (sq ft): 30,300
Principal tenants: DK Logistics (Motorsport) Limited
This 10 unit multi-let industrial estate is in the heart of
the central Bicester industrial area and at the core of the
Oxford-Cambridge growth zone. The property has low
site density and many options to add value through asset
management.
A single let, well specified unit with low site cover and easy
access to the M1 via either Junction 15a or 16. The building
has 5 dock level access doors and 2 level access doors
providing a high specification and making the property
attractive to a wide range of occupiers. The building also
benefits from a photovoltaic array on the roof, generating
electricity on site which is sold to the occupier under a
separate arrangement.
12 Gambrel Road, Northampton, NN5Launton Business Centre, Bicester, OX26
15.3%
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
28 TR Property Investment Trust plc
Investment objective and benchmark
The Company’s investment objective is to maximise
shareholders’ total returns by investing in the shares
and securities of property companies and property
related businesses internationally and also in
investment property located in the UK.
The benchmark is the FTSE EPRA Nareit Developed
Europe Capped Net Total Return Index in sterling. The
index, calculated by FTSE, is free-float based and as
at 31 March 2026 had 103 constituent companies.
The index limits exposure to any one company to 10%
and reweights the other constituents pro-rata. The
benchmark website www.epra.com contains further
details about the index and performance.
Business Model
The Company’s business model follows that of an
externally managed investment trust company. The
Company has no employees. Its wholly non-executive
Board of Directors retains responsibility for corporate
strategy; corporate governance; risk management
and internal control; the overall investment and
dividend policies; setting limits on gearing and asset
allocation and monitoring investment performance.
The Board has appointed Columbia Threadneedle
Investment Business Limited as the Company’s
Alternative Investment Fund Manager (‘AIFM’) with
portfolio management delegated to Thames River
Capital LLP. Marcus Phayre-Mudge acts as Fund
Manager to the Company on behalf of Thames River
Capital LLP and Alban Lhonneur is Deputy Fund
Manager. George Gay is the Direct Property Manager
and Gavin Parks, the accountant. They are supported
by a team of equity and portfolio analysts.
Further information in relation to the Board and the
arrangements under the Investment Management
Agreement can be found in the Report of the Directors
on pages 53 and 54.
In accordance with the Alternative Investment Fund
Managers Directive (‘AIFMD’), BNP Paribas has
been appointed as Depositary to the Company. BNP
Paribas also provides custodial and administrative
services to the Company. Company Secretarial
services are provided by Columbia Threadneedle
Investment Business Limited.
28 TR Property Investment Trust plc
Investment objective, benchmark and business model
Annual Report & Accounts 2026 29
The investment selection process seeks to identify
well managed companies of all sizes. The Manager
generally regards future growth and capital
appreciation potential more highly than immediate
yield or discount to asset value.
Although the investment objective allows for
investment on an international basis, the Company’s
benchmark is a pan-European Index and the majority
of the investments are located in that geographical
area. Direct property investments are located in the
UK only.
As a dedicated investor in the property sector
the Company cannot offer diversification outside
that sector, however, within the portfolio there are
limitations, as set out below, on the size of individual
investments held to ensure that there is diversification
within the portfolio.
Asset allocation guidelines
The maximum holding in the stock of any one issuer
or of a single asset is limited to 15% of the portfolio
at the point of acquisition. In addition, any holdings in
excess of 5% of the portfolio must not in aggregate
exceed 40% of the portfolio.
The Manager currently applies the following
guidelines for asset allocation:
Gearing
The Company may employ levels of gearing from
time to time with the aim of enhancing returns,
subject to an overall maximum of 25% of the portfolio
value.
In certain market conditions the Manager may
consider it prudent not to employ gearing at all, and to
hold part of the portfolio in cash.
The current asset allocation guideline is 10% net
cash to 25% net gearing (as a percentage of portfolio
value).
Property valuation
Investment properties are valued every six months by
an external independent valuer. Valuations of all the
Group’s properties as at 31 March 2026 have been
carried out on a ‘RICS Red Book’ basis and these
valuations have been adopted in the accounts.
Allocation of costs between
revenue & capital
With effect from 1 April 2025, 80% of the Company’s
management fees, finance costs and other applicable
expenses have been allocated to the capital account
and 20% to the revenue account, in line with the
Board’s expected long-term split of returns in the form
of capital gains and income. All performance fees are
charged to capital. The Board reviews its policy on the
allocation of expenses between revenue and capital
regularly.
Holdings in investment companies
It is the Board’s current intention to hold no more than
15% of the portfolio in listed closed-ended investment
companies.
Some companies investing in commercial or
residential property are structured as listed externally
managed closed-ended investment companies
and therefore form part of our investment universe.
Although this is not a model usually favoured by our
Fund Manager, some investments are made in these
structures in order to access a particular sector of the
market or where the management team is regarded
as especially strong. If those companies grow and
become a larger part of our investment universe and/
or new companies come to the market in this format
the Fund Manager may wish to increase exposure
to those vehicles. If the Manager wishes to increase
investment to over 15%, the Company will make an
announcement accordingly.
Strategy and investment policies
UK listed equities 25 – 60%
Continental European
listed equities 45 – 75%
Direct Property – UK 5 – 15%
Other listed equities 0 – 5%
Listed bonds 0 – 5%
Unquoted investments 0 – 5%
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
30 TR Property Investment Trust plc
Key Performance Indicators
The Board assesses the performance of the Manager in meeting the Company’s
objective against the following Key Performance Indicators ('KPIs'):
KPI
The Directors regard the out-performance of the
Company’s NAV total return relative to the benchmark
as being an overall measure of value delivered to
shareholders over the longer term.
KPI
The principal objective of the Company is a total
return objective, however, the Fund Manager also
aims to deliver a reliable dividend with growth over
the longer term.
KPI
Whilst expectation of investment performance is a key
driver of the share price discount or premium to the NAV of
an investment trust company over the longer term, there
are periods when the discount can widen. The Board is
aware of the vulnerability of a sector specialist to a change
of investor sentiment towards that sector, or to periods of
wider market uncertainty and the impact that can have on
the discount at which the Company’s shares trade.
Board monitoring
The Board reviews the performance in detail at each meeting
and discusses the results and outlook with the Manager.
Board monitoring
The Board reviews statements on income received to
date and income forecasts at each meeting.
The exceptional inflation levels through 2023 and 2024 led to
the annual growth rate of the Company's dividend falling
behind RPI. However, a growing dividend has been delivered
in the current and previous 15 years. Over the longer term,
the dividend growth rate has exceeded RPI on an annualised
basis (10 years: 6.8% vs 4.7% and 20 years: 8.1% vs 3.8%).
Board monitoring
The Board takes powers at each AGM to issue and
repurchase shares. When considering the merits of share
issuance or buy backs the Board looks at a number of
factors, in addition to the short and long-term premium
or discount to NAV, to assess whether action would be
beneficial to shareholders overall. Particular attention is
paid to the current market sentiment, the potential impact
of any share issuance or repurchases on the liquidity of
the shares and on the Company's Ongoing Charges Ratio
over the longer term. Taking these factors into account, the
Board did not buy back any shares in the financial year.
Net asset value (‘NAV’) total return relative to the benchmark*
Delivering a reliable dividend which is growing over the longer term*
The discount or premium to NAV at which the Company’s shares trade*
1 year 5 years
NAV Total Return* 6.7% -1.5%
Benchmark Total Return 6.7% -12.3%
* The NAV Total Return is calculated by assuming dividends paid by the
Company are reinvested in the assets of the Company on the relevant ex-
dividend date. The benchmark total return assumes dividends are re-invested
on the relevant ex-dividend dates.
1 year 5 years
Compound Annual Dividend Growth* 1.3% 2.5%
Compound Annual RPI 4.1% 6.7%
* The final dividend in the time series divided by the initial dividend in the period
raised to the power of 1 divided by the number of years in the series, is used to
calculate the compound annual growth rate.
1 year 5 years
Average discount* 8.5% 6.6%
Total number of shares repurchased nil nil
* Average daily discount throughout the period of share price to NAV with
income. Source: Columbia Threadneedle Investments.
Outcome
Outcome
Outcome
The NAV Total Return has exceeded the benchmark over
both a one and five year period.
Varying sentiment towards the sector continued through the
year under review. The Company’s share price discount to
NAV narrowed over the financial year, from 10.1% at the start
of the year to end the year at 9.0%. Over the year the discount
ranged from 10.8% to 6.0% and the average discount of 8.5%
was wider than the long-term average.
Annual Report & Accounts 2026 31
KPI
The Board is conscious of expenses and aims to
deliver a balance between excellent service and costs.
The AIC definition of Ongoing Charges includes any
direct property costs in addition to the management
fees and all other expenses incurred in running a
publicly listed company. As no other investment trust
companies hold part of their portfolio in direct property
(they either hold 100% of their portfolio as property-
related securities or as direct property), in addition to
Ongoing Charges as defined by the AIC, this statistic is
shown without direct property costs in order to allow a
clearer comparison of overall administration costs with
those of other funds investing in securities.
KPI
The Company must continue to meet the requirements of
Section 1158 of the Corporation Tax Act 2010 ('Section 1158').
Board monitoring
The Board monitors the Company’s Ongoing
Charges, in comparison to a range of other
investment trust companies of similar size, both
property sector specialists and other sector
specialists. The broker provides a list of companies
it believes are a reasonable comparison. Please note
that there is no other investment trust company
specialising in property-related equities.
Expenses are budgeted for each financial year and
the Board reviews reports on actual and forecast
expenses during the year.
Board monitoring
The Board reviews financial information and forecasts at
each meeting which set out the requirements outlined in
Section 1158.
Level of Ongoing Charges*
Investment Trust Status
The Company’s Ongoing Charges are competitive when
compared to the peer group.
Outcome
*KPI considered to be Non-GAAP Performance Measures as defined on pages 101 to 103.
Outcome
The Directors are satisfied that the conditions and
ongoing requirements have been met in respect of
the year to 31 March 2026 and that the Company will
continue to meet the requirements.
1 year 5 years
Ongoing charges excluding
performance fees 0.8% 0.7%
Ongoing charges excluding
performance fees and direct
property costs 0.8% 0.7%
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
32 TR Property Investment Trust plc
Principal and emerging risks
In delivering long-term returns to shareholders, the Board must also identify and monitor the
risks that have been taken in order to achieve those returns. It has included below details of
the principal and emerging risks facing the Company and the appropriate measures taken in
order to mitigate those risks as far as practicable.
In recent years interest rates rose sharply in response to inflationary pressures created by
the impact of increased energy and commodity prices. Inflation has been slow to reduce and
therefore central banks have been slow in reducing interest rates. This provides an ongoing
challenge for the property sector which is particularly sensitive to interest rates.
Risk identified Board monitoring and mitigation
Share price performs poorly in comparison
to the underlying NAV
The shares of the Company are listed on the London Stock
Exchange and the share price is determined by supply and
demand. The shares may trade at a discount or premium
to the Company’s underlying NAV and this discount or
premium may fluctuate over time.
The Board monitors the level of discount or premium at
which the shares are trading over the short and longer term.
The Board encourages engagement with the shareholders.
The Board receives reports at each meeting on the activity
of the Company’s brokers, PR agent and meetings and
events attended by the Fund Manager.
The Company’s shares are available through the Columbia
Threadneedle savings schemes and the Company
participates in the active marketing of those schemes.
The shares are also widely available on investor platforms
and can be bought via a broker and held directly on the
Company’s main register.
The Board takes the powers to issue and to buy back
shares at each AGM.
Investment performance risk
The Company’s portfolio is actively managed. Sub-optimal
implementation of the investment strategy, for example
through poor stock selection, inappropriate asset allocation,
currency exposure or use of gearing may result in the
Company underperforming its benchmark. It may also
impact its dividend paying capacity.
In addition to investment securities, the Company also
invests in commercial property and accordingly, the portfolio
does not track the return of the benchmark.
The Manager’s objective is to outperform the benchmark.
The Board regularly reviews the Company’s long-term
strategy and investment guidelines.
The Board has appointed a Manager with the capability and
resources to manage the Company’s assets through asset
allocation, stock selection, risk management and the use of
gearing.
The performance of the Company relative to its benchmark
is a KPI that is monitored by the Board on an ongoing basis.
Detailed reports that include information on stock selection,
asset allocation and gearing decisions as well as revenue
forecasts, are provided by the Manager and reviewed by the
Board at each of its meetings.
The Management Engagement Committee reviews the
Manager’s performance annually. The Board has the power
to change the Manager if deemed appropriate.
Annual Report & Accounts 2026 33
Risk identified Board monitoring and mitigation
Market and geopolitical risk
Both share prices and exchange rates may move rapidly
and can adversely impact the value of the Company’s
portfolio. Although the portfolio is diversified across a
number of geographical regions, the investment mandate
is focused on a single sector and therefore the portfolio
will be sensitive towards the property sector, as well as
global equity markets more generally.
Property companies are subject to many factors which
can adversely affect their investment performance. They
include the general economic and financial environment
in which their tenants operate, interest rates, availability
of investment and development finance and regulations
issued by governments and authorities.
Higher interest rates have an impact on both capital values
and distributions of property companies. Higher interest
rates depress capital values as investors demand a margin
over an increased risk-free rate of return.
Conflict in Ukraine, the Middle East and Iran, ongoing
market volatility as a result of the actions of the US
administration and general political uncertainty more
widely could impact economic growth, commodity prices,
inflation and interest rate stability.
An element of working from home became part of working
life following the Covid-19 pandemic. This was most
pronounced in cities with longer commuting times but
there has been, for the majority of workers, a return to
the office for a substantial part of the working week, with
employers increasingly seeking to reduce working from
home hours, therefore the impact on occupation rates is
reducing.
Any strengthening or weakening of sterling will have a
direct impact as a proportion of our balance sheet is held
in non sterling denominated currencies. The currency
exposure is maintained in line with the benchmark and
will change over time. As at 31 March 2026, 73.4% of the
Company’s exposure was to currencies other than sterling.
The Manager has appropriate staff and controls in place
to enable ongoing monitoring of, and efficient response to,
financial/market crises.
The Board receives and considers a regular report from the
Manager detailing asset allocation, investment decisions,
currency exposures, gearing levels and rationale in relation
to the prevailing market conditions.
The report considers the impact of a range of current
issues and sets out the Manager’s response in positioning
the portfolio and the ongoing implications for the property
market, valuations overall and by each sector.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
34 TR Property Investment Trust plc
Risk identified Board monitoring and mitigation
The Company is unable to maintain dividend growth
Lower earnings in the underlying portfolio putting pressure
on the Company’s ability to grow the dividend could result
from a number of factors:
• Following interest rate increases through the year to
31 March 2023 some companies announced a reduction or
suspension of dividends. Although most companies have
now recommenced dividend payments, and there has been
a general increase in dividends being paid, some corporate
activity has resulted in a reduction in income receipts;
• prolonged vacancies in the direct property portfolio and
lease or rental renegotiations;
• strengthening of sterling reducing the value of overseas
dividend receipts in sterling terms. The Company saw
a material increase in the level of earnings in the years
leading up to the Covid-19 pandemic. A significant factor
in this was the weakening of sterling following “Brexit”.
Although this has now passed, the value of sterling may
continue to fluctuate in the near or medium term due to a
number of geopolitical and economic uncertainties. This
could lead to currency volatility. Strengthening of sterling
would lead to a fall in earnings;
• adverse changes in the tax treatment of dividends or other
income received by the Company;
• changes in the timing of dividend receipts from investee
companies;
• legacy impact of Covid-19 on working practices and
resulting changes in workspace demand;
• negative outlook leading to a reduction in gearing levels in
order to protect capital has an adverse effect on earnings;
and
• Companies choosing to return capital to investors rather
than pay dividends.
The Board receives and considers regular income
forecasts.
Income forecast sensitivity to changes in foreign exchange
rates is also monitored.
The Company has substantial revenue reserves which are
drawn upon when required.
The Board continues to monitor the impact of interest rates,
and a wide range of economic and geopolitical factors and
the long-term implications for income generation.
Accounting and operational risks
Disruption or failure of systems and processes
underpinning the services provided by third parties and the
risk that those suppliers provide a sub- standard service.
Third-party service providers produce periodic reports
to the Board on their control environments and business
continuation provisions on a regular basis.
The Management Engagement Committee considers the
performance of each of the service providers on a regular
basis and considers their ongoing appointment and terms
and conditions.
The Custodian and Depositary are responsible for the
safeguarding of assets. In the event of a loss of assets
the Depositary must return assets of an identical type or
corresponding value unless it is able to demonstrate that
the loss was the result of an event beyond its reasonable
control.
Principal and emerging risks
continued
Annual Report & Accounts 2026 35
Risk identified Board monitoring and mitigation
Loss of Investment Trust status
The Company has been accepted by HM Revenue &
Customs as an investment trust company, subject to
continuing to meet the relevant eligibility conditions. As
such the Company is exempt from capital gains tax on the
profits realised from the sale of investments.
Any breach of the relevant eligibility conditions could lead
to the Company losing investment trust status and being
subject to corporation tax on capital gains realised within
the Company’s portfolio.
The Investment Manager monitors the investment portfolio,
income and proposed dividend levels to ensure that the
provisions of CTA 2010 are not breached. The results are
reported to the Board at each meeting.
Income forecasts are reviewed by the Company’s tax
advisor through the year who also reports to the Board on
the year-end tax position and on CTA 2010 compliance.
Legal, regulatory and reporting risks
Failure to comply with the London Stock Exchange
Listing Rules and Disclosure Guidance and Transparency
Rules; failure to meet the requirements of the Alternative
Investment Fund Managers Regulations, the provisions
of the Companies Act 2006 and other UK, European and
overseas legislation affecting UK companies.
Failure to meet the required accounting standards or
make appropriate disclosures in the Half Year and Annual
Reports.
The Board receives regular regulatory updates from
the Manager, Company Secretary, legal advisers and
the Auditor. The Board considers those reports and
recommendations and takes action accordingly.
The Board receives an annual report and update from the
Depositary.
Internal checklists and review procedures are in place at
service providers.
Inappropriate use of gearing
Gearing, either through the use of bank debt or derivatives,
may be utilised from time to time. Whilst the use of
gearing is intended to enhance the NAV total return, it will
have the opposite effect when the return of the Company’s
investment portfolio is negative or where the cost of debt
is higher than the return from the portfolio.
The Board receives regular reports from the Manager on
the levels of gearing in the portfolio. These are considered
against the gearing limits set out in the Board’s Investment
Guidelines and also in the context of current market
conditions and sentiment. The cost of debt is monitored
and a balance sought between term, cost and flexibility.
Other Financial risks
The Company’s investment activities expose it to a variety
of financial risks which include counterparty credit risk,
liquidity risk and the valuation of financial instruments.
Details of these risks together with the policies for
managing them are found in the Notes to the Financial
Statements.
Personnel changes at Investment Manager
Loss of portfolio manager or other key staff. The Chairman conducts regular meetings with the Fund
Management team.
The fee basis protects the core infrastructure and depth
and quality of resources. The fee structure incentivises
outperformance and is fundamental in the ability to retain
key staff.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
36 TR Property Investment Trust plc
Long-term viability
In accordance with the UK Corporate Governance Code
and the AIC Code of Corporate Governance which require
the Board to assess the prospects of the Company over
a longer period than the 12 months required by the Going
Concern provision, the Directors have assessed the
prospects of the Group and Company over the coming
three years. This period is used by the Board during the
strategic planning process as it considers this period of
time to be appropriate for a business of the Company’s
nature and size.
This assessment takes account of the Group and
Company’s current position and the policies and
processes for managing the principal and emerging risks
set out on pages 32 to 35 and the Group and Company’s
ability to continue in operation and to meet its liabilities
as they fall due over the period of assessment.
In making this statement the Board carried out a robust
assessment of the principal and emerging risks facing
the Company, including those that might threaten its
business model, future performance, solvency and
liquidity.
In reaching their conclusions the Directors have reviewed
three year forecasts for the Group and Company
with sensitivity analysis to a number of assumptions:
investee company dividend growth, interest rates, foreign
exchange rates, tax rates and asset value growth.
In assessing of the viability of the Group and Company
the Directors have noted that:
• The Company has a long-term investment strategy
under which it invests mainly in readily realisable,
publicly listed securities and which restricts the level of
borrowings.
• Of the current equity portfolio, 78% could be liquidated
within five trading days and 88% within 10 trading days.
• The Company invests in real estate related companies
which hold real estate assets and invests in
commercial real estate directly. These investments
provide cash receipts in the form of dividends, property
income distributions and rental income.
• The Company is able to take advantage of its closed-
end investment trust company structure to hold a
proportion of its portfolio in less liquid, direct property
and the less liquid securities of smaller companies
with a view to long-term outperformance.
• The structure has also enabled the Company to secure
long-term financing. The €50 million loan notes issued
in 2016 matured at par in 2026 and were refinanced
with two multicurrency revolving credit facilities of
£25m each. The £15 million loan notes issued on the
same date are due to mature at par in 2031. The result
of this is that of our own debt, 9.7% has fixed interest
rates (assuming all loans are fully drawn).
• The majority of our debt is provided through
multicurrency revolving credit facilities totalling
£140m with two providers. At the Balance Sheet date
the Company had £31.7 million undrawn on these
facilities. The flexible structure of these facilities allows
debt levels to be rapidly increased and reduced as
needed.
• Highly flexible gearing is also achieved through CFDs.
• The impact of increasing interest rates through 2023
led to a number of companies suspending or reducing
their dividends. The majority of companies have now
returned to paying dividends. Our revenue earnings
in the year under review were higher than the prior
year but did not cover the full year dividend. However,
the Company's revenue reserve has been utilised to
support the increased dividend and its capital reserve
can also be utilised if necessary.
• The direct property portfolio is focused on the
industrial sector where the supply and demand
dynamics remain positive from an occupational
standpoint.
• The expenses of the Company are largely predictable
and modest in comparison with the assets. Regular
and robust monitoring of revenue and expenditure
forecasts are undertaken throughout the year. Analysis
has shown that the Company could suffer a reduction
in earnings of 67.8% and still be able to meet its
liabilities from revenue cashflow as they fell due.
Expenses could be met entirely from capital if required
due to the liquid nature of the portfolio.
• Index linked income will benefit from the higher interest
rates.
• Global interest rate increases have adversely affected
the property sector and the resulting increase in the
cost of debt has had an impact on earnings.
• Some companies' fixed debt for the medium term so,
for these companies, the impact of current rates will
not be felt for a while.
Annual Report & Accounts 2026 37
• The Company has no employees and consequently
does not have redundancy or other employment
related liabilities or responsibilities.
• The Company retains title to its assets held by the
Custodian which are subject to further safeguards
imposed on the Depositary.
• The impact of a range of factors have been
considered in terms of the potential effect on sterling.
Approximately 63.0% of the portfolio is exposed to
currencies other than sterling.
The following assumptions have been made in
assessing the longer-term viability:
• Real Estate will continue to be an investible sector of
international stock markets and investors will continue
to wish to have exposure to that sector.
• Closed-end investment trust companies will continue
to be in demand by investors and regulation or tax
legislation will not change to an extent that would
make the structure unattractive in comparison to other
investment products.
• The performance of the Company will continue to be
satisfactory. Should the Board deem that performance
is less than satisfactory, it has the appropriate powers
to replace the Investment Manager.
The Company’s business model, capital structure and
strategy have enabled it to operate over many decades
and the Board expects this to continue into the future.
The Directors confirm therefore that they have a
reasonable expectation that the Group and Company
will continue in operation and meet its liabilities in full
over the coming three years to 31 March 2029.
By order of the Board
Kate Bolsover
Chairman
9 June 2026
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
38 TR Property Investment Trust plc
Governance
Annual Report & Accounts 2026 39
Directors
Kate Bolsover
Chairman
Experience:
Kate previously worked for Cazenove
Group and J.P. Morgan Cazenove
between 1995 and 2005 where she
was Managing Director of the mutual
fund business and latterly Director
of Corporate Communications. Prior
to that, she worked extensively in
the investment fund industry and
was Managing Director of Barings'
mutual funds group. Kate was
previously a Non-Executive Director
and Chairman of a number of other
investment trust companies and
Chairman and Trustee of Tomorrow’s
People.
Skills and contribution to the Board:
From her executive experience, Kate
contributes significant and relevant
skills of the investment industry.
Her role on various boards also
gives her the relevant experience
in shareholder and investor
engagement.
Other appointments:
Kate is currently a Non-Executive
Director of Baillie Gifford & Co Ltd.
Appointed:
October 2019
Tim Gillbanks
Senior Independent Director
Experience:
Tim is a Chartered Accountant, with
30 years’ experience in the financial
services and investment industry.
He spent 13 years at Columbia
Threadneedle Investments, initially
as Chief Financial Officer, then Chief
Operating Officer and finally as interim
Chief Executive Officer.
Skills and contribution to the Board:
Tim brings a wide experience,
particularly in financial services and
investment management.
Other appointments:
Tim is currently a Non-Executive
Director of Brown Shipley & Co
Limited, Janus Henderson (UK)
Investors Limited and Janus
Henderson Group Holdings Limited.
Appointed:
January 2018
Busola Sodeinde
Chairman of the Audit Committee
Experience:
Busola is a Chartered Management
Accountant who has spent most
of her executive career in Financial
Services. Until 2019 she was a
Managing Director/Chief Financial
Officer at State Street Global Markets
EMEA, prior to which she was
Finance Director to the Corporate
Finance team of Deutsche Bank
Capital Markets. Busola is the
founder of a digital publishing firm
focused on literacy and is also a
supporter of women-led ventures.
Skills and contribution to the Board:
Busola has considerable experience
in the financial services sector and
from her non-executive career has
gained expertise in audit and risk.
She also has experience in digital
(social) media and consumer
engagement.
Other appointments:
Busola is a Non-Executive Director
of Railpen and a Trustee of the
Church Commissioners for England,
where she sits on the Audit & Risk
Committee.
Appointed:
January 2023
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
40 TR Property Investment Trust plc
Sarah-Jane Curtis
Non-Executive Director
Andrew Vaughan
Non-Executive Director
Experience:
Sarah-Jane is a Member of the Royal
Institution of Chartered Surveyors.
She was previously Business Director
at Bicester Village for Value Retail.
Prior to that, Sarah-Jane was a
director of Covent Garden for Capital
and Counties PLC. She has also
worked for Grosvenor for 24 years,
including as London Estate Director
(retail/residential) and Fund Manager
for LiverpoolONE.
Skills and contribution to the Board:
Sarah-Jane has gained extensive
experience during her varied
career, particularly in the retail and
experience sectors and in fund and
investment management activities.
Other appointments:
Sarah-Jane is currently Property
Director of Bicester Motion.
Experience:
Andrew joined Redevco UK in 2000
as Managing Director and was
appointed Chief Executive Officer in
2011. He began his career at Friends
Provident where he was a Fund
Manager. Andrew spent three years
at Moorfield Group as an Investment
Specialist before joining Redevco. He
has a BSc in Urban Estate Surveying.
Skills and contribution to the Board:
Andrew brings deep experience as a
pan-European direct property investor.
Other appointments:
Andrew retired as Chief Executive
Officer of Redevco B.V. in 2023.
Appointed:
January 2020
Appointed:
August 2022
Graham Kitchen
Non-Executive Director
Experience:
Graham is a CFA Charterholder and
worked in investment management for
more than 30 years. He was formerly
Global Head of Equities at Janus
Henderson Investors and Head of
Investment Strategy at Perpetual Asset
Management.
Skills and contribution to the Board:
Graham brings considerable investment
management experience and knowledge
of the investment trust company sector.
Other appointments:
Graham is Non-Executive Chairman of
AVI Global Trust plc and a Non-Executive
Director of The Mercantile Investment
Trust plc, where he is Senior Independent
Director. He is also a Non-Executive
Director of Places for People, a provider
of affordable housing.
Appointed:
May 2026
Directors
continued
Annual Report & Accounts 2026 41
Thames River Capital Management Team
Marcus Phayre-Mudge
Fund Manager
Marcus Phayre-Mudge joined the management team for
the Company at Henderson Global Investors in January
1997, initially managing the Company’s direct property
portfolio and latterly focusing on real estate equities,
managing a number of UK and pan-European real estate
equity funds in addition to activities in the Company.
Marcus moved to Thames River Capital in October 2004.
He is also the fund manager of CT Property Growth &
Income Fund. He was appointed Fund Manager of the
Company in 2011. Prior to joining Henderson, Marcus
was an investment surveyor at Knight Frank. He qualified
as a Chartered Surveyor in 1992 and has a BSc (Hons) in
Land Management from Reading University.
George Gay
Direct Property Fund Manager
George Gay has been the Direct Property Fund Manager
since 2008. He joined Thames River Capital in 2005 as
assistant direct property manager and qualified as a
Chartered Surveyor in 2006. George was previously at
niche City investment agent, Morgan Pepper where, as
an investment graduate, he gained considerable industry
experience. He has an MA in Property Valuation and Law
from City University.
Alban Lhonneur
Deputy Fund Manager
Alban Lhonneur, Deputy Fund Manager, joined Thames
River Capital in August 2008. He was previously at
Citigroup Global Markets as an Equity Research analyst
focusing on Continental European Real Estate. Prior to
that he was at Société Générale Securities, where he
focused on transport equity research. He has a BSc in
Business and Management from the ESC Toulouse,
including one year at Brunel University, London. He also
attended CERAM Nice High Business School. In 2005 he
obtained a post-graduate Specialised Master in Finance
from ESCP-EAP.
Daniel Winterbottom
CFA. Chief Operating Officer – Thames River Capital
Daniel was appointed Chief Operating Officer – Thames
River Capital in 2025, taking on additional operational
management responsibilities across the range of Real
Estate Securities funds. Daniel also focuses on portfolio
analysis, strategy replication and efficient portfolio
management. Daniel joined Thames River Capital in
2009 as an analyst and, after moving to Schroders as an
Assistant Portfolio Manager in 2014, rejoined Thames
River Capital in 2015 as an Assistant Fund Manager.
Daniel previously held positions at BlueBay Asset
Management and BlackRock and began his career in
2002. Daniel holds a BSc (Hons) in Mathematics from
King’s College, London, along with the IMC and is a CFA
charterholder.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
42 TR Property Investment Trust plc
Gavin Parks
Fund Accountant
Gavin is an accountant within Columbia Threadneedle
Investments’ Investment Trusts team. He is a Chartered
Management Accountant with more than 25 years’
investment trust experience. Gavin has been supporting
Joanne Elliott as Fund Accountant since January 2022
and will now assume all of her accounting and financial
reporting responsibilities for the Company.
Paul Gorrie
Analyst
Paul, an analyst covering the UK and Nordics, joined
Thames River Capital in 2018. Prior to joining, Paul
worked at Numis, a small and mid-cap focused UK
investment bank where he covered UK real estate
equities (2015-2018). He is a qualified accountant,
training at Deloitte (2010-2014), where he worked as
a management consultant sitting within the Financial
Modelling team, advising a range of public and private
sector clients. He has also spent periods working as an
independent consultant and at a startup. He has a BA
(Oxon) in Modern Languages from The Queen’s College,
Oxford.
Aidan Bolton
Analyst
Aidan joined Thames River Capital in September 2022
as an analyst covering Europe. Prior to this he spent
three years at Centersquare Investment Management
working as a buy-side analyst, covering the breadth of
the European listed real estate space. Before this, Aidan
worked in a range of roles including as a sell-side analyst
covering Financial Institutions Groups (FIG). Aidan started
his career as a graduate at BNY Mellon; where he worked
in a range of roles as part of its rotation development
programme, including audit, trading and real estate
investment management. Aidan holds a MSc.in Finance
and a BA in Business from National College of Ireland.
Jonathan Latter
Company Secretary
Jonathan is a qualified Company Secretary with more
than 30 years’ listed company experience in the financial
services sector. He was previously head of the JPMorgan
investment trusts company secretarial team where
he worked for 22 years. Jonathan joined Columbia
Threadneedle in 2021.
Columbia Threadneedle Investments Team
Thames River Capital Management Team
continued
Annual Report & Accounts 2026 43
Report of the Directors
The Directors present the audited financial statements
of the Group and the Company and their Strategic Report
and Report of Directors for the year ended 31 March
2026. The Group comprises TR Property Investment Trust
plc and its wholly owned subsidiaries. As permitted by
legislation, some matters normally included in the Report
of the Directors have been included in the Strategic Report
because the Board considers them to be of strategic
importance. Therefore, the review of the business of the
Company, recent events and outlook can be found on
pages 4 to 37. The Corporate Governance report on page
46 forms part of the Directors' Report.
Status
The Company is an investment company, as defined in
Section 833 of the Companies Act 2006 and operates as
an investment trust in accordance with Section 1158 of
the Corporation Tax Act 2010.
The Company has a single share class, ordinary shares,
with a nominal value of 25p each which are listed on the
London Stock Exchange.
The Company has received confirmation from HM
Revenue & Customs that it has been accepted as an
approved investment trust for accounting periods
commencing on or after 1 April 2012 subject to the
Company continuing to meet the eligibility conditions of
Section 1158 Corporation Tax Act 2010 and the ongoing
requirements for approved companies in Chapter 3 of
Part 2 Investment Trust (Approved Company) (Tax)
Regulations 2011 (Statutory Instrument 2011/2999).
The Directors are of the opinion that the Company has
conducted, and will continue to conduct, its affairs so as
to maintain investment trust status. The Company has
also conducted its affairs, and will continue to conduct
its affairs, in such a way as to comply with the Individual
Savings Accounts Regulations. The Company's ordinary
shares can be held in Individual Savings Accounts ('ISAs').
Results and dividends
At 31 March 2026 the net assets of the Company
amounted to £1,058 million (2025: £1,038 million),
equivalent on a per share basis to 333.48p (2025:
327.16p).
Revenue earnings per share for the year amounted to
15.81p (2025: 12.98p) and the Directors recommend the
payment of a final dividend of 10.35p (2025: 10.25p) per
share bringing the total dividend for the year to 16.10p
(2025: 15.90p). In arriving at their dividend proposal, the
Board also reviewed the income forecast for the year to
March 2027.
Performance details are set out in the Financial Highlights
on page 2 and the outcome of what the Directors consider
to be the Key Performance Indicators on pages 30 and 31.
The Chairman’s Statement and the Manager’s Report give
full details and analysis of the results for the year.
Share capital and buy-back activity
At 31 March 2026 the Company had 317,350,980 (2025:
317,350,980) ordinary shares in issue.
At the AGM in 2025 the Directors were given power to buy
back up to 47,570,911 ordinary shares. Since that AGM
the Directors have not bought back any ordinary shares
under that authority, which will expire at the 2026 AGM.
The Board will seek to renew the authority to make market
purchases of the Company’s ordinary shares at this year’s
AGM.
Since 1 April 2026 to the date of this report, the Company
has made no market purchases of its ordinary shares
for cancellation or to be held in treasury. The Board
has not set a specific discount at which shares will be
repurchased.
Management arrangements and fees
Details of the management arrangements and fees are
set out in the Report of the Management Engagement
Committee beginning on page 53. Total fees paid
to the Manager in any one year (Management and
Performance Fees) may not exceed 4.99% of Group Equity
Shareholders’ Funds. Total fees payable for the year to
31 March 2026 amount to 0.61% (2025: 0.67%) of Group
Equity Shareholders’ Funds. No performance fee was
earned in the year ended 31 March 2026 (2025: £644,000).
Basis of accounting and IFRS
The Group and Company financial statements for the
year ended 31 March 2026 have been prepared on a
going concern basis in accordance with UK-adopted
International Accounting Standards and in conformity with
the requirement of the Companies Act 2006. The financial
statements have also been prepared in accordance with
the Statement of Recommended Practice 'Financial
Statements of Investment Trust Companies and Venture
Capital Trusts' ('SORP') published by the Association of
Investment Companies to the extent that it is consistent
with UK adopted International Accounting Standards.
The accounting policies are set out in note 1 to the
Financial Statements on pages 75 to 78.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
44 TR Property Investment Trust plc
Financial instruments
The Company’s financial instruments comprise its
investment portfolio, cash balances, borrowings and
receivables and payables that arise directly from its
operations such as sales and purchases awaiting
settlement, profit or loss balances on derivative
instruments and accrued income and expenses. The
financial risk management objectives and policies
arising from its financial instruments and exposure of the
Company to risk are disclosed in note 11 to the financial
statements.
Risk management and internal control
The Board has overall responsibility for the Group’s system
of risk management and internal control and for reviewing
its effectiveness. The Portfolio Manager is responsible
for the day to day investment management decisions on
behalf of the Group. Accounting and Company Secretarial
services are both provided by the Manager, Columbia
Threadneedle Investment Business Limited.
The system of risk management and internal control aims
to ensure that the assets of the Group are safeguarded,
proper accounting records are maintained, and the
financial information used within the business and for
publication is reliable. Control of the risks identified,
covering financial, operational, compliance and risk
management, is embedded in the controls of the Group by
a series of regular investment performance and attribution
statements, financial and risk analyses, AIFM and Portfolio
Manager reports and quarterly control reports.
Key risks have been identified and controls put in
place to mitigate them, including those not directly the
responsibility of the AIFM or Portfolio Manager. The key
risks are explained in more detail in the Strategic Report on
pages 32 to 35.
The effectiveness of each third-party provider’s internal
controls is assessed on an ongoing basis by the
Compliance and Risk departments of the AIFM and
Portfolio Manager, the Administrator and the Company
Secretary. Each maintains its own system of risk
management and internal control and the Board and
Audit Committee receive regular reports from them. The
Company's system of risk management and internal
control is designed to provide reasonable, but not
absolute, assurance against material misstatement or
loss and to manage, rather than eliminate, risk of failure
to achieve objectives. As the Company has no employees
and its operational functions are undertaken by third
parties, the Audit Committee relies on internal control
reports received from its principal service providers to
satisfy itself as to the controls in place.
The Board has established a process for identifying,
evaluating and managing the major risks faced by the
Group. It undertakes an annual review of the Group’s
system of risk management and internal control in line
with relevant guidance. Business risks have also been
analysed by the Board and recorded in a risk map that
is reviewed regularly. Each quarter the Board receives a
formal report from each of the AIFM, Portfolio Manager
and the Administrator detailing any identified internal
control failures or errors.
The Board considers the flow of information and the
interaction between the third-party service providers
and the controls in place to ensure accuracy and
completeness of the recording of assets and income. The
Board receives a report from the Portfolio Manager setting
out the key controls in operation.
The Board has direct access to the Company Secretarial
advice and services provided by Columbia Threadneedle
Investment Business Limited which, through its
nominated representative, is responsible for ensuring that
the Board and Committee procedures are followed and
that applicable regulations are complied with.
These controls have been in place throughout the year
under review and up to the date of signing the accounts.
Key risks relating to financial reporting identified by the
Auditor are considered by the Audit Committee to ensure
robust internal controls and monitoring procedures are in
place in respect of these risks on an ongoing basis.
Annual General Meeting (the ‘AGM’)
The Company’s AGM will be held at the Royal Automobile
Club, 89/91 Pall Mall, London SW1Y 5HS on Thursday
23 July 2026 at 2.30pm. The Notice of AGM is set out on
pages 105 to 109 and explanatory notes follow on pages
110 to 112.
Material interests
There were no contracts subsisting during or at the end
of the year in which a Director of the Company is or was
materially interested and which is or was significant in
relation to the Company’s business. No Director has a
contract of service with the Company. Details regarding
the Directors' appointment letters can be found on
page 52.
Report of the Directors
continued
Annual Report & Accounts 2026 45
Listing Rule 9.8.4R
The Company confirms that there are no items which
require disclosure under Listing Rule 9.8.4R in respect of
the year ended 31 March 2026.
Voting interests
Rights and Obligations Attaching to Shares
Subject to applicable statutes and other shareholders’ rights,
shares may be issued with such rights and restrictions as
the Company may by ordinary resolution decide, or (if there
is no such resolution or so far as it does not make specific
provision) as the Board may decide. Subject to the Articles
of Association (the 'Articles'), the Companies Act 2006
and other shareholders’ rights, unissued shares are at the
disposal of the Board.
Voting
At a general meeting of the Company, when voting is
undertaken by way of a poll, each share affords its owner
one vote.
Restrictions on Voting
No member shall be entitled to vote if he has been served
with a restriction notice (as defined in the Articles) after
failure to provide the Company with information concerning
interests in those shares required to be provided under the
Companies Act 2006.
Deadlines for Voting Rights
Votes are exercisable at a general meeting of the Company
in respect of which the business being voted upon is being
heard. Votes may be exercised in person, by proxy, or in
relation to corporate members, by corporate representatives.
The Articles provide a deadline for submission of proxy
forms of not less than 48 hours (or such shorter time as the
Board may determine) before the meeting (not excluding
non working days).
Transfer of Shares
Any shares in the Company may be held in uncertificated
form and, subject to the Articles, title to uncertificated shares
may be transferred by means of a relevant system. Subject
to the Articles, any member may transfer all or any of his
certificated shares by an instrument of transfer in any usual
form or in any other form which the Board may approve.
Significant Voting Rights
As at 31 March 2026, the following shareholders had notified
that they held over 3% of the voting rights in the Company on
a non- discretionary basis:
Since 31 March 2026 the Company has not received any
further notifications.
Articles of Association
The Company may only adopt new Articles of
Association by a special resolution passed by
shareholders at a general meeting. New articles were last
adopted at the 2021 AGM and are available to view on
the Company’s website.
Shareholder % of voting rights*
Brewin Dolphin Ltd 9.8%
Interactive Investor Share Dealing Services 8.4%
Hargreaves Lansdown Asset Management Ltd
5.5%
Rathbone Investment Management Ltd 4.9%
Quilter Cheviot Investment Management Ltd 3.7%
Investec Wealth & Investment Ltd 3.6%
Charles Stanley Group plc 3.2%
Evelyn Partners 3.0%
* See above for further information on the voting rights of ordinary shares.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
46 TR Property Investment Trust plc
Corporate Governance report
The Board of Directors is accountable to shareholders for
the governance of the Company’s affairs. This statement
describes how the principles of the 2024 UK Corporate
Governance Code (the 'Code') issued by the Financial
Reporting Council (the ‘FRC’) have been applied to the
affairs of the Company. The Code can be viewed at
www.frc.org.uk.
Application of the AIC Code’s Principles
In applying the principles of the Code, the Directors
have also taken account of the 2024 Code of Corporate
Governance published by the AIC (the ‘AIC Code’), of which
the Company is a member. The AIC Code establishes the
framework of best practice specifically for the Boards of
investment trust companies. Furthermore, the AIC Code
has full endorsement of the FRC, which means that AIC
members who report against the AIC Code meet their
obligations under the Code and the related disclosure
requirements contained in the Listing Rules. The AIC Code
can be viewed at www.theaic.co.uk.
The Directors believe that during the year under review
the Company has complied with the main principles and
relevant provisions of the Code, insofar as they apply to
the Company’s business, and with the provisions of the
AIC Code.
Compliance Statement
The Directors note that the Company did not comply with
the following provisions of the Code in the year ended
31 March 2026:
Provision 9. Due to the nature and structure of the
Company the Board of non-executive directors does not
feel it is appropriate to appoint a chief executive officer.
Provision 24. The Board believes that all Directors,
including the Chairman, should sit on all the Board’s
Committees.
Provision 26. As the Company has no employees and its
operational functions are undertaken by third parties, the
Audit Committee does not consider it necessary for the
Company to establish its own internal audit function. The
Company’s service providers provide assurance of their
effective system of risk management and internal control.
Provision 32. The Board does not have a separate
Remuneration Committee. The functions of a
Remuneration Committee are carried out by the
Nomination & Remuneration Committee.
Composition and Independence of the Board
Following the appointment of Graham Kitchen on 1 May
2026, the Board comprises six Directors, all of whom are
non-executive. The Board’s independence, including that
of the Chairman, has been considered and all the Directors
are deemed to be independent in character and have no
relationships or circumstances which are likely to affect
their judgement.
The Board subscribes to the view expressed in the AIC
Code that long-serving Directors should not be prevented
from forming part of an independent majority. It does
not consider that the length of a Director’s tenure, in
isolation, reduces their ability to act independently. The
Board’s policy on tenure is that continuity and experience
add significantly to the strength of the Board, although
it believes in the merits of an ongoing and progressive
refreshment of its composition.
Diversity
The Board recognises the benefit of diversity and as at
the date of this report it comprises three men and three
women, including one from a mixed/multiple ethnic group.
Diversity is taken into account as part of the recruitment,
appointment and succession planning process. The
Board is committed to appointing the most appropriate
candidate, regardless of gender or other forms of diversity
and therefore no targets have been set against which to
report.
In accordance with Listing Rule 6.6.6R (9) the Board
has provided the following information in relation to its
diversity:
Board Gender as at 31 March 2026
(1)
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions
on the
Board
(2)
Men 2 40% 1
Women 3 60%
(3)
2
(4)
(1)
The Company does not disclose the number of Directors in executive
management as this is not applicable for an investment trust company.
(2)
The three senior positions are: Chairman of the Board, Senior Independent
Director and Chairman of the Audit & Risk Committee. Note: the latter position
is not currently defined as a senior position under the Listing Rules, however
the Board believes that, for an investment trust company, it should be regarded
as such as it is broadly equivalent to the Chief Financial Officer of a trading
company.
(3)
This exceeds the Listing Rules target of 40%.
(4)
This exceeds the Listing Rules target of 1.
Annual Report & Accounts 2026 47
Board Ethnic Background as at 31 March 2026
(1)
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions
on the
Board
(2)
White British
or other White
(including minority-
white groups) 4 80% 2
Mixed/Multiple
Ethnic Groups 1 20% 1
(1)
The Company does not disclose the number of Directors in executive
management as this is not applicable for an investment trust company.
(2)
The three senior positions are: Chairman of the Board, Senior Independent
Director and Chairman of the Audit Committee.
The information included in the above tables has been
obtained through questionnaires completed by the
individual Directors.
Powers of the Directors
Subject to the Company’s Articles of Association, the
Companies Act 2006 and any directions given by special
resolution, the business of the Company is managed
by the Board who may exercise all the powers of the
Company, whether relating to the management of the
business of the Company or not. In particular, the Board
may exercise all the powers of the Company to borrow
money and to mortgage or charge any of its undertakings,
property, assets and uncalled capital and to issue
debentures and other securities and to give security for
any debt, liability or obligation of the Company to any third
party. There are no contracts or arrangements with third
parties which affect, alter or terminate upon a change of
control of the Company.
Directors
There have been no changes to the Board of Directors
during the year under review. Graham Kitchen was
appointed to the Board on 1 May 2026. The Directors’
biographies are set out on pages 39 and 40. All Directors,
with the exception of Andrew Vaughan, will stand for
re-election by shareholders at the forthcoming AGM in
accordance with the Code. Hannah Philp will join the
Board on 1 October 2026.
Board committees
The Board has established an Audit Committee,
a Nomination & Remuneration Committee and a
Management Engagement Committee. All the Directors
of the Company are non-executive and serve on each
Committee of the Board, as it is the Board’s policy to
include all Directors on all Committees. This encourages
unity, clear communication and avoids duplication of
discussion between the Board and its Committees.
The roles and responsibilities of each Committee are
set out in the individual Committee reports which follow.
Each Committee has written terms of reference which
clearly define its responsibilities and duties. These can
be found on the Company’s website, are available on
request and will also be available for inspection at the
AGM.
Board meetings
The number of meetings of the Board and Committees held during the year under review, and the attendance of
individual Directors, are shown below:
Board Audit & Risk MEC
Nomination &
Remuneration
Attended Eligible Attended Eligible Attended Eligible Attended Eligible
Kate Bolsover 6 6 2 2 1 1 1 1
Sarah-Jane Curtis 6 6 2 2 1 1 1 1
Tim Gillbanks 6 6 2 2 1 1 1 1
Busola Sodeinde 6 6 2 2 1 1 1 1
Andrew Vaughan 6 6 2 2 1 1 1 1
In addition to formal Board and Committee meetings, the Directors attended a separate meeting devoted to the
Company's strategy and also attend ad hoc meetings which are convened as and when necessary.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
48 TR Property Investment Trust plc
The Board
The Board is responsible for the effective stewardship
of the Company’s affairs. Certain strategic issues
are monitored by the Board at meetings against a
framework which has been agreed with the Manager.
Additional meetings may be arranged as required. The
Board has a formal schedule of matters specifically
reserved for its decision, which are categorised under
various headings, including strategy, management,
structure, capital, financial reporting, internal controls,
gearing, asset allocation, share price discount, contracts,
investment policy, finance, risk, investment restrictions,
performance, corporate governance and Board
membership and appointments.
In order to enable them to discharge their
responsibilities, all Directors have full and timely access
to relevant information. At each meeting, the Board
reviews the Company’s investment performance and
considers financial analyses and other reports of an
operational nature. The Board monitors compliance
with the Company’s objectives and is responsible for
setting asset allocation and investment and gearing
limits within which the Portfolio Manager has discretion
to act and thus supervises the management of the
investment portfolio, which is contractually delegated to
the Portfolio Manager.
The Board has responsibility for the approval of
investments in unquoted investments and any
investments in funds managed or advised by the
Portfolio Manager. It has also adopted a procedure
for Directors, in the furtherance of their duties, to take
independent professional advice at the expense of the
Company.
Conflicts of interest
In line with the Companies Act 2006, the Board has the
power to authorise any potential conflicts of interest
that may arise and impose such limits or conditions as
it thinks fit. A register of potential conflicts is maintained
and is reviewed at every Board meeting to ensure all
details are kept up to date. Appropriate authorisation will
be sought prior to the appointment of any new Director
or if any new conflicts arise.
Relations with shareholders
Shareholder relations are given high priority by the
Board, the AIFM and the Portfolio Manager. The prime
medium by which the Company communicates with
shareholders is through the half year and annual
reports which aim to provide shareholders with a
clear understanding of the Company’s activities and
its results. This information is supplemented by the
daily calculation of the Net Asset Value (‘NAV’) of the
Company’s ordinary shares which is published on
the London Stock Exchange. This information is also
available on the Company’s website, www.trproperty.
com, together with a monthly factsheet and Manager
commentary.
The Annual Report and Accounts and Notice of the
AGM are issued to shareholders so as to provide
at least twenty working days’ notice of the AGM, in
accordance with corporate governance best practice.
Shareholders wishing to lodge questions in advance of
the AGM, or to contact the Board at any other time, are
invited to do so by writing to the Company Secretary at
the registered address given on page 113.
General presentations are given to both shareholders
and analysts following the publication of the annual
results. All meetings between the Manager and
shareholders are reported to the Board. The Chairman
is available to meet with shareholders and has had a
number of such meetings since her appointment in
July 2023.
Section 172 Companies Act 2006
Section 172 of the Companies Act 2006 requires
directors to act in good faith and in a way that is the
most likely to promote the success of the Company. In
accordance with the requirements of the Companies
(Miscellaneous Reporting) Regulations 2018, below, the
Company explains how the Directors have discharged
their duty under section 172 during the year. Fulfilling
this duty naturally supports the Company in achieving
its Investment Objective and helps to ensure that all
decisions are made in a responsible and sustainable
way.
On appointment, Directors are provided with a detailed
induction outlining their duties, legally and regulatory, as
a Director of a UK public limited company and continue
to receive regular relevant technical updates and
training. The Directors also have access to the advice
and services of the Company Secretary and, when
deemed necessary, they have the opportunity to seek
independent professional advice in the furtherance of
their duties as a Director, at the Company’s expense.
Decision making
The Board considers the impact that any material
decision will have on all relevant stakeholders to ensure
that it is making a decision that promotes the long-term
success of the Company, whether this be, for example,
in relation to dividends, new investment opportunities
or the Company’s future strategy. In addition, the Board,
together with the Manager, holds a meeting focused on
strategy on an annual basis to look ahead in the market
and anticipate potential scenarios and how this may
impact the Company’s stakeholders.
Corporate Governance report
continued
Annual Report & Accounts 2026 49
Stakeholder Group and why
they are important
Board engagement
Shareholders
Shareholder support is
essential to the existence
of the Company and
delivery of the long-term
strategy of the business.
The Company has over 3,000 shareholders, including institutional and retail investors. The
Board is committed to maintaining open channels of communication and to engage with
shareholders in a manner they find most meaningful in order to gain an understanding of
their views. These include the channels below:
• Annual General Meeting – the Company welcomes and encourages attendance and
participation from shareholders at its AGM. The Manager gives a presentation at the AGM
on the Company’s performance and the future outlook. Shareholders have the opportunity
to meet the Directors and Manager and to address questions to them directly. The Company
values any feedback and questions it receives from shareholders ahead of and during the
AGM and takes action or makes changes if and when appropriate.
• Publications – the half year and annual reports are made available on the Company's
website and sent to shareholders. These publications provide information on the Company
and its portfolio of investments and a better understanding of the Company’s financial
position. This is supplemented by daily publication of the NAV on the London Stock
Exchange and monthly factsheets on the Company’s website. The Company is open to
feedback from shareholders to improve its publications.
• Shareholder meetings – the Manager meets with shareholders regularly and their feedback
is shared with the Board.
• Working with the brokers – the Manager and brokers work together to maintain dialogue
with shareholders and prospective investors. The Board is provided with regular updates at
meetings and outside of meetings if required.
• Marketing and PR – this includes the use of social media – specifically LinkedIn – to
engage with shareholders by providing timely updates on investment activity and Company
news; sharing factsheets and financial reports; and highlighting key market developments.
Through LinkedIn, the Company aims to ensure transparent and engaging communication
with shareholders, while raising the profile of the TR Property brand.
• Shareholder concerns – in the event that shareholders wish to raise issues or concerns
with the Board, they are welcome to do so at any time by writing to the Chairman at the
registered office. The Senior Independent Director is also available to shareholders if they
have concerns that contact through the normal channel of the Chairman has failed to
resolve or for which such contact is inappropriate.
The Manager
Holding the Company’s
shares offers investors a
liquid investment vehicle
through which they can
obtain exposure to the
Company’s diversified
portfolio. The Investment
Manager’s performance is
critical for the Company
to deliver successfully its
investment strategy and
meet its objective.
Maintaining a close and constructive working relationship with the Manager is crucial, as the
Board and the Manager both aim to continue to achieve consistent, long-term returns in line
with the Company’s investment objective. Important components in the collaboration with
the Manager, representative of the Company’s culture include those listed below.
• Encouraging open, honest and collaborative discussions at all levels, allowing time and
space for original and innovative thinking.
• Ensuring that the impact on the Manager is considered fully and understood before any
business decision is made.
• Ensuring that any potential conflicts of interest are avoided or managed effectively.
The Board holds detailed discussions with the Manager on all key strategic and operational
topics on an ongoing basis. In addition, the Chairman regularly meets with the Manager to
ensure ongoing dialogue is maintained.
Stakeholders
The Board recognises the needs and importance of
the Company’s stakeholders and ensures that they are
considered during all its discussions and as part of its
decision making. Since the Company is an investment
trust company that is externally managed, the Company
does not have any employees (the Directors have a
Letter of Appointment and are not employees of the
Company), nor does it have a direct impact on the
community or environment in the conventional sense.
The Board recognises its key stakeholders and explains
below why these stakeholders are considered important
to the Company and the actions taken to ensure that
their interests are taken into account.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
50 TR Property Investment Trust plc
Stakeholder Group and why
they are important
Board engagement
External Service Providers, particularly the Company Secretary, the Administrator, the Registrar, the Depositary and the
Broker
A range of advisers
enables the Company
to function and ensure
that it meets its relevant
obligations as an
investment trust company
and a constituent of the
FTSE 250.
The Board maintains regular contact with its key external providers and receives regular
reporting from them through Board and committee meetings, as well as outside of the
regular meeting cycle. Their advice, as well as their needs and views, are routinely taken into
account. The Management Engagement Committee formally assesses their performance,
fees and continuing appointment at least annually to ensure that the key service providers
continue to function at the required level and are appropriately remunerated to deliver
the expected level of service. The Audit Committee reviews and evaluates the control
environment in place at each service provider as appropriate.
Lenders
Availability of funding and
liquidity are crucial to the
Company’s ability to take
advantage of investment
opportunities as they arise.
The Board needs to demonstrate to lenders that it is a well-managed business, capable of
delivering long-term returns consistently.
Regulators
The Company can only
operate with the approval
of its regulators who have
a legitimate interest in how
the Company operates in
the market and treats its
shareholders.
The Board regularly considers how it and the Company meet the various regulatory and
statutory obligations and follows voluntary and best-practice guidance, including how any
governance decisions it makes can have an impact on its stakeholders, both in the shorter
and in the longer term.
Investee Companies
Portfolio companies are
ultimately shareholders’
assets and the Board
recognises the importance
of good stewardship and
communication with investee
companies in meeting the
Company’s investment
objective and strategy.
The Manager communicates regularly with portfolio companies and is an engaged
shareholder (on behalf of the Company). The Board monitors the Manager’s stewardship
arrangements and receives regular feedback on meetings with the management of portfolio
companies and voting at their general meetings.
The Board is always mindful of the requirement to act in the
best interests of shareholders as a whole and to have regard
to the other requirements of section 172 which form part
of the Board’s decision-making process. The following key
decisions taken by the Board during the year ended 31 March
2026 are examples of this:
Gearing
During the financial year, the Company continued to utilise
its existing revolving credit facilities and undertook a review
of the available options as renewals fell due throughout
the year. The Company has two multi-currency revolving
credit facilities with Royal Bank of Scotland International
totalling £90 million. In February 2026 the Company’s 1.92%
unsecured €50m loan notes which were issued in 2016
matured and were repaid. They were replaced with two new
multi-currency revolving credit facilities of £25m each with
BBVA, the first for one year and the other for three years.
These facilities provide flexibility and complement the
longer-term private placement fixed term debt that is in place
in the form of the 3.59% unsecured £15,000,000 loan notes
which are due to be redeemed at par on 10 February 2031. In
addition, the use of CFDs introduces gearing.
Dividends
Subject to shareholder approval of the proposed final
dividend, the Company will pay a total dividend of 16.10p
for the financial year, representing an increase of 1.3% on
the previous year. Although earnings increased in the year
under review, this year’s dividend is not fully covered by
earnings. Therefore the Company's revenue reserve has been
utilised once again to support the dividend payment. Initial
forecasts for the financial year to 31 March 2027 indicate
that revenue may not be sufficient to cover fully the dividend
in the forthcoming financial year and the revenue reserve
may be utilised further. The Board recognises the importance
of dividends to shareholders and, subject to careful review
of the Company’s revenue forecasts and reserves together
with the investment outlook, it remains prepared to continue
to use the revenue reserve to support the dividends paid to
shareholders over periods of income shortfall or volatility for
identified reasons.
Corporate Governance report
continued
Annual Report & Accounts 2026 51
Portfolio management
During the year the Board continued to focus on the
performance of the Manager in achieving the Company’s
investment objective within an appropriate risk framework.
The Board continued to consider the impact on the Company
(including portfolio activity, risks and opportunities, gearing,
revenue forecasts and the operations of other third party
providers) of a number of events through the financial year
to ensure that the portfolio had sufficient resilience together
with the Company’s operational structure to meet the
unprecedented circumstances.
Culture and business conduct
The Board believes that having a good corporate
culture, particularly in its engagement with the Manager,
shareholders and other key stakeholders, aids delivery of
its long-term strategy. In line with this purpose, the Board
promotes a culture of openness, debate and integrity through
ongoing engagement with the Manager and with its other
service providers. The Directors agree that establishing and
maintaining a healthy corporate culture within the Board and
in its interaction with the Manager, shareholders and other
stakeholders will support the delivery of its purpose, values
and strategy. The Board strives to ensure that its culture is in
line with the Company’s purpose, values and strategy.
The Company has a number of policies and procedures in
place to assist with maintaining a culture of good governance
including those relating to diversity, Directors’ conflicts of
interest and Directors’ dealings in the Company’s shares. The
Board assesses and monitors compliance with these policies
as well as the general culture of the Board regularly through
Board meetings and in particular during the annual evaluation
process (for more information see the Board evaluation
section on page 52).
The Board seeks to appoint the best possible service
providers and evaluates their service on a regular basis as
described on page 53. The Board considers the culture of the
Manager and other service providers, including their policies,
practices and behaviour, through regular reporting from
those stakeholders and in particular during the annual review
of the performance and continuing appointment of all service
providers.
Employee, social impact and wider
community
The Board recognises the requirement under the Companies
Act 2006 to detail information about human rights,
employees and community issues, including information
about any policies it has in relation to those matters and
the effectiveness of those policies. These requirements,
practically, are not applicable to the Company as it has no
employees, all the Directors are non-executive and it has
outsourced all operational functions to third-party service
providers. Therefore, the Company has not reported further in
respect of these provisions.
Directors’ indemnity
Directors’ and Officers’ liability insurance cover is in place in
respect of the Directors.
The Company’s Articles of Association allow it, to the extent
permitted by the Companies Act 2006, to indemnify the
Directors against any liability. The Company has entered into
deeds of indemnity for the benefit of each Director of the
Company in respect of liabilities which may attach to them in
their capacity as Directors of the Company. These provisions,
which are qualifying third party indemnity provisions as
defined by section 234 of the Companies Act 2006, were
introduced in January 2007 and currently remain in force.
Directors’ statement as to disclosure of
information to the Auditor
The Directors who were members of the Board at the time
of approving the Directors’ Report are listed on pages 39
and 40. Having made enquiries of fellow Directors and of the
Company’s Auditor, each of the Directors confirms that:
• so far as they are aware, there is no information of which
the Company’s Auditor is unaware; and
• each Director has taken all the steps that they ought to
have taken as a Director to make themselves aware of
any relevant audit information and to establish that the
Company’s Auditor is aware of that information.
This information is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
By order of the Board,
Columbia Threadneedle Investment
Business Limited,
Company Secretary
9 June 2026
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
52 TR Property Investment Trust plc
Report of the Nomination & Remuneration Committee
Key responsibilities
• To review the Board and its Committees and make
recommendations to the Board in relation to structure,
size and composition, the balance of knowledge,
experience and skill ranges;
• To consider succession planning and tenure policy and
oversee the development of a diverse pipeline;
• To consider the re-election of Directors;
• To review the outcome of the Board evaluation
process; and
• To review the level of Directors' fees and make
recommendations to the Board as appropriate. The
Directors' Remuneration Report can be found on
page 58.
The Nomination & Remuneration Committee meets at
least annually and more frequently as and when required.
It last met in March 2026.
Activity during the year
The Committee discussed succession planning of the
Board, its tenure and diversity policies. It reviews annually
the size and structure of the Board and will continue to
review succession planning and further recruitment,
taking into account the recommendations of Board
evaluations.
Board evaluation
During the year the Board engaged Tim Stephenson of
Stephenson & Co, an independent company which
specialises in investment trust board evaluations, to
facilitate an independent evaluation of the effectiveness
of the Board, its committees and the performance
of each Director. In addition to the Directors, the
Investment Manager and the Company Secretary were
interviewed. Mr Stephenson’s report was discussed by
the Committee. The evaluation was considered by the
Committee to be constructive in terms of analysing
Board composition and providing recommendations on
Board succession planning. It concluded that the Board
as a whole, the individual Directors and its Committees
were functioning effectively and there were no significant
actions arising from the evaluation process.
However, to ensure effective succession planning and
continuity, the Committee had already identified the
need to recruit individuals with investment management
and investment trust company experience. A third party,
Cornforth Consulting Limited (‘Cornforth’), was engaged
to recruit two new Directors, resulting in the appointment
of Graham Kitchen with effect from 1 May 2026 and
Hannah Philp with effect from 1 October 2026. Cornforth
do not provide any other services to the Company and
have no other connection with the Company or individual
Directors.
In light of the performance evaluation, the Board
confirms that the performance of each Director
continues to be effective and that each Director
demonstrates commitment to their role. All Directors,
with the exception of Andrew Vaughan who has decided
to step down from the Board, will offer themselves for re-
election at the forthcoming AGM. Further information on
each Director’s skills, experience and their contribution
to the Board are outlined in the biographies on pages 39
and 40.
Board’s policy on tenure
Provision 24 of the AIC Code of Corporate Governance
allows a different approach to tenure in relation to
investment companies, reflecting how they differ to
operating companies in not having a chief executive.
The Board took into consideration the approach when
it adopted its ‘Policy Governing Board Members’ Tenure
and Reappointment’. This policy outlines the Board’s
approach to tenure and reappointment of non-executive
directors. It states its belief that the value brought
through continuity and experience of Directors with
longer periods of service is not only desirable, but
essential in an investment company. The Board does not
believe that it is appropriate to set a specific tenure limit
for individual Directors or the Chairman of the Board or
its committees however, Directors will not normally stand
for re-election at the AGM after they have served on the
Board for nine years.
Directors’ training
On appointment, new Directors are offered training to
suit their needs. Directors are also provided with key
information on the Company’s activities on a regular
basis, including regulatory and statutory requirements
and internal controls. Changes affecting Directors’
responsibilities are advised to the Board as they arise.
Directors ensure that they are updated on regulatory,
statutory and industry matters.
Letters of appointment
No Director has a contract of employment with
the Company. Directors’ terms and conditions for
appointment are set out in letters of appointment which
are available for inspection at the registered office of the
Company and at the AGM.
Kate Bolsover
Chairman of the Nomination & Remuneration Committee
9 June 2026
Annual Report & Accounts 2026 53
Report of the Management Engagement Committee
(the 'MEC')
Key responsibilities
• Monitor and review the performance of the AIFM and
Portfolio Manager;
• Review the terms of the Investment Management
Agreement; and
• Annually review the contracts and performance of
each external third-party service provider.
In addition to investment management, the Board
has delegated to external third parties the depositary
and custodial services functions (which include the
safeguarding of assets), the day to day accounting,
company secretarial, administration and share
registration services. Each of these contracts was
entered into after full and proper consideration of the
quality of the services offered, including the control
systems in operation insofar as they relate to the
affairs of the Company.
The MEC meets at least annually, towards the end of
the financial year and last met in March 2026.
Activity during the year
At the meeting held in March 2026, the MEC reviewed
the performance of the AIFM and Portfolio Manager and
considered both the appropriateness of the Manager’s
appointment and the contractual arrangements
(including the structure and level of remuneration) with
the Manager.
In addition to the reviews by the MEC, the Board
reviewed and considered performance reports from the
Portfolio Manager at each Board meeting. The Board
also received regular reports from the Administrator and
Company Secretary.
The Board believes that the Manager’s track record and
performance remains outstanding. As a result, the MEC
confirmed that the AIFM and Portfolio Manager should
be retained for the financial year ending 31 March
2027, being in the best interests of all shareholders. A
summary of the significant terms of the Investment
Management Agreement and the third party service
providers who support the Company are set out below.
During the year, the MEC also reviewed the performance
of all the Company's third party service providers,
including BNP Paribas, Computershare, Columbia
Threadneedle Investments acting as Company
Secretary, both firms of corporate brokers (Panmure
Gordon and Peel Hunt) and PwC (as tax advisers). The
Portfolio Manager provides regular updates on the
performance of all third-party providers during the year
and attended this part of the MEC Meeting. The MEC
confirmed that it was satisfied with the level of services
delivered by each third party provider.
Management arrangements and fees
Columbia Threadneedle Investment Business Limited
acts as the Company’s Alternative Investment Fund
Manager in accordance with the Alternative Investment
Fund Managers Directive, with portfolio management
delegated to the Investment Manager, Thames River
Capital LLP. The significant terms of the Investment
Management Agreement with the Manager are as
follows:
Notice period
The Investment Management Agreement (‘IMA’)
provides for termination of the agreement by either
party without compensation on the provision of not
less than 12 months’ written notice.
Management fees
The fee for the period under review was a fixed fee of
£4,320,000 plus an ad valorem fee of 0.20% pa based
on the net asset value (determined in accordance with
the AIC method of valuation) on the last day of March,
June, September and December, payable quarterly in
advance. The fee arrangements have been reviewed by
the Board for the year to 31 March 2027 and the fixed
element of the fee will increase to £4,430,000, whilst
the ad valorem rate will remain unchanged.
The Board continues to consider that the fee structure
aligns the interests of the shareholder and the Manager
as well as being highly competitive.
The fee arrangements will continue to be reviewed on
an annual basis.
Performance fees
In addition to the management fees, the Board has
agreed to pay the Manager performance related fees in
respect of an accounting period if certain performance
objectives are achieved.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
54 TR Property Investment Trust plc
A performance fee is payable if the total return of
adjusted net assets (after deduction of all Base
Management Fees and other expenses), as defined
in the IMA, at 31 March each year outperforms the
total return of the Company’s benchmark plus 1%
(the ‘hurdle rate’); this outperformance (expressed
as a percentage) is known as the ‘percentage
outperformance’. Any fee payable will be the
amount equivalent to the adjusted net assets at
31 March each year multiplied by the percentage
outperformance, then multiplied by 15%. The
maximum performance fee payable for a period is
capped at 1.5% of the adjusted net assets. However,
if the adjusted net assets at the end of any period
are less than at the beginning of the period, the
maximum performance fee payable will be limited to
1% of the adjusted net assets.
‘Adjusted Net Assets’ means the Net Asset Value
after (i) excluding any increases or decreases in Net
Asset Value attributable to the issue or repurchase
of any ordinary shares; (ii) adding back the aggregate
amount of any dividends paid or distributions made
in respect of any ordinary shares; and (iii) excluding
the amount of any Performance Fee accrued for the
period.
If the total return of shareholders’ funds for any
performance period is less than the benchmark
for the relevant performance period, such
underperformance (expressed as a percentage) will
be carried forward to future performance periods.
If any fee exceeds the cap, such excess performance
(expressed as a percentage) will be carried
forward and applied to offset any percentage
underperformance in future performance periods.
In the event that the benchmark is exceeded but
the hurdle is not, that outperformance of the
benchmark can be used to offset past or future
underperformance. These amounts can be used for
offset purposes only and therefore cannot have the
effect of creating a fee in a year where a fee would
not otherwise be payable or increasing the fee in that
year. The carry forward of outperformance at
31 March 2026 is 0.4% (2025: 0.4%).
Depositary arrangements and fees
BNP Paribas acts as the Company's Depositary,
in accordance with the AIFMD. The Depositary’s
responsibilities include: cash monitoring; segregation
and safekeeping of the Company’s financial
instruments; and monitoring the Company’s
compliance with investment and leverage
requirements. The Depositary receives for its services
a fee of 2.0 basis points per annum on the first £150
million of the Company’s assets, 1.4 basis points per
annum on assets above £150 million and below £500
million and 0.75 basis points on assets above £500
million.
Review of third party service
providers' fees
Custody and Administration Services are provided by
BNP Paribas and Company Secretarial Services by
Columbia Threadneedle Investment Business Limited.
The fees for these services are charged directly to the
Company and are disclosed within other administrative
expenses disclosed in notes to the accounts.
Kate Bolsover
Chairman of the Management
Engagement Committee
9 June 2026
Report of the Management Engagement Committee (the 'MEC')
continued
Annual Report & Accounts 2026 55
Report of the Audit & Risk Committee
Key responsibilities
• To review accounting policies and significant financial
reporting judgements;
• To consider and recommend to the Board for approval
the contents of the draft Half year and Annual Reports;
• To consider the audit plan and review the findings of
the audit with the external auditor;
• To monitor, together with the Manager, the Company’s
compliance with financial reporting, maintenance of
Investment Trust status and regulatory requirements;
• To review the adequacy and effectiveness of the
Company’s system of risk management and internal
control;
• To review internal controls reports from key third party
service providers; and
• To consider the impact of providing non-audit services
on the external Auditor’s independence and objectivity.
Representatives of the Manager’s Internal Audit and
Compliance departments may attend Committee
meetings at the Committee Chairman’s request.
Representatives of the Company’s Auditor attend the
Committee meetings at which the draft Half Year and
Annual Report and Accounts are reviewed and are given
the opportunity to speak to the Committee members
without the presence of the representatives of the
Manager.
The Board recognises the requirement for at least
one Committee member to have recent and relevant
financial experience and for the Audit & Risk Committee
as a whole to have competence relevant to the sector.
Both Mr Gillbanks and I are qualified accountants with
extensive and recent experience in the Financial Services
Industry. The other members of the Committee have
a combination of property, financial, investment and
business experience through senior positions held
throughout their careers.
Activity during the year
During the year the Committee met twice, with all
members at each meeting and considered the following:
• Consideration of the Risk Map: any changes to the
likelihood or impact of risks and consequential
changes required to Board Monitoring and mitigation
procedures. Consideration of any new or emerging
risks and inclusion in the Risk Map if appropriate. This
has included consideration of the impact of inflationary
and interest rate increases, and political unrest and
military activity in various parts of the world across a
range of risk categories,
• The Group’s Internal Controls and consideration of the
Reports thereon;
• The ISAE/AAF reports or their equivalent from
Columbia Threadneedle and BNP Paribas;
• Whether the Company should have its own internal
audit function;
• The external Auditor’s planning memorandum setting
out the scope of the annual audit and proposed key
areas of focus;
• The reports from the Auditor concerning its audit
of the Financial Statements of the Company and
Consideration of Significant issues in relation to the
Financial Statements;
• The appropriateness of, and any changes to, the
accounting policies of the Company, including the
reasonableness of any judgements required by such
policies;
• The Long-Term Viability statement and consideration
of the preparation of the Financial Statements on
a Going Concern basis, taking account of forward
looking income forecasts, the liquidity of the
investment portfolio and debt profile;
• The financial and other disclosures in the Financial
Statements;
• The information presented in the Half Year and Annual
Reports to assess whether, taken as a whole, they are
fair, balanced and understandable and the information
presented will enable shareholders to assess the
Company’s position, performance, business model and
strategy;
• The performance of the external auditor, to approve
their audit fees and consider the assessment of
independence;
• The review and subsequent proposal to the Board of
the interim and final dividends; and
• The review of the Committee’s terms of reference,
ensuring they remain appropriate and compliant with
the UK Corporate Governance Code.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
56 TR Property Investment Trust plc
Going concern
In assessing whether it continues to be appropriate to
prepare the Accounts on a Going Concern basis, the
Committee has made a detailed assessment of the
ability of the Company and Group to meet its liabilities
as they fall due, including stress and liquidity tests which
considered the effects of substantial falls in investment
valuations, substantial reductions in revenue received
and reductions in market liquidity.
In light of the testing carried out, the overall levels of
the investment liquidity held by the Company and the
significant net asset position, the Parent Company and
Group, the Directors confirm that they are satisfied that
the Company and the Group have adequate financial
resources to continue in operation for at least the next 12
months following the signing of the financial statements
and therefore it is appropriate to continue to adopt the
Going Concern basis of accounting.
The long-term viability of the Company and the Group
was also assessed as set out on pages 36 and 37.
Risk management and internal control
The Board has overall responsibility for the Group’s
system of Risk Management and Internal Control and
for reviewing their effectiveness. Key risks relating
to financial reporting identified by the Auditor are
considered by the Committee to ensure that robust
internal controls and monitoring procedures in respect
of these are in place on an ongoing basis. Further details
can be found on page 44.
The Committee received and considered reports on
Internal Controls from the key service providers. No areas
of concern were highlighted.
The Company’s risk map was considered to identify
any emerging risks and whether any adjustments were
required to existing risks, and the controls and mitigation
measures in place in respect of those risks.
Based on the processes and controls in place within
Columbia Threadneedle Investments and other
significant service providers, the Board has concurred
that there is no current need for the Company to have its
own internal audit function.
The Chairman of the Committee met with Columbia
Threadneedle's head of Internal Audit during the year to
obtain an update on their internal audit programme. No
points of concern were raised.
Significant issues in relation to the financial
statements
The Committee has considered this report and financial
statements and the Long-Term Viability statement
on pages 36 and 37. The Committee considered the
Auditor’s assessment of risk of material misstatement
and reviewed the internal controls in place in respect
of the key areas identified and the process by which
the Board monitors each of the procedures to give the
Committee comfort on those risks on an ongoing basis.
Those risks are also highlighted in the Committee’s Risk
Map.
• Carrying amount of listed investments (Group and
Parent Company) – the Group’s investments are priced
for the daily NAV by BNP Paribas.
The quoted assets are priced by the Administrator’s
Global Pricing Platform which uses independent external
pricing sources. The control process surrounding this is
set out in the BNP Paribas AAF 01/06 Internal Controls
Report and testing by the reporting accountant for the
period reported to 30 September 2025 which did not
reveal any significant exceptions. The quarterly control
report to the Board from BNP Paribas covering the period
up to 31 March 2026 disclosed no significant issues to
report. In addition, on each business day, the Manager
estimates the NAV using an alternative pricing source as
an independent check.
The Auditor agreed 100% of the listed investments of the
portfolio to externally quoted prices and independently
received third-party confirmations from investment
custodians and found the carrying value of listed
investments to be acceptable.
• Valuation of Direct Property Investments (Group and
Parent Company) – the physical property portfolio is
valued every six months by professional independent
valuers.
Jones Lang LaSalle (‘JLL’) value the portfolio on the basis
of Fair Value in accordance with the RICS Valuation –
Professional Standards VPS4 (1.5) Fair Value and VPGA
1 Valuations for Inclusion in Financial Statements,
which apply the definition of Fair Value adopted by the
International Financial Reporting Standards. IFRS 13
defines Fair Value as:
‘The amount for which an asset could be exchanged, a
liability settled, or an equity instrument granted could be
exchanged, between knowledgeable, willing parties in an
arm’s length transaction.’
Report of the Audit & Risk Committee
continued
Annual Report & Accounts 2026 57
In undertaking their valuation of each property, JLL
make their assessment on the basis of a collation and
analysis of appropriate comparable investments, rental
and sale transactions, together with evidence of demand
within the vicinity of each property. This information is
then applied to the properties, taking into account size,
location, terms, covenant and other material factors.
The Board has reviewed reports from the Manager and
the external valuer and determined the valuation to be
reasonable.
The Auditor has set out their detailed testing and
procedures in respect of the direct property valuation and
concluded that they found the Company’s valuation of
investment properties to be acceptable.
There has been nothing brought to the Committee’s
attention in respect of the financial statements for
the year ended 31 March 2026 that was material or
significant or that the Committee felt should be brought
to shareholders’ attention.
Auditor assessment and independence
The Company’s external auditor, KPMG LLP ('KPMG')
was appointed as the Company’s auditor at the 2016
AGM. During the year under review, the Company’s Audit
Partner, Craig Steven-Jennings, was succeeded by
Hannah Walsh.
At the half year meeting of the Committee, KPMG
presented their audit plan for the year end and the
Committee considered the audit process and fee
proposal. The Committee also reviewed KPMG’s
independence policies and procedures, including quality
assurance procedures. It was considered that those
policies are fit for purpose and the Directors are satisfied
that KPMG is independent.
The total fee payable to the Auditor in respect of the
audit for the year to 31 March 2026 was £115,000 (2025:
£121,500), which was approved by the Committee.
The Committee has approved and implemented a policy
on the engagement of the Auditor to supply non-audit
services, taking into account the recommendations of
the Accounting Practices Board with a view to ensuring
that the external Auditor does not provide non-audit
services that have the potential to impair or appear to
impair the independence of their audit role. In addition,
the Committee reviewed the actions put in place by the
Auditor to ensure there was a clear separation between
audit and advisory services. The Committee does not
believe there to be any impediment to the Auditor’s
objectivity and independence.
Following each audit, the Committee reviews the audit
process and considers its effectiveness and the quality
of the services provided to the Company. Within this
process, the Committee takes into consideration their
own assessment, the self-evaluation of the auditor
and the Audit Quality Review Report produced by the
FRC in order to monitor the progress of the Auditor’s
performance compared with its peers and the targets set
by the FRC.
Full details of the Auditor’s fees are provided in note 6 to
the accounts on page 80. No fees for non-audit services
were paid for the year to 31 March 2026 (2025: nil).
Audit Tender
As a Public Interest Entity, the Company is required to
put its audit out to tender every ten years and to rotate
auditors every twenty years. KPMG was appointed the
Company’s independent auditor following the last tender
undertaken in 2016 and therefore the next audit tender
was due to be conducted before the 2027 financial year
end. In order to allow the various audit firms sufficient
time to clear any potential conflicts of interest, the
Committee carried out the tender in October 2025.
Initial enquiries were made of the so-called “Big Four”
audit firms and one “challenger” firm. Following receipt
of formal tender proposals the Committee received
presentations from, and held discussions with,
four audit firms. After fair and objective consideration,
the Committee recommended to the Board its first
and second audit firm choices. The Board agreed
that Johnston Carmichael LLP be appointed as the
Company’s independent auditor to replace KPMG with
effect from the conclusion of the forthcoming AGM. In
reaching its decision to appoint Johnston Carmichael,
the Committee took account of the quality of the
written proposals, presentations and discussions, the
technical competence of the individuals comprising the
proposed audit team and a review of the evaluation of
each firm’s audit performance through the Audit Quality
Inspection Report for 2024/25 published by the Financial
Reporting Council (the ‘FRC’). The Committee confirms
that the tender process complied with the FRC's "Audit
Committees and the External Audit: Minimum Standard".
We thank KPMG for their service over the past ten
years and we look forward to working with Johnston
Carmichael.
Busola Sodeinde
Chairman of the Audit & Risk Committee
9 June 2026
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
58 TR Property Investment Trust plc
Directors’ Remuneration Report
Introduction
The Board has prepared this report and the Directors’
Remuneration Policy, in accordance with the
requirements of Schedule 8 of the Large and Medium
Sized Companies and Groups (Accounts and Reports)
Regulations 2013. Ordinary resolutions for the approval
of this report and the Directors’ remuneration policy
will be put to shareholders at the forthcoming Annual
General Meeting.
The law requires the Company’s Auditor, KPMG LLP,
to audit certain of the disclosures provided. Where
disclosures have been audited, they are indicated
as such. The Auditor’s opinion is included in the
‘Independent Auditor’s Report’.
Annual remuneration report
For the year ended 31 March 2026, Directors’ fees were
paid at the annual rates of Chairman: £78,300 (2025:
£76,000) and all other Directors: £40,200 (2025: £39,000).
An additional £6,700 (2025: £6,600) was paid per annum
for the roles of Audit & Risk Committee Chairman and
Senior Independent Director. The actual amounts paid to
the Directors during the financial year under review are as
shown in the Single total figure table overleaf.
The Nomination & Remuneration Committee met in
March 2026 and considered the results and feedback
from the Board evaluation. It was agreed that the
Directors’ fees would be increased, with effect from 1
April 2026, to the following levels: Chairman £79,500;
Audit & Risk Committee Chairman £50,000; and other
Directors £41,500. In the past the fees paid to the
Chairman of the Audit & Risk Committee and the Senior
Independent Director have been set at the same level.
However, the Committee agreed that there should be
a distinction between the fees paid for the two roles to
reflect the additional responsibilities of the former and
therefore the fee for the Senior Independent Director has
been held at £46,900.
Directors’ remuneration policy
The Company’s policy is that the fees payable to the
Directors should be set at a competitive level, to reflect
the time spent by the Board on the Company’s affairs and
the responsibilities borne by the Directors and should
be sufficient to enable candidates of high calibre to be
recruited. The policy is for the Chairman of the Board, the
chairman of the Audit & Risk Committee and the Senior
Independent Director to be paid higher fees than the other
Directors to reflect experience and in recognition of their
more onerous roles. This policy was approved by the
members at the 2023 AGM, and the Directors’ intention is
that this will continue for the year ending 31 March 2027.
In accordance with the regulations, an ordinary resolution
to approve the Directors’ remuneration policy will be put to
shareholders at the forthcoming AGM.
The Directors are paid in the form of fees, payable monthly
in arrears, to the Director personally or to a third party
specified by that Director. The Directors are entitled to be
paid all reasonable expenses properly incurred by them
attending meetings with shareholders or other Directors
or otherwise in connection with the discharge of their
duties as Directors. There are no long-term incentive
schemes, share option schemes or pension arrangements
and the fees are not specifically related to the Directors’
performance, either individually or collectively.
The Board comprises entirely of non-executive Directors,
whose appointments are reviewed formally each year.
None of the Directors have a contract of service and a
Director may resign by notice in writing to the Board at
any time; there are no notice periods and no payments
made for loss of office. The terms of their appointment
are detailed in an appointment letter when they join the
Board. As the Directors do not have service contracts,
the Company does not have a policy on termination
payments. The Company’s Articles of Association
currently limit the total aggregate fees payable to the
Board to £400,000 per annum.
Any shareholders’ views in respect of Directors’
remuneration are communicated at the Company’s
AGM and are taken into account in formulating the
Directors' remuneration policy. At the 2025 AGM, 99.4% of
shareholders’ votes cast were in favour of the resolution
approving the Directors’ Remuneration Report, with 0.6%
against, showing very significant shareholder support.
The components of the remuneration package for non
executive Directors, which are comprised in the Directors’
remuneration policy of the Company are set out overleaf,
with a description and approach to determination.
Annual Report & Accounts 2026 59
Remuneration Type
Fixed Fees Additional Fees Expenses Other
The aggregate limit for
the fees for the Board
as a whole is currently
£400,000 per annum
which, in accordance
with the Articles of
Association, is divided
between the Directors as
they deem appropriate.
Fees are set to reflect
the role of each Board
member and the time
commitment required
to carry out their duties
and are reviewed with
reference to the fees paid
to Directors of similar
investment companies.
Additional fees may be paid
to any Director who fulfils the
role of the Chairman, who
chairs any committee of the
Board or who is appointed
as the Senior Independent
Director.
These fees are set at a
competitive level to reflect
experience and time
commitment.
The Directors are entitled
to be paid all reasonable
expenses properly incurred
by them attending meetings
with shareholders or other
Directors or otherwise in
connection with the discharge
of their duties as Directors.
Board members are not
eligible for bonuses, pension
benefits, share options,
long-term incentive schemes
or other non-cash benefits or
taxable expenses.
Annual remuneration report
For the year ended 31 March 2026, Directors’ fees were paid at the annual rates of Chairman: £78,300 (2025:
£76,000) and all other Directors: £40,200 (2025: £39,000). An additional £6,700 (2025: £6,600) was paid per
annum for the roles of Audit Committee Chairman and Senior Independent Director. The actual amounts paid to
the Directors during the financial year under review are as shown below.
Single total figure table (audited)
The fees payable in respect of each of the Directors who served during the financial year were as follows:
31 March 2026
£
31 March 2025
£
Kate Bolsover
78,300 76,000
Tim Gillbanks 46,900 45,500
Busola Sodeinde 46,900 45,500
Sarah-Jane Curtis 40,200 39,000
Andrew Vaughan 40,200 39,000
Total 252,500 245,000
All fees are at a fixed rate and there is no variable remuneration. Fees are pro-rated where a change takes place
during a financial year. There were no payments to third parties included in the fees referred to in the table above
There are no further fees to disclose as the Company has no employees, chief executive or executive directors.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
60 TR Property Investment Trust plc
Directors’ shareholdings (audited)
The interests of the Directors who held office at the year
end in the shares of the Company were as follows:
Ordinary shares of 25 pence
31 March 2026
or as at date of
appointment
31 March 2025
or as at date of
appointment
Kate Bolsover 20,746 20,746
Sarah-Jane Curtis 23,765 16,787
Tim Gillbanks 10,000 10,000
Busola Sodeinde 1,478 1,478
Andrew Vaughan 65,494 65,494
Since 31 March 2026 to the date of this report, there
have been no changes to the Directors’ interests in the
shares of the Company shown above. Following his
appointment to the Board on 1 May 2026, Graham
Kitchen acquired 11,000 shares in the Company.
As at 31 March 2026, Marcus Phayre-Mudge, the
Company’s Fund Manager, had a beneficial interest in a
total of 650,282 ordinary shares in the Company.
Annual percentage change in Directors' Fees
The following table sets out the annual percentage change
in Directors’ fees for the years to 31 March 2022, 2023,
2024, 2025 and 2026 where Directors have served for a full
year in each of the two years and therefore fees can be
compared on a like-for-like basis:
Director
%
change
from
2025
to 2026
(audited)
%
%
change
from
2024
to 2025
(audited)
%
%
change
from
2023
to 2024
(audited)
%
%
change
from
2022
to 2023
(audited)
%
%
change
from
2021
to 2022
(audited)
%
Kate
Bolsover
(1)
+3.0 +18.8 +59.7 +14.5 0.0
Tim
Gillbanks +3.1 +5.8 +2.4 +5.0 0.0
Busola
Sodeinde
(2)
+3.1 +13.8 n/a n/a n/a
Sarah-Jane
Curtis
(3)
+3.1 +5.4 +2.8 +2.9 0.0
Andrew
Vaughan
(4)
+3.1 +5.4 n/a n/a n/a
(1)
Appointed as a non-executive Director on 1 October 2019, as Senior
Independent Director on 26 July 2022 and as Chairman on 20 July 2023.
(2)
Appointed as a non-executive Director on 24 January 2023 and as Audit
Committee Chairman on 1 October 2023.
(3)
Appointed as a non-executive Director on 28 January 2020.
(4)
Appointed as a non-executive Director on 1 August 2022.
The following table shows the total remuneration for the
Chairman over the fiveyears ended 31 March 2026:
Year ended 31 March
Fees
£'000s
2026 78.3
2025 76.0
2024 73.0
2023 72.0
2022 70.0
The table below is shown to enable shareholders to assess
the relative importance of spend on remuneration. It
compares the remuneration, excluding taxable benefits,
against the shareholder distribution of dividends.
Actual expenditure
2026
£’000
2025
£’000 Change
Dividends paid 50,776 49,825 +1.90%
Directors’ fees 253 245 +3.27%
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
Mar-23 Mar-24Mar-22Mar-21Mar-20Mar-19Mar-18Mar-17Mar-16 Mar-25
Benchmark Total Return TR Property Share Price Total Return
Mar-26
Company performance
The graph below compares, for the ten years ended
31 March 2026, the percentage change over each period
in the share price total return to shareholders compared
to the total return of the benchmark, which the Board
considers to be the most appropriate benchmark for
investment performance measurement purposes. An
explanation of the performance of the Company is given
in the Chairman’s Statement and Manager’s Report.
Source: Refinitiv Eikon and Thames River Capital
Total Return assuming £1,000 investment on
31 March 2016, with dividends reinvested
For and on behalf of the Board
Kate Bolsover
Chairman
9 June 2026
Directors’ Remuneration report
continued
Annual Report & Accounts 2026 61
Statement of Directors’ responsibilities in relation
to the Group financial statements
The Directors are responsible for preparing the Annual
Report and the Group and Parent Company financial
statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Group
and Parent Company financial statements for each
financial year. Directors are required to prepare the Group
financial statements in accordance with UK-adopted
international accounting standards and applicable
law and have elected to prepare the Parent Company
financial statements on the same basis.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Group and Parent Company and of the Group’s profit or
loss for that period. In preparing each of the Group and
Parent Company financial statements, the Directors are
required to:
• select suitable accounting policies and apply them
consistently;
• make judgements and estimates that are reasonable,
relevant and reliable;
• state whether they have been prepared in accordance
with UK-adopted international accounting standards.
• assess the Group and Parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
• use the going concern basis of accounting unless
they either intend to liquidate the Group or the Parent
Company or to cease operations or have no realistic
alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Parent Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Parent Company and enable them to
ensure that its financial statements comply with the
Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable
the preparation of financial statements that are free from
material misstatement, whether due to fraud or error,
and have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets
of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and
Corporate Governance Statement that complies with that
law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in the
UK governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule ('DTR') 4.1.16R, the financial
statements will form part of the annual financial report
prepared under DTR 4.1.17R and 4.1.18R. The auditor’s
report on these financial statements provides no
assurance over whether the annual financial report has
been prepared in accordance with those requirements.
Responsibility statement of the Directors in
respect of the annual financial report
Each of the Directors confirms that to the best of their
knowledge:
• the financial statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the Group and Parent Company
and the undertakings included in the consolidation
taken as a whole; and
• the strategic report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face.
The Directors consider that the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy.
By order of the Board
Kate Bolsover
Chairman
9 June 2026
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