Capital Gearing Trust PLC

Annual Report • May 29, 2025

Capital Gearing Trust P.l.c.

Annual Report and Financial Statements

For the year ended 31 March 2025

Contents

Key Features	01
Financial Highlights	02
Performance and Asset Allocation	03
Strategic Report
Chairman's Statement	04
The Investment Management Team	07
Investment Manager's Report	08
Portfolio Analysis	10
List of the Largest Portfolio Investments	11
ESG and the Investment Process	13
Strategic Review	18
Governance Report
The Board	26
Directors' Report	28
Corporate Governance Statement	33
Directors' Remuneration Report	38
Audit and Risk Committee Report	43
Directors' Responsibilities Statement	47
Independent Auditor's Report	48
Financial Statements
Income Statement	54
Statement of Changes in Equity	55
Statement of Financial Position	56
Cash Flow Statement	57
Notes to the Financial Statements	58
Alternative Performance Measures	73
Notice of Annual General Meeting	75
Shareholder Information	78
Historic Data	80
Glossary of Terms and Definitions	82
Corporate Information	83

Information disclaimer

This report has been produced for shareholders of the Company to provide them with information relating to the Company and its financial results for the year under review. This report contains subjective opinion, analysis and forward-looking statements which, by their very nature, involve uncertainty. Past performance is no guarantee of future performance. Investment returns are not guaranteed and you may not get back the amount you originally invested. The Board and its advisers, have endeavoured to produce these audited accounts in good faith and in accordance with legislation, regulations, reporting standards and to be useful to all stakeholders in the Company.

Key Features

The Company

Capital Gearing Trust P.l.c. (the 'Company' or 'CGT') is an investment trust whose Ordinary shares are admitted to the closed-ended investment funds category of the Official List of the FCA and traded on the main market of the London Stock Exchange.

Investment objective

The Company's objective is to preserve and, over time, to grow shareholders' real wealth.

Capital structure

The share capital comprises Ordinary shares of 25 pence each. As at 31 March 2025, 17,970,762 shares were in issue, of which 8,609,501 shares were held in treasury.

AGM

The Annual General Meeting ('AGM') of the Company will be held at the Numis Auditorium, 45 Gresham Street, London EC2V 7BF on Thursday, 3 July 2025 at 11.30 a.m. Further details on the arrangements for the AGM are provided on page 6.

Website

www.capitalgearingtrust.com

Discount/premium control policy ('DCP')

The Company aims to purchase or issue shares to ensure, in normal market conditions, that the shares trade consistently close to their underlying Net Asset Value ('NAV') per share.

Dividends

The Company typically pays a single annual dividend but focuses on total return rather than any net income level.

Management

Investment management is carried out by CG Asset Management Limited ('CGAM' or the 'Investment Manager') for an annual fee of 0.60% of net assets up to £120m, 0.45% on net assets above £120m up to £500m and 0.30% thereafter. CGAM, including Peter Spiller, has managed the Company since 1982.

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Financial Calendar

31 March	May	July	November
Financial year-end	Annual results for the year ended 31 March 2025 published Annual Report published	Annual General Meeting Dividend payment date	Half-year results for the six months ended 30 September 2025 Half-Year Report published

The Company is a member of the Association of Investment Companies.

Financial Highlights

Highlights

	31 March 2025	31 March 2024
Share price	4,785.0p	4,695.0p
NAV per Ordinary share	4,924.8p	4,810.5p
Dividends per share(1)	102p	78p
Share price discount to NAV per share(2)	2.8%	2.4%
Shareholders' funds	£885.0m	£1,060.2m
Market capitalisation	£859.9m	£1,034.7m
Ongoing charges ratio(2)	0.56%	0.47%

Total return performance to 31 March 2025

	One year	Three years	Five years	Ten years
Share price total return(2)	3.6%	(3.1%)	20.9%	55.1%
NAV total return(2)	4.1%	2.1%	27.1%	65.3%
Consumer Price Index(3)	2.6%	16.6%	25.7%	36.9%

(1) The 2025 dividend comprises an interest distribution of 66p and an equity dividend of 36p. Please refer to the Chairman's Statement on pages 4 and 5 for further details.

(2) Please refer to page 82 for a glossary of terms and definitions and to pages 73 and 74 for a reconciliation of the Alternative Performance Measures to the year-end results.

(3) The Company does not have a formal benchmark but uses the Consumer Price Index ('CPI') as a relative measure over the medium to longer term.

Performance and Asset Allocation

The Company does not have a formal benchmark but uses the Consumer Price Index ('CPI') as a relative measure over the medium to longer term.

NAV total return performance over five years to 31 March 2025

Source: CG Asset Management Limited, data rebased to 100 in 2020. Share price total return chart is contained on page 41.

Asset allocation

(1) Includes Alternatives and Property.

Chairman's Statement

Performance

I am pleased to present the Annual Report of Capital Gearing Trust P.l.c. (the 'Company') for the year ended 31 March 2025.

In what is my final statement as Chairman of the Company, I am able to report that over the year ended 31 March 2025, the Company's NAV total return was +4.1%. This compares with the Consumer Price Index ('CPI') return of +2.6%. The share price total return over the year was +3.6%. Whilst the Company has not made up all of the lost ground experienced at the start of this decade, the Board feels that the Investment Manager should be commended for these returns in such volatile markets and it is pleasing to note that all but one asset class contributed positively to returns. As part of its review of the Investment Manager the Board assesses NAV performance against CPI over the short term (three years) and over the longer-term (ten years). Over the past three and ten year periods, the Company's NAV total returns have been +2.1% and +65.3%, whilst CPI returned +16.6% and +36.9% respectively.

Further details regarding the Company's performance can be found in the Investment Manager's Report on pages 8 and 9.

Discount/premium control policy and general meeting

Our discount control policy ('DCP'), which aims to ensure that, in normal market conditions, the Company's Ordinary shares trade at close to underlying asset value, has worked well over the year under review. The DCP encompasses both share issuances at a premium and share buybacks at a discount.

Consistent with the experience of many investment companies across different asset classes, the Company has been required to significantly increase the rate of its share buybacks this year to meet the objective of the DCP. The Company has repurchased 4,067,965 (2024: repurchased 4,220,036) shares for a total consideration of £194.5 million (2024: £195.1 million) over the year ended 31 March 2025. No shares were issued. Shares which are bought back are held in Treasury rather than cancelled as they can be reissued from Treasury more efficiently than issuing new shares. Whilst the repurchase of the Company's shares does shrink the assets of the Company, the Board has completed an impact assessment and noted that due to the vast majority of the Company's expenses being

charged on an ad valorem basis, that is they rise and fall commensurably with the Company's assets, there is only a marginal increase in the Company's ongoing charges ratio, and hence the DCP continues to benefit shareholders.

Reflecting both the quantum of buybacks completed by the Company and the Board's commitment to the DCP, the Company held a General Meeting in March 2025 to renew shareholder authority to buy-back shares when it became clear that the authority to buyback 14.99% of the Company's share capital granted at the Annual General Meeting in July 2024 would be exhausted before the date of the 2025 Annual General Meeting. The renewal was approved by shareholders and hence the Company has been able to continue the operation of the DCP and a further 372,609 Ordinary shares for a total consideration of £18.0 million have been repurchased in the Company's new financial year to date. Since the renewed authority will automatically expire at the conclusion of the Company's forthcoming Annual General Meeting, in line with usual practice, the Company will ask shareholders to approve a further renewal of the authority to repurchase up to 14.99% of its capital at a discount to estimated NAV at the forthcoming Annual General Meeting .

Income and distributions

The amount the Company receives in dividends and interest is the outcome of the application of its investment policy, and the amounts distributed to shareholders are designed to satisfy the Company's minimum annual income distribution test to ensure that it maintains its investment trust status.

As highlighted in my previous statements, the Company is receiving more interest income than in previous years as a result of a change in the portfolio allocation, coupled with an increase in interest rates. If not distributed to shareholders, such interest income is subject to UK corporation taxation and to mitigate the Company's tax liability the Board has resolved to pay at least part of this year's dividend to shareholders as an interest distribution, which in turn increases the level of dividend. This means taking advantage of the UK interest streaming rules, which allow approved investment trusts which have income from interest bearing assets to treat all or part of a distribution as an interest distribution, rather than a conventional dividend. By doing this, the Company will receive a corresponding deduction in its corporation tax liability.

Chairman's Statement (continued)

Accordingly the Board has recommended a final dividend of 102p per share which will be paid, subject to shareholder approval, on 8 July 2025 to shareholders on the register on 6 June 2025. The ex-dividend date will be 5 June 2025. For the purpose of personal taxation calculations, the Board has designated the payment as follows:

Interest distribution per Ordinary share: 66p

Dividend distribution per Ordinary share: 36p

Total distribution per Ordinary share: 102p

The total distribution represents an increase of 30.8% from the 78p paid to shareholders in respect of the Company's financial year ended 31 March 2024. Approximately two thirds of the increase is attributable to the element of the interest distribution which has reduced the Company's corporation tax liability. Shareholders should note that there is no guarantee that the Company will continue to be in receipt of the current level of interest income, and accordingly, this year's elevated distribution should not be viewed as a precedent for future payments. The Company's total distribution each year will continue to be largely determined by net revenue received by the Company each year.

The distribution will be split into the interest and dividend components on shareholder tax vouchers. The tax treatment of an interest distribution in the hands of a shareholder may be different to the treatment of a dividend receipt. If you are in any doubt as to your tax position or you are subject to tax in a jurisdiction outside the UK, you should consult an appropriate professional adviser.

Company advisers

During the year, and following a review of its operational arrangements, the Board appointed Frostrow Capital LLP and JP Morgan Securities with effect from 1 July 2024 to provide company secretarial and administration, and DCP services, respectively. There were also new appointments at CG Asset Management Limited ('CGAM') in relation to its investor relations and marketing services. The transition to these new service providers has been seamless, and the appointment of a dedicated investor relations function at CGAM, together with the recent appointment of SecNewgate, a strategic communications firm, is helping to increase the Company's profile with investors and potential investors across the investment community.

Marketing, promotion and shareholder interaction

Following enhancements to investor relations and marketing resource, as mentioned above, the Board is continuing to work with CGAM to increase the Company's profile via various media including video conferences, podcasts and in-person meetings, together with ongoing interaction with national and investment industry journalists. It is the Board's view that enhancing the Company's profile will benefit all shareholders, through a better understanding of the Company, and its objectives, and by creating sustained demand for its shares. If you would like to register for email alerts concerning the Company please use the following link: https://capitalgearingtrust.com/subscribe.

The Board

The Board plans for succession to ensure it retains an appropriate balance of skills, knowledge and diverse perspectives. Following the successful conclusion of two recruitment campaigns this year, we were delighted to welcome Karl Sternberg and Theodora Zemek as non-executive directors with effect from 5 September and 1 November 2024 respectively. Karl has wide experience in the investment trust sector, as the Chair of Monks Investment Trust, and a past and present board member of a number of other trusts. Theo is new to the investment trust sector but has been recruited for her valuable experience in fixed interest markets having worked at M&G, New Star Asset Management and AXA Investment Management.

I say farewell at the forthcoming Annual General Meeting. Looking back over my tenure, the Company is considerably larger in terms of net assets than when I first joined; the CGAM team has grown, and is stronger with broader expertise; and there is considerably more information on the portfolio and market background available to the Board, along with improved marketing and enhanced information available to shareholders. It has had challenges, but has been an enjoyable experience working with both Board colleagues and the Investment Managers. I am delighted to confirm that Karl Sternberg will succeed me as Chairman. I know that the Board will be ably led by Karl, alongside other directors with a wide range of the requisite skills needed to guide the Company through all eventualities.

There are no plans to appoint any more directors at the current time, so my retirement takes the Board down to five members. The Board complies with all applicable diversity targets for UK listed companies and it is intended that this will continue to be the case.

Chairman's Statement (continued)

Annual General Meeting ('AGM')

The AGM will be held on Thursday 3 July 2025 at 11.30 a.m. at the Numis Auditorium, 45 Gresham Street, London EC2V 7BF. I hope as many shareholders as possible will be able to attend to take the opportunity to meet the Board and to hear a presentation from the Investment Manager. However, if you are unable to attend in person, you can watch the Investment Manager's presentation soon after the AGM when a recording will be posted on the Company's website. There will also be an opportunity to hear from the Investment Managers on Thursday 29 May 2025 at 2.00 p.m., when the team will present the Company's Annual results via the London Stock Exchange's SparkLive webcasting service. Questions can be submitted at any time before or during the live presentation. Investors and potential investors are invited to sign up for the event via the following link: https://sparklive.lseg.com/CapitalGearingTrust/ events/059f93c6-4d52-474a-8430-bca5629b425a/ capital-gearing-trust-plc-full-year-results-presentation.

Details on the resolutions to be proposed at the AGM can be found on pages 30 and 31 of the Directors' Report. The Board firmly believes that all the resolutions being proposed are in the best interests of the Company and its shareholders and encourages shareholders to vote by proxy in favour of the resolutions, as the Board intends to do in respect of their own shareholdings. We would encourage shareholders to return their votes by electronic proxy, including by instructing their platform providers to vote on their behalf if their shares are held through platform nominees.

Outlook

As we look ahead, the global investment environment continues to be marked by elevated levels of uncertainty. Persistent inflationary pressures, fluctuating interest rates, and ongoing geopolitical tensions, most recently exacerbated by President Trump's trade tariffs, are reshaping market dynamics.

Against this backdrop, there has perhaps been no more of an apt time during my tenure to highlight the benefits of the Company's objective, that is to preserve and, over time, to grow shareholders' real wealth. Whilst the coming year will be incredibly difficult for active managers to navigate, your Investment Manager's cautious stance on equities and focus on high-quality bonds should ensure that the Company remains a relatively safe haven for your money as we aim to limit drawdowns and yet keep pace with inflation.

Moreover, as discounts within the investment trust sector have continued to be stubbornly wide, the Company's discount control policy shelters investors from share price volatility providing opportunities to buy in, and exit, at close to NAV.

I would like to conclude by thanking my fellow Directors and the team at CGAM for their support and contribution during my time on the Board and I would also like to extend my thanks to our shareholders for their ongoing support. I wish the Company's fortunes well for the future.

Jean Matterson Chairman

28 May 2025

The Investment Management Team

The Company is managed by CG Asset Management, Limited ('CGAM') which is authorised and regulated by the Financial Conduct Authority. The investment team consists of Peter Spiller, Alastair Laing and Chris Clothier, supported by a team of investment analysts.

Peter Spiller Founder, CIO, Co-manager

Prior to founding CGAM in 2000, Peter was a partner and strategy director at Cazenove & Co Capital Management and a US equity investor at Capel Cure & Myers. Peter has managed Capital Gearing Trust plc since 1982. Peter studied Politics, Philosophy and Economics at Christ Church, Oxford.

Alastair Laing CEO, Co-manager

Alastair joined CGAM in 2011 and has co-managed the funds since that date. Alastair joined CGAM from Hg Capital LLP (a pan-European private equity fund) and previously worked with the mergers and acquisitions team at Deloitte LLP. Alastair was educated at Edinburgh University and was an MBA Scholar at London Business School. He is a member of the Institute of Chartered Accountants of Scotland.

Chris Clothier CO-CIO, Co-manager

Chris joined CGAM in 2015 and has co-managed the funds since that date. Prior to that he was a director at IPGL Limited, a private investment vehicle with a range of public and private interests predominantly in the financial services industry, where he worked for six years. Before that he worked at MMC Ventures, an early-stage venture capital firm. Chris studied Chemistry at New College, Oxford.

Key Features

Strategic Report

Governance Report

Independent Auditor's Report

Financial Statements

Investment Manager's Report

Review

The Company delivered a NAV total return of +4.1% and a share price total return of +3.6% over the year. This compares with CPI inflation of +2.6%, the investment trust index return of +3.0% and sterling aggregate bond returns of +0.5%. All parts of the portfolio delivered a positive contribution with the exception of the infrastructure holdings.

Attribution analysis

Return on portfolio	%	%
Cash & treasury-bills	0.6
Credit	0.3
Dry powder		0.9
Index-linked bonds		1.0
Gold	0.4
Infrastructure	(0.1)
Alternatives	0.5
Property	0.5
Equities	1.1
Risk assets		2.4
Gross return		4.3
NAV accretion from buyback	0.4
Management fee and other costs	(0.6)
Net return		4.1

(1) Alternative Performance Measure ('APM'). Please refer to page 82 for a glossary of terms and definitions and to pages 73 and 74 for a reconciliation of the Alternative Performance Measures to the yearend results.

Source: CGAM and Frostrow. All figures are on a total return basis. Contributions calculated using arithmetic methodology.

Collectively the risk assets (i.e. listed funds with underlying holdings in equity, infrastructure and alternative assets), which on average over the year accounted for 32% of the portfolio, outperformed the investment trust index with most components outperforming relevant indices. The only weak spot was the allocation to US equities which underperformed as a result of limited exposure to this region and the 'Magnificent Seven' in particular. This outperformance was mainly achieved through some of the largest holdings: a function of underlying performance, discount narrowing, and increased M&A activity. Our largest equity investment trust holding, Polar Capital Global Financials Trust plc, delivered in excess of 20% returns due to the combination of discount narrowing and strong underlying performance. The largest property holding, PRS REIT plc, delivered in excess of a 50% return after a strategic review resulted in the portfolio being

offered for sale. The largest hedge fund holding, BH Macro Ltd, delivered in excess of a 10% return almost entirely from discount narrowing. One of our larger infrastructure holdings, BBGI Global Infrastructure, delivered approximately a 14% return after a takeover bid from the British Columbia Investment Management Corporation. The weakest performing part of the portfolio was our renewable infrastructure investment trusts, collectively representing about 3% of the portfolio, with both UK Wind plc and the Renewable Infrastructure Group Ltd experiencing double digit falls of around 20%.

The level of M&A activity in our portfolio helps to illustrate what an eventful year it was for the investment trusts market. Discounts appear to have hit cyclical troughs after a couple of years of widening, which attracted a number of value investors and hedge funds into the sector. Boards have certainly taken note and are taking discount controls more seriously. After a period of relative underperformance we believe there is scope for investment trusts to outperform the global equity market over the medium term.

It was another weak year in the bond market with both the Sterling Aggregate Bond Index and the Global Aggregate Bond Index delivering small positive gains in GBP terms. In the UK, long bond prices fell, and in the US weak currency offset a small rise in bond prices. The Company's bond exposure outperformed these indices as it benefited from having a majority of its indexlinked bond holdings (38% of the portfolio) in relatively short-dated sterling bonds at the start of the year and rotated into US Treasury Inflation-Protected Securities ('TIPS') during the year after a period of strong sterling appreciation post the UK general election. As a result, the bond portfolio delivered a positive return helping the overall portfolio to make its modest gains. The rise in long-dated UK inflation-linked yields to above 2%, levels not seen since the early 2000s, is a very welcome development representing the normalisation of a previously highly distorted market.

The Company ended the year with approximately 32% of its portfolio in dry powder assets (i.e. cash, treasury bills and high quality short dated corporate credit). This is close to the highest levels we have held in these highly defensive assets, and they have proved very helpful for portfolio resilience given the stern test in financial markets shortly after the period end. Over the year, developed market credit spreads narrowed, delivering gains but reducing prospective returns in this asset class. As a result the corporate credit holdings were reduced from approximately 12% to around 9% of the portfolio at the year-end.

Key Features

Investment Manager's Report (continued)

Outlook

On the 2 April, shortly after the Company's financial year-end, US President Donald Trump announced sweeping trade tariffs on friend and foe alike. The breadth and arbitrary nature of these actions added to a sense of revolutionary change as the institutions that have underpinned Western development and security since the second world war are systematically dismantled. There remains considerable uncertainty over how long lasting and significant these changes will prove but even if these policies are reversed during, or after, a Trump presidency, the role of America as a benevolent hegemon may never return. The world feels that bit more dangerous and divided.

There are early signs that trust in the exceptionalism of American assets is being called into question. The December 2024 Bank of America Global Fund Manager Survey recorded the largest ever overweight allocation to US equities, the culmination of 15 years of staggering outperformance versus other markets. At that point the Trump bump turned to slump as a slew of weaker than expected economic data combined with policy uncertainty and elevated valuations caused a correction in US equities, particularly the Magnificent Seven. To date there is limited evidence of the impact of recent events on corporate earnings but there is a considerable risk that margins will suffer given the extremely elevated levels of profitability achieved by US corporates. An ominous precedent is the dot com bust which also occurred after 15 years of outperformance of US equities and resulted in a decade of relative underperformance as write-offs and bankruptcies from excessive capital expenditure weighed on profits.

Bond markets are also beginning to show strain in the face of excessive government deficits. While it was central to US Treasury Secretary Scott Bessent's economic strategy that the fiscal deficit be reduced to 3% of GDP, neither the current fiscal plans nor the growth prospects for the US economy suggest that this is likely to be achievable. Closer to home, the UK faces similar issues: a combination of weaker-than-expected growth, higher-than-expected interest rates, and the Government's wafer-thin fiscal headroom have created a vicious cycle that will likely require some combination of tax increases and spending cuts later in the year. Even Germany has dropped its debt brake amendment to allow significant increases to spending on infrastructure and defence. Despite governments' commitments to fiscal consolidation, it appears bond markets will have to prepare to digest a wave of issuance over the coming years.

The sheer weight of this issuance will create additional upward pressure on long bond yields even as many central banks reduce short-term interest rates to counter the economic slowdown. Whilst tariffs are likely to have a deflationary impact on the overall global economy, they will create pockets of inflation, not least in the US where retailers are likely to pass through a majority of price rises to consumers. These new relatively steep yield curves are a welcome opportunity. Around the year-end we started to lengthen the duration of our UK index-linked holdings into better values. Whilst there is still scope for further curve steepening, historically purchasing long UK index-linked bonds above a 2% real yield has been a rewarding investment and we are watching developments in this market with interest.

Against this backdrop, the Company remains defensively positioned, with material allocations to dry powder and index-linked bonds, while maintaining a cautious stance towards risk assets. It is true that markets will always face a degree of uncertainty. However, the present level of uncertainty faced by the global economy in the face of constant change to trade policy makes the possible outcomes for corporate profits, inflation, interest rates and global growth staggeringly wide. We expect that these conditions will continue for some time. Our expectation is that the portfolio's defensive stance will prove resilient in the face of the testing outlook that the global economic order currently faces and generate positive real returns for shareholders.

Peter Spiller Alastair Laing Chris Clothier

CG Asset Management Limited

28 May 2025

Portfolio Analysis

Asset allocation

	As at 31 March 2025	As at 31 March 2024
Index-Linked Government Bonds	38%	44%
Funds/Equities	29%	28%
Conventional Government Bonds	18%	14%
Preference Shares/Corporate Debt	9%	12%
Cash	5%	1%
Gold	1%	1%
	100%	100%

In addition to the above table, the asset allocation chart on page 3 shows the change in asset allocation over the last 15 years.

Further analysis as at 31 March 2025

(1) Highly liquid assets such as cash, treasury bills and short term credit holdings that are readily available for investment opportunities.

Currency allocation

	As at 31 March 2025	As at 31 March 2024
Sterling	50%	65%
US Dollar (1)	30%	22%
Japanese Yen (1)	18%	5%
Euro	1%	2%
Swedish Krona	1%	4%
Other	–	2%
	100%	100%

(1) Currency exposure is before the effect of currency hedging. Please refer to Note 15 on page 71 for details of the US Dollar and Japanese Yen hedging instruments.

List of the Largest Portfolio Investments

The full portfolio listing of the Company as at 31 March 2025 is available at www.capitalgearingtrust.com.

Asset allocation by type/geography and the largest equity holdings are shown below:

	As at 31 March 2025 £'000	As at 31 March 2024 £'000
Index-Linked Government Bonds
Index-Linked Bonds – United States	244,846	175,243
Index-Linked Bonds – United Kingdom	75,828	238,005
Index-Linked Bonds – Sweden	11,992	32,182
Index-Linked Bonds – Japan	2,151	16,985
Index-Linked Bonds – Canada	–	5,036
	334,817	467,451
Conventional Government Bonds
Conventional Government Bonds – Japan	159,043	34,837
Conventional Government Bonds – United Kingdom	15,855	110,063
Conventional Government Bonds – Sweden	–	5,553
	174,898	150,453
Preference Shares/Corporate Debt
BP Capital Perpetual Bond	9,588	5,629
NGG Finance F2V 5.625% 2073	7,029	–
Unite (USAF) II Plc, 3.921% 2025	5,983	–
Dwr Cymru (Financing) 3.514% 2030	5,662	–
abrdn Asia Focus 2.25% 2025	5,490	4,431
Network Rail 1.75% 2027	4,947	4,829
abrdn 5.25% 2071	4,447	3,835
RMS IL 2.8332% 2035	4,427	4,451
Akelius Residential Property 2.375% 2025	4,404	4,239
Whitbread 3.375% 2025	3,959	–
Other Preference Shares/Corporate Debt Investments	44,282	97,001
	100,218	124,415
Funds/Equities
JPMorgan ETFs (Ireland) ICAV	23,308	–
Vanguard FTSE 100 UCITS	16,805	24,311
North Atlantic Smaller Companies Investment Trust	16,469	15,981
PRS REIT	10,306	–
Vanguard FTSE 250 UCITS	10,036	–

List of the Largest Portfolio Investments (continued)

	As at 31 March 2025 £'000	As at 31 March 2024 £'000
Funds/Equities (continued)
International Public Partnerships	9,231	8,441
HICL Infrastructure	8,260	7,650
3i Infrastructure	7,488	7,586
Smithson Investment Trust	6,603	6,464
Target Healthcare REIT	6,550	6,385
Other Fund/Equity Investments	124,474	147,642
	239,530	300,455
Gold
Wisdomtree Physical Swiss Gold (Exchange Traded Commodity)	10,944	11,018
	10,944	11,018
Total Investments	860,407	1,053,792
Cash	42,859	11,643
Total	903,266	1,065,435

Independent Auditor's Report Financial Statements

Notice of AGM

ESG and the Investment Process

The Company aims to conduct itself responsibly, ethically and fairly and has sought to ensure that the Investment Manager's management of the portfolio of investments takes account of environmental, social and governance ('ESG') matters where appropriate. While the Investment Manager considers ESG issues to be important when selecting investments, it does not consider the Company to be a sustainable investment product and it does not have explicit sustainability objectives in the investment policy. The Company has not opted to label the investment product under the FCA's Sustainability Disclosure Requirements ('SDR') but it ensures that it adheres to the Anti-Greenwashing rule.

The Company has limited direct impact on the environment as it invests primarily in government bonds and investment companies and other collective investment vehicles. The investment sectors chosen do not generally raise ethical issues. The majority of the Company's assets are bonds issued by governments of countries which have, in the opinion of the Investment Manager, robust social institutions and good credit quality. These judgements are based on both qualitative and quantitative factors. Qualitative factors include respect for the rights of individuals and of property, free speech, lack of corruption, transparency and freedom of the press.

The balance of the investment portfolio comprises corporate bonds and preference shares. Within all asset classes the Investment Manager does not directly invest into companies in the tobacco, defence or gambling sectors. However, through broad holdings of collective equity funds, there will be small indirect holdings of companies that operate in these sectors. These holdings are not considered to be material in the context of overall assets managed.

The Board monitors, through the Investment Manager, and is satisfied with, the underlying investee companies' policies to act with due regard to community, welfare and environmental factors. The Investment Manager is a signatory to UN Principles of Responsible Investing. Further information on the Investment Manager's governance and policies can be found at www.cgasset.com/governance-and-policies.

ESG and the Investment Process (continued)

The Investment Manager's key considerations

1	Be honest No greenwashing, no PR-lead initiatives, no jargon. CGAM believes stakeholders are best served by an accurate presentation of its activities rather than a marketing campaign dressed up in the language of stewardship.
2	One firm, one rule CGAM does not have an ethical fund range (and by implication an unethical fund range). CGAM's standards apply to all the funds it manages.
3	Ethics, not mathematics Securing appropriate data is essential to all aspects of investment decision making, including judgements around sustainability. However data has to be interpreted within a specific context. There is no formula that can be applied in a uniform way to every situation; CGAM emphasise judgement over simplistic third party quantitative scoring.
4	Engagement over disinvestment When investors have the influence to effect change it is most valuable to encourage positive transition rather than pursuing disinvestment.
5	Targeted, not scatter-shot Whilst supporting positive transition might be the optimal strategy, effective engagement is time consuming. As a small firm CGAM must focus its efforts where it will have the most impact rather than taking a generalist approach.
6	Driven by governance Improved governance leads to improved social, environmental and financial outcomes. Investors have multiple direct mechanisms to influence governance, so CGAM's engagement activities invariably focus on governance, even when the ultimate objective is positive social or environmental change.
7	Integration, not separation CGAM is a small firm and the entire team is collectively responsible for the stewardship activities with the ultimate responsibility lying with the chief executive. CGAM does not have a standalone Responsible Investment Team or ESG analysts as this does not seem to CGAM to represent true integration.

Strategic prioritisation

A majority of the assets held are securities issued by governments such as bonds, bills and currency. As well as government securities, there are a minority of assets held in securities issued by corporations, typically collective investment vehicles such as investment trusts, real estate investment trusts or ETFs.

Key Features

ESG and the Investment Process (continued)

Different asset classes lend themselves to different stewardship approaches based on data quality and the potential for CGAM to effectively engage and influence the issuer. As a small firm it is essential that CGAM focuses its resources strategically, targeting engagement activities where it has most influence.

This means focusing the most intense efforts on those corporate issuers in those market segments where CGAM has a long history of engagement and know many of the participants. This means focusing primarily on listed closed ended funds and listed property companies.

Where CGAM does not have influence, it is more likely to pursue exclusions. In CGAM's assessment, exclusions are a less effective and productive form of stewardship but it makes no sense to expend significant resources on engaging in areas the firm is less likely to impact. These areas include those where the Company has relatively small holdings (such as corporate credit) or limited ability influence (such as government bonds).

	ESG Data Quality	Potential for Engagement	Exclusions	Engagement	Priority Focus
Gov't Bonds and Cash	High	Low	X		
Corporate Credit	Low	Med	X	✓
Preference Shares	Low	Med	X	✓
Listed Property	Med	High		✓	
Listed closed ended funds	Low	High		✓	
ETF's	Med	Low	X

CGAM's approach to the Company's investments by asset class

1. Direct government securities

A significant proportion of the assets held by the Company are invested in direct holdings of securities issued by governments including bonds, bills and cash. As CGAM's capacity to influence governments is extremely limited, its primary approach is to exclude sovereigns that do not maintain high ESG standards. In order to help assess these criteria, CGAM considers indices compiled by a range of Non-Governmental Organisations (refer to the table below) and requires sovereigns, at a minimum, to achieve strong rankings in at least four out of five of these criteria. In addition to using third party indices, CGAM also overlays its own subjective assessments, which typically leads to additional exclusions.

Index	Criteria
World Bank governance effectiveness index	Top quartile
World press freedom index	Good or satisfactory
Global freedom score	Free rating
UN Human development index	Very high human development rank
Net zero by 2050 statement	Statement of intent by 2050 or earlier

ESG and the Investment Process (continued)

2. Direct corporate credit and preference shares

The Company holds small quantities of direct credit and preference share holdings issued by corporate issuers. Given CGAM's small participation in the market and therefore limited influence, CGAM's primary approach is to exclude corporate issuers who are primarily engaged in the following activities:

Exclusion area	Exclusion sub-area	Threshold
Controversial weapons	Anti-personnel mines, cluster munitions, chemical weapons	0%
Tobacco	Manufacture or marketing	<5%
Thermal Coal	Coal mining or coal-based energy production	<5%
Oil sands or Arctic drilling	Production	<5%
Gambling	Services	<5%
Adult entertainment	Production or broadcasting	<5%
Firearms	Manufacture	<5%
Predatory lending	Services	<5%

CGAM does not invest directly in companies with primary activities in the above areas, although it cannot always identify immaterial non-core activities. As a result, CGAM employs a revenue threshold in certain areas.

3. Listed closed-ended funds including, investment trusts, REITs and property companies

CGAM has a long history of active engagement in the London market for listed closed-ended funds and other collective investment companies including REITs. In this priority area for engagement, CGAM seeks to achieve positive transition so does not employ systematic exclusions. Listed investment companies are fundamentally different to operating companies and typically have the following features:

• they hold a broad portfolio of securities on behalf of their shareholders;
• external investment managers, rather than executive management teams;
• no employees or customers; and
• have a board of directors to represent shareholder interests and concerns.

Given the prominent role that directors play in investment companies, CGAM frequently undertakes activities that aim to influence boards and ultimately improve governance. The techniques employed vary based on the specific scenario but include those listed in the table below. As well as engagement in the sector, CGAM places particular weight on providing primary capital to high impact investment companies with an environmental or social focus. In its assessment, by providing primary capital, via IPO sponsorship or follow-on fund raisings, investors have a greater impact than by simply trading securities in the secondary market.

Activist engagement technique	Frequency of employment
Management engagement	Continuous
Board engagement	Continuous
Shareholder co-ordination	Frequent
Voting against significant resolutions	Frequent
Raising ESG matters in fund reporting	Frequent
Amplification through press engagement	Periodic
Replacing directors to improve governance	Periodic
Publishing open letters	Periodic
Publishing research incorporating ESG views	Periodic
Threatening to requisition meetings	Periodic

The Company holds exchange traded funds. ETFs are listed collective funds which typically track an index and provide low cost, efficient access to a broad portfolio of securities. CGAM does engage directly with its approved panel of ETF providers to encourage improved stewardship standards. Typically, this is via ESG screened ETFs which is a dynamic and growing sector. The programme of identifying and conducting due diligence on these products is ongoing.

ESG and the Investment Process (continued)

Strategic Report

Shareholder Information

Strategic Review

Business model and investment strategy

The Company, as an investment trust, is a UK closed-ended public limited company which invests in a diversified portfolio of assets meeting the investment trust tax conditions. Investment trusts, such as the Company, are long-term investment vehicles and are typically externally managed and overseen by experienced independent non-executive Directors.

The Company has no employees, and the Board outsources its entire operational infrastructure to third party organisations. In particular, the Board appoints and oversees CG Asset Management Limited ('CGAM'), as independent Investment Manager, to manage the investment portfolio. CGAM also acts as the Company's Alternative Investment Fund Manager. The Board sets the Company's strategy, decides the appropriate financial policies to manage the assets of the Company, ensures compliance with tax, legal and regulatory requirements and reports regularly to shareholders on the Company's performance.

The Company seeks to preserve shareholders' real wealth and deliver absolute total returns through the construction of a multi-asset portfolio. Portfolio construction is the key tool used to mitigate capital loss in any given year. The Investment Manager allocates across asset classes based on an assessment of capital markets and macro-economic risks, with the aim of avoiding capital loss. In addition, a portion of the portfolio is invested into closed-ended investment companies with the aim of generating risk adjusted returns that are superior to those available in more liquid equity markets.

One of the unique characteristics of the Company is the implementation of the Investment Manager's macro views on risk assets through the Company's holdings in investment companies. Investment companies provide an opportunity to benefit from an additional return from discounts narrowing, alongside the underlying asset performance. There are also risks from discounts widening. The macro impact of rising interest rates and inflation particularly affects investment companies investing in illiquid assets, such as infrastructure, property, private equity and credit. In addition, the investment companies sector has a UK equity bias, which means the impact of a non-UK equity market rally can be difficult to capture. The Investment Manager believes the investment companies market continues to be an appropriate way to allocate a significant portion of the Company's risk assets and that the current market offers a number of compelling investment opportunities.

Objective

The Company's objective is to preserve and, over time, to grow shareholders' real wealth.

Investment policy

As preserving shareholders' real wealth is core to the investment objective, greater emphasis is placed on avoiding loss than maximising returns. Achieving the investment objective implies returns at least in line with inflation over the short term and significantly ahead of inflation over the long term.

The Company does not have a formal benchmark but reports against the UK Consumer Price Index (a measure of inflation).

The Investment Manager has the authority to invest in equities, bonds, commodities and cash. Equity investments are typically in listed collective investment vehicles, including investment companies, ETFs, investment holding companies and property companies.

Asset allocation is flexible and responds to changes in asset values and to the macro-economic environment. A broad mix of assets will be maintained, with a maximum equity exposure of 80% and a minimum of 20%. The Investment Manager has the authority to invest in any geographical region and has no set limits on industry sector or country exposure.

The Company will not invest more than 15% of its investment portfolio in any single security. The Investment Manager is not permitted to invest in derivatives (such as options, swaps or forward contracts) without prior Board approval. Investments in other funds managed by the Investment Manager also requires Board approval.

The Company has the authority to borrow up to 20% of net assets, subject to prior Board approval.

Promoting the success of the Company

The Board is required to describe to the Company's shareholders how the Directors have discharged their duties and responsibilities over the course of the financial period under section 172 of the Companies Act 2006 (the 'Section 172 Statement'). This requires an explanation of how the Directors have promoted the success of the Company for the benefit of its members as a whole, taking into account the likely long-term consequences of decisions, the need to foster relationships with all stakeholders in the Company and the impact of the Company's operations on the environment.

Governance Report

Notice of AGM

Shareholder Information

Strategic Review (continued)

Role of the Board

The Board currently comprises six independent non-executive Directors who have a broad range of skills and experience across all major functions that affect the Company. The Board has responsibility for decisions relating to the Company's investment objective and policy, gearing, corporate governance and strategy, and for monitoring the performance of the Company's various service providers. The Board's philosophy is that the Company should foster a culture where all parties are treated fairly and with respect and the Board recognises the importance of keeping the interests of the Company's stakeholders, and of acting fairly between them, front of mind in its key decision making.

The Board has identified the following as its key stakeholders:

How the Board engages with stakeholders

The Board considers its stakeholders at Board meetings and receives feedback on the Investment Manager's interactions with them.

Stakeholder How we engage Shareholders Shareholders are key stakeholders and the Board places great importance on communication with them, both through written communication from the Company and the Investment Manager. The Board welcomes all shareholders' views and aims to act fairly between shareholders. The Company's shareholder register is retail investor orientated both directly and through wealth managers and private client brokers representing private investors. As a constituent of the FTSE-250 Index, the Company also has index tracking investors. The Investment Manager and Company's broker regularly meet with current and prospective shareholders to discuss the Company, its performance and outlook. The Chairman is available to talk directly with shareholders. Shareholder feedback is discussed by the Directors at Board meetings. The Board is kept appraised of changes to the share register and the Investment Manager is in contact with investor platforms to identify how best to communicate with the direct retail investor community. The operation of the DCP provides secondary market liquidity for investors and in providing stability of pricing at close to the prevailing net asset value. Regular updates are provided to shareholders through the Annual Report, Half Yearly Report, announcements, including daily net asset value announcements, and the Company's website. The Investment Manager prepares monthly factsheets and quarterly reports and maintains a website which includes current information for investors.

Strategic Review (continued)

Stakeholder	How we engage
Shareholders (continued)	The Company's Annual General Meeting typically provides a forum, both formal and informal, for shareholders to meet and discuss issues with the Directors and Investment Manager. The Board encourages as many shareholders as possible to attend the Annual General Meeting and to provide feedback on the Company. The Company Secretary also deals with regular shareholder queries on behalf of the Board. The Board encourages shareholders to vote on all Company business, which includes specific exercises to obtain votes for general meetings to maintain issuance and buyback authorities should they become exhausted between annual general meetings.
Investment Manager	The Investment Manager's Report on pages 8 and 9 details the key investment decisions taken during the year. The Investment Manager has continued to manage the Company's assets in accordance with the Company's investment policy, with the oversight of the Board. The Investment Manager is represented at all formal Board meetings.
	The Board regularly reviews the Company's performance against the investment objective and the application of its investment policy and restrictions. The Board undertakes an annual strategy review meeting to ensure that the Company is positioned well for the future delivery of its investment objective.
	The Board receives presentations from the Investment Manager at every Board meeting to help it to exercise effective oversight of the Investment Manager and the Company's strategy in operation.
	The Board, through the Management Engagement Committee, formally reviews the performance of the Investment Manager at least annually. Risks and emerging risks are considered at each Board meeting.
Investee companies	The Board monitors the activities of investee companies through its delegation to the Investment Manager. The Investment Manager has discretionary powers to exercise voting rights on all resolutions proposed by the investee companies. The Board monitors investments made and divested and can query the rationale for exposures taken and the Investment Manager's engagement with investee companies.
Communities and the environment	The Board supports the Investment Manager on Environmental, Social and Governance ('ESG') matters in line with good stewardship practices, and an approach agreed with the Board. The Board is also acutely aware of the importance of providing an investment product which meets the needs of its investors in both protecting and growing value over time. The Board takes appropriate account of broader ESG concerns and the need for the Company to act as a good 'corporate citizen'. An investment approach that meets the needs of investors provides a service valuable to the communities in which the Company operates, not least as a means for financial planning and saving. See the ESG/engagement section on pages 13 to 17.
	The Board seeks to maintain constructive relationships with all of the Company's suppliers either directly or through the Investment Manager and/or Company Secretary with regular communications and meetings.
Other service providers	The Management Engagement Committee conducts an annual review of the performance and terms and conditions of engagement of the Company's main service providers to ensure they are performing in line with Board expectations and providing value for money.

Notice of AGM

Strategic Review (continued)

Specific examples of stakeholder consideration during the year

The Board has always been mindful of its responsibilities to the stakeholders of the Company and the impact of key decisions on the stakeholders, and this has been part of both scheduled Board meetings and discussions between these meetings as required.

The Chairman met a number of institutional shareholders and private wealth managers during the year and she and her fellow Directors always make themselves available to engage with shareholders as required. The Investment Manager also holds an annual Investor Day, which this year was held in November 2024. The Investor Day, which is always well attended, is open to all shareholders and potential investors.

The operation of the Discount Control Policy ('DCP') is a fundamental part of the Company's operating structure. It offers liquidity in the secondary market close to the prevailing net asset value and the removal of pricing volatility around net asset value either when selling or buying shares in the Company. Ensuring that the DCP continues to operate effectively requires constant monitoring, maintaining the requisite authorities, and having sufficient liquidity in the portfolio. To ensure the continued operation of the DCP, the Board called a General Meeting in March 2025 to renew the Company's buyback authority, since the existing authority was close to being fully exhausted. The renewal was supported by shareholders and hence the Company has been able to continue the operation of the DCP. Since the renewed authority will expire at the conclusion of the Company's forthcoming Annual General Meeting, and in line with usual practice, the Company will ask shareholders to approve the repurchase of up to 14.99% of its capital at a discount to estimated NAV at the forthcoming Annual General Meeting.

As noted in the Chairman's Statement, following a review of all service suppliers, the Board appointed Frostrow Capital LLP and JP Morgan Securities with effect from 1 July 2024 to provide company secretarial and administration, and DCP services, respectively. The transition to these new service providers has been seamless and, together with new appointments at CG Asset Management in relation to its investor relations and marketing services, the Board is confident that the Company has the support in place to ensure its operations run smoothly and effectively.

In common with many other listed entities the Company is doing what it can to reduce its carbon footprint. As part of this strategy, and also to achieve cost savings for the benefit of shareholders, the Board took the decision to no longer print and distribute copies of its Half-Year Report. This document will continue to be available on the Company's website at www.capitalgearingtrust.com. The Company's annual report will continue to be available in print.

Management of the portfolio

The Investment Manager's Report on pages 8 and 9 details the key investment decisions taken during the year ended 31 March 2025. The overall diversified shape and structure of the investment portfolio is an important factor in delivering the Company's stated investment objective.

As explained in more detail on page 29, during the year, the Management Engagement Committee agreed that the continuing appointment of the Investment Manager was in the best interests of shareholders.

Key performance indicators ('KPIs')

The Board has chosen KPI indices and ratios for the purpose of assessing and reporting investment performance. The KPIs have been chosen to allow the Board to monitor the performance of the Investment Manager against CPI over the short-term (three years) and over the longer-term (ten years). Further information on these performance measures can be found on page 73.

Tables and graphs showing the performance of the Company's NAV per share compared with CPI are shown on pages 2 and 3.

In addition, the Board monitors the following KPIs:

• Share price discount/premium to NAV per share, an important measure of demand for the Company's shares and a key indicator of the need for shares to be bought back or issued. At the start of the year under review the discount to NAV was 2.4%, compared with a discount of 2.8% at 31 March 2025, with an average discount of 2.0% for the year ended 31 March 2025; and
• Ongoing charges ratio ('OCR'), calculated using the methodology recommended by the Association of Investment Companies which enables the Board to measure and monitor the control of costs. This was 0.56% for the year to 31 March 2025 (2024: 0.47%). Since the introduction of the DCP in 2015 the Companies OCR has fallen by over 50% from 0.96% to 0.56%. Further information can be found on page 74.

Both share price discount/premium to NAV per share and OCR are Alternative Performance Measures ('APMs'). Please refer to page 82 for a glossary of terms and definitions and to pages 73 and 74 for a reconciliation of the APMs to the year-end results.

Principal and emerging risks

The Company has been subject to significant economic headwinds, such as substantial market movements, inflationary pressures and increasing interest rates. This makes preserving shareholders' real wealth, far less growing it, challenging. The central aims remain to preserve value in the Company's portfolio and liquidity in the Company's shares.

Strategic Review (continued)

The Directors aim to ensure that the Company maintains its investment strategy, has operational resilience, meets its regulatory requirements as an investment trust and navigates the financial and economic circumstances.

Through the remit of the Audit and Risk Committee, Directors have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The principal risks and uncertainties facing the Company, together with the mitigating actions the Board takes, are set out in the table below.

Whilst Directors have not identified any new emerging risks, the Company faces continuing risks arising from geopolitical events such as conflict in the Middle East and Ukraine and volatility in the equity markets. It is difficult to assess how these exogenous risks will impact the Company, but they do introduce caution on returns that might be achieved in the future given the inflationary impact on equity and bond returns and the risk of market shocks caused by geopolitical risk. The Investment Manager continues to apply protective measures in constructing the portfolio but is also aware that an 'oversold market' can present opportunities as well and it retains liquidity in the portfolio to exploit these if they become available.

Investment strategy and performance

The Board is responsible for setting the investment strategy of the Company and monitoring investment performance. Inappropriate strategy and/or poor investment performance may have an adverse effect on shareholder returns.

There is increasing awareness of the challenges and emerging risks posed by climate change. The investment process considers ESG factors, as set out in the Strategic Review. Overall the specific potential effects of climate change are difficult, if not impossible, to predict and the Board and Investment Manager will continue to monitor developments in this area.

Assessing geopolitical risk has always been part of the investment process. There are a growing number of geopolitical conflicts which pose an increased risk to market stability. In addition to the ongoing conflict between Russia and Ukraine, rising tensions in Southeast Asia and the Middle East, U.S. trade policy under the second Trump administration adds further complexity to the geopolitical environment. These trade tensions, along with uncertainty surrounding interest rate and inflation and discounts on investment companies' shares have had and will continue to have a significant impact on the Company and its investment portfolio.

Increased overall risk due to inflation, higher interest rates, supply issues and ongoing and increasing global political tensions and the impact of heightened interest rates.

Risk Mitigation

The Company's strategy is formally reviewed by the Board at least annually, considering investment performance, shareholder views, developments in the marketplace and the structure of the Company.

Investment performance is reviewed by the Board on a regular basis against CPI. The composition of the portfolio is provided at each Board meeting and allows the monitoring of the spread of investments and associated investment risks. The Investment Manager's approach to ESG is set out on pages 13 to 17. The Company has limited direct impact on the environment as it invests primarily in government bonds and closed ended and other collective investment vehicles. Stock selection, portfolio composition and liquidity are explained in detail by the Investment Manager at each meeting.

The Investment Manager is formally appraised at least annually by the Management Engagement Committee.

Strategic Review (continued)

Premium/discount level

The Company's share price could be impacted by a range of factors causing it to be higher than (at a premium to) or lower than (at a discount to) the underlying NAV per share.

Excessive demand for, or supply of, shares can create liquidity issues, restricting the ability of investors to buy and sell shares in the secondary market.

Fluctuations in the share price can cause volatility which may not be reflective of the underlying investment portfolio.

Risk remains relatively unchanged

Operational

The Company is reliant on third-party service providers and key teams at such service providers. Failure of the internal control systems of these third parties could result in inaccurate information being reported or risk to the Company's assets.

Risk remains unchanged since it is still less than a year since the new suppliers have been in place. Given the seamless transition of the applicable roles to date it is expected that this risk will reduce next year.

Risk Mitigation

The Company operates a discount/premium control policy ('DCP'), under which it aims to purchase or issue shares to ensure, in normal market conditions, that the shares trade close to their underlying NAV per share. The DCP increases liquidity and reduces volatility by preventing the build-up of excessive demand and/ or supply for the Company's shares which, the Board believes, is in the best interests of shareholders. The DCP continues to be reviewed to ensure liquidity for issuance and buyback.

The levels of issuance/buyback of shares are reported to the Board on an ongoing basis and at each Board meeting the Board considers the Investment Manager's ability to invest new proceeds (in the case of issuance) and maintain sufficient liquidity (in the case of buybacks) to meet the demands of the DCP. Since the inception of the DCP, the Company has issued and bought back a substantial number of shares, with the more recent trend being buying back.

The Audit and Risk Committee formally reviews each service provider at least annually, considering their reports on internal controls, information security, and the resources available to them. The Management Engagement Committee reviews the service levels and how the service providers have performed.

The operational requirements of the Company from its service providers are subject to rigorous testing including the use of office/home working and online communication. Additionally, the Investment Manager's and Administrator's technology environments are continually maintained and subject to regular testing, vulnerability scans and patch management. As part of this review the Board considers the measures taken by each supplier to mitigate its cybersecurity risk.

The transition of secretarial and administration services and operation of the DCP to Frostrow Capital LLP and JP Morgan Securities respectively was carefully planned and has not resulted in the disruption of services required by the Company.

Further details of the Company's internal control and risk management system is provided on pages 37 and 46.

Regulatory and governance

The Company operates in a regulatory environment. Failure to comply with section 1158 of the Corporation Tax Act 2010 could result in the Company losing investment trust status and being subject to tax on capital gains. Failure to comply with other regulations could result in financial penalties or the suspension of the Company's listing on the London Stock Exchange.

Compliance with relevant regulations is monitored on an ongoing basis by the Company Secretary and Investment Manager who report regularly to the Board. The Board also takes into account increasing governance requirements and complies with them wherever practical or explains why there is any divergence.

The Board monitors changes in the regulatory environment and receives regulatory updates from the Investment Manager, Company Secretary, lawyers and auditor as relevant.

The Board is appraised of corporate governance issues and changes and as far as practical the Company complies with governance guidance or explains where it does not and meets the guidance of the AIC Corporate Governance Code (refer to page 33).

Risk remains relatively unchanged

Strategic Review (continued)

Financial and economic

The Company's investments are impacted by financial and economic factors including market prices, interest rates, foreign exchange rates and credit which could cause losses to the investment portfolio.

Risk has been heightened by geopolitical events

Risk Mitigation

The Board regularly reviews and monitors the management of market risk, interest rate risk, foreign currency risk and credit risk. These are explained in detail in Note 15 to the financial statements on pages 66 to 72. Inflation, and geopolitical risks, are considered a component of market risk, with the impact of higher inflation and interest rates and events in Ukraine and the Middle East taken into account.

This year the Board authorised the purchase of hedged Japanese and US Treasury Bills, which are hedged back to sterling to remove some of the currency risk.

The Company has sufficient cash resources and liquidity in its portfolio to meet its operating requirements, including the operation of DCP. In common with most commercial operations, there are always exogenous risks and consequences, which are difficult to predict and plan for in advance. The Company does what it can to address these risks when they emerge, not least operationally and in trying to meet its investment objective.

Share buybacks

During the year the Company bought back 4,067,965 shares at an average price of 4,746.7p per share and for an aggregate consideration of £194.5 million (2024: repurchased 4,220,036 shares at an average price of 4,585.2p per share and for an aggregate consideration of £195.1 million). Shares are repurchased at a discount to the NAV thereby covering the costs of the DCP and associated portfolio transaction costs and providing some accretion to the NAV per share. All shares were bought back in accordance with the DCP, which is detailed further on page 21. Since the year-end, the Company has repurchased a further 372,609 shares.

Going concern

The Audit and Risk Committee has undertaken an assessment of whether the Company is a going concern. The Company's investment objective and business activities, together with the main factors likely to affect its future development and performance, including prevailing macro-economic conditions, are described above.

The financial position of the Company, including its cash flows and liquidity positions, is set out in detail in the financial statements. Note 15 to the financial statements describes the Company's processes for managing its capital, its financial risk management objectives, details of its financial instruments and its exposures to market price, interest rates, foreign currency, credit and liquidity risk. The Board works closely with the Investment Manager and the Company Secretary to ensure that

the Company's operations are resilient, and its portfolio robust enough to meet challenges and opportunities.

The Directors also take into account the liquidity of the portfolio and scenario stress testing when considering the viability of the Company and its ability to meet liabilities as they fall due and to fulfil the ongoing operation of the DCP. The stress tests examined downside scenarios which combined a substantial fall (up to 25%) in stock markets, and therefore asset values, with a considerable loss of income. The impact of such severe scenarios are then mitigated by a significant reduction in management fees and most expenses. The results of the stress testing indicated that there was sufficient portfolio liquidity and net income for the Company to continue in operation. The stress tests also examined the operation of the DCP in the event of the Company having to buy back a substantial number of shares.

The Directors believe that the Company is well placed to manage its business risks successfully and consider that the Company currently has adequate resources, an appropriate financial structure and suitable management arrangements in place to continue in operational existence. For this reason, they continue to adopt the going concern basis in preparing the annual report and financial statements. The Directors do not consider that there are any material uncertainties to the Company's ability to continue to adopt this approach over a period of 12 months from the date of approval of these financial statements.

Notice of AGM

Strategic Review (continued)

Viability statement

The Board has carried out a robust assessment of the principal risks facing the Company including those that would threaten its business model, future performance, solvency or liquidity. The Board has drawn up a matrix of the risks facing the Company and has put in place appropriate processes and controls in order to mitigate these risks as far as practicable. The principal risks which have been identified, and the steps taken by the Board to manage these, are detailed on pages 22 to 24.

The Company is a long-term investor and the Board believes it is appropriate to assess the Company's viability over a five-year period in recognition of the balance between the Investment Manager's long-term horizon and also what the Directors believe to be investors' horizons, taking account of the Company's current position and the potential impact of the principal risks and uncertainties, the operation of the DCP and the circumstances of investment companies more generally.

As mentioned under the going concern paragraph above, the Directors also take into account the liquidity of the portfolio and scenario stress testing when considering the viability of the Company. The results of the stress testing indicated there was sufficient portfolio liquidity and net income for the Company to continue in operation for at least three years.

The Directors do not expect there to be any significant change in the principal risks that have been identified and the adequacy of the controls in place. Also, the Directors do not envisage any change in the Company's strategy or its objective, or any events, that would prevent the Company from continuing to operate over that period as the Company's assets are liquid, its commitments are limited, and the Company intends to continue to operate as an investment trust. The Directors believe that only a dramatic downturn in financial markets, deteriorating economic circumstances, or other crises besetting global markets, could have an impact on this assessment.

Based on this assessment, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years.

The Board's Strategic Report contained on pages 4 to 25 have been approved by the Board and signed on its behalf by:

Jean Matterson Chairman

28 May 2025

The Board

The Board members are all experienced Directors who work closely with the Company's key advisers in the day to day operations of the Company. Apart from the scheduled Board meetings, the Board is in regular contact regarding matters arising and all of the Directors have demonstrated sufficient commitment and experience to carry out their responsibilities.

Appointed a Director in May 2015 and assumed the position of Chairman on 3 July 2020. Jean, until 2020, was a partner of Rossie House Investment Management in Edinburgh which specialises in private client portfolio management with particular emphasis on investment trusts. She was previously with Stewart Ivory & Co Ltd for 20 years, as an Investment Manager and director. She is a director of Herald Investment Management Limited and HIML Holdings Limited. Jean will retire at the AGM having served over nine years on the Board.

Jean Matterson

Independent Non-Executive Director, Chairman and Chairman of the Nomination Committee

Ravinder (Ravi) Anand

Independent Non-Executive Director and Chairman of the Audit and Risk Committee

Wendy Colquhoun

Independent Non-Executive Director, Senior Independent Director and Chairman of the Remuneration Committee

Appointed a Director in August 2023. Ravi is a highly experienced corporate financier and commercial business director. He is currently Managing Director at Thincats Group Limited, a leading alternative lender focused on the funding needs of mid-sized UK SMEs. Ravi has a wide-ranging role at Thincats from setting strategic direction to heading up the day-to-day funding activities for the group, as well as overseeing its analytics function, and as a member of its investment committee. Ravi has more than 34 years of financial services experience. He has created businesses and led numerous corporate transactions, including many in the investment companies sector. Prior to ThinCats, Ravi was head of corporate finance at boutique investment bank Dexion Capital, head of corporate finance and alternatives at New Star Asset Management and a director of equity capital markets at HSBC Investment Bank. He qualified as a chartered accountant at KPMG.

Appointed a Director in January 2021. Until May 2020, Wendy was a senior corporate partner at international law firm CMS Cameron McKenna Nabarro Olswang LLP where she specialised in financial services. She has over 25 years of experience in providing advice to investment trusts. After qualifying as a solicitor in 1987, Wendy held roles with Dickson Minto WS and Linklaters before heading up the UK corporate group at Dundas & Wilson (a leading Scottish law firm) prior to its merger with CMS Cameron McKenna in 2014. She is a non-executive director and senior independent director of Schroder UK Mid Cap Fund plc and Murray International Trust plc.

Capital Gearing Trust P.l.c. Annual Report and Financial Statements 2025 27

Notice of AGM

Shareholder Information

The Board (continued)

Karl Sternberg Independent Non-Executive Director

Appointed a director in September 2024. Karl is Chairman of The Monks Investment Trust plc, Clipstone Industrial REIT plc, Apax Global Alpha Limited, and a Non-Executive Director of The Howard de Walden Estate. Prior to his nonexecutive career, he held a number of positions at Morgan Grenfell/Deutsche Asset Management between 1992 and 2004 including Chief Investment Officer for London, Australia, Europe and the Asia Pacific. He left this firm to establish institutional asset manager Oxford Investment Partners, which was acquired by Towers Watson in 2013. Karl will assume the role of Chairman from the conclusion of the AGM.

Appointed a Director in December 2019. Paul is chairman of the advisory board of 33 St James's Limited and is a nonexecutive director of Fidelity European Trust plc, where he is also the senior independent director. His extensive career in investment management began at Samuel Montagu & Co in 1980. He joined Phillips and Drew in 1985, being the year that it was acquired by UBS. During his time at UBS he held a number of positions covering management, portfolio management, pensions, strategy and client service. He was CEO of UBS Global Asset Management (UK) Limited between 2001 and 2005 and, after undertaking a number of global roles at UBS, he retired in 2007.

Paul Yates

Independent Non-Executive Director and Chairman of the Management Engagement Committee

Dr Theodora (Theo) Zemek

Independent Non-Executive Director

Appointed a director in November 2024. Theo is a nonexecutive director at BlackRock Fund Managers and EFG Asset Management (UK) Limited. Theo has over 30 years' of experience within fixed income investment. She commenced her city career in bonds sales, moving into fund management in 1988. She spent nine years with M&G, rising to be chief investment officer of M&G International, before joining New Star Asset Management in November 2002. In March 2008, she joined AXA Investment Managers, where she was global head of fixed income and a member of AXA Investment Manager's management board.

Directors' Report

The Directors present their report and financial statements of Capital Gearing Trust P.l.c. for the year ended 31 March 2025.

Company status

The Company is an investment company as defined by section 833 of the Companies Act 2006 and operates as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation Tax Act 2010 (the 'CT Act'). This legislation provides conditions that the Company must meet in respect of each accounting period. The Company will continue to conduct its affairs as an investment trust. The Company does not fall within the definition of a 'close company' under the CT Act.

Revenue and dividend

The net revenue return attributable to shareholders for the financial year to 31 March 2025 was £21,527,000 (31 March 2024: £16,957,000).

The Company does not aim to invest for income to support any target dividend payment or target yield, and dividend payments are affected by the requirement to distribute a certain level of income to maintain investment trust status. It is anticipated that capital return is likely to be the larger component of the returns over the longer term. The Company is generating considerable income from higher interest from bonds and other fixed interest securities.

The Board recommends the payment of a dividend of 102p per share, comprising 66p in interest distribution and 36p in ordinary equity dividends, for the year ended 31 March 2025, (2024: 78p) for approval by shareholders at the forthcoming Annual General Meeting. The dividend will be payable on 8 July 2025 to shareholders on the register of members on 6 June 2025, the associated ex-dividend date being 5 June 2025. As detailed in the Chairman's Statement, part of this year's dividend represents an interest distribution. Under FRS 102, final dividends should not be accrued in the financial statements unless they are approved by shareholders before the balance sheet date. As such, the amount recognised in the 2025 financial statements comprises the 2024 final dividend.

Net asset value per share

The net asset value per share of the Company as at 31 March 2025 was 4,924.8p, compared with 4,810.5p as at 31 March 2024.

The financial position of the Company is set out in detail in the financial statements. Note 15 to the financial

statements describes the Company's processes for managing its capital, its financial risk management objectives, details of its financial investments and its exposure to market price, interest rates, foreign currency, credit and liquidity risk.

Share capital

The Company's share capital comprises Ordinary shares of 25p each nominal value. The voting rights of the shares on a poll are one vote for each share held. As at 31 March 2025, the issued share capital consisted of 17,970,762 shares (31 March 2024: 22,038,727) and 8,609,501 shares were held in Treasury (31 March 2024: 4,541,536). During the year to 31 March 2025, 4,067,965 shares were bought back into treasury (31 March 2024: 4,220,036).

As at 27 May 2025, the latest practicable date prior to the publication of this report, the issued share capital consisted of 26,580,263 shares, of which 8,982,110 shares were held in treasury. While shares are held in treasury, no dividends are paid on them and they have no voting rights.

Substantial shareholders

At 31 March 2025, the Board received notification of the following interest in the voting rights of the Company:

Notified interests	% of Issued share capital held
LGT Wealth Management UK LLP	5.8%
Killick & Co LLP	4.3%
Brewin Dolphin Limited	3.0%

Since 31 March 2025 to the date of this report, the Company has not been informed of any changes.

In addition to the above, as at 31 March 2025, directors and employees of CGAM were interested in shares representing 1.8% of the issued share capital.

Management and contracts

Investment Manager

The Company's investments are managed by CGAM. Under the investment management agreement, CGAM receives an annual investment management fee of 0.60% of the net assets of the Company up to £120m, 0.45% of net assets above £120m up to £500m, and 0.30% thereafter, based on quarterly valuations and payable quarterly in arrears. Following the Company's detailed review of its service suppliers, CGAM also receive an additional annual fee of £150,000 in relation to AIFM services provided to the Company (including investor relations and marketing) with effect from 20 May 2024. The agreement is terminable on

Notice of AGM

Shareholder Information

six months' notice, and in the event of termination otherwise than at the end of a quarter, the Company is obliged to pay to CGAM a due proportion of the fee for the period ended on the termination of the agreement, calculated by reference to the net assets of the Company as at the date of termination. No other compensation would arise in the event of termination.

CGAM was appointed as the Company's AIFM in November 2017.

The Investment Manager operates under the investment policy and guidelines drawn up by the Board as detailed on page 18. Any proposed deviation from these guidelines is required to be discussed with and agreed by the Board, or by the Chairman where authority is required between Board meetings. In addition, the Investment Manager presents a report at each Board meeting detailing compliance with the policy during the preceding quarter and outlining any instances where approval for investment decisions was sought from either the Board or the Chairman.

Performance, evaluation and the continuing appointment of the Investment Manager

The Directors conducted a detailed review of the investment strategy adopted by the Investment Manager at a Board Strategy meeting held on 3 September 2024. The performance of the Investment Manager during the year to 31 March 2025 and the contractual arrangements with the Investment Manager were discussed at the Management Engagement Committee meeting held on 19 May 2025. The Investment Manager was not present during the course of the Board discussions.

In reviewing the Investment Manager's performance, the Directors consider the following:

• adherence to the pre-agreed investment policy and guidelines as prescribed by the Board;
• whether the strategy adopted by the Investment Manager has been and continues to be consistent with the Company's aims;
• the asset value performance achieved in the year under review as well as over the longer term and whether this satisfies the investment objective as communicated to shareholders;
• performance comparison against a selected peer group; and
• compliance and administration competence.

Based on investment performance over the year to 31 March 2025, as well as over the longer-term, the Directors concluded that the continuing appointment of the Investment Manager on the existing terms is in the best interests of the shareholders as a whole.

Company secretarial and administration services

Frostrow Capital LLP ('Frostrow') was appointed by the Company from 1 July 2024 to provide company secretarial and administration services under an Administration Agreement which may be terminated on six months' notice.

Prior to this date and from 2017, these services were provided by Juniper Partners. In respect of the administration and company secretarial services provided from 1 April 2024 to 30 June 2024, Juniper Partners received a fixed fee of £145,000 per annum plus 0.02% of the value of shareholders' funds up to and including £1 billion: 0.01% of the value of shareholders' funds over £1 billion up to and including £2 billion: and 0.00625% of the value of shareholders' funds on any amounts over £2 billion.

Since its appointment on 1 July 2024 Frostrow has received a fee of 0.11% on the first £150 million of market capitalisation and 0.05% of market capitalisation above £150 million.

Discount and premium control services

Up to 30 June 2024, discount and premium control services were provided by Juniper Partners. With effect from 1 July 2024, JP Morgan Securities, the Company's broker, has operated the Board's discount and premium control policy.

Depositary and custodian

The Northern Trust Company ('Northern Trust') was appointed in 2011 to provide custodial services for the portfolio and subsequently appointed to act as depositary on 20 December 2019 to fulfil the requirements of the AIFMD. Pursuant to the terms of this agreement, Northern Trust receives a depositary fee which is based on the net asset value of the Company, subject to a minimum of £50,000 per annum, and safe- keeping and transaction fees which vary by market. Termination of the depositary and custody agreement requires six month's written notice.

Details of the fees paid during the year are recorded in note 4 of the financial statements on page 61.

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 interests and potential conflicts is maintained and is reviewed at every Board meeting to ensure all details are kept up to date. Appropriate

Directors' Report (continued)

authorisation is sought prior to the appointment of any new Director or if any new conflicts or potential conflicts arise.

Directors

The Directors of the Company who held office at 31 March 2025 and at the date of approval of this report are set out on pages 26 and 27, together with their biographies. Directors' interests in the shares of the Company are set out in the Directors' Remuneration Report on page 40.

There are no agreements between the Company and its Directors concerning compensation for loss of office.

Retirement and re-appointment of Directors

In accordance with the AIC Code, all Directors offer themselves for either appointment or re-appointment at the forthcoming AGM and on an annual basis going forward. As noted in the Chairman's Statement, following over nine years on the Board, Jean Matterson, the Chairman, will retire at the AGM and not stand for re-appointment. Karl Sternberg will assume the role of Chairman at the conclusion of the forthcoming AGM.

After due consideration of the results 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, including the necessary commitment of time for Board and Committee meetings and other duties as required. The Board believes that the appointment or re-appointment of all Directors standing at the AGM is in the best interests of the Company and its shareholders.

Directors' indemnity

The Company maintains directors' and officers' liability insurance in place for all Directors, which is reviewed periodically. Subject to the provisions of UK legislation, the Company's Articles of Association (the 'Articles') provide the Directors with a qualifying thirdparty indemnity provision against costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgment is given in their favour by the courts. The qualifying third-party indemnity provision was in force throughout the financial year and at the date of approval of the annual report. No claims have been brought against the Company or the Directors.

Whistleblowing policy

As the Company has neither executive Directors nor employees, a formal whistleblowing policy has not been adopted. However, the Board has agreed a procedure by means of which any Directors or employees of external service providers can bring to the attention of the Chairman or Senior Independent Director matters of concern to them. No matters of concern have been raised during the year to 31 March 2025.

Information about securities carrying voting rights

The following information is disclosed in accordance with Section 992 of the Companies Act 2006:

• the Company's capital structure is summarised on page 28;
• the details of the substantial shareholders in the Company are listed on page 28;
• the rules on the appointment and replacement of the Directors are set out in the Articles and are summarised on page 30. Any change to the Articles would be governed by the Companies Act 2006;
• the Directors' powers to issue and buy back shares, in force at the financial year-end, are recorded on page 31; and
• there are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control following a takeover bid.

Annual General Meeting (the 'AGM')

The AGM of the Company will be held on 3 July 2025 at 11.30 a.m. at the Numis Auditorium, 45 Gresham Street, London EC2V 7BF. If you are unable to attend in person, a recording of the Manager's presentation will be available on the Company's website shortly after the AGM. The formal notice of such is set out on pages 75 to 77. Shareholders are strongly advised to appoint the Chairman of the meeting to vote on their behalf by completing and returning their form of proxy or when submitting their votes through an investment platform.

Shareholders are encouraged to submit questions to the Board using the email address company.secretary@capitalgearingtrust.com by close of business on 26 June 2025. The proxy voting results,

Notice of AGM

Directors' Report (continued)

answers to any questions raised ahead of the AGM and the presentation from the Investment Manager will be made available on the Company's website following the AGM.

There are 16 resolutions being proposed at the AGM, 13 of which are ordinary resolutions, two of which is being considered as special business, and three of which (resolutions 14 to 16) are special resolutions.

Resolutions 1 to 4 concern the receiving of the accounts, approving the Directors' remuneration report and remuneration policy, and approving the final dividend of 102.0p per share, comprising 66p in interest distribution and 36p in ordinary equity dividends. Resolutions 5 to 9 are for the appointment or re-appointment of the existing Directors. Resolution 10 is for the re-appointment of BDO as auditor and resolution 11 is to authorise the Directors to determine their remuneration.

Additional information on the resolutions relating to special business is detailed below:

Resolution 12 – Aggregate Directors' remuneration

The current Articles of Association provide that Directors' fees shall not, in aggregate, exceed £230,000 per annum. Although there are currently no plans to increase the size of the Board, or to make any significant changes to the levels of fees paid to the non-executive Directors, the Board wish to propose an increase to the fee limit contained in the Articles of Association to facilitate future succession planning and to accommodate any unforeseen circumstances, which may include a sudden requirement to appoint an additional Director. It is proposed that the fee limit be increased to £250,000 per annum in aggregate. Directors' remuneration will continue to be paid in accordance with the Directors' Remuneration Policy.

Resolutions 13 and 14 – Directors' authority to allot shares and disapply pre-emption rights

At the AGM held on 2 July 2024 (the '2024 AGM'), the Directors were given the authority until the date of the following AGM to allot up to 7,126,742 shares and to disapply pre-emption rights in respect of up to 4,167,921 of these shares. No shares were issued under these authorities during the period.

At this year's AGM, the Directors are seeking authority to allot up to 5,866,051 shares, in aggregate a nominal value of £1,466,512, representing one third of the issued share capital as at 27 May 2025 (excluding treasury shares). The Directors are also seeking to disapply preemption rights in respect of the allotment of up to 20% of the issued share capital of the Company, (equivalent

to 5,316,052 shares at 27 May 2025 with an aggregate nominal value of £1,329,013, including any shares which have been bought back as treasury shares.

The Board recognises institutional investor guidelines which state that non pre-emptive issues should be limited to a maximum of 20% for investment companies. The Board believes that the continued operation of the DCP in a cost-effective manner is in the best interests of both existing and new shareholders.

Resolution 15 – Authority to make market purchases of the Company's shares

At the 2024 AGM, the Directors were given the authority until the date of the following AGM to buy back up to 3,123,857 shares (14.99% of the issued share capital at the date of the 2024 AGM).

At a general meeting held on 26 March 2025, shareholders granted authority until the date of the following AGM to buy back up to 2,703,212 shares (being 14.99% of the issued share capital at the date of the general meeting).

At this year's AGM, the Directors are seeking authority to buy back up to 2,637,963 shares (14.99% of the issued share capital (excluding treasury shares) as at 27 May 2025) for cancellation or holding in treasury for re-sale into the market during more favourable market conditions at values equal or at a premium to NAV.

If approved, the powers, as detailed above under Resolutions 13 to 15 and in the formal notice of the AGM, will expire at the AGM to be held in 2026 unless previously renewed, varied or revoked by the Company in general meeting. These powers will be exercised only if the Board is of the opinion that it would result in an enhancement to the NAV per share of the Company and therefore have a positive effect on shareholder funds. The ability to buy back shares is an important part of the operation of the DCP, if and when required.

Resolution 16 – Notice of general meetings

At the 2024 AGM, a resolution was passed to allow the Company to call a general meeting other than an AGM on at least 14 clear days' notice. Such shareholder authority must be renewed annually, and must exclude AGMs, which can only be held on 21 clear days' notice. Without such shareholder authority, all general meetings need 21 clear days' notice.

The Board considers it prudent to retain the ability to call general meetings other than AGMs on the shorter notice period of 14 clear days, and this resolution seeks such approval from shareholders.

Directors' Report (continued)

Recommendation

The Directors consider that all the resolutions detailed in the formal notice of the AGM are in the best interests of the Company and the shareholders taken as a whole and therefore unanimously recommend to shareholders that they vote in favour of each resolution, as the Directors intend to in respect of their own holdings.

Statutory auditor

The Audit and Risk Committee is satisfied that BDO LLP is independent of the Company and, as mentioned above, a resolution to re-appoint BDO LLP as the Company's auditor will be put to shareholders at the forthcoming AGM.

Directors' statement as to disclosure of information to auditor

The Directors who were members of the Board at the time of approving the Directors' Report are listed on pages 26 and 27. Each Director in office at the date of this report confirms that:

• to the best of each Director's knowledge and belief, there is no information relevant to the preparation of their report of which the Company's auditor is unaware; and
• each Director has taken all the steps a Director might reasonably be expected to have taken to be aware of 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.

Business ethics

The Company is an investment company with no employees or customers and does not provide goods or services in the normal course of business. It has appointed third parties to manage the investments and to carry out administrative and secretarial services. The Company's own supply chain consists predominantly of professional advisers and service providers in the financial services industry, which is highly regulated and the Board has sought assurances from its suppliers that they comply with the provisions of the UK Modern Slavery Act 2015 and maintain adequate safeguards in keeping with the provisions of the Bribery Act 2010 and Criminal Finances Act 2017.

Bribery Act 2010

The Company has zero tolerance towards bribery and is committed to carrying out business fairly, honestly and openly. The Investment Manager also adopts a zero tolerance approach and has policies and procedures in place to prevent bribery.

Criminal Finances Act 2017

The Company has a commitment to zero tolerance towards the criminal facilitation of tax evasion.

Greenhouse gas emissions

The Company's approach to ESG is set out on pages 13 to 17 and are aligned towards the delivery of sustainable investment performance over the longer term. The direct impact of the Company's activities is minimal as it has no employees, premises, physical assets or operations either as a producer or a provider of goods or services, while its shareholders are effectively its customers. As such it does not directly generate any greenhouse gas or other emissions or pollution. Nor does it have any emissionsproducing sources to report under the Companies Act 2006 and associated regulations. As the Company did not consume more than 40,000 kWh of energy during the past year, it is exempt from reporting under Streamlined Energy and Carbon Reporting regulations.

Taskforce for Climate Related Financial Disclosures ('TCFD')

The Company notes the TCFD recommendations on climate-related financial disclosures. The Company is an investment trust and, as such, it is exempt from the Listing Rules requirement to report against the TCFD framework.

Political and charitable contributions

No contributions were made during the year for political or charitable purposes (2024: nil).

Outlook and future developments

Please refer to the Chairman's statement on pages 4 to 6 and the Investment Manager's review on pages 8 and 9 for an update on performance over the year and the outlook for the Company.

Post balance sheet events

Since 31 March 2025, there are no post balance sheet events which would require adjustment of or disclosure in the financial statements.

Key Features

Corporate Governance Statement

This Corporate Governance Statement forms part of the Directors' Report.

Compliance with the recommendations of the AIC Code and UK Corporate Governance Code

The Board has considered the principles and provisions of the AIC Corporate Governance Code (the 'AIC Code'). The AIC Code is endorsed by the Financial Reporting Council and adapts the principles and provisions set out in the UK Corporate Governance Code to make them relevant to investment companies.

The Board believes that the AIC Code, which incorporates the UK Corporate Governance Code, provides the most appropriate governance framework for the Company. Accordingly, the Company reports against the principles and provisions of the AIC Code as the Board believes this should provide more relevant information to shareholders. The 2019 edition of the AIC Code is applicable to the year under review and can be found at www.theaic.co.uk. The 2024 edition of the AIC Code is applicable to accounting periods beginning on or after 1 January 2025 and the Company will report against this version of the AIC Code from next year.

The UK Corporate Governance Code includes provisions relating to the role of the chief executive, executive directors' remuneration, the need for an internal audit function and workforce engagement. For the reasons set out in the AIC Code and as explained in the UK Corporate Governance Code, the Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations and has therefore not reported further in respect of these provisions.

During the financial year the Company has complied with the provisions of the AIC Code and the relevant provisions of the UK Corporate Governance Code.

Application of the AIC Code

Operation of the Board

The Board is ultimately responsible for framing and executing the Company's strategy and for closely monitoring risks. 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 premium/discount, contracts, investment policy, finance, risk, investment restrictions, performance, corporate governance and Board membership and appointments.

It has delegated investment management, within clearly defined parameters and dealing limits, to CG Asset Management, and the company secretarial and administration functions have been delegated to Frostrow Capital LLP. The Board reviews the performance of the Company at Board meetings and sets the objectives for the Investment Manager.

The Company Secretary is responsible to the Board, inter alia, for ensuring that Board procedures are followed and for compliance with applicable rules and regulations including the AIC Code.

The Board believes that the content and presentation of Board papers circulated before each meeting contain sufficient information concerning the financial condition of the Company. Key representatives of the Investment Manager attend each Board meeting enabling the Directors to probe on matters of concern or seek clarification on certain issues.

Biographies of those Directors in office at the date of signing of the financial statements are set out on pages 26 and 27.

Audit and Risk Committee

The Audit and Risk Committee is a formally constituted Committee of the Board with defined terms of reference. The Committee is chaired by Ravi Anand. Its role and responsibilities are set out in the Report of the Audit and Risk Committee on page 43. As the Board is small, Jean Matterson, the Chairman of the Board, was appointed a member of the Audit and Risk Committee with effect from 26 January 2022. The Board is satisfied that members of the Audit and Risk Committee have relevant and recent financial experience to fulfil their role effectively and also have sufficient experience relevant to the closed ended investment company sector and UK listed companies. The auditor, who the Board has identified as being independent, is invited to attend the Committee meeting at which the annual accounts are considered and any other meetings that the Committee deems necessary.

Nomination Committee

A Nomination Committee, comprising all the independent Directors, oversees the annual appraisal of the Board members, including the Chairman, to assess whether individual Board members should be nominated for re-election each year, evaluates the overall composition of the Board from time to time,

Corporate Governance Statement (continued)

taking into account the existing balance of skills and knowledge on the Board and considers succession planning accordingly. The Committee comprises all the independent Directors of the Company. The Committee is chaired by Jean Matterson and will be chaired by Karl Sternberg following his appointment at the conclusion of the forthcoming AGM.

The Committee, when assessing the performance of Directors and for making recommendations as to whether they should remain in office and be put forward for appointment or re-appointment at the AGM, uses extensive questionnaires and reviews by the Chairman. The Senior Independent Director is responsible for the appraisal of the Chairman. This review, which provided positive results, did not identify any causes for concern.

Management Engagement Committee

A Management Engagement Committee comprises all the independent Directors of the Company and is chaired by Paul Yates. The Committee meets at least once a year to consider the performance and remuneration of the Investment Manager and to review the terms of the investment management contract. The Management Engagement Committee also reviews the terms and performance of the other key service suppliers to the Company on an annual basis, including the costs of these services and how effective they have been during the year.

Remuneration Committee

A Remuneration Committee is chaired by Wendy Colquhoun. As the Board is small, the Committee comprises all the independent Directors of the Company. The Committee meets at least once a year to consider the Directors' Remuneration Policy and the remuneration of the Directors.

During the year, the Committee considered the Directors' fees over the last eight years, fees paid by its investment trust peer group and other trusts of a similar size and structure and the results of Trust Associate's 2024 fee review. After considering this information and the work and responsibilities of the Directors, the Committee concluded that for the forthcoming financial year it was appropriate to increase the fees as detailed in the Directors' Remuneration Report on page 39.

The additional fee payable to the Senior Independent Director will remain at £2,000.

The Directors' Remuneration Report can be found on pages 38 to 42.

Directors' meeting attendance

The number of formal meetings held during the year ended 31 March 2025 and the Directors' attendance is detailed below.

	Board	Audit and Risk Committee	Management Engagement Committee	Nomination Committee	Remuneration Committee
Jean Matterson	5/5	3/3	1/1	1/1	1/1
Ravi Anand	5/5	3/3	1/1	1/1	1/1
Robin Archibald (retired 2 July 2024)	2/5	1/3	1/1	N/A	1/1
Wendy Colquhoun	5/5	3/3	1/1	1/1	1/1
Karl Sternberg (appointed 5 September 2024)	2/5	2/3	N/A	1/1	N/A
Paul Yates	5/5	3/3	1/1	1/1	1/1
Theo Zemek (appointed 1 November 2024)	2/5	2/3	N/A	N/A	N/A

Apart from regular Board meetings, members of the Board attended a number of ad hoc committee meetings during the year, for strategic discussions, succession planning and continued implementation of the discount/premium control policy. Members of the Board are also in contact with representatives of the Investment Manager and the Company Secretary on an informal and regular basis. In addition, all members of the Board at that time attended the 2024 AGM.

Strategic Report

Key Features

Shareholder Information

Independence of the Directors

Each of the Directors is independent of any association with the Investment Manager and has no other relationships or circumstances which might be perceived to interfere with the exercise of independent judgement on the affairs of the Company. The Directors have a range of business and financial skills and experience relevant to the direction of the Company. Wendy Colquhoun is currently the Senior Independent Director, having been appointed to this role in July 2024 following the retirement of Mr Archibald. Ms Colquhoun has significant direct corporate and market experience of investment companies and of acting as a senior independent director and non-executive director for other investment companies.

Director Time Commitments

Ahead of appointing a Director, candidates are asked to confirm that they are able to allocate sufficient time to the Company to discharge their responsibilities effectively. Mr Sternberg will be assuming the role of Chairman at the conclusion of the Company's forthcoming AGM. Upon this appointment he will hold the positions of chairman on two investment companies and non-executive director on a further two investment companies. Although Mr Sternberg has confirmed that he is able to allocate sufficient time to these roles, the number of appointments may deem some industry participants to state that Mr Sternberg is 'overboarded'. If this is the case it will be for a short period of time since it has been announced that he will be standing down as chairman and a director of The Monks Investment Trust PLC on 9 September 2025. The Board therefore believes that all Directors, including Mr Sternberg, are able to allocate sufficient time to the Company to discharge their responsibilities effectively.

Director tenure

In accordance with the AIC Code all Directors are subject to annual re-appointment. Board support for re-appointment is based on the outcome of an annual performance evaluation. The Chairman also speaks with each Director individually. The performance of each Director and nominations for re-appointment are then discussed by the Board as a whole.

The Board's view is that length of tenure is not necessarily an issue, with the Director's contribution, and ability being important factors in determining the value the individual brings to the Board. The Directors are conscious of the benefits of continuity on the Board and believe that retaining Directors with sufficient experience of both the Company and the markets is of great benefit to the Company. The Chairman and

Directors will not generally seek reappointment at an annual general meeting that falls after having served nine years on the Board, unless there are certain circumstances, such as succession planning and the need to maintain cohesion and continuity, for doing so.

Director remuneration

The Company's policy on Director remuneration is set out within the Directors' Remuneration Report on pages 38 to 42.

Board diversity

The Board is focused on having an effective Board which consists of experienced non-executive Directors who can function well together and have a good operational knowledge of the Company and the closed ended investment company sector more generally. The Board currently consists of six independent Directors: Jean Matterson, Ravi Anand, Wendy Colquhoun, Karl Sternberg, Paul Yates and Theo Zemek.

The Board supports the principle of boardroom diversity in its broadest sense, in terms of gender, expertise, geographic background, age and race. The Company is specialised and the Board's priority is to have a relatively small and effective independent Board of non-executive Directors with the requisite abilities and experience to oversee the Company, its investments and its corporate structure, including its third-party advisers. Any new appointee would make an appropriate contribution to those skills. It is the Board's policy to review its composition regularly and, when appropriate, to refresh the Board through recruitment, with the aim of having the blend of skills and attributes that will best serve shareholders in the future and will not discriminate on the grounds of gender, race, ethnicity, socio-economic background, religion, sexual orientation, age or physical ability.

The Nomination Committee is conscious of the diversity targets set out in the FCA Listing Rules and the Board complies with the AIC Code in appointing appropriately diverse, independent non-executive Directors who set the operational and moral standards of the Company and aims to have an appropriate level of diversity on the Board.

In accordance with Listing Rule 9.8.6R (9), (10) and (11) the Board has provided the following information in relation to its diversity as at 31 March 2025, being the financial year-end of the Company. The information included in the tables below has been obtained following confirmation from the individual Directors. As shown in the tables, the Company meets all the FCA diversity targets as at 31 March 2025. The Board will

Corporate Governance Statement (continued)

continue to take all matters of diversity into account as part of its succession planning.

Board gender as at 31 March 20251

	Number of Board members	Percentage of the Board	Number of senior positions on the Board
Men	3	50%	1
Women	3	50%2	13

Board ethnic background as at 31 March 20251

	Number of Board members	Percentage of the Board	Number of senior positions on the Board
White British or other White (including minority-white groups)	5	83.3%	1
Mixed/Multiple Ethnic Groups	1	16.7%4	1

(1) The Company does not disclose the number of Directors in executive management as this is not applicable for an investment trust. The Listing Rules state that the senior board positions consist of Chair, Chief Executive Officer, Senior Independent Director and Chief Financial Officer. As an externally managed investment trust the Company does not have the roles of CEO or CFO.

(2) This meets the Listing Rules target of 40% in terms of gender diversity.

(3) The Chairman of the Board is a woman. The position of the Chairman of the Remuneration Committee is also held by a woman however this is not currently defined as a senior position.

(4) This meets the Listing Rules target on ethnic diversity.

Directorate

The Board believes that shareholders' interests are best served by ensuring a smooth and orderly refreshment of the Board with experienced candidates whilst maintaining continuity of knowledge and expertise.

Induction and training

New Directors appointed to the Board are provided with an induction programme which is tailored to the particular circumstances of the appointee. Regular briefings are provided covering industry and regulatory matters and the Directors receive other relevant training as required.

Ongoing evaluation

On an annual basis the Nomination Committee formally reviews the Board's performance, together with that of the Audit and Risk and other Board committees and the effectiveness and contribution of the individual

Directors, including the Chairman, within the context of service on those bodies. The Senior Independent Director led the annual evaluation of the Chairman. The outcome of the external review was positive with no significant concerns expressed.

As the Company is a constituent of the FTSE 250, the Board intends to hold an externally facilitated performance evaluation of the Board, its Committees, the Chairman and the individual Directors, every three years. The Board is due to conduct an externally facilitated board evaluation in respect of the Company's year ending 31 March 2026, since a period of three years have passed since the last externally facilitated exercise. Given the number of changes to the Board this year, to include the appointment of two Directors and a change of Chairman from the conclusion of the forthcoming AGM, the Board has resolved to postpone this enhanced exercise until 2027.

Shareholder communications

Shareholder relations are given high priority by both the Board and the Investment Manager. The principal medium by which the Company communicates with shareholders is through half yearly and annual reports. The information contained therein is supplemented by daily NAV announcements and by a monthly fact sheet and quarterly report available on the Company's website.

The Board largely delegates responsibility for communication with shareholders to CGAM and, through feedback from the Investment Manager, expects to be able to develop an understanding of shareholders' views. There is also a communication line with shareholders through the Company Secretary. The Board receives a quarterly report from the Investment Manager summarising any shareholder correspondence. Members of the Board are always happy to meet with shareholders for the purpose of discussing matters in relation to the operation and prospects of the Company.

The Board encourages investors to attend the AGM either in person or online and welcomes questions and discussion on issues of concern or areas of uncertainty. Shareholders who have any questions are encouraged to address these through the Company Secretary and the Board will respond accordingly.

The Investment Manager typically makes a presentation at the AGM outlining the key investment issues that face the Company. The presentation is made available on the Company's website.

Corporate Governance Statement (continued)

Accountability, internal controls and audit

The Board pays careful attention to ensuring that all documents released by the Company, including the Annual Report, present a fair and accurate assessment of the Company's position and prospects.

The Board has overall responsibility for the Company's systems of internal controls and for reviewing their effectiveness. In common with the majority of investment trusts, the Board has determined that the most efficient and effective management of the Company is achieved by the Directors determining the investment strategy, and the Investment Manager being responsible for the day to day investment management decisions on behalf of the Company. Accounting, company secretarial and custodial services have also been delegated to organisations that are specialists in these areas, and which can provide, because of their size and specialisation, economies of scale, segregation of duties and all that is required to provide proper systems of internal control within a regulated environment.

As the Company has no employees and its operational functions are undertaken by third parties, the Audit and Risk Committee does not consider it necessary for the Company to establish its own internal audit function. Instead, the Audit and Risk Committee examines internal control reports received from its principal service providers to satisfy itself as to the controls in place. The internal controls aim to ensure that assets of the Company are safeguarded, proper accounting records are maintained, and the financial information used within the business and for publication is reliable.

Control of risks identified covering financial, operational, compliance and risk management, is embedded in the controls of the Company through a series of regular investment performance statements, financial and risk analyses, Investment Manager reports and control reports. Key risks have been identified and controls put in place to mitigate them, including those not directly the responsibility of the Investment Manager. The effectiveness of the internal controls is assessed on a continuing basis by the Investment Manager, the custodian and the Company Secretary. Each maintains its own system of internal controls, and the Board and Audit and Risk Committee receive regular reports from them. These control systems have been in place throughout the year under review and up to the date of signing the financial statements. They are 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.

It is a requirement that the Board monitors the Company's risk management and internal controls systems and, at least annually, carries out a review of their effectiveness. The Board has established a process for identifying, evaluating and managing the principal risks faced by the Company in accordance with the Financial Reporting Council's guidance document 'Guidance on Risk Management, Internal Control and Related Financial and Business Reporting'. Business risks have also been analysed by the Board and recorded in a risk map that is reviewed regularly.

The Board continues to work closely with all of its agents, directly or indirectly, to ensure that internal controls and the resilience of operating systems continue to be in place.

By order of the Board

Frostrow Capital LLP Company Secretary

28 May 2025

Directors' Remuneration Report

This section provides details of the remuneration policy for the Directors of the Company. All Directors are non-executive, appointed under the terms of letters of appointment, and none has a service contract. Each Director's appointment is subject to their appointment or re-appointment by shareholders every year at the AGM. The Company has no employees.

The Board has prepared this report in accordance with the requirements of the Companies Act 2006. The shareholders approved the remuneration policy at the Annual General Meeting in 2022 and it will be put to shareholders again at the forthcoming AGM. This policy, together with the Directors' letters of appointment, may be inspected at the Company's registered office.

The Board has established a Remuneration Committee consisting of all the independent Directors, chaired by Wendy Colquhoun. The Committee considers and determines all matters relating to the Directors' remuneration at the beginning of each financial year. The Directors are remunerated exclusively by fixed fees in cash. There are no performance related elements to the Directors' fees and the Company does not operate any type of incentive, share or pension scheme. Therefore, no Directors receive bonus payments or pension contributions from the Company or hold options to acquire shares in the Company. Directors are entitled to receive reasonable out of pocket expenses incurred in connection with their responsibilities, which largely relate to travel and accommodation expenses.

Policy on Directors' remuneration

The Company's policy is that the remuneration of each Director should be commensurate with the duties, responsibilities and time commitment of each respective role and consistent with the requirement to attract and retain Directors of appropriate quality and experience. The remuneration should also be comparable to that of similar investment trusts within the AIC Flexible Investment Sector and other investment trusts which are similar in size and structure. Given the nature of the Company, there may be circumstances where additional remuneration is paid to Directors for requirements outside the normal activities of the Board. The remuneration policy is not subject to employee consultation as the Company has no employees. As such, there is no employee comparative data to provide in relation to the setting of the remuneration policy of the Directors.

The Board, at its discretion, shall determine Directors' remuneration subject to the aggregate annual fees not exceeding the amount set out in the Company's Articles from time to time. The current limit on the total aggregate annual fees payable is £230,000. This limit can be increased by ordinary resolution of the shareholders. Fees for each financial year are agreed and approved by the Remuneration Committee.

It is intended that this policy will remain in place for the next and subsequent financial years.

Shareholder views

The Board will consider any comments received from shareholders on the remuneration policy on an ongoing basis and will take account of these views where appropriate. No shareholder has expressed any views to the Company in respect of the remuneration policy and the Directors' remuneration.

Loss of office

A Director may be removed from office without notice and no compensation will be due on loss of office.

Expenses

All Directors are entitled to the reimbursement of reasonable out of pocket expenses incurred by them in order to perform their duties as Directors of the Company.

Review of remuneration policy

The Board reviews the above remuneration policy at least annually to ensure that it remains appropriate.

Amendment to the Articles

As noted above, the current aggregate annual remuneration limited within the Articles is £230,000 per annum. A resolution to increase this limit to £250,000 will be proposed at the forthcoming AGM. Although there are currently no plans to increase the size of the Board, or to make any significant changes to the levels of fees paid to the non-executive Directors, the Board wish to propose an increase to the fee limit contained in the Articles of Association to facilitate future succession planning and to accommodate any unforeseen circumstances, which may include a sudden requirement to appoint an additional Director.

Audit requirements

The Company's auditor is required to report on certain information contained within this report. These elements are described below as 'audited'. The auditor's opinion is included within the auditor's report set out on pages 48 to 53.

Strategic Report

Directors' fees

The Directors who served during the year received remuneration as detailed below. The fee rates, having been determined, are applied from the date, which is not necessarily the commencement of a reporting year, from which a director is appointed or assumes additional responsibilities.

Directors' fees are reviewed every year and a detailed review was undertaken in May 2025. Following this review, fees have been increased to ensure that the remuneration paid to Directors is in line with comparable peers, thus ensuring that the Company remains able to attract suitably qualified candidates for future Board vacancies. The agreed new fee rates shown in the table below took effect from 1 April 2025 and reflect an average fee increase of 4%.

		Annual fee rates
	2026 £	2025 £	2024 £
Chairman	52,000	50,000	46,500
Audit and Risk Committee Chairman	41,500	40,000	38,000
All other Directors	34,000	32,500	31,000

The Senior Independent Director receives an additional fee of £2,000 per annum.

Aggregate Director's remuneration

The total remuneration for the Board as a whole, including Directors who have retired, over the previous five years is summarised below and there were no performance related, pension or other taxable benefits paid:

	Fees £
To 31 March 2025	197,486
To 31 March 2024	169,167
To 31 March 2023	140,650
To 31 March 2022	128,500
To 31 March 2021	113,577

Single total figure of remuneration (audited)

The single total figure of remuneration for the Board as a whole for the year ended 31 March 2025 was £197,486 (year to 31 March 2024: £169,167). The single total figure for the total remuneration of each Director, together with the prior year's comparative, is set out in the table below:

		Total
Directors	2025 £	2024 £
Jean Matterson (Chairman of the Board)	50,000	46,500
Ravi Anand (appointed 1 August 2023)	38,071	20,667
Wendy Colquhoun	33,986	31,000
Karl Sternberg (appointed 5 September 2024)	18,583	–
Paul Yates	32,500	31,000
Theo Zemek (appointed 1 November 2024)	13,542	–
Robin Archibald (retired 2 July 2024)	10,804	40,000
	197,486	169,167

Directors' Remuneration Report (continued)

There were no other transactions with Directors during the year.

No payments were made to any former Directors and no loss of office payments were made to any person who has previously served as a Director of the Company at any time during the financial year ended 31 March 2025 (year to 31 March 2024: nil).

Annual percentage change in remuneration of Directors

The table below is a disclosure requirement under The Companies (Directors' Remuneration Policy and Directors' Remuneration Report) Regulations 2019 and sets out the annual percentage change in each director's remuneration received in the most recent five financial years. The percentage change reflects changes in roles on the Board compared to previous remuneration and less than full year appointment.

Directors	2025 Total Fees % change	2024 Total Fees % change	2023 Total Fees % change	2022 Total Fees % change	2021 Total Fees % change
Jean Matterson (Chairman of the Board with effect from 3 July 2020)	7.5	9.8	10.0	18.5	29.2
Ravi Anand (appointed to the Board on 1 August 2023 and appointed Audit and Risk Committee Chairman on 2 July 2024)	84.2	100	n/a	n/a	n/a
Wendy Colquhoun (appointed 5 January 2021 and Senior Independent Director from 2 July 2024)	9.6	3.3	9.1	9.4	10.3
Karl Sternberg (appointed 5 September 2024)	100	n/a	n/a	384.8	n/a
Paul Yates (appointed 2 December 2019)	4.8	3.3	9.1	10.0	212.5
Theo Zemek (appointed 1 November 2024)	100	n/a	n/a	n/a	n/a
Robin Archibald (retired 2 July 2024)	(73.0)	4.4	9.4	n/a	n/a

Directors and their interests (audited)

The Directors in office at 31 March 2025 and the number of shares in the Company over which they held an interest are listed below. The interests of each Director include the interests of their connected persons:

	Ordinary shares of 25p each
	31 March 2025	31 March 2024
Jean Matterson	18,650	18,650
Ravi Anand	4,430	4,430
Wendy Colquhoun	400	400
Karl Sternberg	1,269	–
Paul Yates	2,000	1,000
Theo Zemek	–	–

No changes in these holdings have been notified since 31 March 2025 up to the date of this report. The Company has no share options or any share schemes, and does not operate a pension scheme. None of the Directors are required to own shares in the Company.

Directors' Remuneration Report (continued)

Performance graph

The following graph compares the Company's share price total return to shareholders over the last ten years with the MSCI UK IMI Total Return Index and CPI. Whilst Investment performance is reviewed by the Board against CPI only, The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 require the Company to include within the Directors' Remuneration Report a graph comparing total shareholder return with the performance of a broad equity market index. The Board has selected the MSCI UK IMI Total Return Index for this purpose, as it is deemed to be an appropriate equity market index comparator.

Source: CG Asset Management Limited, data rebased to 100 in 2015.

Relative importance of spend on pay

Actual expenditure by the Company on remuneration and distributions to shareholders for the current and prior year are detailed in the table below:

	2025 £'000	2024 £'000	Absolute change £'000
Remuneration paid to all Directors	197	169	28
Distribution to shareholders by way of dividend(1)	18,330	16,598	1,732

(1) Dividend for 2025 comprises the final dividend proposed for the year but not yet paid (estimated on 17,970,762 shares, being the number of shares in issue, excluding shares held in treasury, as at 31 March 2025).

Directors' Remuneration Report (continued)

Statement of voting at the last Annual General Meeting

An ordinary resolution for the approval of this report will be put to the members at the forthcoming AGM and every year thereafter. To date, no shareholders have commented in respect of the remuneration report or policy. Should there be any significant vote against approval of the remuneration report or policy in the future, the Directors will seek to discuss with relevant shareholders the reasons for any such vote and any actions in response will be disclosed in future reports. At the last AGM held on 2 July 2024, shareholders, on a show of hands, passed the resolution to approve the Directors' Remuneration Report: of the 6,104,744 proxy votes cast, 6,061,887 (99.99%) were cast in favour and 42,857 (0.01%) were cast against. 11,752 votes were withheld.

At the AGM held on 12 July 2022, shareholders, on a show of hands, passed the resolution to approve the Directors' Remuneration Policy: of the 6,057,769 proxy votes cast, 6,047,109 (99.8%) votes were cast in favour and 10,660 (0.2%) were cast against. 10,449 votes were withheld.

Annual statement

On behalf of the Board, I confirm that the above Directors' Remuneration Report summarises as appropriate for the year ended 31 March 2025:

• a) the major decisions on Directors' remuneration;
• b) any substantial changes relating to Directors' remuneration made during the year; and
• c) the context in which those changes occurred and decisions were taken.

On behalf of the Board

Wendy Colquhoun

Chairman of the Remuneration Committee

28 May 2025

Independent Auditor's Report Financial Statements

Audit and Risk Committee Report

This report describes the range of work that the Committee has been engaged in and the judgements it has exercised.

Composition

The Committee comprises Jean Matterson, Wendy Colquhoun, Karl Sternberg, Paul Yates, Theo Zemek and Ravi Anand, as Chairman, all of whom have recent and relevant financial experience from their senior management and other non-executive roles in both the closed-ended sector or from other investment products.

Ravi Anand is a chartered accountant, corporate financier and commercial business director with considerable financial and investment company experience. The biographies of the Committee members can be found on pages 26 and 27. As she is deemed to be independent, Jean Matterson, the Chairman of the Board, was appointed a member of the Audit and Risk Committee with effect from 26 January 2022. Previously Jean attended Committee meetings by invitation only. Karl Sternberg will remain as a member of the Audit and Risk Committee upon his appointment as Chairman, since he is also deemed to be independent. Collectively, the Committee brings considerable corporate and investment company experience to bear on the Company's activities.

Role and responsibilities

The principal objectives of the Committee are to provide assurance to the Board as to the effectiveness of the Company's internal controls and the integrity of its financial reporting and to monitor the appointment, effectiveness and objectivity of the external auditor. In doing so, the Committee operates within its terms of reference, which are reviewed at each meeting and are available on the Company's website.

The Committee discharges the following key functions:

• to review the internal financial and non-financial controls, identify the principal risks, including emerging risks, and monitor the mitigating controls. This includes meeting representatives of the Investment Manager, Administrator and Custodian and receiving reports on the quality and effectiveness of the accounting records and management information maintained on behalf of the Company;
• to consider the integrity of and recommend to the Board for approval the contents of the draft half- yearly and annual reports to shareholders and related announcements;
• to review the accounting policies and significant financial reporting judgements;
• to assess going concern and viability of the Company, including the assumptions used;
• to ensure the Annual Report, taken as a whole, is fair, balanced and understandable;
• to review the external auditor's independence, objectivity, effectiveness, appointment, remuneration and the quality of the services provided and to approve, if appropriate, any non-audit services to be carried out by the auditor;
• together with the Company Secretary, to review the Company's compliance with financial reporting, regulatory and governance requirements; and
• to assess the need for an internal audit function, taking account of the assurances received from the various external agents to the Company on their internal controls and systems.

The Committee met in full three times during the year, and its members met more regularly on an informal basis, as well as reviewing and commenting on documentation between formal committee meetings. The Company's auditor is invited to attend meetings as appropriate. The Committee has continued to support the Board in fulfilling its oversight responsibilities, reviewing the financial reporting process, the systems of internal control and management of risk, the audit process and the Company's process for monitoring compliance with laws and regulations.

In particular, the Committee focussed on the following areas during the year:

Financial reporting

The Committee considered the significant issues and areas of key audit risk in respect of the Annual Report and Financial Statements and in the production of the interim accounts, including emerging risks and changes to the Company's risk profile. The Committee reviewed the external audit plan in November 2024 and concluded that the appropriate areas of audit risk relevant to the Company had been identified and that suitable audit procedures had been put in place to obtain reasonable assurance that the financial statements as a whole would be free of material misstatements and that the accounting policies and how they are applied continues to be appropriate.

Audit and Risk Committee Report (continued)

Financial reporting (continued)

As part of the review of the financial statements, the Committee considered the following significant issues:

Significant issue	How the issue was addressed
Ownership and valuation of investments	The appointed Depositary is responsible for the custody and controlling of all assets of the Company entrusted for safekeeping. Controls are in place to ensure that valuations are appropriate, and existence is verified by Frostrow Capital LLP via reconciliations to custodial records. The valuation of investments is undertaken in accordance with the accounting policies disclosed in note 1 to the financial statements on page 58.
Ongoing impact of higher inflation, rising interest rates, and heightened geopolitical risks	The Committee reviewed inflation, rising interest rates, and geopolitical risks as part of the review of the investment portfolio and the asset allocation. This was also considered in reviewing the level of income received and the significant proportion of index linked securities now held.
Revenue recognition, particularly from delisted trusts, where returns may be of capital rather than income, and any other returns	Revenue was recognised in accordance with investment policies and enquiry was made on revenue of an atypical nature, such as special dividends or capital receipts.
from investments which constitute capital rather than revenue returns	The Investment Manager reported to the Committee that less than 0.3% of the Company's portfolio is invested in delisted investment trusts. Receipts from these investments are reviewed by the Company Secretary and Investment Manager to ensure they are appropriately allocated to revenue or capital.
Potential for management override of controls and maintaining appropriate internal controls	The Committee together with the Board have established clear lines of responsibility between the Investment Manager, Custodian, Company Secretary and Administrator and receive appropriate reports from each of them regarding the operation and review of those organisations' internal controls. There was also a review of the co-ordination between the Investment Manager, the Administrator and Company Secretary.
Going concern	The content of the investment portfolio, trading activity, portfolio diversification and the cash balances are discussed at each Board meeting. After due consideration, the Committee concluded it was appropriate to prepare the Company's financial statements on a going concern basis and made this recommendation to the Board. The Company's continued ability to meet its investment objective, apply its investment policy, fulfil the aims of the discount and premium control policy, having a widely diversified and relatively liquid investment portfolio of largely listed securities and being ungeared, with the operational expenses of the Company covered by net income, were all factored into the consideration of both going concern and viability of the Company.
Compliance with s1158 Corporation tax Act 2000 (Investment trust status) and other taxation issues impacting on the Company	The Committee reviews the Company Secretary's procedures for ensuring compliance with relevant regulations, including maintenance of investment trust status and regularly seeks confirmation of compliance with the relevant regulations. A separate accounting firm, Grant Thornton, is appointed to oversee and advise on tax matters impacting on the Company.

Key Features

Audit and Risk Committee Report (continued)

Financial statements

The production and the audit of the Company's Annual Report and Financial Statements is a comprehensive process requiring input from a number of different contributors. One of the main governance requirements of the Company's Annual Report and Financial Statements is that they are fair, balanced and understandable. The Board has requested that the Committee advise on whether it considers that the Annual Report and Financial Statements fulfil these requirements, and that the Committee has given consideration to the following:

• a) the comprehensive reviews that are undertaken at different levels in the production process of the Annual Report and Financial Statements, by the Investment Manager, Company Secretary and Auditor and the Committee that aim to ensure consistency and overall balance; and
• b) the controls that are in place at the Investment Manager and third-party service providers to ensure the completeness and accuracy of the Company's financial records and the security of the Company's assets.

As a result of the work performed, the Committee has concluded that the Annual Report and Financial Statements for the year ended 31 March 2025, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, position, business model and strategy as applied in the preceding year and has reported on these findings to the Board. The Board's conclusions in this respect are set out in the Statement of Directors' Responsibilities on page 47.

Climate change

The Committee has considered the impact of climate change insofar as it is reasonably able to do so, particularly in the context of the climate-related risks. These considerations did not have a material impact on the financial reporting judgements and estimates in the current year, nor were they expected to have a significant impact on the Company's going concern or viability.

Audit appointment and tenure

The Company's current auditor, BDO LLP, have acted in this role since their appointment in July 2020, following a formal tender process. As described below, the Committee reviews the performance of the auditor annually, taking into consideration the services and

advice provided to the Company and the fees charged for these services. The audit partner is required to be rotated at least every five years. Chris Meyrick has performed this role since November 2022. Based on existing regulation the audit must be put out to tender at least every ten years. The Company confirms that it complied with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 during the financial year ended 31 March 2025.

Policy on non-audit services

The Company operates on the basis whereby the provision of non-audit services by the auditor is permissible where no conflict of interest arises, where the independence of the auditor is not likely to be impinged on by undertaking the work and the quality and objectivity of both the non-audit work and audit work will not be compromised. There was no nonaudit work carried out during the year by BDO LLP, nor since its appointment in 2020. Taxation services for the Company are provided by a separate accounting firm, Grant Thornton.

Audit plan and fees

The Committee considered the plan and scope of the audit, the principal risks that BDO LLP would address, the timetable and proposed fees. The audit fee of £54,800 for the current year's audit, an increase from £48,000 the previous year, both figures excluding VAT, was approved by the Committee. This year's audit fee includes an additional one-off audit fee of £5,000 for the change of administrator, which is the estimated amount for system transitioning testing. There has been a trend for increased audit fees throughout the accounting industry, particularly for listed companies, including investment companies. It is expected that the Company will be impacted by this but that the fees remain competitive for what is being provided and for the circumstances of the Company and the Committee will endeavour to ensure that value is provided for fees rendered.

Representatives of BDO attend the Committee and subcommittee meetings at which the draft Annual Report and Financial Statements are reviewed and are given the opportunity to speak to the Committee members without the presence of the representatives of the Investment Manager or the Company Secretary.

Audit and Risk Committee Report (continued)

Assessment of the efficacy of the external audit process

The Committee has adopted a framework in its review of the effectiveness of the external audit process and audit quality. This includes a review of the following areas:

• a) the quality of the audit engagement partner and the audit team;
• b) the expertise of the audit firm and the resources available to it;
• c) planning, scope and execution of the audit, including identification of areas of audit risk;
• d) consideration of the appropriateness of the level of audit materiality adopted;
• e) role of the Board, Company Secretary, and thirdparty service providers in an effective audit process;
• f) communications by the auditor with the Committee;
• g) how the auditor supports the work of the Committee and contributes added value; and
• h) a review of independence and objectivity of the audit firm.

Following the completion of the external audit each year, the Committee reviews the effectiveness of the external audit process against these criteria and is satisfied that audit quality continues to be sufficient to allow the Company to meet its obligations, and to gain value from the services provided. The Committee is satisfied that the external audit was carried out effectively and recommends the re-appointment of BDO as the Company's auditor for the forthcoming financial year and the authorisation of the Directors to determine their remuneration for the year. The Committee continues to believe that there is no requirement for an interim review by the audit firm of the Company's interim accounts.

Internal audit function

Systems are in operation to safeguard the Company's assets and shareholders' investments, to maintain proper accounting records and to ensure that financial information used within the business, or published, is reliable. Being an investment company with no employees, all executive activities are delegated to service providers, principally among them, the Investment Manager and the Administrator. The Board places reliance on the Company's framework of internal controls and the Committee's view on reporting received from the Investment Manager and the Administrator. The Board has therefore concluded that it is not necessary for the Company to have its own internal audit function.

As noted in the Chairman's Statement, following a review of the Company's service providers the Board appointed Frostrow Capital LLP and JP Morgan Securities to provide company secretarial and administration and DCP services respectively in place of Juniper Partners. These new providers commenced provision of the services on 1 July 2024.

In addition, it was agreed that the Company would benefit from enhanced investor relations and marketing services which will be provided by CGAM under the existing investment management and AIFM service arrangements. Together these new and revised service arrangements has resulted in an increase to the Company's costs and OCR.

Committee evaluation

The Board conducts a formal annual review of the Committee's effectiveness, using an evaluation questionnaire. The outcome was positive with no concerns expressed.

2025-2026 action plan

During the year to 31 March 2026, the Committee will continue to examine changes to the regulatory, governance and economic environment, and the risks and opportunities so presented. The annual report and financial statements and the half yearly statement will occupy much of the Committee time, as will examining the resilience of the Company's operations, the internal controls of its agents and the integrity of financial records and external financial reporting. Risks will continue to be monitored, particularly the impact of increasing inflation and geopolitical risks, whether current or emerging.

Ravi Anand

Chairman of the Audit and Risk Committee

28 May 2025

Directors' Responsibilities Statement

in Respect of the Annual Report and the Financial Statements

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law) and applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the net return of the Company for that year. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
• prepare a directors' report, a strategic report and directors' remuneration report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.

The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

The Annual Report and Financial Statements are published on the Company's website which is maintained by the Investment Manager. The Investment Manager is responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Declaration

Each of the Directors, whose names and functions are listed in the Governance Report, confirms that, to the best of his or her knowledge:

• the Company's Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102, and applicable law), give a true and fair view of the assets, liabilities, financial position and net return of the Company; and
• the Board's Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

For and on behalf of the Board

Jean Matterson Chairman

28 May 2025

Strategic Report

Governance Report

Independent Auditor's Report

to the members of Capital Gearing Trust P.l.c.

Opinion on the financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its profit for the year then ended;
• have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Capital Gearing Trust P.l.c. (the 'Company') for the year ended 31 March 2025 which comprise the Income Statement, Statement of Changes in Equity, Statement of Financial Position, Cash Flow Statement and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the Audit and Risk Committee.

Independence

Following the recommendation of the audit committee, we were appointed by shareholders on 3 July 2020 to audit the financial statements for the year ended 5 April 2021 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is five years, covering the years ended 5 April 2021 to 31 March 2025. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

• Evaluating the appropriateness of the Directors' method of assessing the going concern in light of economic and market conditions by reviewing the information used by the Directors in completing their assessment;
• Assessing the appropriateness of the Directors' assumptions and judgements made in their revenue forecast including consideration of the available cash resources relative to forecast expenditure and commitments;
• Assessing the liquidity position available to meet the future obligations and operating expenses for a period of 12 months from the date of approval of these financial statements;
• Assessing the appropriateness of the Directors' assumptions and judgements made in their base case and stress tested forecasts including consideration of the available cash resources relative to forecast expenditure and commitments; and
• Checking the accuracy of historical forecasting by agreeing to actual results.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

to the members of Capital Gearing Trust P.l.c.

Overview

Key audit matters	Valuation and ownership of investments.	2025 4	2024 4
Materiality	Company financial statements as a whole:
	£8.8m (2024: £10.6m) based on 1% (2024: 1%) of total equity shareholders' funds.

An overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter		How the scope of our audit addressed the key audit matter
Valuation and ownership of investments	The investment portfolio at the year-end comprised of investments held at fair value through profit or loss.	We responded to this matter by testing the valuation and ownership of the quoted portfolio of investments. We performed the following procedures:
(Notes 8 and 15 to the financial statements)	We considered there to be a risk of error that the prices used for the investments held by the Company are not reflective of fair value. The is also a risk that errors made in the recording of investment holdings result in the financial statements not appropriately reflecting investments owned by the Company. We considered the valuation and ownership of investments to be the most significant audit area as the investments represent the most significant balance in the financial statements and underpin the principal activity of the Company. For these reasons and the materiality of the balance in relation to the financial statements as a whole, we considered this to be a key audit matter.	■ Confirmed the year-end bid price was used by agreeing to externally quoted prices; Obtained direct confirmation of the investment ■ holdings from the custodian regarding all investments held at the balance sheet date; and Recalculated the valuation by multiplying the ■ holdings per the statement obtained from the custodian by the price per share obtained from independent third party sources. Key observations: Based on our procedures performed we did not identify any matters to suggest the valuation or ownership of the quoted investments was not appropriate.

Shareholder Information

to the members of Capital Gearing Trust P.l.c.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

	Company financial statements
	2025	2024
	£m	£m
Materiality	8.8	10.6
Basis for determining materiality	1% of Total equity shareholders' funds.
Rationale for the benchmark applied	As an investment trust, the total equity shareholders' funds is the key measure of performance for users of the financial statements.
Performance materiality	6.6	7.9
Basis for determining performance materiality	75% of materiality.	75% of materiality.
Rationale for the percentage applied for performance materiality	The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year.	The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £177,000 (2024: £212,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

to the members of Capital Gearing Trust P.l.c.

Corporate governance statement

The UK Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.

Going concern and longer-term viability	The Directors' statement with regards to the appropriateness of adopting the going ■ concern basis of accounting and any material uncertainties identified set out on page 24; and
	The Directors' explanation as to their assessment of the Company's prospects, the ■ period this assessment covers and why the period is appropriate set out on page 25.
Other Code provisions	Directors' statement on fair, balanced and understandable set out on page 47; ■
	Board's confirmation that it has carried out a robust assessment of the emerging ■ and principal risks set out on page 22;
	■ The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 37; and
	The section describing the work of the Audit and Risk Committee set out on page 43. ■

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below:

Strategic report and Directors' report	In our opinion, based on the work undertaken in the course of the audit:
	the information given in the Strategic report and the Directors' report for the ■ financial year for which the financial statements are prepared is consistent with the financial statements; and
	the Strategic report and the Directors' report have been prepared in accordance with ■ applicable legal requirements.
	In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors' report.
Directors' remuneration	In our opinion, the part of the Directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement	In our opinion, based on the work undertaken in the course of the audit the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the 'FCA Rules'), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in this information.

to the members of Capital Gearing Trust P.l.c.

Corporate governance statement	In our opinion, based on the work undertaken in the course of the audit information about the Company's corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Company.
Matters on which we are required to report by exception	We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
	adequate accounting records have not been kept, or returns adequate for our audit ■ have not been received from branches not visited by us; or
	the financial statements and the part of the Directors' remuneration report to be ■ audited are not in agreement with the accounting records and returns; or
	■ certain disclosures of Directors' remuneration specified by law are not made; or
	we have not received all the information and explanations we require for our audit. ■

Responsibilities of Directors

As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

• Our understanding of the Company and the industry in which it operates;
• Discussion with the Investment Manager and Administrator and those charged with governance; and
• Obtaining an understanding of the Company's policies and procedures regarding compliance with laws and regulations.

Independent Auditor's Report (continued)

to the members of Capital Gearing Trust P.l.c.

We considered the significant laws and regulations to be Companies Act 2006, the FCA listing and DTR rules, the principles of the AIC Code of Corporate Governance, industry practice represented by the AIC SORP, the applicable accounting framework, and qualification as an Investment Trust under UK tax legislation as any noncompliance of this would lead to the Company losing various deductions and exemptions from corporation tax.

Our procedures in respect of the above included:

• Agreement of the financial statement disclosures to underlying supporting documentation;
• Enquiries of management and those charged with governance relating to the existence of any noncompliance with laws and regulations;
• Reviewing minutes of meeting of those charged with governance throughout the period for instances of non-compliance with laws and regulations; and
• Reviewing the calculation in relation to Investment Trust compliance to check that the Company was meeting its requirements to retain their Investment Trust Status.

Fraud

We assessed the susceptibility of the financial statement to material misstatement including fraud.

Our risk assessment procedures included:

• Enquiry with the Investment Manager, the Administrator and those charged with governance regarding any known or suspected instances of fraud;
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.

Based on our risk assessment, we considered the areas most susceptible to be management override of controls.

Our procedures in respect of the above included:

• In addressing the risk of management override of control, we:
  • Performed a review of estimates and judgements applied by management in the financial statements to assess their appropriateness and the existence of any systematic bias;
  • Considered the opportunity and incentive to manipulate accounting entries and tested

relevant adjustments made in the period end financial reporting process;

• Reviewed for significant transactions outside the normal course of business; and
• Performed a review of unadjusted audit differences, if any, for indicators of bias or deliberate misstatement.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Chris Meyrick (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor Edinburgh, UK

28 May 2025

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Income Statement

for the year ended 31 March 2025

			Year ended 31 March 2025		Year ended 31 March 2024
	Note	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Net gains/(losses) on investments	8	–	13,059	13,059	–	(3,113)	(3,113)
Net gains on currency swap contracts		–	1,354	1,354	–	–	–
Net currency gains/(losses)		–	51	51	–	(109)	(109)
Investment income	2	26,694	–	26,694	25,145	–	25,145
Other income	2	339	–	339	400	–	400
Gross return		27,033	14,464	41,497	25,545	(3,222)	22,323
Investment management fee	3	(3,950)	–	(3,950)	(4,298)	–	(4,298)
Other expenses	4	(1,513)	–	(1,513)	(1,070)	–	(1,070)
Net return before tax		21,570	14,464	36,034	20,177	(3,222)	16,955
Tax	5	(43)	–	(43)	(3,220)	–	(3,220)
Net return attributable to equity shareholders		21,527	14,464	35,991	16,957	(3,222)	13,735
Net return per Ordinary share	7	107.54p	72.26p	179.85p	69.74p	(13.25)p	56.49p

The total column of this statement represents the income statement of the Company. The revenue return and capital return columns are supplementary to this and are prepared under guidance issued by the Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations.

There are no gains or losses other than those recognised in the income statement and therefore no statement of comprehensive income has been presented.

The notes on pages 58 to 72 form an integral part of these financial statements.

Statement of Changes in Equity

for the year ended 31 March 2025

	Note	Called-up share capital £'000	Share premium account £'000	Capital redemption reserve £'000	Special reserve(1) £'000	Realised capital reserve(1) £'000	Unrealised capital reserve(1) £'000	Revenue reserve(1) £'000	Total equity share holders' funds £'000
Opening balance at 1 April 2023		6,645	1,101,753	16	–	140,426	(7,973)	18,852	1,259,719
Net return for the year		–	–	–	–	(1,980)	(1,242)	16,957	13,735
Cancellation of share premium account	12	–	(1,101,753)	–	1,101,753	–	–	–	–
Shares bought back into treasury	11	–	–	–	(64,350)	(130,776)	–	–	(195,126)
Dividends paid	6	–	–	–	–	–	–	(18,155)	(18,155)
Closing balance at 31 March 2024		6,645	–	16	1,037,403	7,670	(9,215)	17,654	1,060,173
Opening balance at 1 April 2024		6,645	–	16	1,037,403	7,670	(9,215)	17,654	1,060,173
Net return for the year		–	–	–	–	21,205	(6,741)	21,527	35,991
Shares bought back into treasury	11	–	–	–	(194,541)	–	–	–	(194,541)
Dividends paid	6	–	–	–	–	–	–	(16,598)	(16,598)
Closing balance at 31 March 2025		6,645	–	16	842,862	28,875	(15,956)	22,583	885,025

(1) These reserves are available for distribution (except for the unrealised gains on Level 3 investments detailed in Note 15).

The notes on pages 58 to 72 form an integral part of these financial statements.

Key Features

Statement of Financial Position

as at 31 March 2025

	31 March 2025	31 March 2024
Note	£'000	£'000
Fixed assets
Investments held at fair value through profit or loss 8	860,407	1,053,792
Current assets
Debtors 9	8,379	4,500
Cash at bank	42,859	11,643
	51,238	16,143
Creditors: amounts falling due within one year 10	(26,620)	(9,762)
Net current assets	24,618	6,381
Total assets less current liabilities	885,025	1,060,173
Capital and reserves
Called-up share capital 11	6,645	6,645
Capital redemption reserve	16	16
Special reserve 12	842,862	1,037,403
Capital reserve	12,919	(1,545)
Revenue reserve	22,583	17,654
Total equity shareholders' funds	885,025	1,060,173
Net asset value per Ordinary share 13	4,924.8p	4,810.5p

The financial statements on pages 54 to 57 were approved by the Board on 28 May 2025 and signed on its behalf by:

Jean Matterson

Chairman

The notes on pages 58 to 72 form an integral part of these financial statements.

Cash Flow Statement

for the year ended 31 March 2025

	Year ended 31 March	Year ended 31 March
Note	2025 £'000	2024 £'000
Net cash inflow from operating activities 14	10,740	10,612
Payments to acquire investments	(1,072,259)	(809,667)
Receipts from sale of investments	1,307,502	1,006,421
Settlement on currency swap contracts	(1,577)	–
Net cash inflow from investing activities	233,666	196,754
Equity dividends paid 6	(16,598)	(18,155)
Repurchase of Ordinary shares	(196,592)	(191,334)
Net cash outflow from financing activities	(213,190)	(209,489)
Increase/(decrease) in cash and cash equivalents	31,216	(2,123)
Cash and cash equivalents at start of year	11,643	13,766
Cash and cash equivalents at end of year	42,859	11,643

The notes on pages 58 to 72 form an integral part of these financial statements.

Notes to the Financial Statements

1 Significant accounting policies

The current reporting year is 1 April 2024 to 31 March 2025. The comparative information is for the period 1 April 2023 to 31 March 2024.

a) Basis of accounting

Capital Gearing Trust P.l.c. is a public company limited by shares, incorporated and domiciled in Northern Ireland and carries on business as an investment trust.

The accounts are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice (Accounting Standards 'UK GAAP') including Financial Reporting Standard (FRS) 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'SORP') issued by the Association of Investment Companies ('AIC') in 2022. All of the Company's operations are of a continuing nature.

The accounts have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of investments held at fair value through profit or loss. A robust assessment of going concern by the Audit and Risk Committee is set out in the Board's Strategic Report and can be found on page 24. In concluding on going concern basis, the Directors have taken into account the liquidity of the portfolio, forecasts and obligations under the DCP.

The principal accounting policies are set out below. These policies have been applied consistently throughout the current year and prior period.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

There are no critical accounting estimates or judgements.

b) Valuation of investments

The Company has elected to adopt Sections 11 and 12 of FRS 102 in respect of investments and other financial instruments. The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis in accordance with a documented investment strategy

and information is provided internally on that basis to the Board. Accordingly, upon initial recognition the investments are designated by the Company as "held at fair value through profit or loss". Investments are included initially at fair value which is taken to be their cost, including expenses incidental to purchase. Subsequently the investments are valued at fair value, which are quoted bid prices for investments traded in active markets. Where trading in the securities of an investee company is suspended, the investment is valued at the Board's estimate of its fair value following a detailed review and appropriate challenge of the valuations proposed by the Investment Manager. The Investment Manager applies techniques consistent with the International Private Equity and Venture Capital Valuation Guidelines 2018 ('IPEV') (as detailed in Note 15). The investments are valued according to a three monthly cycle of measurement dates, or where there is an indication of a change in fair value as defined in the IPEV guidelines.

All purchases and sales are accounted for on a trade date basis.

c) Accounting for reserves

Gains and losses on sales of investments and any other capital charges are included in the Income Statement and dealt with in the capital reserve. Increases and decreases in the valuation of investments held at the year-end and foreign exchange gains and losses on cash balances held at the year-end are also included in the Income Statement and dealt with in the capital reserve. The cost of repurchasing the Company's own shares for cancellation including the related stamp duty and transaction costs is charged to the distributable element of the capital reserve. The costs relating to the issue of new Ordinary shares are charged to the share premium account.

d) Dividends

In accordance with FRS 102 the final dividend is included in the financial statements in the year that it is approved by shareholders.

e) Income

Dividends receivable on listed equity shares are recognised on the ex-dividend date as a revenue return, and the return on zero dividend preference shares is recognised as a capital return.

Dividends receivable on equity shares where no ex-dividend date is quoted are recognised when the Company's right to receive payment is established.

Key Features

Strategic Report

Governance Report

Notes to the Financial Statements (continued)

1 Significant accounting policies (continued)

Special dividends receivable are taken to capital where relevant circumstances indicate that the dividends are capital in nature.

Income from fixed-interest securities is recognised as revenue on a time apportionment basis so as to reflect their effective yield.

Income from securities where the return is linked to an inflation index is accrued as earned and is included in the income column of the Income Statement. In accordance with the Company's commercial objective and as permitted by the AIC SORP, the movement in capital value is recognised in the capital column of the Income Statement. The amount recognised as a capital return on index-linked securities in the year is disclosed in Note 8 – Investments held at fair value through profit or loss.

f) Expenses

All expenses are charged to revenue and include, where applicable, value added tax ('VAT'). All expenses are accounted for on an accruals basis.

g) Taxation policy

Current tax payable is based on the taxable profit for the year. Deferred taxation is provided using the liability method on all timing differences, calculated at the rate at which it is anticipated the timing differences will reverse. Owing to the Company's status as an investment trust, and the intention to continue to meet the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation of investments.

h) Other debtors and creditors

Other debtors and creditors do not carry any interest, are short-term in nature and initially recognised at fair value and then held at amortised cost, with debtors reduced by appropriate allowances for estimated irrecoverable amounts.

Cash at bank and in hand may comprise cash and demand deposits which are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value.

i) Foreign currency

The results and financial position of the Company are expressed in pounds sterling, which is the functional and presentational currency of the Company. The Directors, having regard to the currency of the Company's share capital and the predominant currency in which the Company operates, have determined the functional currency to be sterling.

Transactions denominated in foreign currencies are recorded in the functional currency at actual exchange rates as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end are reported at the rates of exchange prevailing at the year-end.

j) Reserves

The following are accounted for in the capital reserve:

• gains and losses on the realisation of investments;
• increases and decreases in the valuation of investments held at the year-end;
• realised foreign currency differences of a capital nature; and
• unrealised foreign currency differences of a capital nature.

Other reserves:

• The share premium account includes the premium above nominal value from proceeds on issue of any equity share capital comprising Ordinary shares of 25p each and is not distributable.
• The revenue reserve reflects all the income and costs which are recognised in the revenue column of the income statement and is distributable.
• The special reserve results from the shareholder and court approved cancellation of the share premium account, is distributable and will be applied for share buy backs.
• The capital redemption reserve arises from the buy back and cancellation of shares and is not distributable.

k) Repurchases of shares into treasury and subsequent re-issue

The proceeds from issuing Ordinary shares less issue costs are taken to equity and the costs of repurchasing Ordinary shares, including related stamp duty and transaction costs, are taken directly to equity and reported through the Statement of Changes in Equity, with the cost of repurchase being charged to a distributable reserve. Share issues and repurchase transactions are accounted for on a trade-date basis. The nominal value of Ordinary share capital repurchased and cancelled is transferred out of called-up share capital and into the capital redemption reserve, in accordance with section 733 of the Companies Act 2006.

1 Significant accounting policies (continued)

Where shares are repurchased and held in treasury, the transfer to the capital redemption reserve is made if and when such shares are subsequently cancelled.

The sales proceeds of treasury shares re-issued are treated as a realised profit up to the amount of the purchase price of those shares and is transferred to capital reserves. The excess of the sales proceeds over the purchase price is transferred to 'share premium'.

l) Derivative financial instruments

Derivative instruments are prohibited for the purpose of investment under the Company's Investment Policy, but with the Board's prior approval, can be used to hedge certain market risk exposures such as foreign currency risk.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the Income Statement and entirely recognised as capital.

2 Investment income

	2025 £'000	2024 £'000
Income from Investments:
Income from overseas equity and non-equity investments	6,531	318
Income from UK equity and non-equity investments	6,200	9,435
Interest from conventional UK bonds	5,423	8,813
Interest from index-linked overseas bonds	4,759	2,160
Interest from index-linked UK bonds	2,688	1,159
Interest from conventional overseas bonds	1,093	3,260
Total income from investments	26,694	25,145
	2025 £'000	2024 £'000
Total income comprises:
Interest from bonds	13,963	15,392
Dividends	11,266	7,460
Property income and interest distributions	1,465	2,293
Deposit interest	339	400
	27,033	25,545
	2025 £'000	2024 £'000
Income from investments comprises:
UK	14,311	19,407
Overseas	12,383	5,738
	26,694	25,145

3 Investment management fee

	2025 £'000	2024 £'000
Investment management fee	3,950	4,298

The Company's Investment Manager CG Asset Management Limited received an annual management fee equal to 0.60% of the net assets of the Company up to £120m, 0.45% on net assets above £120m to £500m and 0.30% thereafter (2024: the same basis). At 31 March 2025 £307,000 (31 March 2024: £1,028,000) was payable. The terms of the investment management agreement are detailed on pages 28 and 29.

4 Other expenses

	2025 £'000	2024 £'000
Company secretarial and administration services(1)	571	259
Directors' remuneration (refer to Directors' Remuneration Report)	197	169
Depositary fees	96	115
Stock Exchange and FCA fees	110	106
Custody services	65	56
Registrar fees	48	50
Fees payable to the Company's auditor for the audit of Company financial statements(2)	82	48
General expenses	344	267
	1,513	1,070

(1) Frostrow Capital LLP was appointed as the Company Secretary and Administrator effective from 1 July 2024. The expenses balance for the year to 31 March 2024 in part reflects the waiver of certain elements of the previous Company Secretary and Administrator's fees in recognition of the service disruption experienced during 2024.

(2) Audit fees for the year include additional charges of £27,000 relating to additional costs incurred in respect of the prior year audit. These costs were invoiced and recognized in the current year, resulting in an increase in the total audit fees compared to the prior year. The current year charge also includes a £5,000 one-off charge for additional audit procedures performed in relation to the change in the Company's Administrator to Frostrow Capital LLP.

The above expenses exclude VAT where appropriate. Irrecoverable VAT is included within general expenses.

5 Taxation

	2025		2024
	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Current tax:
Overseas withholding tax	43	–	43	41	–	41
Corporation tax	–	–	–	3,179	–	3,179
Current tax charge	43	–	43	3,220	–	3,220

Notice of AGM

5 Taxation (continued)

The tax assessed for the year is lower (2024: lower) than the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

	2025		2024
	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Net return before tax	21,570	14,464	36,034	20,177	(3,222)	16,955
Return at the standard rate of UK corporation tax	5,393	3,616	9,009	5,044	(806)	4,238
Adjusted for the effects of:
Non-taxable UK franked dividends	(2,537)	–	(2,537)	(1,865)	–	(1,865)
Non-taxable capital returns(1)	–	(3,616)	(3,352)	–	806	806
Tax impact on dividends designated as interest distribution	(2,856)	–	(2,856)	–	–	–
Irrecoverable overseas withholding tax	43	–	43	41	–	41
Current tax charge	43	–	43	3,220	–	3,220

(1) The Company is an Investment Trust as defined by section 1158 of the Corporation Tax Act 2010 and capital gains are not subject to UK corporation tax. The Company has no unrelieved management expenses, a UK corporation tax charge of £nil is payable in respect of the year ended 31 March 2025 (year to 31 March 2024: £3,179,000).

6 Dividends

	2025 £'000	2024 £'000
Ordinary shares
2023 dividend paid 10 July 2023 (60p per share)	–	15,577
2023 special dividend paid 23 February 2024 (11p per share)	–	2,578
2024 dividend paid 5 July 2024 (78p per share)	16,598	–
	16,598	18,155

The 2024 dividends were paid on 4 July 2024 to shareholders on the register on 7 June 2024 when there were 21,257,727 Ordinary shares in issue.

The 2023 dividends were paid on 10 July 2023 to shareholders on the register on 2 June 2023 when there were 25,916,313 Ordinary shares in issue and on 23 February 2024 to shareholders on the register on 2 February 2024 when there were 23,419,137 Ordinary shares in issue. Although the special dividend was paid in respect of the Company's financial year ended 31 March 2023, for shareholders' own tax purposes the dividend was received during the tax year ended 5 April 2024.

The Directors have recommended to shareholders a final dividend of 102p per share, comprising 66p in interest distribution and 36p in ordinary equity dividends for the year ended 31 March 2025. If approved, this dividend will be paid to shareholders on 8 July 2025. This dividend is subject to approval by shareholders at the AGM and, therefore, in accordance with FRS 102, it has not been included as a liability in these financial statements. The total estimated dividend to be paid, based on the number of shares in issue at 31 March 2025, is £18,330,000. However the actual amount of the dividend to be paid will be based on the number of shares in issue on 6 June 2025, the dividend record date.

	2025 £'000	2024 £'000
Revenue available for distribution by way of dividend for the year	21,527	16,957
Proposed final dividend of 102p for the year ended 31 March 2025 (2024: 78p)	(18,330)	(18,155)
Surplus/(deficit) available to carry forward	3,197	(1,198)

7 Net return per Ordinary share

The net return per Ordinary share of 179.85p (2024: 56.49p) is based on the total net gains for the financial year of £35,991,000 (2024: net gains of £13,735,000) and on 20,011,591 (2024: 24,313,730) Ordinary shares, being the weighted average number of Ordinary shares in issue in each period.

Notes to the Financial Statements (continued)

Revenue return per Ordinary share of 107.54p (2024: 69.74p) is based on the net revenue income for the financial year of £21,527,000 (2024: £16,957,000) and on 20,011,591 (2024: 24,313,370) Ordinary shares, being the weighted average number of Ordinary shares in issue in each period.

Capital return per Ordinary share of 72.26p (2024: capital loss of 13.25p) is based on the net capital gains for the financial year of £14,464,000 (2024: net capital loss of £3,222,000) and on 20,011,591 (2024: 24,313,730 ) Ordinary shares, being the weighted average number of Ordinary shares in issue in each period.

The Company does not have dilutive securities. Therefore the basic and diluted returns per share are the same.

8 Investments held at fair value through profit or loss

	2025 £'000	2024 £'000
Listed investment companies:
Ordinary shares UK	175,044	190,070
Ordinary shares overseas	35,647	13,633
Zero dividend preference shares UK	5,411	18,462
UK government bonds	91,684	348,068
UK non-government bonds	88,832	80,299
Overseas government bonds	418,034	269,836
Overseas non-government bonds	5,973	25,654
Exchange traded funds	39,782	107,770
	860,407	1,053,792
Opening cost of investments	1,063,115	1,259,886
Unrealised (depreciation)/appreciation	(9,323)	(8,085)
Opening fair value of investments	1,053,792	1,251,801
Additions at cost	1,092,046	802,856
Effective yield adjustment(1)	8,689	6,150
Sales proceeds	(1,307,179)	(1,003,902)
Gains/(losses) on investments	13,059	(3,113)
Closing fair value of investments	860,407	1,053,792
Closing book cost of investments	879,297	1,063,115
Unrealised losses	(18,890)	(9,323)
	860,407	1,053,792
Realised gains/(losses) on disposals	22,626	(1,875)
Increase in cumulative unrealised losses	(9,567)	(1,238)
Net gains/(losses) on investments	13,059	(3,113)

The Company received proceeds of £1,307,179,000 (2024: £1,003,902,000) from investments sold in the year. The book cost of these investments was £1,284,553,000 (2024: £1,005,777,000).

The total amount recognised as a capital return on index-linked securities in the year was £5,575,000 (2024: £4,686,000).

⁽¹⁾ The effective yield adjustment is in relation to conventional fixed interest and index-linked securities. The accounting treatment for income on securities held is set out in Note 1(e) on pages 58 and 59.

8 Investments held at fair value through profit or loss (continued)

The geographical spread of investments is shown on page 10.

The total transaction costs on additions were £393,000 (2024: £390,000) and on sales were £98,000 (2024: £59,000). These costs are included in the book cost of acquisitions and the net proceeds of sales.

9 Debtors

	2025 £'000	2024 £'000
Due from brokers	1,818	2,141
Receivable from currency swap contracts	2,931	–
Accrued interest	1,803	1,855
Dividends receivable	1,002	397
Prepayments and other debtors	91	89
Corporation tax refund	734	18
	8,379	4,500

10 Creditors: amounts falling due within one year

	2025 £'000	2024 £'000
Due to brokers	24,382	4,595
Repurchase of Ordinary shares into treasury	1,770	3,768
Accruals	451	1,231
Corporation tax	–	141
Other creditors	17	27
	26,620	9,762

11 Called-up share capital

	2025		2024
	Number of shares	£'000	Number of shares	£'000
Ordinary share of 25p
Ordinary shares in issue at beginning of year	22,038,727	5,510	26,258,763	6,565
Ordinary shares bought back into Treasury during year	(4,067,965)	(1,017)	(4,220,036)	(1,055)
Ordinary shares in issue at end of year	17,970,762	4,493	22,038,727	5,510
Treasury shares (Ordinary shares of 25p)
Treasury shares in issue at beginning of year	4,541,536	1,135	321,500	80
Ordinary shares bought back into Treasury during year	4,067,965	1,017	4,220,036	1,055
Treasury shares in issue at end of year	8,609,501	2,152	4,541,536	1,135
Total Ordinary shares in issue and in treasury at end of year	26,580,263	6,645	26,580,263	6,645

Governance Report

Notice of AGM

Notes to the Financial Statements (continued)

11 Called-up share capital (continued)

During the years to 31 March 2025 and 31 March 2024, the Company issued no new Ordinary shares and no Ordinary shares were sold from Treasury.

During the year to 31 March 2025, 4,067,965 (2024: 4,220,036) Ordinary shares were repurchased by the Company at an average price of 4,746.7p per share for a total cost of £194,541,000 (2024: at an average price of 4,585.2p per share for a total cost of £195,126,000). All shares were bought back at a discount to NAV. No shares were purchased for cancellation during the year (2024: nil) and at the year-end 8,609,501 shares were held in treasury (2024: 4,541,536).

12 Share premium account and special reserve

On 22 January 2024 the High Court of Justice in Northern Ireland (the 'Court') approved the cancellation of the Company's share premium account and the crediting of an equivalent amount to the Company's distributable reserves. The Order of the Court approving the cancellation became effective on 7 February 2024 when it was registered with the Registrar of Companies in Northern Ireland and this special distributable reserve was therefore established from that date.

The cost of share buybacks undertaken by the Company have been recognised through this reserve since 7 February 2024.

13 Net asset value per Ordinary share

The net asset value per Ordinary share and the net asset value attributable to the Ordinary shares at the year-end, calculated in accordance with the Articles, were as follows:

Net asset value per Ordinary share attributable to

	2025	2024
Ordinary shares	4,924.8p	4,810.5p
Net assets attributable to
	2025 £'000	2024 £'000

Net asset value per Ordinary share is based on the net assets, as shown above, and on 22,038,727 (2024: 26,258,763) Ordinary shares, being the number of Ordinary shares in issue at the year-end, but excluding shares held in Treasury.

Ordinary shares 885,025 1,060,173

14 Reconciliation of net return on ordinary activities before tax to net cash inflow from operating activities

	2025 £'000	2024 £'000
Net return on ordinary activities before tax	36,034	16,955
Capital (gains)/losses before tax	(14,464)	3,222
Gains/(losses) on foreign currency transactions	51	(109)
Increase in prepayments	(2)	(16)
(Decrease)/increase in accruals	(737)	18
Decrease in recoverable tax	–	4
Increase in dividends receivable	(605)	(165)
Decrease/(increase) in accrued interest and effective interest income adjustments	(8,637)	(5,213)
Overseas withholding tax paid	(43)	(41)
UK Corporation tax paid	(857)	(4,043)
Net cash inflow from operating activities	10,740	10,612

During the year, the Company received dividend income of £9,045,000 (2024: £9,588,000) and interest income of £7,006,000 (2024: £10,579,000) in cash.

15 Financial instruments

The Company has the following financial instruments:

	2025 £'000	2024 £'000
Financial assets at fair value through profit or loss
– Investments held at fair value through profit and loss	860,407	1,053,792
– Currency swap contracts	2,931	–
Financial assets that are measured at amortised cost
– Cash at bank	42,859	11,643
– Due from brokers	1,886	2,146
– Accrued interest and dividends receivable	2,805	2,252
	910,888	1,069,833
	2025 £'000	2024 £'000
Financial liabilities measured at amortised cost
– Due to brokers	24,399	8,363
– Accruals	2,221	1,231

The Company's financial instruments comprise:

■ investment company ordinary shares, zero dividend preference shares, exchange traded funds and fixed and index-linked securities that are held in accordance with the Company's investment objective;

26,620 9,594

• cash and liquid resources that arise directly from the Company's operations; and
• debtors and creditors.

Financial Statements

Notice of AGM

Notes to the Financial Statements (continued)

15 Financial instruments (continued)

The main risks arising from the Company's financial instruments are market risk, interest rate risk, foreign currency risk and credit risk. The Board regularly reviews and monitors the management of each of these risks and they are summarised below.

Other debtors and creditors do not carry any interest and are short-term in nature and accordingly are stated at their nominal value.

Market risk

Market risk arises mainly from uncertainty about the future prices of financial instruments held. It represents the potential loss the Company might suffer through holding market positions in the face of price movements.

The Company invests in the shares of other investment companies. These companies may use borrowings or other means to gear their balance sheets which may result in returns that are more volatile than the markets in which they invest, and the market value of investment company shares may not reflect their underlying assets.

To mitigate these risks, the Investment Manager's investment strategy is to select investments for their fundamental value. Stock selection is therefore based on disciplined financial, market and sector analysis, with the emphasis on long-term investments. An appropriate spread of investments is held in the portfolio in order to reduce both the systemic risk and the risk arising from factors specific to a country or sector. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly to consider investment strategy. A list of the largest investments held by the Company is shown on pages 11 and 12. All investments are stated at bid value, which in the Directors' opinion is equal to fair value.

Price risk sensitivity

The following table illustrates the sensitivity of the net return after taxation for the year and the net assets to an increase or decrease of 10% (2024: 10%) in market prices. This level of change is considered to be reasonably possible based on an observation of current market conditions. The sensitivity analysis is based on the Company's investments at the Statement of Financial Position date with all other variables held constant.

	2025		2024
	10% increase in market prices £'000	10% decrease in market prices £'000	10% increase in market prices £'000	10% decrease in market prices £'000
Income Statement – net return after tax
Revenue return	(296)	296	(322)	322
Capital return	86,041	(86,041)	105,379	(105,379)
Total return after taxation	85,745	(85,745)	105,057	(105,057)
Change to net assets attributable to shareholders	85,745	(85,745)	105,057	(105,057)

Interest rate risk

Bond and preference share yields, and as a consequence their prices, are determined by market perception as to the appropriate level of yields given the economic background. Key determinants include economic growth prospects, inflation, the Government's fiscal position, short-term interest rates and international market comparisons. The Investment Manager takes all these factors into account when making any investment decisions as well as considering the financial standing of the potential investee company.

Returns from bonds and preference shares are fixed at the time of purchase, as the fixed coupon payments are known, as are the final redemption proceeds. This means that if a bond is held until its redemption date, the total return achieved is unaltered from its purchase date. However, over the life of a bond the market price at any given time will depend on the market environment at that time. Therefore, a bond sold before its redemption date is likely to have a price different from its purchase level and a profit or loss may be incurred.

15 Financial instruments (continued)

Interest rate changes affect the income the Company generates from its financial assets with floating rates, and the fair value of the interest bearing assets in the Company's portfolio. The following table illustrates the sensitivity of the net returns and the net assets to an increase or decrease of 1% (2024: 1%) in regard to the Company's monetary financial assets and financial liabilities. The financial assets affected by interest rates comprise cash at bank , conventional and index-linked bonds as well as corporate debt instruments. There are no financial liabilities affected by interest rates. This level of change is considered to be reasonably possible based on an observation of current market conditions. The sensitivity analysis is based on the Company's monetary financial instruments at the Statement of Financial Position date with all other variables held constant.

	2025		2024
	1% increase in interest rates £'000	1% decrease in interest rates £'000	1% increase in interest rates £'000	1% decrease in interest rates £'000
Income Statement – net revenue return	429	(429)	87	(87)
Income Statement - net capital return	(54,955)	54,240	(31,231)	35,421
Change to net assets attributable to shareholders	(54,526)	53,811	(31,144)	35,334

The interest rate profile of the Company's assets at 31 March 2025 was as follows:

	Total (as per Statement of Financial Position) £'000	Floating rate £'000	Index linked £'000	Other fixed rate £'000	Assets/ (liabilities) on which no interest is paid £'000	Weighted average interest rate %	Weighted average period for which rate is fixed (years)
Assets
Investment trusts and other funds	255,883	–	–	–	255,883	–	–
UK index-linked government bonds	75,829	–	75,829	–	–	0.40	10.24
UK index-linked non-government bonds	23,095	–	23,095	–	–	1.03	4.58
UK government bonds	15,855	–	–	–	15,855	–	–
UK non-government bonds	65,737	–	–	65,737	–	4.26	5.15
Overseas index-linked government bonds	258,992	–	258,992	–	–	0.51	7.13
Overseas index-linked non-government bonds	456	–	456	–	–	3.05	0.39
Overseas government bonds	159,043	–	–	159,043	–	0.54	0.77
Overseas non-government bonds	5,517	–	–	5,517	–	6.22	4.34
Invested funds	860,407	–	358,372	230,297	271,738	–	–
Cash at bank	42,859	42,859	–	–	–	–	–
Other debtors	8,379	–	–	–	8,379	–	–
Liabilities
Creditors	(26,620)	–	–	–	(26,620)	–	–
Total net assets	885,025	–	358,372	230,297	253,497

Notice of AGM

Shareholder Information

15 Financial instruments (continued)

The interest rate profile of the Company's assets at 31 March 2024 was as follows:

	Total (as per Statement of Financial Position) £'000	Floating rate £'000	Index linked £'000	Other fixed rate £'000	Assets/ (liabilities) on which no interest is paid £'000	Weighted average interest rate %	Weighted average period for which rate is fixed (years)
Assets
Investment trusts and other funds	329,935	–	–	–	329,935	–	–
UK index-linked government bonds	238,005	–	238,005	–	–	0.13	6.57
UK index-linked non-government bonds	19,531	–	19,531	–	–	2.20	5.25
UK government bonds	110,063	–	–	–	110,063	–	–
UK non-government bonds	60,768	–	–	60,768	–	5.29	10.49
Overseas index-linked government bonds	229,446	–	229,446	–	–	0.76	9.49
Overseas index-linked non-government bonds	3,863	–	3,863	–	–	3.31	6.63
Overseas government bonds	40,390	–	–	2,617	37,773	–	0.07
Overseas non-government bonds	21,791	–	–	21,791	–	7.51	4.84
Invested funds	1,053,792	–	490,845	85,176	477,771
Cash at bank	11,643	11,643	–	–	–	–	–
Other debtors	4,500	–	–	–	4,500	–	–
Liabilities
Creditors	(9,762)	–	–	–	(9,762)	–	–
Total net assets	1,060,173	11,643	490,845	85,176	472,509

Fair value of financial assets and liabilities

Financial Reporting Standard 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1: valued using unadjusted quoted prices in active markets for identical assets.

Level 2: valued using observable inputs other than quoted prices included within Level 1.

Level 3: valued using inputs that are unobservable and are valued by the Directors using International Private Equity and Venture Capital Valuation ('IPEV') guidelines, such as earnings multiples, recent transactions and net assets, which equate to their fair values.

The Company's assets are measured at fair value through profit or loss. The fair value of financial instruments traded in active markets is based on quoted market prices at the Statement of Financial Position date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.

15 Financial instruments (continued)

The financial assets and liabilities measured at fair value in the Balance Sheet are grouped into the fair value hierarchy at 31 March 2025 and 2024 as follows:

Financial assets at fair value through profit or loss	2025				2024 (restated)
	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Quoted securities	844,854	14,990	–	859,844	1,027,027	24,344	–	1,051,371
Currency swap contracts	–	2,931	–	2,931	–	–	–	–
Delisted equities	–	–	563	563	–	–	2,421	2,421
Net fair value	844,854	17,921	563	863,338	1,027,027	24,344	2,421	1,053,792

Quoted securities included in fair value Level 1 are actively traded on recognised stock exchanges and the fair value of these investments has been determined by reference to their quoted bid prices at the reporting date.

Quoted securities included in fair value Level 2 relate to some corporate bond holdings in the Company's portfolio, which are also traded on recognised stock exchanges but the fair value of these investments has been determined by reference to prices indicated by a group contributing brokers at the reporting date.

The Company determined that its corporate bond holdings with a total fair value of £24,344,000 as at 31 March 2024 should be disclosed as Level 2 financial assets. Therefore the comparative disclosure has been restated to that effect. This is a disclosure restatement only and does not affect the fair value of the financial assets already reported.

Delisted investments

The fair value of the Company's investments in unquoted stocks have been determined by reference to primary valuation techniques described in Note 1(b). The fair value of unquoted investments is influenced by the estimates, assumptions and judgements made in the valuation process, including probability of future cash flows, discounts to net asset values, and recent transaction price.

During the year to 31 March 2025, four assets (Catco Reinsurance Opportunities Funds C shares, Catco Reinsurance Opportunities Funds, NB Global Monthly Income, NB Private Equity Partners ZDP 2024, Premier Miton UK Microcap) were moved from Level 1 to Level 3 as they delisted. During the year to 31 March 2024, three assets (Secured Income Fund, Ediston Property Investment Company, and Troy Income & Growth Trust) were moved from Level 1 to Level 3 as they delisted.

A reconciliation of fair value measurements in Level 3 is set out in the following table:

	2025 Total £'000	2024 Total £'000
Opening balance	2,421	624
Purchases	–	–
Sales	(8,569)	(3,971)
Transfers	7,451	5,697
Total gains/(losses) on investments in the Income Statement:
on assets sold	38	1
on assets held at the end of the year	(778)	70
Closing balance	563	2,421

Notice of AGM

Shareholder Information

Notes to the Financial Statements (continued)

15 Financial instruments (continued)

Foreign currency risk

The Company's investments in foreign currency securities are subject to the risk of currency fluctuations. The Investment Manager monitors current and forward exchange rate movements in order to mitigate this risk. The Company's investments denominated in foreign currencies are:

	2025			2024
	Cash and Investments £'000	Currency Swap Contracts(1)	Accrued interest £'000	Cash and Investments £'000	Currency Swap Contracts(1)	Accrued interest £'000
Canadian Dollar	5	–	–	5,036	–	38
Euro	9,506	–	–	23,390	–	6
US Dollar	276,824	(93,824)	378	233,582	–	482
Swedish Krona	11,993	–	39	43,352	–	94
Norwegian Krone	–	–	–	4,679	–	13
Australian Dollar	3,679	–	13	3,639	–	13
Japanese Yen	185,830	(137,165)	89	54,745	–	1
	487,837	(230,989)	519	368,423	–	647

(1) Based on notional amounts of the currency swap contracts. The contracts were entered into for the purpose of fully hedge the FX exposures on certain US and Japanese government bond investments. Notional exposure on local currency basis are Japanese Yen 25,750,000,000 and US Dollar 104,517,000. As at 31 March 2025, the contracts in receivable position amount to £4,455,000 and contracts in payable position amount to £1,524,000. Overall the Company is in a net receivable position of £2,931,000.

Foreign currency sensitivity

The following table illustrates the sensitivity of the net return after taxation for the year and the net assets to an increase or decrease of 10% in the rates of exchange of foreign currencies relative to Sterling. This level of change is considered to be reasonably possible based on an observation of current market conditions. The sensitivity analysis is based on the Company's foreign currency investments at the Statement of Financial Position date with all other variables held constant.

	2025		2024
	10% appreciation of Sterling £'000	10% depreciation of Sterling £'000	10% appreciation of Sterling £'000	10% depreciation of Sterling £'000
Income statement – net return after taxation
Revenue return	(929)	929	(430)	430
Capital return	(48,367)	48,367	(36,842)	36,842
Total return after taxation	(49,296)	49,296	(37,272)	37,272
Net assets attributable to shareholders	(49,296)	49,296	(37,272)	37,272

Liquidity risk

Liquidity risk is not considered to be significant as the Company has no bank loans or other borrowings and the majority of the Company's assets are investments in quoted securities which are readily realisable. All liabilities are payable within three months.

15 Financial instruments (continued)

Credit risk

In addition to interest rate risk, the Company's investment in bonds, the majority of which are government bonds, is also exposed to credit risk which reflects the ability of a borrower to meet its obligations. Generally, the higher the quality of the issue, the lower the interest rate at which the issuer can borrow money. Issuers of a lower quality will tend to have to pay more to borrow money to compensate the lender for the extra risk taken. As at 31 March 2025, 68% (2024: 69%) of the portfolio was held in fixed income instruments. Of these, 56% (2024: 59%) was in government bonds issued by governments which are rated AA or better. The Investment Manager judges these to have very low credit risk given that each of the issuers are monetarily sovereign, that is to say they borrow in their own currency. Of the 11% (2024: 10%) of the portfolio that was held in corporate debt, the majority is investment grade and relatively short duration. Cash balances of 5% (2024: 1%) were held with Northern Trust which has a short-term credit rating of A-1 with Standard & Poor's. Investment transactions are carried out with a number of brokers whose standing is reviewed periodically by the Investment Manager. The Investment Manager assesses the risk associated with these investments by prior financial analysis of the issuing companies as part of his normal scrutiny of existing and prospective investments and reports regularly to the Board. Cash is held with a reputable bank with a highquality external credit rating.

A further credit risk is the failure of a counterparty to a transaction to discharge its obligations under that transaction, which could result in a loss to the Company. The following table shows the maximum credit risk exposure.

Credit risk exposure

Compared to the Statement of Financial Position, the maximum credit risk exposure is:

	2025		2024
	Statement of Financial Position £'000	Maximum exposure £'000	Statement of Financial Position £'000	Maximum exposure £'000
Fixed assets – investments at fair value through profit and loss	860,407	604,522	1,053,792	723,856
Debtors – amounts due from brokers, dividends and interest receivable	4,623	4,623	4,393	4,393
Cash at bank	42,859	42,859	11,643	11,643
	907,889	652,004	1,069,828	739,892

Capital management policies and procedures

The Company's capital management objectives are to ensure that it will be able to continue as a going concern and to maximise the total return to its equity shareholders. The Company's capital comprises its equity share capital and reserves. The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis. Further details can be found in the Strategic Report.

16 Related party transactions

With the exception of the management fee (as disclosed on page 28), and the Directors' fees and shareholdings (as disclosed in the Directors Remuneration Report on pages 39 and 40), there have been no related party transactions in the year ended 31 March 2025.

17 Company information

Capital Gearing Trust P.l.c. is a closed-ended investment company, registered in Northern Ireland No NI005574, with its Ordinary shares listed on the London Stock Exchange. The address of the registered office is Murray House, Murray Street, Belfast BT1 6DN.

Alternative Performance Measures (unaudited)

The Alternative Performance Measures ('APMs') detailed below are used by the Board to assess the Company's performance against a range of criteria and are viewed as particularly relevant to an investment trust. Other terms detailed below are for reference.

NAV Total Return	Net asset value total return measures the increase or decrease in net asset value per share plus the dividends paid in the year, which are assumed to be reinvested at the NAV at the time that the shares are quoted ex-dividend.
			2025	2024
	Opening NAV per share	A	4,810.5p	4,797.3p
	Closing NAV per share	B	4,924.8p	4,810.5p
	% change in NAV	C=(B-A)/A	2.4%	0.3%
	Impact of dividend reinvested	D	1.7%	1.5%
	NAV total return	E=C+D	4.1%	1.8%
	Opening share price Closing share price	A B	4,695.0p 4,785.0p	4,730.0p 4,695.0p
			2025	2024
	% change in share price	C=(B-A)/A	1.9%	(0.7%)
	Impact of dividend reinvested	D	1.7%	1.5%
	Share price total return	E=C+D	3.6%	0.8%
Discount/Premium to NAV	The amount by which the share price is higher/lower than the net asset value per share, expressed as a percentage of the net asset value per share.
			2025	2024
	NAV per share	A	4,924.8p	4,810.5p
	Share price	B	4,785.0p	4,695.0p

Alternative Performance Measures (unaudited) (continued)

Ongoing Charges The Company publishes its ongoing charges ('ongoing charges ratio' or 'OCR') on two bases, the first excluding and the second including fees of collective funds invested in by the Company. The management fee and all other administrative expenses expressed as a percentage of the average daily net assets during the year.

The following calculation shows the ongoing charges ratio excluding the costs suffered within underlying investee funds:

		2025 £'000	2024 £'000
Investment Management fee	3,950	4,298
Other expenses		1,513	1,070
Fixed element of DCP fee		–	19
Ongoing charges	A	5,463	5,387
Average net assets during the year	B	972,994	1,146,003
Ongoing charges ratio excluding costs of underlying funds	C=A/B	0.56%	0.47%

Notice of Annual General Meeting

Key Features

NOTICE IS HEREBY GIVEN THAT the sixty-second Annual General Meeting of the Company will be held at the Numis Auditorium, 45 Gresham Street, London EC2V 7BF on Thursday, 3 July 2025 at 11.30 a.m. for the following purposes:

Ordinary business

To consider, and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:

• 1. To receive and adopt the audited financial statements for the year ended 31 March 2025 together with the reports of the Directors and auditor thereon.
• 1. To approve the Directors' Remuneration Report for the year ended 31 March 2025.
• 1. To approve the Directors' Remuneration Policy Report.
• 1. To declare a final dividend for the year ended 31 March 2025 of 102p per Ordinary share, comprising 66p in interest distribution and 36p in ordinary equity dividends.
• 1. To re-appoint Ravi Anand as a Director.
• 1. To re-appoint Wendy Colquhoun as a Director.
• 1. To appoint Karl Sternberg as a Director.
• 1. To re-appoint Paul Yates as a Director.
• 1. To appoint Theo Zemek as a Director.
• 1. To re-appoint BDO LLP as auditor of the Company.
• 1. To authorise the Directors to determine the remuneration of the auditor.

Special business

To consider and, if thought fit, pass the following resolutions, of which resolutions 12 and 13 will be proposed as ordinary resolutions and resolutions 14 to 16 will be proposed as special resolutions:

Ordinary resolutions

Aggregate Directors' remuneration

1. To increase the aggregate limit on Directors' remuneration from £230,000 to £250,000 per annum.

Directors' authority to allot shares

1. THAT the Directors be generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the 'Act'), to exercise all powers of the Company to allot relevant securities (within the

meaning of section 551 of the Act) up to a maximum aggregate nominal value of £1,466,512 (being one third of the issued share capital of the Company as at 27 May 2025 (excluding treasury shares), being the latest practicable date prior to the publication of this Notice, and representing 5,866,051 Ordinary shares of 25 pence each), provided that such authority shall expire at the conclusion of the AGM of the Company to be held in 2026, unless previously revoked, varied or renewed by the Company in general meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired.

Special resolutions

Directors' authority to disapply pre-emption rights

• 1. THAT the Directors be and are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred on them by resolution 13 above or otherwise as if section 561 of the Act did not apply to any such allotment, and to sell relevant equity securities (within the meaning of section 560 of the Act) if, immediately before the sale, such equity securities were held by the Company as treasury shares (as defined in section 724 of the Act ('treasury shares')), for cash as if section 561 of the Act did not apply to any such sale, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares, in connection with and pursuant to:
  2. a) an offer of equity securities open for acceptance for a period fixed by the Board where the equity securities respectively attributable to the interests of holders of Ordinary shares of 25 pence each in the Company (the 'Ordinary shares') are proportionate (as nearly as may be) to the respective numbers of Ordinary shares held by them but subject to such exclusions or other arrangements in connection with the issue as the Board may consider necessary, appropriate or expedient to deal with equity securities representing fractional entitlements or to deal with legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange, or any other matter whatsoever; and

Notice of Annual General Meeting (continued)

b) otherwise than pursuant to sub-paragraph a) above, up to an aggregate nominal value of £1,329,013 or, if less, the number representing 20% of the issued share capital of the Company at the date of the meeting at which this resolution is proposed, such power to expire at the conclusion of the AGM of the Company to be held in 2026, unless previously renewed, varied or revoked by the Company in general meeting and provided that the Company shall be entitled to make, prior to the expiry of such power, an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Board may allot equity securities or sell treasury shares pursuant to such offer or agreement as if the power conferred hereby had not expired.

Authority to make market purchases of the Company's own shares

• 1. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693 of the Act) of Ordinary shares of 25 pence each in the Company (the "Ordinary shares"), provided that:
  2. a) the maximum aggregate number of Ordinary shares to be purchased shall be 2,637,963 or, if less, the number representing 14.99% of the issued share capital of the Company (excluding treasury shares) at the date of the meeting at which this resolution is proposed;
  3. b) the minimum price, excluding expenses, which may be paid for an Ordinary share shall be 25 pence;
  4. c) the maximum price, excluding expenses, which may be paid for an Ordinary share shall be an amount equal to the higher of:
• (i) 105% of the average of the middle market quotations for an Ordinary share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which such purchase is made; and
• (ii) the higher of the last independent trade and the highest current independent bid relating to an Ordinary share on the trading venue where the purchase is carried out;
• d) the authority hereby conferred shall expire at the conclusion of the AGM of the Company to be held in 2026 unless such authority is renewed prior to such time; and
• e) the Company may enter into a contract to purchase Ordinary shares under this authority prior to the expiry of such authority which will or may be completed or executed wholly or partly after the expiration of such authority, and may make a purchase of shares pursuant to any such contract.

Notice of general meetings

1. THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board

Frostrow Capital LLP Company Secretary

Registered Office: Carson McDowell LLP Murray House Murray Street Belfast BT1 6DN

28 May 2025

Location of Annual General Meeting

Numis Auditorium 45 Gresham Street London EC2V 7BF at 11.30 a.m. on Thursday, 3 July 2025

If you are unable to attend in person, you can watch a recording of the Manager's presentation on the Company's website shortly after the AGM.

Shareholders are encouraged to vote in favour of the resolutions to be proposed at the AGM by form of proxy. If shares are not held directly (including through any platform) shareholders are encouraged to arrange for their nominee to vote on their behalf.

Notice of AGM

Notice of Annual General Meeting (continued)

Notes

1. Members are entitled to attend, speak and vote at the AGM. A member entitled to attend, speak and vote at the AGM is also entitled to appoint one or more proxies to attend, speak and vote instead of him/her. The proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to different shares.

To have the right to vote at the AGM (and also for the purposes of calculating how many votes a member may cast on a poll) shareholders must be registered in the Register of Members of the Company no later than 6.30 p.m. on the day which is two days (excluding non-working days) before the day of the AGM or any adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the meeting.

• 1. A form of proxy is enclosed with this notice, together with a pre-paid reply envelope. Completion and return of such form of proxy either by post or through www.investorcentre.co.uk/eproxy or submission of any CREST Proxy Instruction (as described in note 7 below) will not prevent a member from subsequently attending the AGM and voting in person if they so wish.
• 1. To be valid any form of proxy or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed, or certified copy thereof, must be received by post or (during normal business hours only) by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or through www.investorcentre.co.uk/eproxy or no later than 48 hours (excluding non-working days) before the time of the meeting or any adjourned meeting.
• 1. A person who is not a member of the Company, but has been nominated by a member of the Company (the "relevant member") under section 146 of the Companies Act 2006 to enjoy information rights (the "nominated person"), does not have a right to appoint any proxies under note 1 above. A nominated person may have a right under an agreement with the relevant member to be appointed or to have somebody else appointed as a proxy for the AGM. If a nominated person does not have such a right, or has such a right and does not wish to exercise it, he/she may have a right under an agreement with the relevant member to give instructions as to the exercise of voting rights. It is important to remember that a nominated person's main contact in terms of their investment remains as the relevant member (or perhaps the custodian or broker who administers the investment) and a nominated person should continue to contact them (and not the Company) regarding any changes or queries relating to their personal details and holding (including any administration thereof). The only exception to this is where the Company writes to a nominated person directly for a response.
• 1. In the case of joint holders the vote of the senior who tenders the vote shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual (available via www.euroclear.com).

The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID: 3RA50) by the latest time(s) for receipt of proxy appointments specified in the notice of AGM. For this purpose, the time of the receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

• 1. Any member attending the AGM has the right to ask questions. Shareholders are also invited to submit their questions to the Board in advance and the answers to these questions will be posted on our website after the AGM. Please submit questions to the Board using the email address company.secretary@capitalgearingtrust.com.
• 1. Resolutions 1 to 13 are proposed as ordinary resolutions which, to be passed, require more than half of the votes cast to be in favour of the resolution. Resolutions 14 to 16 are proposed as special resolutions which, to be passed, require at least three-quarters of the votes cast to be in favour of the resolution.
• 1. As at 27 May 2025 (being the last practicable date prior to the publication of this document) the total number of Ordinary shares of 25p each in issue with voting rights attached was 17,598,153.
• 1. Biographical details of the Directors seeking appointment and re-appointment can be found on pages 26 and 27.
• 1. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.capitalgearingtrust.com.
• 1. The members of the Company may require the Company (without payment) to publish, on the website, a statement (which is also to be passed to the Auditor) setting out any matter relating to the audit of the Company's accounts, including the Auditor's report and the conduct of the audit. The Company will be required to do so once it has received such requests from either members representing at least 5% of the total voting rights of the Company or at least 100 members who have a relevant right to vote and hold shares in the Company on which there has been paid up an average sum per member of at least £100. Such requests must be made in writing and must state the member's full name and address and be sent to the registered address of the Company.

Shareholder Information

Financial Reporting	Copies of the Company's Annual and Half-Year Reports may be obtained from the Company Secretary and electronic copies can be accessed on the Company's website www.capitalgearingtrust.com.
Contacting the Board	Any shareholders wishing to communicate directly with the Board should do so via the Company Secretary.
Capital Gains Tax	As at 31 March 1982 the adjusted value for capital gains tax purposes of the 25p Ordinary shares was 21.25p.
Frequency of NAV Publication	Daily
Share Price	The Company's share price can be found on the London Stock Exchange website by using the Company's TIDM code 'CGT' within the price search facility. The share price is also available on the Company's website.
How to Invest		Via your bank, stockbroker, execution only platforms or financial advisor.
ISA	The Company manages its affairs to be a fully qualifying investment trust under the individual savings account ('ISA') rules.
Sources of Further Information	Company's website AIC	www.capitalgearingtrust.com www.theaic.co.uk
		For registrar queries contact Computershare on 0370 873 5864.
Share Identification Codes	SEDOL: ISIN: BLOOMBERG: TIDM: FT: LEI:	0173861 GB0001738615 CGT:LN CGT CGT:LSE 213800T2PJTPVF1UGW53
Nominee Share Code	The Company will arrange for copies of shareholder documents to be made available on request to interested parties and operators of nominee accounts.
Substantial Shareholdings	The Disclosure Guidance and Transparency Rules require shareholders of the Company to simultaneously inform the Company and the Financial Conduct Authority (the 'FCA') of changes to major holdings in the Company's shares within two trading days of the change. For further information, please visit the FCA's website: https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/ shareholding-notification-disclosure.
Disability Act	Access for the hard of hearing to the services of the registrar to the Company, Computershare Investor Services PLC, is provided by their contact centre's text phone service on 0370 702 0005. Alternatively, if you prefer to go through a 'typetalk' operator (provided by the RNID) you should dial 18001 followed by the number you wish to dial.
Data Protection	The Company is committed to ensuring the privacy of any personal data provided to us. Further details of the Company's privacy policy can be found on the Company's website www.capitalgearingtrust.com.
Key Information Document		In line with the European regulations for packaged investment products, which came into force in January 2018, a key information document ('KID') has been produced for the Company by its AIFM and is available on the Company's website. The KID, which is not the responsibility of the Company, is produced in a prescribed form, with little scope for deviation. Investor's should note that the procedures for calculating risks, costs and potential returns contained in the KID are prescribed by law. These may not reflect the expected returns for the Company and anticipated returns cannot be guaranteed. The costs disclosed in the KID include transaction charges and look through costs, being the operating costs of investee funds, in addition to the ongoing charges of the Company.

Notice of AGM

Shareholder Information (continued)

Non-Mainstream Pooled Investment Rules

The Company's shares are 'excluded securities' for the purposes of the rules relating to non-mainstream pooled investment products. This means they can be recommended by independent financial advisors to their ordinary retail clients, subject to normal suitability requirements.

Alternative Investment Fund Managers Directive ('AIFMD')

The Company is an Alternative Investment Fund ('AIF') as defined by the AIFMD and CG Asset Management is the Company's Alternative Investment Fund Manager ('AIFM'). CG Asset Management is authorised as a Full Scope UK AIFM.

Although the investment policy of the Company permits gearing, including the use of derivatives, the Board has no current intention to employ gearing.

In accordance with the AIFMD, information in relation to the Company's leverage and the remuneration of the Company's AIFM, CG Asset Management, is required to be made available to investors. In accordance with the Directive, the AIFM's remuneration policy and the numerical remuneration disclosures in respect of the AIFM's relevant reporting period (year ending 30 April 2024) are available from CG Asset Management on request.

Leverage, for the purposes of the AIFM Directive, is any method which increases the company's exposure to stockmarkets whether through borrowings, derivatives, or any other means. It is expressed as a ratio of the Company's exposure to its NAV. In summary, the gross method measures the Company's exposure before applying hedging or netting arrangements. The commitment method allows certain hedging or netting arrangements to be offset. As at 31 March 2025 and 2024, the Company had no hedging or netting arrangements. The Company's maximum and actual leverage levels at 31 March 2025 are shown below:

	Gross Method	Commitment Method
Maximum limit	200%	200%
Actual	100%	100%

The investor disclosure document and all additional periodic disclosures required in accordance with the requirements of the FCA Rules implementing the AIFMD in the UK are made available on the Company's website: (www.capitalgearingtrust.com).

Shareholder Analysis

Beneficial owner analysis

	31 March 2025	31 March 2024
	% of	% of
	Issued	Issued
	share	share
	capital	capital
Platforms/Execution only brokers	38.7	41.1
Wealth management	15.9	14.1
Private client stockbrokers	18.3	15.7
Private client fund management	4.3	5.9
Asset managers	4.1	4.8
Private investors	4.0	3.2
Other(1)	14.7	15.2
	100.0	100.0

Source: RD:IR

(1) which includes pension funds, insurance corporations and non-financial corporations.

Historic Data

to 31 March, with exception of data from 2015 to 2021 which are to 5 April

Key Data

Year	Total Net Assets (£m)	Market Capitalisation (£m)	Shares in issue (with voting rights)	NAV per Share (pence)	Share Price (pence)	Discount/ premium to NAV	Ongoing Charges Ratio
2025	885.0	859.9	17,970,762	4,924.8	4,785.0	-2.8%	0.56%
2024	1,060.2	1,034.7	22,038,727	4,810.5	4,695.0	-2.4%	0.47%
2023	1,259.7	1,242.0	26,258,763	4,797.3	4,730.0	-1.4%	0.46%
2022	1,049.8	1,073.8	20,891,975	5,025.1	5,140.0	2.3%	0.52%
2021	634.0	651.3	13,813,113	4,590.2	4,715.0	2.7%	0.58%
2020	470.1	482.2	11,509,263	4,084.2	4,190.0	2.6%	0.65%
2019	321.9	328.9	7,886,589	4,082.0	4,170.0	2.2%	0.70%
2018	219.5	225.3	5,762,919	3,809.0	3,910.0	2.6%	0.77%
2017	169.5	172.4	4,453,174	3,805.0	3,870.5	1.7%	0.89%
2016	107.9	109.1	3,191,062	3,382.0	3,420.0	1.1%	1.04%
2015	96.5	97.1	2,926,906	3,297.6	3,316.5	0.6%	0.96%

Year	Earnings per Share (pence)	Total Dividend per Share (pence)	Share Price Total Return	NAV Total Return	UK Retail Price Index (at 31 March)	UK Consumer Price Index (at 31 March)
2025	112.85	102	3.6%	4.1%	2.6%	3.2%
2024	69.74	78	0.8%	1.8%	4.3%	3.2%
2023	70.67	71(1)	-7.1%	-3.6%	13.4%	10.1%
2022	56.81	46	10.0%	10.5%	9.0%	7.0%
2021	51.04	45	13.6%	13.9%	1,5%	0.7%
2020	59.12	42	1.3%	0.8%	2.6%	1.5%
2019	51.12	35	7.4%	7.9%	2.4%	1.9%
2018	37.04	27	1.5%	0.0%	3.3%	2.5%
2017	18.26	20	13.8%	13.4%	3.1%	2.3%
2016	16.91	20	3.7%	3.4%	1.6%	0.5%
2015	26.82	20	-0.7%	5.6%	0.8%	0.0%

(1) Includes additional special dividend of 11p paid in February 2024 in respect of the financial year ending 31 March 2023.

Historic Data (continued)

Allocation of portfolio

Year	Index-Linked Government Bonds	Conventional Government Bonds	Preference Shares/ Corporate Debt	Funds/ Equities	Cash	Gold
2025	37.1%	19.4%	11.1%	26.5%	4.7%	1.2%
2024	43.9%	14.1%	11.7%	28.2%	1.1%	1.0%
2023	46.1%	12.3%	13.6%	25.9%	1.1%	1.0%
2022	35.0%	3.9%	10.9%	44.1%	4.8%	1.3%
2021	29.9%	6.2%	10.3%	46.0%	5.8%	1.8%
2020	25.1%	18.8%	14.0%	34.1%	6.9%	1.1%
2019	33.0%	10.3%	17.6%	35.2%	2.9%	1.0%
2018	37.9%	1.1%	17.3%	36.9%	5.8%	1.0%

NAV performance 1982 to 2025

Based on the Company's NAV per Ordinary share, the graph below illustrates the total return to investors in the Company since 1982, compared with the Retail Price Index ('RPI'). Each measure is rebased to 100 in 1982.

(1) Source: CG Asset Management Limited. Whilst Investment performance is reviewed by the Board against CPI, CPI has only been in existence since 1996, hence for the purpose of this graph RPI is shown as the comparator.

Glossary of Terms and Definitions

Alternative Performance Measures	Alternative performance measures are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company's applicable financial framework includes UK GAAP, including FRS 102, and the AIC SORP. Further information is provided above. These numerical measures are used by the Board to assess the Company's performance against a range of criteria and are viewed as particularly relevant for an investment company.
DCP	A discount and premium control policy ('DCP') that seeks to ensure that the Company's shares trade at close to net asset value, in normal market conditions, through a combination of share buy-backs and share issues. The DCP creates liquidity in the shares and should reduce premium/discount volatility.
Drawdown	A maximum drawdown is the maximum observed negative period of return from a peak to a trough, as measured at month end NAV. Maximum drawdown is an indicator of downside risk that can be used to assess the relative riskiness of one portfolio relative to another.
Dry Powder	Highly liquid assets such as cash, Treasury Bills and short term credit holdings that are readily available for investment opportunities.
ETF	An exchange-traded fund ('ETF') is a type of pooled investment security that operates similarly to a mutual fund. Typically, ETFs will track a particular index, sector, commodity, or other asset, but unlike mutual funds, ETFs can be purchased or sold on a stock exchange the same way that a regular listed stock can. The price of an ETF's shares will change throughout the trading day reflecting the underlying value of the security.
Market Capitalisation	The value of the Company's total market value of its shares and is calculated by multiplying the total number of shares in issue with the current share price.
Net Asset Value ('NAV')	The value of total assets less liabilities. To calculate the net asset value per share the net asset value is divided by the number of shares in issue.
Ongoing Charges	The Company publishes its ongoing charges ('ongoing charges ratio' or 'OCR') on two bases, the first excluding and the second including fees of collective funds invested in by the Company. The management fee and all other administrative expenses are expressed as a percentage of the average daily net assets during the year.
Premium/Discount to NAV	The amount by which the share price is higher/lower than the net asset value per share, expressed as a percentage of the net asset value per share.
Risk Assets	Risk assets are any assets that carry an element of risk above high quality credit. The term generally refers to any financial security or instrument, such as equities (including investment trusts), commodities, high-yield bonds, and other financial products that are likely to fluctuate in price.
Total Return	Net asset value/share price total return measures the increase or decrease in net asset value per share/share price plus the dividends paid in the period, which are assumed to be reinvested at the time that the share price is quoted ex-dividend either in the net asset value or share price of the Company.
Treasury shares	Shares that have been repurchased by the Company but not cancelled. These shares are held in a treasury account and remain part of the Company's share capital but do not carry any rights to receive dividends or vote at general meetings.

Corporate Information

Investment Manager and AIFM

CG Asset Management Limited ('CGAM') 20 King Street London EC2V 8EG Telephone: 020 3906 1633

As at 31 March 2025, CGAM had total funds under management of £2.6 billion.

Depositary, Custodian and Banker

Northern Trust Investor Services Limited 50 Bank Street Canary Wharf London E14 5NT

Company Secretary and Administrator

Frostrow Capital LLP 25 Southampton Buildings London WC2A 1AL E-mail: info@frostrow.com Telephone: 0203 008 4910

Registered Office

Carson McDowell LLP Murray House Murray Street Belfast BT1 6DN

Registered Number

NI005574

AIC

Association of Investment Companies www.theaic.co.uk

Registrar

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE Telephone: 0370 873 5864

Independent Auditor

BDO LLP City Point 65 Haymarket Terrace Edinburgh EH12 5HD

Corporate Stockbroker

JP Morgan Cazenove 25 Bank Street Canary Wharf London E14 5JP

Beware of Share Fraud

In recent years there has been an increase in the number of sophisticated but fraudulent financial scams. This is often by a phone call or email which can originate from outside UK. Shareholders may receive unsolicited phone calls or correspondence concerning investment matters that imply a connection to the Company. These are typically from overseas 'brokers' who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares.

Shareholders may also be advised that there is an imminent offer for the Company, and the caller may offer to buy shares at significantly above the market price if an administration fee is paid. This is known as 'boiler room fraud'. Please note that it is very unlikely that either the Company, or the Company's Registrar, would make unsolicited telephone calls to Shareholders and never in respect of 'investor advice'.

If you are contacted, we recommend that you do not respond with any personal information, including access to financial information or bank accounts. If you are in any doubt you should seek financial advice before taking any action. You can find more information about investment scams at the Financial Conduct Authority (FCA) website: www.fca.org.uk/consumer/protect-yourself-scams. You can also call the FCA Consumer Helpline on 0800 111 6768.

There has also been an increase in imposter websites and internet scams. Investors should take care to discriminate between legitimate corporate websites and those that might try to represent corporates, where an objective of the scam would be to data capture private investor information or encourage investors to provide banking information.

Shareholder Updates

If you wish to register for email alerts using the QR code below, you will receive regular updates regarding the publication of the monthly factsheet, quarterly reports, podcasts and an alert regarding the AGM and other shareholder meetings, encouraging you to vote.

Scan the QR code to register for email alerts regarding Company updates:

Capital Gearing Trust P.l.c. Carson McDowell LLP

Murray House Murray Street Belfast BT1 6DN

www.capitalgearingtrust.com

86 Capital Gearing Trust P.l.c. Annual Report and Financial Statements 2025