Tel: 020 7606 5451 | www.lawdebenture.com
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Law Debenture Corporation p.l.c.
2025
The Law Debenture Corporation p.l.c. Annual Report 2025
Law Debenture is an investment trust and leading
provider of independent professional services. Founded
in 1889 we have been listed on the London Stock
Exchange for 136 years.
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lawdebenture.com
Cover image: Courtesy of Mike Ironside ‘City of evolution’ – LawDeb Lens 2026
AT A GLANCE
1
Contents
FINANCIAL STATEMENTS
Independent auditor’s report 112 - 121
Consolidated statement of profit or loss 123
Consolidated statement of comprehensive income 123
Statement of financial position 124
Consolidated statement of changes in equity 125
Statement of changes in equity 126
Cash flow statement 127
Notes to the accounts 128 - 165
CORPORATE INFORMATION
Alternative performance measures 167 - 170
Company advisers and information 172
Financial calendar 173
Subsidiary company details 173
Notice of Annual General Meeting (‘AGM’) 174 - 175
Explanatory notes to the Notice 176 - 177
Shareholder notes 178 - 179
AGM venue 180
CORPORATE GOVERNANCE
The Board and Executive Leadership 64 - 65
Directors’ report 67 - 71
Corporate governance report 72 - 75
Nomination Committee report 76 - 78
Audit and Risk Committee report 80 - 83
Directors’ remuneration report 85 - 110
AT A GLANCE
At a glance 2
Investment proposition 3
Awards 4
LawDeb Lens 5
Financial summary and performance 6
Key statistics 7
STRATEGIC REPORT
Chairman’s statement 8 - 10
Chief Executive Officer’s review 11 - 19
IPS 5 year performance at a glance 20
Investment managers’ review 21 - 24
Portfolio by sector and value 25
Fifteen largest holdings 26 - 27
Classification of investments 28
Portfolio valuation 30 - 33
Changes in geographical distribution 33
Company overview 34 - 39
Calculation of net asset value (‘NAV’) per share 40
Long-term performance record 41
Risk management 42 - 46
Viability statement 47
Section 172(1) Statement 48 - 51
Environmental, Social and Governance (‘ESG’) 53 - 62
AT A GLANCE
2 lawdebenture.com
Portfolio
Independent Professional
Services (‘IPS’) business
84% of NAV
1
16% of NAV
1
Managed by Janus Henderson Investors
OBJECTIVE: LONG-TERM CAPITAL
GROWTH IN REAL TERMS AND STEADILY
INCREASING INCOME
• Focused on long-term returns
• Ongoing charges ratio at 0.56%
2
• Contrarian investment style:
– High quality companies with
strong competitive advantage at
attractive valuations
– Out of favour equities standing at
valuation discounts to their long-term
historical average
• Selective, bottom-up approach
• Diversified portfolio by sector
(predominant UK weighting)
PENSIONS
The longest
establishedand
one of thelargest
UK providers
ofpension
trustee
services
CORPORATE
TRUST
A leading
independent
corporate
trusteeacross
international
capitalmarkets
CORPORATE
SERVICES
Range of
outsourced
solutions to
corporates
internationally
INTERNATIONAL PRESENCE:
United Kingdom, New York, Ireland,Hong
Kong, Delaware, Cayman Islands and
Channel Islands
We believe that all divisions havepotential
for further growth in expanding markets.
Our plan to achieve this is by increasing
our market share through better leveraging
oftechnology, our strong relationships
and our brand
1 Please refer to page 40 for an explanation of net asset value with debt and IPS at fair value. The investment portfolio and IPS comprise 97% and
3% of statement of financial position net assets respectively. Please refer to Note 6.
2 Considered to be alternative performance measure and is described in more detail on page 168.
Law Debenture has a highly differentiated business model
Significant, consistent income contribution from IPS gives greater flexibility in stock selection
Before investing in an investment trust, you should satisfy yourself as to its suitability and the risks involved, you may wish to consult a
financial adviser. This is a Financial Promotion approved on 10 March 2026. Please refer to the AIFMD disclosure document or key investor
document of the AIF before making any final investment decisions. Past performance does not predict future returns. The value of an
investment and the income from it can fall as well as rise and you may not get back the amount originally invested. NAV performance
is not the same as share price performance and investors may not realise returns in line with NAV performance. Tax assumptions and
reliefs depend upon an investor’s particular circumstances and may change if those circumstances or the law change. Nothing in this
document is intended to or should be construed as advice. This document is not a recommendation to sell or purchase any investment.
It does not form part of any contract for the sale or purchase of any investment.
3
Law Debenture’s Investment Proposition
Consistent
dividend growth
47 years of increasing or
maintaining dividends
toshareholders (119.1%
increaseindividend over the
lastten years)
8.2% CAGR of dividend
overthelast 10 years
6.0% increase in 2025 DPS
(2024:4.7%)
137 years
of history
IPS enables
greater flexibility
in Portfolio
holdings
IPS accounts for 16% of the
2025 NAV but has fundedc.1/3of
dividends over the last 10 years
Portfolio differentiators:
• Ability to hold zero/low
dividendyield shares
(eg;Ceres,Flutter, M&S)
• Ability to avoid high dividend
yieldstocksin industries in
structural decline
• Ability to invest flexibly
overseas
Long-term
record
of value creation
for shareholders
Strength
and diversity
ofincome
Flexibility and valuation uplift
from IPS + consistent portfolio
outperformance
Focus on
delivering
long-term
outperformance
Outperformance of our
benchmark, the FTSE Actuaries
All-Share Index, by 77.4% over
tenyears (22.7%over five years
and 12.6% over threeyears)
Ongoing charges ratio of 0.56%
IPS has a proven
record of growth
under the
management team
IPS valuation
3
has increased
by 66.5% between 2020 and 2025
to £208.7m
1
CAGR of 10.8% in net revenue
and 6.4% in underlying PBIT
2
over the last five years
Ambition to grow profits
of IPS by mid to high single digit
percentage growth
UK weighting
(90% Portfolio)
has potential to
outperform
UK has lagged global
stockmarkets in recent years
Over 75%
4
earnings
of the FTSE 100 come from
outside the UK
Significant UK valuation
discount has attracted
M&A activity
1 Increase in total annual valuation of Independent Professional Services business, excluding net assets. For a calculation of this please refer to page 147.
2 PBIT is stated on an underlying basis in 2024. See alternative performance measures on page 169 for reconciliationto statutory PBIT and details of non-recurring
items.
3 Please refer to page 40 for an explanation of net asset value with debt and IPS at fair value. IPS valuation excludes IPS net assets.
4 Source, London Stock Exchange.
AT A GLANCE
AT A GLANCE
4 lawdebenture.com
Law Debenture: Awards
We were delighted our continued commitment to delivering peace of mind to a variety of our stakeholders was again recognised through
a series of notable award wins in 2025. At the Investment Week Investment Company of the Year Awards we were named winner of the
Shareholder Initiative category. COO Trish Houston noted that “for several years now we have been working hard to ensure our shareholders
understand the unique value our combined business brings, by improving our disclosure, participating in retail investor events and in
launching our Widening Investor Networks (‘WIN’) initiative. It is rewarding to know that our message is being heard, as we deliver peace of
mind to our Shareholders”. Having won at the AJ Bell Investment Awards in the ‘Income – Active’ category for the last three years we were
happy to win the Income Company of the Year category in 2025. CEO Denis Jackson shared “It’s brilliant to receive this recognition from
AJ Bell’s customers for another year, this time in a broader category. We are pleased that investors continue to see value in the unique and
differentiating combination of the Independent Professional Services business and equity portfolio that Law Debenture offers.” In the second
Quoted Data Awards, voted for by private investors, Law Debenture was named Best for Income. Another highlight was being named by The
Association of Investment Companies as an AIC ISA Millionaire, that is one of the investment trusts that would have made investors more
than £1 million if they had invested the full annual ISA allowance in the same trust each year, for the last 25 years.
We were proud to feature highly once again in the FTSE Women Leaders’ Review. Following the Report’s release in February 2026, which saw
LawDeb placed 2nd in the Financial Services sector and 12th overall in the FTSE 250, CEO Denis Jackson shared “I take immense pride in
knowing that for many of our colleagues, Law Debenture’s workplace represents the most diverse community in which they participate. This
is a reflection of both our values and our commitment to creating an environment where different perspectives thrive. This year’s Report is
once again encouraging in the journey towards gender balance, and shifting cultures, in UK workplaces.” Continuing to be recognised for
our success in delivering results through a diverse and inclusive workforce, Law Debenture won Most Impact at the INSEAD Alumni Balance in
Business Initiative as was included on the Roll of Honour. Turning to our IPS business, it was fantastic to win Independent Trustee Firm of the
Year at the Irish Pensions Awards, great recognition for our pensions team in Ireland as they celebrate their fifth anniversary in 2026.
AT A GLANCE
5
LawDeb Lens: Annual Amateur Photography Competition
Enjoy the LawDeb Lens 2026 shortlisted and winning photos. The theme for this year was ‘Evolution’.
Joanna Jenkins
‘Rose-Tinted’
Sarah Snow
‘Valley of Evolution’
Sara Leacroft
‘Sands of change’
Chris McComb
‘Evolution of transport’
Stuart Mason
‘Echoes of Conflict-
reclaimed by time’’
Mike Smedley,
‘Ammonite’
Richard Knight
‘Back to the Future’
Jayne Howell
‘Camel Refuelling’
Lucy Swart-Mallett
‘From pavement to plate’
Craig Campbell
‘The Kelpies Forged in Time’
Charlotte Drake
‘Stone and Steel’
Katie Overton Rothesay
‘Chaos Causes Character’
Underpinned by our corporate values of ‘better together’ and ‘never stop learning’, our events create opportunities for colleagues,
Shareholders, clients, referring partners and other stakeholders to connect, learn, share knowledge, and celebrate achievements.
We host an annual, now very well-established, events programme focused on financial education initiatives, innovation in the pensions
industry, corporate governance and more informal industry networking. One of our standout initiatives is LawDeb Lens, our annual
amateur photography competition, now in its ninth year. This competition invites all within the wider LawDeb community to showcase
their creativity around a topical theme.
Each year, we are impressed by the quality and diversity of submissions, as well as the unique and inventive ways participants interpret the
chosen theme. Throughout the Report you will see photos that have been entered into the Lens competition over the years.
The theme for 2025 was ‘Evolution’ reflecting the evolving nature of our 136-year-old business. COO Trish Houston affirms, “LawDeb
has survived, adapted, and thrived through wars, technological advancements, pandemics and countless economic and political
transformations. The only constant through it all, is change - something we embrace as we set the business up for its next 136 years!”
AT A GLANCE
6 lawdebenture.com
Financial Summary
31 December 2025
£000
31 December 2024
£000
Change
%
Net Asset Value – with debt and IPS at fair value
1
* 1,440,357 1,150,512 25.19%
Total Net Assets per the statement of financial position
~
1,202,075 931,371 29.07%
Pence Pence
NAV per share at fair value
1
* 1,081.49 872.34 23.98%
Group statutory revenue return per share
†
37.26 33.48 11.29%
Capital return per share 192.28 40.51 374.65%
Dividends per share 35.50 33.50 5.97%
Share price
4
1,054 893 18.03%
% %
Ongoing charges
3
* 0.56% 0.51%
Gearing* 12% 11%
(Discount)/premium* at 31 December (2.5%) 2.4%
~ The comparative has been restated to reflect dividend removed from shareholders’ funds. Refer Note 29.
† Underlying Group revenue return was 34.27 pence per share in 2024.
For reconciliation of NAV at fair value per the above to published year end NAV please refer to page 40.
Performance
1 year
%
3 years
%
5 years
%
10 years
%
NAV total return (with debt at par)
2
*
29.2
58.6 78.8 184.5
NAV total return (with debt at fair value)
2
*
28.4
59.1 96.6 200.8
FTSE Actuaries All-Share Index Total Return
4
24.0 46.5 73.9 123.4
Share price total return
4
* 22.2 53.1 85.0 212.4
Change in Retail Price Index
5
3.4 13.2 37.3 55.6
Relative performance (NAV at FV)
4.4%
12.6% 22.7% 77.4%
Relative performance (Share Price) (1.8)% 6.6% 11.0% 88.9%
* Items marked “*” are considered to be alternative performance measures and are described in more detail on page 167.
1 Please refer to page 40 for calculation of net asset value. Please note change in NAV per share in the financial summary does account for the effect of dividends
on total return.
2 NAV is calculated in accordance with the AIC methodology, based on performance data held by Law Debenture including fair value of the IPS business and
borrowings. NAV is shown with debt measured at par and with debt measured at fair value and both total returns account for shareholder returns through
dividends.
3 Ongoing charges are calculated based on AIC guidance, using the administrative costs of the investment trust and include the Janus Henderson Investors’
management fee, currently charged at the annual rate of 0.30% of the portfolio value. There is no performance related element to the fee. Gearing is described
in the Strategic Report on page 36 and in our alternative performance measures on page 168.
4 Source: LSEG, London Stock Exchange Group.
5 Source: Office for National Statistics.
Past performance is not a guide to future performance. Capital at risk.
AT A GLANCE
Key Statistics
for the year ended 31 December 2025
13.3%
Growth in statutory revenue PBT (2024: 1.7%).
11.3%
Growth in statutory revenue EPS (2024: 0.1%)
22.2%
*
Share price total return
(2024: 15.9%)
28.4%
1
Growth in Net Asset Value – including debt
andIPSatfair value total return
(2024: 13.6%)
0.26%
Average premium in share price
versus reported NAV
(with debt and IPS at fair value)
(2024: (0.10)% discount)
6.1%
4*
Growth in IPS underlying PBIT
(2024: 6.3%)
0.56%
2*
Ongoing charges ratio
6.4%
4*
5 year compounding annual growth rate
in IPS underlying PBIT
(2024: 6.9%)
6.0%
Proposed increase
in 2025 dividend pershare
(2024: 4.7%)
66.5%
3*
Increase in IPS valuation
from 2019 to 2025
(2024: 83.6%)
A consistent long-term out-performer
* Items marked “*” are considered to be alternative performance measures and are described in more detail on page 167.
1 Please refer to page 40 for calculation of net asset value.
2 Ongoing charges are calculated based on AIC guidance, using the administrative costs of the investment trust and include the Janus Henderson Investors’
management fee, currently charged at the annual rate of 0.30% of the Investment Portfolio. There is no performance related element to the fee. Gearing is
described in the Strategic Report on page 36 and in our alternative performance measures on page 168.
3 Calculated using the published fair value of IPS business, excluding net assets, over the past five years.
4 PBIT is stated on an underlying basis. Please refer to alternative performance measures on page 169 for reconciliation of statutory PBIT to underlying PBIT.
Additionally, in 2025 net interest on the defined benefit pension asset/liability has been included within net interest below PBIT. In all prior years interest on the
pension asset/liability was presented within admin expenses. To aid comparability of underlying PBIT across years, the net interest income/expense on the
pension asset/liability in prior years has also been represented within interest income/expense in the APMs, with prior years underlying PBIT represented on this
basis. This impacts APMs only. As the net pension interest is not material at the group level, no adjustment has been made in the primary financial statements.
7
STRATEGIC REPORT
Chairman’s Statement
8 lawdebenture.com
Performance
Law Debenture has achieved a very pleasing performance for
the year ended 31 December 2025 in a period marked by modest
economic growth, easing inflationary pressures and continued
political and geopolitical uncertainty. While interest rates appear
to have stabilised during the year, macroeconomic and market
volatility has remained a feature of the investment landscape.
2025 saw a strong recovery in UK equity performance, although
UK valuations remain attractive by historical and international
standards. However, market returns were increasingly concentrated
in a relatively narrow group of stocks and sectors benefitting from
improving economic sentiment and short-term momentum.
In this context, the combination of a diversified Investment Portfolio
and another good year of underlying performance for IPS has again
enabled Law Debenture to deliver capital growth and increased
dividend income for shareholders.
Law Debenture’s long-term record of benchmark outperformance
continues to be robust. In 2025, Net Asset Value (‘NAV’) with debt
and the Independent Professional Services (‘IPS’) business at fair
value delivered a strong return of 28.4%, while share price total
return of 22.2% outperformed the AIC UK Equity Income sector
weighted average return of 20.2%. Law Debenture has outperformed
the FTSE All-Share Index (Total Return) weighted average return in
21of the past 26 years.
This performance reflects the continued strength of the Company’s
underlying performance and highlights the benefits and
importance of its disciplined investment approach and diversified
structure.
The Board is conscious that the wider investment trust sector is
undergoing a period of significant change. During 2025, there was
a sharp increase in corporate and shareholder activity across
the industry, including greater use of share buybacks, several
proposals for consolidation, and heightened focus on discounts to
NAV. Share buybacks increased 36% in 2025 to £10.22b (vs £7.51b in
2024), while there were 27mergers, acquisitions and liquidations
across the sector, up from 24 in 2024.
1
This has been accompanied
by more active engagement from certain shareholders in parts
of the sector, prompting wider discussions around performance,
governance and shareholder alignment.
The Board monitors developments across the investment trust
sector closely and remains attentive to matters relevant to Law
Debenture. We believe the Company’s long-term investment
approach, diversified structure and strong governance leave us well
placed to navigate this evolving environment successfully in the
best interests of shareholders.
Dividend income received from our Investment Portfolio, was
up 16.1%, from £34.7m in 2024 to £40.3m in 2025, driven by net
investment during the year, including specific sectors with
dividend yields greater than the portfolio. The net revenue from
our IPS business increased 7.5%.
Overall, our statutory revenue profit before tax was up 13.3% and
our statutory revenue EPS was up 11.3%. The prior year was affected
by £1.0m of non-recurring costs. Excluding the impact of these, our
underlying revenue profit before interest and tax was up 10.8%, and
our underlying EPS was up 8.7%.
1 Source: IFA Magazine “Investment Trust 2025 review: another record year for corporate activity, 13 January 2026”.
STRATEGIC REPORT
9
Chairman’s Statement continued
Awards
The Board was pleased to see the Company recognised again
during the year.
Law Debenture was named Best for Long-Term Income-Active at
the QuotedData Awards and Income Company of the Year at the
AJ Bell Investment Awards, reflecting the strength and consistency
of our income-focused investment approach. The Company
also received the Shareholder Initiative of the Year Award at
the Investment Week Investment Company of the Year Awards,
reflecting Law Debenture’s commitment to meaningful and
proactive shareholder engagement and communication within a
changing investment trust environment.
This recognition builds on the awards received in recent years
and reinforces the Company’s standing within the AIC UK Equity
Income sector.
Dividend
We are proud of Law Debenture’s record of increasing or
maintaining dividends, which now extends to 47 consecutive
years. This record continues to be underpinned by the consistent
cash generation of the IPS business, which provides an important
and stable source of income alongside dividends received from
the Investment Portfolio.
Subject to your approval, we propose paying a final dividend of
10.375 pence per ordinary share. The final dividend will be paid
on 29 April 2026 to holders on the register on the record date of
20 March 2026. This will provide shareholders with a total dividend
of 35.50 pence per share for 2025, an increase of 6.0% compared
to 2024 and fully covered by earnings for the year.
The dividend increase is ahead of CPI and represents a dividend
yield of 3.1% based on our closing share price of 1,132 pence on 10
March 2026. Over the last 10 years, we have increased the dividend
by 119.1% in aggregate.
Our Portfolio
Our Investment Managers, Janus Henderson Investors, continue
to manage a differentiated portfolio of high-quality businesses
with strong competitive positions, resilient balance sheets and
attractive long-term growth prospects. The portfolio delivered
strong overall returns in 2025.
Dividend income of £40.3m from the Portfolio was £5.6m higher
than 2024, alongside a total capital profit for the year of £255.2m,
driven by movements in the value of the Portfolio holdings.
The Board continues to support the Managers’ disciplined
approach, which focuses on valuation, sustainability of earnings
and cash generation, and prudent capital allocation.
IPS
IPS remains a key differentiator for Law Debenture and an
important contributor to long-term NAV progression. In 2025, IPS
continued to deliver resilient earnings and cash flow, reinforcing
its role as a stabilising influence during periods of market volatility
and a meaningful contributor to shareholder returns.
Although accounting for only c.16% of our NAV at 31 December
2025 (with IPS and Debt at Fair Value), the IPS business has funded
around a third of our dividends in the last 10 years and delivered a
compound annual growth rate in underlying profit before interest
and tax of 6.4% over the last five years.
The value of IPS as a percentage of the Trust’s NAV fluctuates from
year to year and is influenced both by the performance of the
portfolio as well as IPS. The benefit of the Trust’s ownership of IPS
is both the contribution that IPS makes to income as well as the
capital growth in IPS valuation.
IPS delivered another year of growth, supported by a degree of
counter-cyclicality in some of our businesses. Corporate Services
and Corporate Trust were the strongest performers, achieving
net revenue growth of 12.2% and 9.3% respectively, with Pensions
broadly flat.
The Board continues to have confidence in IPS’ ability to deliver
sustainable growth, supported by ongoing investment in people,
systems and technology.
Capital structure
In 2025, the Group issued 1.3 million new ordinary shares to
existing and new investors, with net proceeds of £11.6m to support
ongoing investment. Shares were issued at a premium to NAV to
be accretive to existing shareholders. No shares were bought back
during the year.
Environmental, Social and Governance (‘ESG’)
The Board remains committed to high standards of governance
and to embedding environmental and social considerations
across the business. The IPS business is founded on the provision
of independent governance services, and diversity and inclusion
remain central to this work. ESG considerations continue to form
an integral part of investment decision-making within the Portfolio.
For further details, please refer to our ESG section on pages 53 to 62.
The Board
There were no changes to the composition of the Board over the
course of the year.
Annual General Meeting (‘AGM’)
The AGM will be held Friday, 24 April 2026 at 11.00am. In order to
welcome as many of our shareholders as possible, we will hold the
AGM at the offices of our joint corporate broker Peel Hunt and not
at our own office. Please join us at Peel Hunt, 7th Floor, 100 Liverpool
Street, London EC2M 2AT. The Board and wider Law Debenture
team value the chance to meet with our shareholders and hear
your thoughts about the Company, so we hope that you are able
to join us for the AGM and light lunch.
STRATEGIC REPORT
10 lawdebenture.com
Chairman’s Statement continued
Looking forward
UK equity markets recorded a strong year in 2025, supported
by improving sentiment and a partial re-rating from historically
depressed valuation levels. That said, market returns were uneven
and driven by a relatively narrow group of stocks benefitting from
improving economic expectations.
The wider market backdrop is improving, but uncertainty remains.
By the end of 2025, inflation had receded from the elevated levels
experienced in recent years, but interest rates remain materially
higher than those that prevailed for much of the period following
the global financial crisis in 2008/09. Investors are increasingly
ableto look beyond the immediate challenge of price instability,
butuncertainty continues to influence valuations and overall
investor behaviour.
In this context, our Investment Managers continue to focus on
identifying high-quality businesses with strong competitive
positioning, resilient balance sheets and attractive long-term growth
prospects, rather than seeking to capture short-term market trends.
The great majority of the Investment Portfolio remains invested in
UK equities, although a significant proportion of underlying earnings
is generated outside the UK. Even after the market recovery seen
in 2025, our Investment Managers believe that a number of UK
companies continue to trade at valuations that do not fully reflect
the quality of their businesses or their long-term prospects, even
if the timing of any re-rating remains uncertain. Many companies
continue to deploy surplus capital through share buy-backs and
disciplined investment, while M&A interest from overseas corporates
and private equity looks set to continue into 2026.
Law Debenture remains well-positioned with a long-term focus
on a diversified portfolio of conservatively managed businesses,
often market leaders, that are capable of generating sustainable
earnings and cash flows across different economic environments.
Meanwhile, IPS continues to provide a stable and growing source
of earnings and cash flow. Its services remain well sought after, its
brand reputation is strong and opportunities to increase market
share remain considerable. All of this supports continued NAV and
dividend progression, while acting as a stabilising influence during
periods of market volatility.
The Board and our Investment Managers believe Law Debenture
is well-positioned to navigate a range of potential economic
outcomes and to continue to deliver attractive long-term returns
across market cycles.
On behalf of the Board, I would like to thank our Investment
Managers and skilled workforce for their hard work, and our
shareholders for their continued support.
Robert Hingley
Chair of the Board
10 March 2026
STRATEGIC REPORT
11
Chief Executive Officer’s Review
Introduction
2025 was a strong year for Law Debenture, with the Group again
delivering against our long-term investment proposition. Amid a
mixed economic backdrop and ongoing geopolitical uncertainty,
we were able to deliver continued Net Asset Value (‘NAV’) and share
price growth, and increased income, for shareholders, while further
strengthening our IPS business.
I am pleased with our performance across
all key measures. Law Debenture delivered
NAV total return with debt and Independent
Professional Services (‘IPS’) at fair value
of28.4%. This is an exceptional outcome and
reflective of the hard work of our Investment
Managers and colleagues.
Equity markets performed well during the year
and this supported a share price total return
of 22.2%, above the AIC UK Equity Income
sector weighted average return of 20.2%. We
are pleased that shareholders benefited from
a year of substantial value creation alongside
continued dividend growth. Our record
over three, five and ten years continues to
consistently outperform both the benchmark
and the majority of our key sector peers, and
we are also proud to report our 47th year of
maintaining or increasing dividends, with a
6.0% increase this year.
Our investment portfolio, run by Janus Henderson Investors,
demonstrated the effectiveness of our managers’ valuation-
focused, moderately contrarian approach which aims to identify
good quality, predominantly UK-listed companies often trading on
low valuations but positioned to benefit from structural changes. In
a year where UK stocks performed better than the major American
indices, the portfolio continued to benefit from UK holdings, most of
which generate revenues both at home and overseas.
This disciplined approach and the portfolio,
which accounts for 84% of Law Debenture’s
NAV with Debt at Fair Value, combines with
our Independent Professional Services
business, representing 16% of NAV, to offer
investors a truly differentiated proposition
that is underpinned by strong cashflows and
a robust balance sheet. The combination
enhances resilience through the cycle, a
unique benefit among investment trusts,
and continues to validate the strength
and durability of our business model and
strategy.
The quality of our proposition was again
recognised externally during the year. We
were delighted to be named Income
-Active
Company of the Year at the AJ Bell
Investment Awards, Best for Income at the
QuotedData Investors’ Choice Awards, and
Shareholder Initiative of the Year award at
the Investment Week Investment Company
of the Year Awards. These awards reflect not only investment
performance and continued delivery from our colleagues, but also
a strong focus on, and pride in, our engagement with our much
valued shareholders.
We delivered
on our two
main objectives,
producing NAV
growth and
continuing to
increase income
for shareholders
STRATEGIC REPORT
12 lawdebenture.com
Chief Executive Officer’s Review continued
IPS delivered another year of progress, recording its eighth
consecutive year of mid to high single digit revenue and underlying
profit growth. IPS business net revenues (gross revenue less direct
costs incurred) increased by 7.5% to £57.7m (2024: £53.7m), and
statutory profit before interest and tax (‘PBIT’) was £16.7m. Excluding
the impact of £1.0m of non-recurring costs in the prior year, the
underlying PBIT of IPS increased 6.1%. Statutory Profit Before Tax
(‘PBT’) increased 15.8% to £17.7m.
IPS remains a core differentiator for Law Debenture, with its reliable
and diversified income streams helping to underpin dividend growth
and enhance the stability of returns for shareholders. This has
contributed to the Group delivering a 119.1% increase in dividends
over the last ten years. The steady flow of income continues to give
our investment managers greater flexibility in portfolio construction,
enabling investment across a wider set of value opportunities
than many of our sector peers further supporting the potential for
attractive long-term returns.
During the year we continued to place a strong emphasis on
fostering a collaborative and stimulating culture. My firm belief is
that the quality of our people is our greatest asset, and that investing
in their development is essential to the long-term health of the
Group. This commitment was recognised when Law Debenture won
the award for Most Impact at the 2025 INSEAD Alumni Balance in
Business Initiative Awards, reflecting the progress we continue to
make in building a balanced and inclusive workplace.
The investment trust sector is itself going through a period of
heightened activity and change. The involvement of Saba Capital
during 2025 and into 2026, and the repercussions felt across several
investment trusts, is forcing closed-end funds to be clear about
their relevance and value proposition. We view this environment
as a positive catalyst that rewards clarity of purpose, strong
governance and well-differentiated propositions.
Against this backdrop, our focus remains wholeheartedly on
the execution of our business plan, and delivering against our
objectives to achieve long-term capital growth in real terms and
steadily increasing income for shareholders.
Corporate Trust
Law Debenture was incorporated to act as a bond trustee in 1889.
The role of a bond trustee is to act as bridge between the issuer
of a bond and the individual bondholders. Our responsibilities
as bond trustee can vary materially whether servicing either
performing or defaulted bond issues.
Normal obligations for the bond trustee to support performing
issues could include communication to the bond holders of financial
or security data together with the distribution and/or receipt of
covenant information. For completion of this work, we are typically
paid an annual fee throughout the lifetime of the bond. This fee is
inflation linked for the majority of our existing book of business. When
an amendment to bond documentation is required, we can also earn
additional revenues to complete the necessary changes.
When bonds default, the workflow, risk and revenue profiles of our
role can materially change. A key duty of the bond trustee is to
be the legal creditor of the issuer on behalf of the bondholders.
Our role in such default situations requires material incremental
work that, given a favourable outcome, can lead to significant
additional income for us. That said, defaults often take years to
play out and the results are uncertain. Given this long dated and
fluctuating backdrop, our revenues for this work in any specific
calendar year can be somewhat lumpy. However, such post
issuance work has strong economic counter cyclicality and has
produced sound returns for our shareholders over time.
Corporate Trust – Market dynamics
New issuance in debt capital markets has always been an
important driver of revenues. As well as receiving an ongoing
(typically inflation-linked) annual fee for our work, we also receive
an upfront fee upon appointment to a role. Following a very
strong 2024 when primary market new issuance grew by 20%,
deal volume in Europe was up a more modest 10% year on year
(source Dealogic) in 2025. As we noted at the half year, ‘Liberation
Day’ in early April led to a spike in market volatility and decline in
primary market activity until new issuance levels were established.
Sentiment steadily improved as the year progressed and we
finished the year with Corporate Bond spreads again hitting new
multi-year lows (source ICE Data Indices). Globally the interest
rate cutting cycle continued with The Bank of England, Federal
Reserve and ECB again all reducing borrowing rates during the
year. Particularly pleasing to see were appointments to support
the allocation of new capital to emerging and fast-growing areas
of the economy such as construction of data centres and the
development of energy infrastructure.
Demand for our post-issuance work is hard to predict and is
strongly countercyclical. As has been widely reported, some
elements of the UK economy were weak in 2025. Consequently,
across our portfolio of business, we did complete several
incremental workstreams relating to restructuring projects on
behalf of bondholders.
Case Study: Juventus Football
Club S.p.A
Our role as Trustee provides interesting and diverse
appointments. With sport being a particular focus for the
firm, we were delighted to be appointed on a €150m senior
secured fixed rate note private placement by Juventus
Football Club S.p.A. for a period of 12 years. The transaction is
intended to optimise the club’s debt structure by increasing
the average maturity profile and the fixed-rate portion of
their debt, as well as reducing its average cost over time. The
Notes were fully subscribed by PGIM. In our role as
security agent we hold security (which includes the
stadium and ticket sale revenue) for the benefit of
the holders of the Notes.
STRATEGIC REPORT
13
Chief Executive Officer’s Review continued
We have invested in new people and technology to support our
Loan Agency efforts. As the year progressed, we were pleased to
achieve an increasing number of appointments where we acted as
both the Security Agent and Loan Agent on a transaction. Private
Credit as an asset class continues to grow rapidly and market
participants are increasingly using non-bank service providers to
support transactions. We will look to build further momentum in
this sizeable market.
Over the past five years or so we have made particularly pleasing
progress with respect to the expansion of our Escrow product and
solutions. By way of reminder, an escrow solution allows twoparties
the ability to transfer an asset with a trusted independent middle-
man ensuring that certain conditions of the transaction have been
met by both sides prior to completion. A key market development
has been the Solicitors Regulatory Authority (“SRA”) through recent
consultations (late 2024/2025), signalling a shift away from law
firms holding client money. Our deep domain expertise coupled
with our ability to move fast and means to consider non-standard
transactions gives us our competitive advantage. During the
year we provided escrows to support transactions across a
considerable range of sectors and had our busiest ever month in
December.
DIVISION
Net revenue
2021**
£000
Net revenue
2022**
£000
Net revenue
2023**
£000
Net revenue
2024**
£000
Net revenue
2025
£000
Growth
2024/2025
%
Corporate trust 10,025 11,077 13,027 14,555 15,912 9.3%
Pensions 13,060 14,343 17,396 16,694 16,615 (0.5)%
Corporate services 18,501 19,749 20,086 22,412 25,152 12.2%
Total 41,586 45,169 50,509 53,661 57,679 7.5%
* Total net revenue is calculated by reducing segment income of £66,699k by cost of sales of £9,020k. Please refer to note 6 for the IPS segmental analysis.
** Comparative periods reflect transfer of loan agency business from Corporate Services to Corporate Trust for comparability with 2025.
Corporate Trust – Highlights
Following very strong 17.6% growth in revenues in 2023, and 11.7%
growth in revenues in 2024, we are delighted to report revenue
growth of 9.3% in 2025. This is an excellent cumulative growth
for what is a 136-year old business. Why have we been able to
achievethis?
The revenues for this business are underpinned by a very well
diversified book of long-term inflation linked fee-based transactions
that have been built up over many decades. This is hard won and
has considerable franchise value, over and above the cash flow
value of the business, by virtue of the client and referral partner
networks that have created and continually renew it.
However, thebusiness’ revenue growth profile has not been and will
never be linear and, following such a strong period of cumulative
growth, it is reasonable to expect some sort of reversion to a long
term mean for revenue growth (mid to high single digits) in 2026
and beyond.
The two main differentiating factors that have driven our growth
in recent years have been (i) the refresh and expansion of our
expertise for products and services and (ii) the addition of
dedicated business development resource and the introduction
of an explicit business development metric(s) for each team
member. Law firms have always been crucial to our business and
we have made a consistent, systematic effort to reinvigorate these
types of relationship that are our bedrock.
We completed a number of notable new transactions during
the year including the establishment of an Medium Term Note
programme for Magnum Ice Cream Company following its
demerger from Unilever, a structured debt instruments issuance
programme for Crédit Agricole Corporate and Investment Bank,
the issuance of subordinated notes by Hampshire Trust Bank plc,
a sukuk issuance where the underlying obligor is the Republic of
Türkiye, and a JPY 200 billion convertible bond issuance by Nissan
Motor Co., Ltd.
We are proud to have delivered a 119.1% increase in dividends per share over the last
ten years, with 47 years of increasing or maintaining dividends.
STRATEGIC REPORT
14 lawdebenture.com
Corporate Trust – Outlook
We have had three years of above-trend revenue growth at a
compound annual rate of 12.8%. This is a great business but year-
on-year revenue growth is hard to predict. We believe realistic
longer-term revenue growth expectations should be in line with
our broader ambitions for the IPS business (i.e mid to high single
digitgrowth).
We continue to invest in additional headcount to join our Treasury
team, our Loan Agency team, and have added incremental
resource in Hong Kong.
Eliot Solarz was appointed to head our Corporate Trust business at
the beginning of 2018. Over the eight years since his appointment,
we have grown our revenues by a compound annual rate of 9.1%.
We have every confidence that this business will continue to
produce solid returns for our shareholders over time.
Pensions
We are the longest-serving and one of the largest independent
providers of pension trusteeship in the UK with approximately
250appointments.
Our Pensions Governance (formerly Pegasus) offering of
outsourced pensions executive and governance solutions
continues to be a leading provider in a competitive market,
developing new propositions that further support our clients and
demonstrate our investment and commitment to the industry.
Pensions – Market dynamics
Market Landscape and Opportunities
2025 underscored the critical importance of expert pension
scheme trusteeship and robust governance. Strengthened funding
positions across many schemes have reignited corporate sponsor
interest in comprehensive “end-game” strategies. Organisations
are actively considering buy-in and buy-out options, alongside
evaluating the potential to retain schemes with long-term surplus
positions. This evolving environment reinforces the essential role of
independent professional pension expertise—particularly through
corporate sole trustee solutions. These models address succession
challenges, optimise resource and deliver the specialised skills
required to navigate complex strategic decisions.
Many schemes connected to the Pensions Dashboard which in
turn initiated more engagement with administrators and how they
are supporting members and clients.
Legislation and Regulation
After a period of relative regulatory stability, significant
developments emerged with the introduction of the new Pensions
Bill to Parliament in June 2025. Accompanied by wide-ranging
announcements covering Defined Benefit (DB), Defined Contribution
(DC), and Local Government Pension Schemes, this legislation
positions pensions firmly as a government priority. A key
enhancement enables DB schemes to access surplus extraction
more efficiently, providing trustee boards and corporate sponsors
with greater flexibility. These changes are expected to drive
increased demand for premium professional trustee services.
While the Autumn 2025 Budget contained limited pensions-specific
measures, further developments are expected in 2026 and beyond,
with pensions remaining high on the government’s agenda.
Independent Trusteeship
More than 50% of UK occupational pension schemes now have an
independent trustee—a clear recognition of the value of impartial
oversight. The market remains competitive, with a notable rise in
tenders for trustee services and growing interest in the Corporate
Sole Trustee (CST) model. Our team-based approach is well aligned
with this trend, delivering resilience, continuity, and deep expertise.
Pensions – Highlights
Unsurprisingly, as we have flagged previously, following an
outstanding 2023 our revenues have normalised. Our broadly
flat year-on-year revenues in 2025 mask what was a year of
considerable progress for our Trustee and Pensions Governance
businesses. Over the past eight years, compound annual revenue
growth remains a healthy 9.1%. In our core Pensions business, we
were delighted to add incremental appointments that included
names such as Combined Nuclear Pension Plan, Whitbread, TPT
Superfund and the Fidelity Master Trust.
Ireland continued to grow with new clients coming on board.
In addition, we won our first Corporate Sole Trustee (“CST”)
appointment which we also believe is the first such appointment in
Ireland. Our Manchester team continues to be a leading presence
for trusteeship and governance in the North of England. In addition,
Jersey also continues to be a focus where we have taken on more
appointments.
Chief Executive Officer’s Review continued
Case Study: Incorporating
sustainability in the selection of
infrastructure managers
A large Corporate Sole Trustee client was transitioning into
infrastructure assets with a substantial investment allocation.
The investment advisor organised a “beauty parade” featuring
three highly rated managers in this sector. At the conclusion of the
selection day, two managers were identified as preferred providers.
However, the Trustees raised concerns regarding the sustainability
characteristics of certain assets within the energy sector of one of
the funds, leading to the process being paused to conduct further
due diligence,
Additional discussions were held both internally, through a “peer
panel” comprising four independent LawDeb Trustee Directors and
consultations with two other Trustees with expertise in this area,
and externally, with an ESG expert from the investment consultancy.
These discussions aimed to assess the ESG characteristics and
risks of the relevant assets in the context of a future
energy transition. As a result, the
Trustees decided to
introduce a fourth asset manager into the process,
who was ultimately appointed in place of one of the
initially preferred managers.
STRATEGIC REPORT
15
Chief Executive Officer’s Review continued
The Pension Governance business continues to see demand
across a number of different services areas, including support to
stretched in-house teams (including those that face retention
challenges on the road to buy-out,) project management support,
data/GMP projects, provider review and selection, General Code
support, and trustee effectiveness reviews.
We added new capabilities to our CST clients, embedding the
General Code as standard, and will continue to demonstrate
the streamlining CST can bring to the governance for all sizes of
scheme.
In the last twelve months, we have helped deliver over seven
material buy-in transactions for our clients, including ArvinMeritor
and Ultra Electronics.
Pensions – Outlook
We have added capacity to our team in anticipation that 2026 will
be a busy year. The implications of the measures included in the
Pensions Bill will need careful consideration alongside renewed
engagement by many sponsors on future pensions strategy. March
2026 will also be crucial for preparing schemes’ first Own Risk
Assessments and evaluating how Pensions Dashboard Programme
connections have affected them.
As trustee boards and corporate sponsors continue to evaluate a
range of long-term options for their schemes, we remain strongly
positioned to provide both strategic insight and operational
governance support. The pace of change in funding levels and
regulation is accelerating, reinforcing the need for experienced,
independent trusteeship and governance solutions.
Our expanding service model, spanning co-trustee roles, Corporate
Sole Trustee solutions, and governance frameworks, ensures we
can meet these evolving requirements with resilience and deep
domain expertise. We expect sustained growth in demand for
professional trustee and governance services as schemes navigate
complex decisions around buyouts, run-on strategies, and surplus
management.
Corporate Services
Corporate Services consists of four well diversified constituents.
Structured Finance Services, our whistleblowing division Safecall,
Service of Process, and our Corporate Secretarial Services
business (“CSS”). In 2025 revenues were up by a very healthy
12.2% and all parts of the business grew revenues year-on-year.
In particular, it was encouraging to see solid and well-diversified
growth across our CSS suite of products and solutions.
Service of Process (‘SoP’)
SoP – Market dynamics
This remains our business with the least recurring revenues. It has
the greatest dependency on global macro-economic factors and
deal flow in capital markets. Following a challenging first half of
the year Investment Banking revenues finished up a healthy 15%
globally year-on-year in 2025 (source : Dealogic). We participated
well against this improving backdrop as the year progressed.
SoP – Highlights
The heavy transaction volume in this business provides us with a
rich data set as to where/why we are/are not winning business.
Consequently, we are able to be increasingly systematic with our
business development efforts.
Our global brand is hard won over many decades and needs
to be constantly refreshed. We place a lot of emphasis on
continually expanding our networks within all levels of law firms,
but, in addition, are conscious of the need to be more visible
directly to corporates.
Changing the investment strategy to
improve member benefits and better
utilise surplus.
Background
We worked with a large UK hybrid (DB and DC) scheme which
had a surplus on a prudent valuation basis.
The scheme rules state that the surplus is returned to the
sponsor on windup. The Trustee has agreed to be buyout
ready by a certain date and the sponsor is budgeting for
return of the projected surplus, with the appropriate level of
uncertainty/downside around this projection.
The investment strategy is heavily de-risked and 100% hedged
on interest rates and inflation.
Trustee proposition
The Trustee was concerned that the portfolio return was too
low and the investment strategy was not working the scheme
capital hard enough.
The Trustee proposed to increase expected return by 0.5% p.a.
through diversified allocation to lower rated and less liquid
credit (which the timeframe to buyout readiness allows). This
approach aimed to not materially increase the downside
uncertainty around projected surplus, with the anticipated
additional return seeking to improve speed of recovery from
adverse market events.
This change in strategy allows the trustees to fund annual
DC contributions for the sponsor in return for (the required)
agreement from the sponsor for ongoing discretionary
pension increases.
Benefits
Members receive discretionary increases on an ongoing basis.
The sponsor sees immediate increase in free
cashflow while long term projections remain
in place.
STRATEGIC REPORT
16 lawdebenture.com
Chief Executive Officer’s Review continued
Investment in technology to improve our client experience
remains a priority along with investment in training and business
development.
Earnings in SoP will always be variable and the changes in annual
earnings from the first half of this decade illustrate this well.
We have extremely limited ability to forecast revenues, but our
history and excellent referral partner and client networks give us
confidence that this business will remain a material contributor
to our profits over financial market and economic cycles.
Corporate Secretarial Services (‘CSS’)
CSS – Market dynamics
The global company secretarial services market continues to grow
steadily underpinned by increasing regulatory complexity, the
rise of corporate governance standards, and an increased use of
outsourcing by clients to solve for these constantly evolving needs.
We have been offering solutions in this sector for over twenty years
and operate in three main product areas:
Managed Services: Global Entity Management services (“GEMS”)
provide a single outsourced point of contact to multinational
corporations to ensure that their legal entities are kept in good
standing. Client appointments vary in scale and coverage, ranging
from a single legal entity in one country at its simplest to over 300
subsidiaries in 50 countries at its most complex. We are generally
paid a fixed annual fee to deliver annual compliance and
corporate records maintenance. We may also earn incremental
revenues from additional projects such as incorporations and
dissolutions, the co-ordination of global corporate change
projects and performing entity validation work. Excellent workflow
management and use of technology is critical to compete
effectively in this space and we continue to invest heavily here.
Our team is based in our Manchester office.
Corporate Governance Services: This work stream covers all
aspects of Board and Committee support, from full outsourced
company secretarial support to attending and minuting meetings.
We also provide practical company secretarial support to
companies preparing for an IPO transaction including support
post listing. Our clients range from major Main Market and AIM
listed companies including investment trusts to leading UK
operating subsidiaries of top global brands. Our fees are often
fixed annual fees for specifically scoped mandates but can also
be time or project based. Demand here is often for highly skilled
professionals with prior experience in a particular industry and/or
governance framework who can seamlessly transition work from
being completed in-house. This team is based in London.
Interim Resourcing: Here we provide immediate access to
qualified governance professionals whether on-site or remote, full
time or part time as required by the client. Typically, we are paid
on a time-spent basis, but also complete certain work on a fixed
fee. This team is based in London.
CSS – Highlights
At the half year we noted that revenues were slightly up, and that
we were increasingly confident that our record sales pipelines
Case Study: Vitality
“Following an unexpected staffing shortage in our company
secretarial department, we engaged interim support services
for our regulated insurance business with the UK CSS team
at LawDeb. The arrangement provided two experienced
professionals working three days per week over a six-month
period. Their strong financial services background meant they
seamlessly stepped into our actuarial committee work and
took on the group company secretarial responsibilities at short
notice.
What particularly impressed me was how quickly they got up
to speed with our processes and embedded themselves within
our team. They demonstrated complete commitment and
professionalism from the outset, providing the high-quality
support we needed during a critical period. Their ability to
immediately grasp the technical requirements of our insurance
operations and deliver to our standards made this interim
arrangement remarkably smooth and effective. During those
six months we also benefitted from their broader team’s
experience and had the opportunity to discuss
approaches to the new ECCTA regulations as
well as how AI can support our business.”
Justin Skinner, Group CFO, Vitality
would begin to feed through as the year progressed. We are
delighted to report this proved to be the case and the positive
momentum in terms of client experience, improvement in our
technology platform, and sales pipelines, continues to steadily
build. Revenues in this business grew faster than the average
for IPS and profits by even more as we continue to improve the
efficiency of our workflows.
Our ability to move fast and build technology solutions to respond
to emerging client need was illustrated well during the year as we
became an Approved Corporate Service Provider to Companies
House in relation to the provision of Independent Director
Verification services required under the UK’s Economic Crime
and Corporate Transparency Act. We are increasingly working
with clients in using improving AI tools to enhance the efficiency
of creating minutes. Better use of technology frees up our
professionals for more strategic and advisory roles. For example,
we now regularly provide Directors’ Duties training for our UK listed
client base.
Our new leadership team established in 2024 has bedded in well.
We are increasingly confident that the significant investments
that we have made in people, skills, technologies and operational
workflows will underpin sustainable and controlled growth in this
business over time.
Structured Finance Services
Structured Finance Services – Market dynamics
STRATEGIC REPORT
17
We operate in two main product areas:
Management of Special Purpose Vehicles (‘SPV’s’) and other
similar corporate structures: We provide directors, accounting and
day-to-day corporate administrative services to entities set up to
help financial institutions, including challenger banks and boutique
asset managers (Private Equity and Hedge Funds), diversify their
funding using securitisation techniques. The SPV’s are established
to raise funds in the bond / loan markets which are then used to
acquire distinct pools of assets (including mortgages, receivables,
credit card debt, aircraft, whole businesses etc.) against which the
funds are secured. The funding is non-recourse meaning that the
funds raised only have recourse to the pool of assets on which they
are secured and to no other party.
Accounting services: We provide management and statutory
accounting services to corporate entities who wish to outsource
this area or where they do not have local accounting knowledge.
We do not provide audit services to clients.
As we flagged in last year’s annual report oversight for Facility and
Paying Agency services was transferred to our Corporate Trust
business at the start of 2025. Increasingly, we find that clients are
seeking Security Trustee and Loan Agency roles as a combined
solution, so we have aligned our resources accordingly.
We remain a small player in a large and growing market. We score
very highly for quality-of-service delivery and continue to build on
these solid foundations.
Structured Finance Services – Highlights
Following a broadly flat year in 2024, new issuance levels grew
modestly during 2025 and both our revenues and profits grew
year-on-year.
We were particularly proud to be appointed to support The Climate
Investment Funds Capital Markets Mechanism. This is a G7 –
backed, World Bank facilitated vehicle that focuses on low carbon
initiatives in Developing Countries.
We were delighted to support the first ever European Home Equity
Line of Credit (“HELOC”) backed Residential Mortgage Backed
Security (“RMBS”) issued by Waterfall Asset Management.
In addition to the innovative structures above, we again received
repeat appointments from a number of leading non-bank specialist
lenders operating in the sector including Pepper and Lendinvest.
Private Credit continues to build momentum as an asset class.
The number of non-bank, specialist lenders (e.g., in auto loans,
consumer receivables, and mortgages) continues to rise, bringing
new and lesser-seen collateral types to the public markets. Credit
spreads ended the year near multi-year lows and, with a general
expectation of decreasing interest rates, market participants
expect conditions to remain positive in 2026.
With an increased emphasis on business development, we will
compete aggressively to grow our market share in this growing market.
Whistleblowing: Safecall
Chief Executive Officer’s Review continued
Safecall – Market dynamics
Whistleblowing is now firmly part of the governance lexicon.
Law makers continue to push this agenda. In the UK, new
protections for workers reporting sanctions-related misconduct
came into effect in June 2025. In December, the UK government’s
Anti-Corruption Strategy 2025 paper was released. This recognises
the vital role of corporate whistleblowers and signalled a potential
review of the existing legal framework by 2027. In the United States,
the Department of Justice (DOJ) launched a new Whistleblower
Rewards Pilot Program in May 2025, which is expected to increase
the flow of information to regulators and put pressure on
companies to improve internal reporting systems.
Investors too are increasingly demanding of appropriate
whistleblowing frameworks being in place. This is increasingly the
case in developing markets and we see great potential to help our
clients attract capital in this regard.
As with all of our IPS businesses, what differentiates our offering
is the quality of our people. We are not a box ticker’s product. All
enquiries are dealt with by our highly trained staff that continues to
consist largely of former police officers. The quality of the work that
we do for our clients is highlighted in client surveys and perhaps
more encouragingly in regular unsolicited positive client feedback.
Case Study: CIF Capital Markets
Mechanism (CCMM)
In a pioneering initiative by the Climate Investment Funds
(CIF) to mobilise billions of dollars in new investment capital,
we were recommended by an international law firm to the
World Bank to support the establishment of CIF Capital
Markets Mechanism Plc (CCMM) and to provide its directors
and corporate services. CCMM represents a world first
approach to climate finance: a structure designed to raise
funds directly from international capital markets to accelerate
clean energy transformation and sustainable infrastructure
development in emerging economies.
Our role involved close collaboration with the World Bank
and other stakeholders throughout the establishment of
the structure. This included supporting the development of
the governance structure, setting up the corporate entity,
and ensuring that CCMM was positioned to operate with
the highest standards of accountability, transparency and
regulatory compliance. As directors and service providers, we
help ensure that the structure can perform effectively.
By unlocking new channels of finance, CCMM provides
essential funding for early stage and high impact
interventions—particularly in markets where access to
affordable capital is limited. These investments support
renewable energy deployment, resilient
infrastructure, and the broader low carbon
transition in regions most vulnerable to climate
change.
STRATEGIC REPORT
18 lawdebenture.com
To the best of our knowledge, all of our competitors in the sector run
business models based off low-cost call centres. We remain fully
committed to being a premium provider of high-quality product.
Safecall – Highlights
Yet again we provided a record number of reports to our clients
in 2025, up 52% on 2024. Revenues increased 24% year-on-year
following 25% growth in 2024.
Following rapid growth over the previous five or so years, digital
channels (as opposed to voice) continued to account for over
70% of issues raised. That said, the growth in the percentage of
digital reports relative to voice has started to slow somewhat.
Increasingly, we are finding that in complex and highly
nuanced cases, the voice channel is the preferred choice of the
whistleblower. The voice reporting channel has always been a
differentiating competency of Safecall. We continue to invest in it
with a new upgraded telephone system installed during the year
to support this critical client need.
We also delivered increased client functionality via our portal in
2025 and client feedback is encouraging. We are increasingly
successful in our efforts to effectively compete for larger
mandates as they come up for renewal.
Our training and investigations offerings remain a work in progress
and we have increased ambitions here.
It is an exciting time to be a provider of solutions in this fast-
growing sector.
Central Functions
The larger and more consistent the earnings growth within
IPS, the more optionality it creates for the managers of the
Investment Portfolio to deliver on our objective of long-term
capital gains and steadily increasing income. As we have noted
in past annual reports, we are making a significant investment in
modernising our operating model and central support functions
to support this growth.
We continue to plan for growth of mid to high single digits,
and expect this to be largely organic. We remain open to
opportunities presented by acquisitions where we believe this
could add value to our clients and shareholders.
Over recent years we have made significant investments in
our operational infrastructure, taking a group of businesses
which were long underinvested in and positioning them for
growth in a coordinated and more streamlined way. The
change has been profound, whilst we have fiercely protected
our essence: independence, trust, and technical excellence.
Day-to-day operations are almost unrecognisable. This
journey continues. We have moved away from thinking about
our business transformation as a rigid series of sequential
start-and-end-date projects. Instead, we are building a business
which thrives in continual evolution, where agile adaptation is the
new normal.
Having stabilised our operating infrastructure, we are now
deliberately shifting our focus to our people. In a professional
services business, our most valuable assets do not appear on
the balance sheet. Unlike manufacturing or capital-intensive
businesses, our real value lies in the expertise, relationships and
capabilities of our colleagues. This is where we must invest most
heavily to build long-term value for our shareholders. Growing
great people is slow work, measured in years and decades rather
than weeks and months. It must be steady and sustainable, and
when done well becomes a scalable competitive advantage.
In 2025, we accelerated our people journey. Our new senior
hires– Isla Pickering (CFO), Spencer Knightsbridge (CTO) and
Alex Ringer (Head of Legal, Risk and Compliance) completed their
first full year in post, using that time to understand their teams
and identify capability requirements. They have developed clear
visions and operating models for their respective areas within the
broader business and are now building the right teams around
them. We have deliberately recruited leaders with professional
services experience who understand what it means to coach and
mentor their people and deliver peace of mind forclients.
Alongside this, we began the second phase of transforming our
HR capabilities. We have built upon the strong foundational HR
we established over the last few years and moved towards a
People team focused on development, enablement, and high-
performing teams. We have implemented a new competency
framework, aligned our career pathways with reward and
incentive systems, and have begun shifting our performance
conversations from input to impact and accountability. We
held our fourth annual Culture Week, reinforcing our values of
Client Testimonial: Skion Water
“What sets Safecall apart is the quality and professionalism
of their call handlers. Operating across Europe, North and
South America, and Asia, we needed a reporting service that
could handle sensitive issues with empathy,
clarity, and consistency at a global scale
and a platform that allows us to manage the
whistleblowing process end to end. Safecall’s
team and their platform deliver exactly that”
Chief Executive Officer’s Review continued
Client Testimonial: Premier Inn
“Safecall has helped us create a safer, more transparent
workplace. With teams operating in multiple countries, we
needed a solution that was accessible, multilingual, and easy
to use - regardless of location. The hotline and online reporting
tools have made it simple for employees or other stakeholders
to speakup, and the case management system ensures we
can respond quickly and
consistently. The
analytics dashboard has been particularly
valuable, allowing us to track trends and
proactively address emerging issues before
they escalate.”
STRATEGIC REPORT
19
“believing it’s possible, making change happen, being better
together and never stopping learning”. Our COO, Trish Houston,
participated in the London Business School Senior Executive
Programme, deepening our strategic leadership capabilities,
while reinforcing our commitment to continuous learning at
every level of the organisation.
This investment in our people is critical. We operate in a world
of accelerating change where client needs are evolving faster
than we have ever known. Our business is built on independence
and trust, and our clients need us to be more than advisers.
They need us to be trusted partners who are woven into the
fabric of their long-term strategy. We must embrace the
changes occurring around us and understand the governance
implications of technological advances, cultural shifts and
regulatory change. Whether it is supporting boards thinking
about AI governance or navigating complex restructuring, our
people must be curious, market-aware, relentless about quality
and equipped with a professional services mindset.
In 2025, we laid the foundations of our Governance
Academy and began to shift our approach to talent
development – complementing hiring in experienced people
with an increasing amount of home-grown talent. With increased
People team capacity and skills we are ready to quicken the
pace of this journey. In the year ahead, we will launch structured
programmes focused on capability building – both for our
colleagues and, increasingly, for our clients. This dual focus
on developing our own people whilst supporting our clients in
building their capabilities positions us well for the competitive
landscape ahead.
Information Technology
Our technology strategy focuses on delivering robust, scalable
solutions that enable our businesses to serve clients effectively
whilst maintaining operational excellence and meeting regulatory
standards. Under Spencer Knightsbridge’s leadership as Chief
Technology Officer, who joined in September 2024, we have
made significant progress in strengthening our foundations and
advancing strategic capabilities.
Cyber security remains our top operational priority. We continue
to invest in enhanced tooling, expanded capabilities, additional
resources, and comprehensive staff training across the
organisation to maintain our robust security posture. The cyber
threat landscape continues to evolve rapidly, with increasingly
sophisticated attacks targeting organisations of all sizes. We
recognise that whilst we cannot eliminate all risk, we must maintain
vigilant defences and effective response capabilities through
continued investment in our security infrastructure and practices.
Our artificial intelligence adoption has progressed from initial
training and exploration to practical implementation. We have
deployed AI in specific use cases across the organisation,
carefully evaluating effectiveness whilst maintaining appropriate
governance frameworks and security standards. This measured
approach ensures we begin to harness the benefits of AI
innovation whilst managing associated risks responsibly.
Chief Executive Officer’s Review continued
Safecall has made significant progress in expanding its enterprise
client capabilities. Working in partnership with key clients, we
have developed new portal functionality that will be rolled out to
our broader client base. This enterprise-focused development
approach continues to strengthen our market position and builds
on the portal enhancements delivered in previous years.
In CSS, our Identity Document Verification solution for ECCTA
went live during the year and continues to evolve with enhanced
capabilities. This positions us well to address growing regulatory
requirements and client demand for robust digital identity
verification across our client base.
We continue to invest in our technology delivery capability,
strengthening our engineering functions to support increasingly
sophisticated solution delivery, supporting the business’s growth
objectives whilst maintaining the operational excellence.
Prospects
Law Debenture enters 2026 with good momentum and our
differentiated structure continues to provide resilience in what is
expected to remain an uncertain external environment.
IPS is expected to deliver continued medium-term growth and
maintain its strategic importance within the Group, in line with our
mid to high single digit growth target. We continue to invest in key IPS
growth areas, which involves transforming and future-proofing our
operating model through technology and modernising of services
to deliver even better outcomes for our clients. This is intended to
support sustained organic growth and help us gain further market
share.
From an equity market perspective, UK stocks remain attractively
valued relative to history and international peers. The recent
recovery in UK equity performance has been concentrated in
a relatively narrow selection of stocks and UK equity valuations
remain broadly in line with long term averages. Sentiment
continues to be influenced by political and economic uncertainty,
but our investment managers believe that there is a wealth of
UK companies which continue to offer a compelling opportunity
for both earnings growth and valuation re-rating. There are
many focused and well-managed businesses, operating within a
broadly stable backdrop, which are on track to deliver growth and
contribute to a revaluation of the UK market, with corresponding
capital appreciation for shareholders.
Law Debenture’s strategy is built to perform through a range of
market conditions. We are confident that the Group remains well
positioned to continue delivering our objectives to achieve long-term
capital growth in real terms and steadily increasing income.
On behalf of the Board, I would like to thank my colleagues across
the Group for their continued commitment and professionalism,
and our shareholders for their ongoing support.
Denis Jackson
Chief Executive Officer
10 March 2026
STRATEGIC REPORT
20 lawdebenture.com
IPS 5 Year Performance at a Glance
IPS net revenue and underlying PBIT – 5 year performance
Department
2020
£000
2021
£000
2022
£000
2023
£000
2024
£000
2025
£000
5yr Revenue
Variance
£000
5yr Revenue
Variance
%
Pensions 11,479 13,060 14,343 17,396 16,694 16,615 5,136 44.7%
Corporate trust 10,960 10,025
3
11,077
3
13,027
3
14,555
3
15,912 4,952 45.2%
Corporate services 12,055 18,501
1, 3
19,749
3
20,086
3
22,412
3
25,152 13,097 108.6%
IPS net revenue 34,494 41,586 45,169 50,509 53,661 57,679
2
23,185 67.2%
% Net Revenue growth 8.5% 20.6% 8.6% 11.8% 6.2% 7.5%
Statutory PBT (see Note 6) 12,227 13,340 14,421 15,936 15,284 17,704 5,477 44.8%
Underlying PBIT 12,198 13,440
4
14,459
4
14,772
4
15,700
4
16,659 4,460 36.6%
% Underlying PBIT growth 8.4% 10.2% 7.6% 2.2% 6.3% 6.1%
1 Includes revenue from the acquisition of the Company Secretarial Services business from Eversheds Sutherland (International) LLP.
2 This figure is included in the income statement by subtracting cost of sales of £9.0m from gross revenue of £66.7m.
3 2021-4 comparative reflect transfer of loan agency revenue from Corporate Services to Corporate Trust for comparability with 2025.
4 PBIT is stated on an underlying basis. Please refer to alternative performance measures on page 169 for reconciliation of statutory PBIT to underlying PBIT.
Additionally, in 2025 net interest on the defined benefit pension asset/liability has been included within net interest below PBIT. In all prior years interest on the pension
asset/liability was presented within admin expenses. To aid comparability of underlying PBIT across years, the net interest income/expense on the pension asset/
liability in prior years has also been represented within interest income/expense in the APMs (refer page 169), with prior years underlying PBIT represented on this
basis. This impacts APMs only. As the net pension interest is not material at the group level, no adjustment has been made in the primary financial statements.
5 YEAR IPS NET REVENUE
£’000s
Pensions
Year
Corporate Services*
Corporate Trust*
202520242021 20232022
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
5 YEAR UNDERLYING PROFIT BEFORE INTEREST AND TAX
Underlying PBIT
2022 2023 2024 20252021
8,000
9,000
10,000
11,000
12,000
13,000
14,000
15,000
16,000
17,000
18,000
£’000
Year
Source: Law Debenture as at 31 December 2025. Source: Law Debenture as at 31 December 2025.
IPS valuation
2020
£000
2021
£000
2022
£000
2023
£000
2024
£000
2025
£000
5yr growth
%
Underlying EBITDA
1
13,335 15,469 16,688 17,325 18,257 19,493 46.2%
Earnings multiple
1
9.4 10.7 10.4 10.7 10.7 10.7 13.9%
IPS fair value (excl. net assets) 125,349 165,985 174,174 185,063 194,505 208,665 66.5%
NAV adjustment: total value less net assets already included 112,407 135,885 148,376 160,836 187,395 202,524 80.2%
1 Underlying EBITDA is restated for 2021-2024 to reflect impact of pension credit interest. Refer APMs on page 170 for further details.
£’000s
Multiplex
IPS Underlying
1
EBITDA & applied Multiple
Multiple*
Year
Underlying EBITDA
1
202520242020 2021 20232022
0
5,000
10,000
15,000
20,000
25,000
2
4
6
8
10
IPS fair value (excl. net assets)
20252020 2021 2022 2023 2024
Year
£’000s
0
50,000
100,000
150,000
200,000
250,000
Source: Law Debenture as at 31 December 2025. Source: Law Debenture as at 31 December 2025.
1 Refer to alternative performance measures on page 169 for reconciliation from statutory EBITDA to underlying EBITDA.
Investment Strategy
The investment approach has not changed for many years,
but it has hopefully been improved with lessons learnt. There is
a relatively long list of stocks which allows for a blend of large,
medium and small companies. There are overseas holdings
where a similar company cannot be found in the UK market or
the overseas company is cheaper. Nearly 90% of the portfolio is in
UK quoted companies at present, as this is where we are finding
superior value despite concerns about the UK economy. The
belief behind portfolio construction is that genuine diversity in the
holdings is how capital is preserved in the long term.
We employ different approaches to how we look at potential
investments. Around 50% of the portfolio is in FTSE 100 companies.
These are, we believe, sound long-term investments and they
are often well-known companies that feature in other portfolios
with similar objectives. However, it is what you do differently
to others that makes you perform differently. Law Debenture’s
unique structure of cash-generative operating companies (IPS)
and an investment portfolio gives the opportunity to have a
wider range of investments and still produce an attractive level
of earnings. Therefore, unusually for an income growth trust,
there are investments that do not pay a dividend. Early-stage
small companies and operationally challenged large companies
feature. The small companies that succeed will give substantial
returns. Large companies with a recovery plan and determination
to implement it should, in time, return to paying dividends at a
considerably higher share price. The different strategies employed
to look at companies result in real diversification of underlying
operating activities. It does mean there are usually around 150
holdings and we do not go over 175. The absolute stock specific risk
is relatively low compared to the index, and we believe the diverse
blend of companies held will contribute, over time, to the better
performance of your Company.
Economic and market backdrop
The UK economy experienced slow but positive growth during
the year, with the second half virtually flat. This is not a bad
background for equity investment as it has allowed interest
rates to fall as inflation pressures subsided. It does make stock
picking more demanding as the dull economy does not bail
out companies that are failing to compete satisfactorily. Falling
interest rates over time can help the economy as corporates
become more confident about the operating environment and
therefore push forward with their expansion plans. Lower rates
can mean that consumers who are presently saving into deposit
accounts search for higher returns. It is a notable feature of the UK
economy that savings into deposit accounts are running at much
STRATEGIC REPORT
21
Investment Managers’ Review
higher levels than they did pre-Covid. This changing consumer
behaviour has been a dampener on economic activity in recent
years. The savings ratio can fall with further interest rate cuts
and as consumer confidence rebuilds. This can help the earnings
profiles of UK companies.
The slow economic growth has made for a reluctant bull market.
There is no euphoria and investors are risk averse in their stock
picking, preferring large companies over smaller ones and those
with a stable earnings outlook over more cyclical companies.
We have in recent years been building up the smaller company
exposure as valuations are undemanding. The high level of
corporate activity with agreed takeovers suggest that quoted
smaller companies are offering substantial value.
One Year Performance Review and Attribution
For the second year in a row, three of the top five absolute
contributors to performance were banks, as the sector continued to
benefit from higher interest rates boosting returns, while loan losses
remained subdued. We have taken modest profits in the sector, but
it remains 13% of the portfolio, as we see the potential for ongoing
attractive shareholder returns via dividends and share buybacks.
Also among the best performers were aerospace and defence
suppliers Rolls-Royce and Babcock. In both cases, we have taken
substantial profits on valuation grounds. Babcock, for example, at
calendar year end was trading on a low 20s current year P/E. This
would compare to a low teens P/E a few years ago, on earnings per
share that have also roughly doubled. While the outlook for defence
spending has undoubtedly changed in recent years, we see this as
now more priced into the shares at current levels.
The top five contributors to performance during the year
(in absolute terms) were:
Top five gains over one year
Stock £ Appreciation % Appreciation
Barclays £24.1m 77.5
Rolls-Royce £19.3m 80.7
HSBC £16.8m 49.3
Standard Chartered £12.4m 66.7
Babcock
£11.3m 117.6
Source: Law Debenture.
Note: % appreciation figures are share price only, not total return.
Having been among the best performers in 2024, in 2025 Flutter
Entertainment was the largest individual detractor. Flutter are among
the market leaders in the fast growing (and large) US market, but the
pace of legalisation has disappointed and there are concerns that
the prediction market, while currently small in size, could eat into their
addressable market over time. We took profits in the holding early in
the 2025 calendar year (at a higher share price), but in the second half
of the calendar year maintained the holding on the view that the US
market provides the potential for material earnings growth over time.
Among the detractors, building materials suppliers Ibstock and
Marshalls have been impacted by subdued UK housing building
activity. In both cases we gradually added to the holdings during
the year. Substantial fixed costs (for example kilns in the case of
Ibstock), mean that any disappointment on volumes has a substantial
impact on profitability. This can, however, work both ways and, on any
pick-up in building activity, earnings could recover materially. Morgan
Advanced Materials was similarly impacted by weak trading in some
of its end markets, resulting in a low operating margin of approximately
10% in 2025, compared to a medium-term target of 12-14%. On a
depressed earnings number, the shares currently trade on a lower
than historical average valuation of approximately 12x 2025 earnings.
As with Babcock, the best total returns can be made when earnings
and valuations recover. If we can buy a company on a lower valuation
than it historically trades at, on what we see as depressed earnings,
this presents the opportunity for a compelling total return (although we
will never be able to precisely forecast when end markets will turn). We
do, however, need to admit where we think we have got things wrong
and, in the case of advertising firm WPP, we sold the shares in April for
£5.7, realising a substantial loss. The shares ended the year at £3.38,
meaning the decision to sell limited realised losses. The reason for sale
was that WPP’s topline was declining faster than peers, leading us to
conclude that there may be a structural reason why peers such as
Publicis are taking market share at WPP’s expense.
The bottom five contributors to performance during the year
(in absolute terms) were:
Top five losses over one year
Stock Depreciation % Depreciation
Flutter Entertainment (£7.4m) (18.9)
Marshalls (£4.9m) (39.2)
Ibstock (£2.4m) (24.1)
Morgan Advanced Materials (£2.2m) (19.0)
WPP (no longer held)
(£2.2m) (31.0)
Source: Law Debenture.
Note: % depreciation figures are share price only, not total return.
STRATEGIC REPORT
22 lawdebenture.com
Investment Managers’ Review continued
Group NAV total return
1 year
%
3 years
%
5 years
%
10 years
%
NAV total return (with IPS at fair value and debt at par)
1
29.2% 58.6% 78.8% 184.5%
NAV total return (with debt and IPS at fair value)
1
28.4% 59.1% 96.6% 200.8%
FTSE Actuaries All-Share Index total return
2
24.0%
46.5% 73.9% 123.4%
1 NAV is calculated in accordance with AIC methodology, based on performance data held by Law Debenture including fair value of IPS business. NAV total return
with debt at par excludes the fair value of borrowings, whereas NAV total return with debt at fair value includes the fair value adjustment (see page 168).
2 Source: LSEG, London Stock Exchange Group, all references to ‘FTSE All-Share’ and ‘benchmark’ in this review refer to the FTSE Actuaries All-Share Index total
return.
Medium Term Performance
One of the advantages of the Law Debenture structure, with the
IPS business making a sizable contribution to the Trust’s overall
income, is that it allows us as portfolio managers to take a longer
time horizon in investing. For example, we have the flexibility to hold
low or zero dividend yield shares that we think have potential for
substantial sales and earnings growth over the medium term. The
uniqueness of the Trust structure allows us to hold these shares,
and importantly remain patient with them over the following
few years. We therefore think in time horizons longer than a
year and, while the focus of an annual report tends to be on the
past year, we also think it is important to take a step back and
examine medium-term performance (in this case we have used
threeyears).
Over the last three years, the Trust has generated a NAV total
return of 59% (with debt at par), compared to a 47% return from
the FTSE All-Share benchmark. If we examine what has driven
that performance, what stands out is that five of the top ten
contributors paid low or no dividends for at least some of the
three-year period (Rolls-Royce, M&S, Kier, Babcock and Flutter). We
would therefore have struggled to hold them in size in a traditional
income fund structure, which was trying to meet or beat the
benchmark dividend yield from the portfolio alone. These lower
dividend yield holdings have generated substantial capital growth
and, where we have taken profits along the way, this recycled
capital can then generate future income growth for the portfolio.
To give an example – the position in Rolls-Royce at the end of
December 2022 was worth £8.8m. As at the end of December 2025,
the holding was worth £18.7m - and along the way we have sold
£62m worth of shares.
The top ten absolute contributors over the last three years were:
Top ten contributors over three years
Stock
Contribution to
return (%)
Share price
total return (%)
Rolls-Royce 9.5 1150
Barclays 4.4 237
HSBC 4.0 184
Marks & Spencer 2.7 174
Standard Chartered
2.1 218
NatWest
2.0 194
Kier
1.9 304
Babcock
1.9 350
Flutter Entertainment
1.6 43
Tesco
1.6 121
Source: Janus Henderson Investors, Bloomberg as at 31 December 2025.
Portfolio income
Investment income received grew from £34.7m in 2024, to £40.3m
in 2025. This growth was partially driven by net investment during
the year, on which we provide further detail in the portfolio activity
section (below). Some of the specific sectors that were added to,
such as commercial property and infrastructure, pay a dividend
yield above that of the overall portfolio. We continue to have a total
return focus for the portfolio as a whole rather than targeting a
specific level of income generation.
Portfolio activity
During the year we were net investors of £53m. Despite this net
investment, the rise in the net asset value of the Company meant
that gearing was little changed on the year – it ended 2025 at 12%,
compared to 11% as at the end of 2024.
The UK was the biggest source of investment, with net investment of
£57m, as this was where we continued to see the most value. This
net investment took the UK weight at year end to 89.9%, modestly
higher than the 87.6% weight at the end of 2024 (which was already
a historically high level). While UK equities performed well in 2025,
they continue to trade at a substantial valuation discount to
overseas equities. As the chart below shows, UK equities trade at an
approximately 30% valuation discount on a non-sector adjusted basis,
and a roughly 20% discount on a sector-adjusted basis (which largely
reflects the lower weighting in the technology sector in the UK market).
UK FORWARD PRICE EARNINGS V REST OF WORLD
UK sector-unadjusted UK sector-adjusted
Rest of
world
0
2
4
6
8
10
12
14
16
18
20
Source: Panmure Gordon as at 2nd January 2026.
The valuation discount seen in the chart below also impacts
corporate activity, where we continue to see heightened interest for
UK companies from both financial and strategic buyers. This year
there were takeover offers for instrumentation equipment producer
Spectris, industrial chain manufacturer Renold, building materials
company Epwin and overseas consumer lender International
Personal Finance. The minimum takeover premium among these
shares was around 25%, with the maximum (Spectris) around 100%.
With the exception of IPF (where the position remains in the portfolio),
corporate activity was often the driver of sales activity during the
year, with the positions in Spectris, Renold and Epwin all subsequently
sold. For as long as the valuation discount on UK equities remains, we
would expect further corporate activity in the year ahead.
STRATEGIC REPORT
23
Investment Managers’ Review continued
The largest sale during the year was Rolls-Royce, which was
reduced for valuation reasons. A valuation metric we often use
in the industrial space is enterprise value (market capitalisation
plus debt) compared to revenue. A few years ago you could buy
Rolls-Royce for roughly 1x its turnover, as there were question
marks around its ability to generate cash, its level of indebtedness
and, during Covid, severe weakness in its aerospace end-markets.
Today, Rolls-Royce trades on approximately 5x turnover. It is seen
as better managed and its end-markets have improved, but its
valuation in our view now largely reflects this.
The largest purchases of the year included several commercial
property owners such as British Land and Segro. We also
added to several of the existing holdings in the sector, such as
Workspace and Hammerson. In our view, there is currently a
disconnect in the sector between the operating conditions, which
are generally strong with good levels of rental growth and (with
a few exceptions), low vacancies, and the share prices, which
are often trading at steep discounts to the latest book value. This
disconnect is likely due to the uncertainty surrounding government
bond yields, however if we see interest rates come down further
in 2026 (which we expect), we would hope that the gap between
fundamentals and share prices begins to narrow. Another area
that was added to in 2025 was infrastructure trusts, with new
holdings such as Greencoat UK Wind and HICL, with a similar
logic to commercial property – shares were trading at substantial
discounts while offering attractive dividend yields.
Outlook
After the rise of last year, aggregate valuations for companies
are obviously not as low as they were. However, they are still
below their long-term averages. Perhaps, more importantly,
expectations for earnings growth remain undemanding. It is
surpassing of expectations that drives valuations up. Therefore,
modest valuations and the possibility of better-than-expected
operating profits as a result of falling interest rates can counter the
concerns about geopolitical problems. The underlying macro-
economic problem of recent years has been inflation. Interest
rate increases have been the preferred Central Bank tool to fight
inflation. There is increasing evidence that inflation will fall as wage
pressure subsides and that, in turn, will allow interest rates to fall.
Low expectations, falling interest rates and modest valuations are
a combination that can lead to strong share prices. Therefore,
the intention is to remain a buyer of a diverse range of equities in
coming months.
James Henderson and Laura Foll
Investment managers
10 March 2026
STRATEGIC REPORT
24 lawdebenture.com
Investment Managers’ Review continued
Portfolio by sector
2025
Oil and gas 8.6%
Basic materials 6.1%
Consumer services 9.6%
Industrials 20.4%
Telecommunications 1.9%
Consumer goods 6.9%
Utilities 3.7%
Health care 5.8%
Financials 33.5%
Technology 1.5%
Sustainable energy 2.0%
Portfolio by sector
2024
Basic materials 5.0%
Oil and gas 8.8%
Consumer goods 8.4%
Health care 5.7%
Consumer services 13.9%
Utilities 3.5%
Financials 26.7%
Telecommunications 2.2%
Industrials 23.0%
Technology 1.8%
Geographical distribution
of Portfolio by value
2025
Geographical distribution
of Portfolio by value
2024
Japan 1.0%
Europe 4.5%
North America 4.4%
United Kingdom 90.2%
Europe 5.5%
North America 5.6%
United Kingdom 87.6%
Japan 1.3%
25
STRATEGIC REPORT
Portfolio by Sector and Value
STRATEGIC REPORT
26 lawdebenture.com
Fifteen Largest Holdings: Investment Rationale
as at 31 December 2025
Rank
2025 Company Location
% of
Portfolio
Approx
Market Cap.
Valuation
2024
£000
Purchases
£000
(Sales)
£000
Appreciation/
(Depreciation)
£000
Valuation
2025
£000
1. Barclays UK 4.07 £66.09bn 31,105 – – 24,094 55,199
Barclays is one of the largest lenders in the UK as well as owning a global investment bank. It trades at a lower valuation than many of its
banking sector peers because of scepticism that the investment bank can generate good returns. On evidence of better execution, it has
potential to re-rate further from its current valuation.
2. HSBC UK 3.75 £200.19bn 34,055 – – 16,805 50,860
HSBC is a large global lender and financial services business. It provides geographic diversification to the portfolio while becoming more
focused on geographies where they are among the market leaders.
3. Shell UK 2.52 £156.19bn 30,950 – – 3,294 34,244
Shell is a vertically integrated oil & gas company with significant exposure to natural gas within its production mix. The business is highly
cash generative at current commodity prices, allowing attractive cash returns to shareholders as well as funding significant capital
expenditure.
4. Rio Tinto UK 2.32 £68.01bn 17,711 6,922 – 6,830 31,463
Rio Tinto is a diversified miner with significant exposure to iron ore, copper and aluminium. As a result of its low position on the cost curve, it
is able to remain cash generative despite volatility in commodity prices and pays an attractive dividend yield.
5. GlaxoSmithKline UK 2.2 £74.23bn 22,074 – – 7,848 29,922
GSK is a global pharmaceutical company that is among the market leaders in areas such as vaccines and HIV. The shares trade at a
valuation discount to global pharmaceutical peers that in our view is unjustified.
6. Standard Chartered UK 2.06 £41.33bn 18,642 – (3,102) 12,425 27,965
A global bank providing international banking and financial services, with a particular focus on emerging markets. The position provides
geographic diversification for the portfolio as well as being positively exposed to higher global interest rates.
7. BP UK 1.82 £65.7bn 22,398 – – 2,269 24,667
BP is a vertically integrated oil & gas company. Similar to Shell it is highly cash generative at current commodity prices, providing optionality
for the company to fund significant capital expenditure, return cash to shareholders via an attractive dividend yield and pay down debt.
8. Flutter Entertainment UK 1.66 £27.57bn 39,368 – (9,336) (7,450) 22,582
Flutter is a global gambling provider and owner of brands such as Paddy Power and Betfair. It is successfully rolling out in the US as states
gradually legalise gambling, providing a potential route to substantial earnings growth in the long term.
9. Balfour Beatty UK 1.44 £3.53bn 12,572 – – 7,027 19,599
The Company provides civil and specialist engineering and management services. They work on a range of projects including roads,
railways, schools, military housing and airports. The UK accounts for more than 50% of total revenues. They are the leading company in their
field of activity with strong management disciplines which has seen them through in a volatile time.
10.
National Grid UK 1.42 £56.86bn 16,051 – – 3,252 19,303
National Grid is a regulated utility company with operations in both the UK and the US. The need to reduce global carbon emissions is likely
to increase demands on electricity networks and this could lead to faster regulated asset growth in future, driven by the need to increase
grid capacity. The position brings defensive qualities and continues to pay an attractive dividend yield.
STRATEGIC REPORT
27
Fifteen Largest Holdings: Investment Rationale continued
as at 31 December 2025
Rank
2025 Company Location
% of
Portfolio
Approx
Market Cap.
Valuation
2024
£000
Purchases
£000
(Sales)
£000
Appreciation/
(Depreciation)
£000
Valuation
2025
£000
11. Rolls Royce UK 1.38 £89.69bn 23,881 – (24,464) 19,262 18,679
Rolls-Royce is a designer and manufacturer of engines for use across a number of end markets, most materially civil aerospace. They have
won significant market share on the next generation of wide-bodied planes, where flying hours have fully recovered (and now surpassed)
pre Covid levels. Under the current CEO they are reducing costs and have laid out ambitious medium-term goals for cash generation.
12. Lloyds Banking Group UK 1.37 £56.34bn 5,478 5,619 – 7,569 18,666
The Company provides retail banking, mortgages, pensions, asset management, insurance and treasury services. It is focused in the UK with
branches and offices across the nation. The balance of different banking activities brings a greater consistency of earnings than usually
associated with banking.
13. NatWest UK 1.37 £52.27bn 13,068 – (1,907) 7,415 18,576
The Bank, formerly known as the Royal Bank of Scotland, is the largest commercial bank in the UK. They offer a comprehensive range of
banking products. The strong management disciplines place them well to grow and use their financial strength.
14. Cummins USA 1.31 £44.3bn 13,089 – – 4,713 17,802
The Company designs, manufactures, distributes and services diesel and natural gas engines as well as power generation systems used,
for example, in data centres where demand is growing strongly. 55% of the Company’s revenues come from the US with the rest spread
around the globe. They are the global leader in their field of activity.
15. Aviva UK 1.3 £20.44bn 12,058 – – 5,549 17,607
The Company provides all classes of general and life assurances including fire, motor, marine, aviation and transport insurance. They also
offer a variety of financial services including long-term savings and fund management. They recently bought Direct Line and will bring their
strong underwriting disciplines and marketing to the expanded group.
STRATEGIC REPORT
28 lawdebenture.com
Classification of Investments
based on market values as at 31 December 2025
UK
%
North
America
%
Europe
%
Rest of
the world
%
Total
2025
%
Total
2025
£000
Total
2024
%
Total
2024
£000
Oil & Gas
Alternative Energy 1.39 – – – 1.39 18,928 1.01 10,594
Oil & gas producers 4.8 0.84 – – 5.64 76,620 6.69 69,906
Oil equipment services & distribution 1.52 – – – 1.52 20,616 1.08 11,264
7.71 0.84 – – 8.55 116,164 8.78 91,764
Basic Materials
Chemicals 0.95 – 0.07 – 1.02 13,736 1.18 12,307
Forestry & paper 0.5 – – – 0.5 6,812 – –
Mining 3.75 0.56 – 0.26 4.57 61,958 3.79 39,503
5.2 0.56 0.07 0.26 6.09 82,506 4.97 51,810
Industrials
Aerospace & defence 4.93 – 0.23 – 5.16 69,860 5.84 60,988
Construction & materials 5.76 – – – 5.76 78,109 5.99 62,309
Electronic & electrical equipment 1.09 – 1.02 – 2.11 28,665 2.33 24,347
Industrial engineering 2.94 1.31 – – 4.25 57,656 4.56 47,508
Industrial transportation 0.06 –
– – 0.06 800 0.32 3,331
Support services 2.78 – 0.15 – 2.93 39,812 3.43 35,622
Waste & environmental services & equipment 0.1 – – – 0.1 1,364 0.19 1,996
17.66 1.31 1.4 – 20.37 276,266 22.66 236,101
Consumer Goods
Automobiles & parts 0.1 0.84 – 0.97 1.91 25,890 2.93 30,421
Beverages – – – – – – 0.14 1,422
Food & drug retailers 1.2 – – – 1.2 16,358 1.79 18,609
Food producers 1.9 – 0.11 – 2.01 27,257 1.36 14,203
Household goods & home construction 1.74 – – – 1.74 23,684 2.02 20,990
Leisure goods – – – – – – 0.14 1,486
4.94 0.84 0.11 0.97 6.86 93,189 8.38 87,131
Health Care
Health care equipment & services 1.52 – – – 1.52 20,656 1.1 11,444
Pharmaceuticals & biotechnology 2.75 0.8 0.73 – 4.28 58,235 4.55 47,351
4.27 0.8 0.73 – 5.8 78,891 5.65 58,795
Consumer Services
General retailers 3.78 – – – 3.78 51,362 4.48 46,747
Media 1.2 – – – 1.2 16,453 2.55 26,633
Travel & leisure 3.61 – 1.01 – 4.62 62,760 6.84 71,226
8.59 – 1.01 – 9.6 130,575 13.87 144,606
Telecommunications
Fixed line telecommunications 1.08 – – – 1.08 14,724 1.35 14,045
Mobile telecommunications 0.8 – – – 0.8 10,877 0.88 9,174
1.88 – – – 1.88 25,601 2.23 23,219
Utilities
Electricity 1.4 – – – 1.4 19,040 0.49 5,119
Gas, water & multiutilities 2.31 – – – 2.31 31,435 3.01 31,370
3.71 – – – 3.71 50,475 3.5 36,489
Financials
Banks 12.62 – – – 12.62 171,266 10.22 106,620
Equity investment instruments 3 – – – 3 40,715 3.19 33,187
Financial services 5.68 – 0.17 – 5.85 79,318 3.67
38,169
Life insurance/assurance 4.05 – – – 4.05 54,999 3.31 34,472
Nonlife insurance 2.02 – 0.24 – 2.26 30,691 2.47 25,628
Real estate investment trusts 5.27 – 0.13 – 5.4 73,289 3.67 38,269
Real estate investments & services 0.41 – – – 0.41 5,565 0.17 1,722
33.05 – 0.54 – 33.59 455,843 26.7 278,067
Technology
Advanced medical equipment & technology 0.62 – – – 0.62 8,450 0.76 7,943
Software & computer services – – 0.44 – 0.44 5,966 0.51 5,336
Technology hardware & equipment 0.31 – 0.19 – 0.5 6,800 0.51 5,333
0.93 – 0.63 – 1.56 21,216 1.78 18,612
Other
Sustainable energy 1.99 – – – 1.99 26,919 1.48 15,445
1.99 – – – 1.99 26,919 1.48 15,445
TOTAL 2025 89.93 4.35 4.49 1.23 100 1,357,645 100.00
TOTAL 2024 87.57 5.64 5.52 1.27 – – 100.00
1,042,039
The above table excludes bank balances and short-term deposits.
–
STRATEGIC REPORT
29
29
STRATEGIC REPORT
Richard Knight
‘ Harmony in Growth’
STRATEGIC REPORT
30 lawdebenture.com
Portfolio Valuation
based on market values as at 31 December 2025
Holding name Country Region Sector Industry £000 % of
Portfolio
Barclays UK UK Financials Banks 55,199 4.07
HSBC UK UK Financials Banks 50,860 3.75
Shell UK UK Oil & Gas Oil & gas producers 34,244 2.52
Rio Tinto UK UK Basic Materials Mining 31,463 2.32
GlaxoSmithKline UK UK Health Care Pharmaceuticals & biotechnology 29,922 2.2
Standard Chartered UK UK Financials Banks 27,965 2.06
BP UK UK Oil & Gas Oil & gas producers 24,667 1.82
Flutter Entertainment UK UK Consumer Services Travel & leisure 22,582 1.66
Balfour Beatty UK UK Industrials Construction & materials 19,599 1.44
National Grid UK UK Utilities Gas, water & multiutilities 19,303 1.42
Rolls Royce UK UK Industrials Aerospace & defence 18,679 1.38
Lloyds Banking Group UK UK Financials Banks 18,666 1.37
NatWest UK UK Financials Banks 18,576 1.37
Cummins USA North
America
Industrials Industrial engineering 17,802 1.31
Aviva UK UK Financials Life insurance/assurance 17,607 1.3
Senior UK UK Industrials Aerospace & defence 17,594 1.3
Prudential UK UK Financials Life insurance/assurance 17,557 1.29
J Sainsbury UK UK Consumer Services General retailers 17,388
1.28
Kingfisher UK UK Consumer Goods Household goods & home
construction
17,342 1.28
M & G UK UK Financials Financial services 17,184 1.27
IMI UK UK Industrials Industrial engineering 17,105 1.26
Kier UK UK Industrials Construction & materials 16,927 1.25
Boku UK UK Industrials Support services 16,467 1.21
Tesco UK UK Consumer Goods Food & Drug Retailers 16,358 1.2
Marks & Spencer UK UK Consumer Services General retailers 15,816 1.16
Anglo American UK UK Basic Materials Mining 14,934 1.1
BT Group UK UK Telecommunications Fixed Line Telecommunications 14,724 1.08
Herald Investment Trust UK UK Financials Equity investment instruments 14,430 1.05
International Consolidated Airlines UK UK Consumer Services Travel & leisure 14,238 1.05
Hill & Smith UK UK Industrials Industrial engineering 14,211 1.04
Johnson Matthey UK UK Other Sustainable Energy 13,845 1.02
Irish Continental Group Ireland Europe Consumer Services Travel & leisure 13,712 1.01
Schroders UK UK Financials Financial services 13,635 1
Ceres Power UK UK Oil & Gas Oil equipment services & distribution 13,545 1
Land Securities UK UK Financials Real estate investment trusts 13,509 1
Shaftesbury Capital UK UK Financials Real estate investment trusts 13,394 0.99
Toyota Motor Corporation Japan Japan Consumer Goods Automobiles & parts 13,111
0.97
Hiscox UK UK Financials Nonlife insurance 12,872 0.95
BAE Systems UK UK Industrials Aerospace & defence 12,855 0.95
IP Group UK UK Financials Financial services 12,502 0.92
Babcock UK UK Industrials Aerospace & defence 12,444 0.92
Severn Trent UK UK Utilities Gas, water & multiutilities 12,132 0.89
STRATEGIC REPORT
31
Portfolio Valuation continued
based on market values as at 31 December 2025
Holding name Country Region Sector Industry £000 % of
Portfolio
British Land Company UK UK Financials Real estate investment trusts 12,078 0.89
International Personal Finance UK UK Financials Financial services 12,051 0.89
Cranswick UK UK Consumer Goods Food producers 11,829 0.87
Infineon Technologies Germany Europe Industrials Electronic & electrical equipment 11,673 0.86
General Motors USA North
America
Consumer Goods Automobiles & parts 11,468 0.84
Associated British Foods UK UK Consumer Goods Food producers 11,167 0.82
Ibstock UK UK Industrials Construction & materials 11,023 0.81
Morgan Advanced Materials UK UK Industrials Electronic & electrical equipment 10,900 0.8
Vodafone UK UK Telecommunications Mobile telecommunications 10,877 0.8
Reckitt Benckiser Group UK UK Health Care Health care equipment & services 10,504 0.77
Hammerson UK UK Financials Real estate investment trusts 10,491 0.77
Phoenix Group Holdings UK UK Financials Life insurance/assurance 10,311 0.76
Smith & Nephew UK UK Health Care Health care equipment & services 10,152 0.75
ITV UK UK Consumer Services Media 10,088 0.74
Greencoat UK Wind UK UK Utilities Electricity 9,800 0.72
Chesnara UK UK Financials Life insurance/assurance 9,524 0.7
Dunelm UK UK Consumer Services General retailers 9,362 0.69
Johnson Service Group UK UK Industrials Support services 9,219
0.68
VH Global Energy Infrastructure UK UK Other Sustainable Energy 9,184 0.68
AFC Energy UK UK Oil & Gas Alternative Energy 9,120 0.67
Segro UK UK Financials Real estate investment trusts 9,003 0.66
Marshalls UK UK Industrials Construction & materials 8,765 0.65
SSE UK UK Utilities Electricity 8,716 0.64
Workspace Group UK UK Financials Real estate investment trusts 8,657 0.64
Scottish Oriental Smaller
Companies Trust
UK UK Financials Equity investment instruments 8,656 0.64
Weir Group UK UK Industrials Industrial engineering 8,538 0.63
Oxford Nanopore Technologies UK UK Technology Advanced Medical Equipment &
Technology
8,450 0.62
HICL Infrastructure UK UK Financials Equity investment instruments 8,134 0.6
SigmaRoc UK UK Industrials Construction & materials 8,126 0.6
Vanquis Banking Group UK UK Financials Financial services 7,916 0.58
Whitbread UK UK Consumer Services Travel & leisure 7,899 0.58
Standard Life Aberdeen UK UK Financials Financial services 7,703 0.57
Freeport-McMoran USA North
America
Basic Materials Mining 7,537 0.56
Haleon UK UK Health Care Pharmaceuticals & biotechnology 7,488 0.55
Elementis UK UK Basic Materials Chemicals 7,486 0.55
Sabre Insurance Group UK UK Financials Nonlife insurance 7,475 0.55
Beazley UK UK Financials
Nonlife insurance 7,072 0.52
ITM Power UK UK Oil & Gas Oil equipment services & distribution 7,072 0.52
Mondi UK UK Basic Materials Forestry & paper 6,812 0.5
Accsys Technologies UK UK Industrials Construction & materials 6,617 0.49
STRATEGIC REPORT
32 lawdebenture.com
Portfolio Valuation continued
based on market values as at 31 December 2025
Holding name Country Region Sector Industry £000 % of
Portfolio
Bristol-Myers Squibb USA North
America
Health Care Pharmaceuticals & biotechnology 6,606 0.49
Zigup UK UK Industrials Support services 6,386 0.47
Gibson Energy Canada North
America
Oil & Gas Oil & gas producers 6,334 0.47
Roche Switzerland Europe Health Care Pharmaceuticals & biotechnology 5,960 0.44
Inchcape UK UK Industrials Support services 5,764 0.42
Invinity Energy Systems UK UK Oil & Gas Alternative Energy 5,586 0.41
Great Portland Estates UK UK Financials Real estate investments & services 5,565 0.41
Easyjet UK UK Industrials Aerospace & defence 5,104 0.38
Oxford Sciences Innovation UKULM UK Financials Financial services 5,000 0.37
Rathbones Group UK UK Financials Equity investment instruments 4,820 0.36
Croda UK UK Basic Materials Chemicals 4,715 0.35
3I INFRASTRUCTURE UK UK Financials Equity investment instruments 4,675 0.34
Air Products and Chemicals Canada North
America
Oil & Gas Oil & gas producers 4,584 0.34
Halfords UK UK Consumer Services General retailers 4,578 0.34
Bellway UK UK Consumer Goods Household goods & home
construction
4,528 0.33
Castings UK UK Industrials Construction & materials 4,431 0.33
Derwent London UK UK Financials Real estate investment trusts 4,345 0.32
Marstons UK UK
Consumer Services Travel & leisure 4,329 0.32
Ondine Biomedical Canada North
America
Health Care Pharmaceuticals & biotechnology 4,254 0.31
Ilika UK UK Oil & Gas Alternative Energy 4,222 0.31
Vertu Motors UK UK Consumer Services General retailers 4,218 0.31
Sanofi France Europe Health Care Pharmaceuticals & biotechnology 4,005 0.29
TT Electronics UK UK Industrials Electronic & electrical equipment 3,912 0.29
Gelion UK UK Other Sustainable Energy 3,890 0.29
Valterra Platinum UK UK Basic Materials Mining 3,553 0.26
Serica Energy UK UK Oil & Gas Oil & gas producers 3,492 0.26
Jubilee Metals Group UK UK Basic Materials Mining 3,355 0.25
Siemens Germany Europe Technology Software & computer services 3,307 0.24
Munchener Rueckver Germany Europe Financials Nonlife insurance 3,272 0.24
Reach UK UK Consumer Services Media 3,185 0.23
Safran France Europe Industrials Aerospace & defence 3,184 0.23
Next Fifteen Communications
Group
UK UK Consumer Services Media 3,180 0.23
Tate & Lyle UK UK Consumer Goods Food producers 2,810 0.21
SAP Germany Europe Technology Software & computer services 2,659 0.2
Hercules Site Services UK UK Industrials Construction & materials 2,621 0.19
ASML Netherlands Europe Technology Technology hardware & equipment 2,591 0.19
XP Power UK
UK Technology Technology hardware & equipment 2,456 0.18
Deutsche Boerse Germany Europe Financials Financial services 2,282 0.17
SGS Switzerland Europe Industrials Support services 1,976 0.15
Seascape Energy Asia UK UK Oil & Gas Oil & gas producers 1,950 0.14
STRATEGIC REPORT
33
Portfolio Valuation continued
based on market values as at 31 December 2025
Holding name Country Region Sector Industry £000 % of
Portfolio
Watkin Jones UK UK Consumer Goods Household goods & home
construction
1,814 0.13
Grit Real Estate Income Group Guernsey Europe Financials Real estate investment trusts 1,812 0.13
Renishaw UK UK Technology Technology hardware & equipment 1,753 0.13
Nestle Switzerland Europe Consumer Goods Food producers 1,451 0.11
Windar Photonics UK UK Industrials Waste & Environ Svcs & Equip 1,364 0.1
Surface Transforms UK UK Consumer Goods Automobiles & parts 1,311 0.1
Kone Finland Europe Industrials Electronic & electrical equipment 1,184 0.09
First Tin UK UK Basic Materials Mining 1,116 0.08
Arbuthnot Banking Group UK UK Financials Financial services 1,045 0.08
ASM International Netherlands Europe Industrials Electronic & electrical equipment 996 0.07
DSM-Firmenich Netherlands Europe Basic Materials Chemicals 903 0.07
Logistics Development Group UK UK Industrials Industrial transportation 800 0.06
Kistos UK UK Oil & Gas Oil & gas producers 788 0.06
Carclo UK UK Basic Materials Chemicals 632 0.05
Ampeak Energy UK UK Utilities Electricity 524 0.04
Gran Tierra Energy Canada North
America
Oil & Gas Oil & gas producers 464 0.03
Indus Gas UK UK Oil & Gas Oil & gas producers 48 0.01
Deltic Energy UK UK Oil & Gas Oil & gas producers
48 0.01
Allied Minds (delisted) UK UK Financials Financial services
–
–
Better Cap (delisted) UK UK Financials Equity investment instruments – –
Interserve (delisted) UK UK Industrials Support services – –
Morses Club (delisted) UK UK Financials Financial services – –
Saietta Group (delisted) UK UK Consumer Goods Automobiles & parts – –
1,357,645 100.00
In accordance with listing rule 11.7.8, The Law Debenture Corporation p.l.c. announces that it has no investments in other UK listed investment companies that
require to be disclosed.
Changes in Geographical Distribution
Region
Valuation
31 December
2024
£000
Purchases
£000
Costs of
acquisition
£000
Sales
proceeds
£000
Appreciation/
(Depreciation)*
£000
Valuation
31 December
2025*
£000
Geographical
split at
31 December
2025
%
United Kingdom 912,514 172,304 (818) (114,546) 255,064 1,224,518 90.2%
North America 58,771 1,800 – – (1,522) 59,049 4.3%
Europe 57,521 12,249 (13) (18,020) 9,230 60,967 4.5%
Japan 13,233 – – – (122) 13,111 1.0%
Other – – – – – – 0.0%
1,042,039 186,353 (831) (132,566) 262,650 1,357,645
100.0%
* Please refer to note 2 - net capital gain/(loss) on investments on page 138 and note 13 - investments on page 146.
STRATEGIC REPORT
34 lawdebenture.com
Company Overview
Who we are
From its origins in 1889, Law Debenture has diversified to become a
Group which provides our shareholders, clients and people with a
unique combination of a Portfolio and an Independent Professional
Services (‘IPS’) business.
Our purpose and objective
Our purpose is to deliver peace of mind for our shareholders, clients
and people. This is central to our strategy, both at the Portfolio and
IPS levels, and underpins the way we think and behave every day.
Our objective as an investment trust is to achieve long-term
capital growth in real terms and steadily increasing income.
The aim is to achieve a higher rate of total return than the FTSE
Actuaries All-Share Index through investing in a diversified portfolio
of stocks and ownership of the IPS business.
To our IPS clients we are trusted, independent
experts who have 136 years of experience to call
on in delivering vital aspects of their business
cycle.
Our purpose and objective are underpinned by our
corporate values of:
• We believe it’s possible.
• We make change happen.
• We are better together.
• We never stop learning.
Our culture
Our purpose and values are central to our
objective. They are reinforced by our culture
as a business, which is one of excellence,
independence and trust.
The Board endorses our purpose and values and is
responsible for ensuring that our culture is aligned
with our strategy by assessing, monitoring and
challenging the same where appropriate. The Board
discharges this duty by reviewing the relevant
policies, practices and behaviours throughout the
business including its own conduct as a Board and
of its individual directors and by ensuring our stated
purpose, values and objectives are reflected in its
discussions and decision-making.
Some of the ways in which the Board monitors the Group’s culture,
with the assistance of its Committees, senior managers and external
advisers, are by reviewing:
• reports on the results of our quarterly eNPS surveys;
• reports on stakeholder engagement as described on page 48
and our Section 172(1) Statement on pages 48 to 51;
• reports on risk management, internal controls, internal audits,
compliance, anti-bribery and whistleblowing arrangements;
• cyclical presentations from our Business and Department Heads
at each Board meeting;
• feedback from our key external advisers such as our external
auditors and investment managers on their relationship with the
relevant teams within the business;
• reports on the diversity and inclusion of the Board and the IPS
business and oversight of the statistics set out in the ESG section
on pages 56 and 57; and
• Board, Committee and individual directors’ performance
evaluations, the process and outcome of which is set out on
page 77.
We continue to hold annual culture weeks to embed, share and
celebrate our values as a business.
We believe the culture of the Group is strong and a
contributing factor to our consistent performance
in challenging market conditions.
Our strategy – implementation
Our strategy is centred around the unique
combination of the Portfolio and our IPS business.
Whilst overseen by the Board, the IPS business
operates independently from the Portfolio.
The IPS business provides a reliable source of
revenue to the investment trust. This supports the
dividend and ensures our investment managers
are not constrained to choosing stocks solely
based on yield. Instead, the investment managers
benefit from increased flexibility in stock selection
supporting the delivery of long-term capital
growth.
Our unique structure is also tax efficient as some
tax relief, arising from excess costs and interest
payments which would otherwise be unutilised,
can be passed from the Portfolio to the UK via
Group Relief business reducing the tax liability for
the Group and increasing shareholder returns.
The way in which we implemented the investment
strategy during 2025 is described in more detail in
the investment managers’ review on pages 21 to 24.
Annual performance is set out on pages 2 to 33, which contain
tables, charts and data to explain performance both during the
year under review and over the long-term. Performance against
KPIs is discussed on page 38.
Our unique
structure allows
our investment
managers to
focus on capital
generation,
while knowing
that historically
approximately
one-third of the
Trust’s income has
been provided by
the IPS business.
STRATEGIC REPORT
35
Company Overview continued
Our business model
Our business model is designed to position the Company for optimal performance in the AIC UK Equity Income investment trust sector.
Law Debenture’s shares are intended for private investors in the UK (retail investors), professionally advised private clients and
institutionalinvestors. When choosing an equity focused investment trust, shareholders typically accept the risk of exposure to
equitiesbut hope that the pooled nature of an investment trust portfolio will give some protection from the volatility in share price
movements that can affect individual equities.
Total Shareholder Return
PORTFOLIO
• Invests in a diverse equity portfolio
• Earns capital returns and dividends
• Low ongoing charges
INDEPENDENT PROFESSIONAL SERVICES
• Trusted provider of independent governance
services, generating recurring revenue.
• Profits provide the investment trust with an
additional revenue stream.
• Tax efficient
PORTFOLIO
• The Portfolio will typically contain over 70 and up to 175 stocks, the maximum permitted.
• The Portfolio is diversified in order to spread investment risk with no obligation to hold shares in any particular type of company or
industry.
• The IPS business does not form part of the Portfolio.
Whilst performance is measured against the FTSE Actuaries All-Share Index, the composition of the index does not influence
the construction of the Portfolio. As a consequence, it is expected that the Portfolio and performance will deviate from the
comparatorindex.
INDEPENDENT PROFESSIONAL SERVICES
Operating through a number of wholly owned subsidiary companies (see note 13 to the accounts), we provide pension trustee
executives, outsourced pension services, corporate trust services and corporate services to companies, agencies, organisations and
individuals throughout the world. The services are provided through offices in the UK, Dublin, New York, Delaware, Hong Kong and the
Channel Islands.
Group employees are employed by L.D.C. Trust Management Limited (‘LDCTM’) and Safecall Limited (in the UK) or a locally incorporated
entity (in the overseas jurisdictions). As part of their duties, a number of the employees provide services to the investment trust and a
proportion of their time and related overheads are recharged to the trust, forming part of the ongoing charges.
More details about the performance of the IPS business in 2025 are given in the Chief Executive Officer’s review on pages 11 to 19.
STRATEGIC REPORT
36 lawdebenture.com
Company Overview continued
Our strategy – guidelines
The Board sets the investment strategy and actively monitors
both the investment managers’ and Executive Leadership team’s
adherence through a series of guidelines and parameters in each
scheduled Board meeting. The strategy is reviewed periodically to
ensure we deliver on our objective.
Investments
Permitted types of
investments are:
• Equity Shares
• Cash/Liquid Assets
Restrictions:
• Trading is not permitted in suspended shares or short positions
• No more than 15% of gross assets will be invested in other UK listed
investmenttrusts
• No more than 175 stocks
• No investment may be made which raises the aggregate value of the largest
20holdings, excluding holdings in collective investment vehicles that give
exposure to Japan, Asia/Pacific or emerging market regions, to more than
40%ofthe Portfolio, including gilts and cash
• The value of a new acquisition in any one holding may not exceed 5% of the
total Portfolio value (including cash) at the time the investment is made
• Further additions shall not cause a single holding to exceed 5%, and Executive
approval must be sought (to be reported at the next Board meeting), to retain
a holding should its value increase above the 5% limit
• No investment in any investment vehicle managed or advised by Janus
Henderson shall be made without prior Board approval
• No investment other than in equity shares quoted on a major international
Stock Exchange (including AIM for the avoidance of doubt) or instruments
convertible into the same may be made without prior Executive approval
• The Company may not make investments in unlimited liability companies
The current regional
parameters are:
Minimum
%
Maximum
%
United Kingdom 55 100
North America 0 20
Continental Europe 0 20
Japan 0 10
Asia/Pacific 0 10
Other (including South America) 0 10
Derivatives
May be used with prior authorisation of the Board
Hedging
Currency hedges may be put in place with Board approval to protect against foreign exchange
movements on the capital and income accounts
Stock-lending
Up to 30% of the market value of the Portfolio may be lent
Gearing
A ceiling on net gearing of 50% is applied. Typically net gearing, (i.e. gearing net of cash), is between 10%
and 20% of the total Trust value. The Board retains the ability to reduce equity exposure so that net cash is
above 10% if deemed appropriate. Refer to page 168 for calculation of gearing
Daily dealing limit
Net purchases in any dealing day are to be limited to £30 million unless prior Executive approval is obtained
Underwriting
Permitted capital at risk up to 5% of the value of the Portfolio
Corporate approval
Where indicated, the investment managers must obtain prior approval to exceed permitted limits either
through Board or Executive approval. Executive approval shall be the approval of either the Board Chair or
the Chief Executive Officer. The Board may make non-material adjustments or changes to the investment
policy from time to time. Any changes to the investment policy, which the Board deem to be material,
require prior shareholder approval
STRATEGIC REPORT
37
Company Overview continued
Agreement with the investment managers
The appointed investment managers are Janus Henderson
Investors (JHI). James Henderson and Laura Foll are the individuals
from JHI that deal with the day to day portfolio management.
On a fully discretionary basis, our investment managers are
responsible for implementing the Company’s investment strategy.
The contract is terminable by either side on six months’ notice.
The agreement with Janus Henderson does not cover custody,
which is the responsibility of the depositary (see section on
regulatory compliance in the Directors’ Report, page 67). It
also does not cover the preparation of data associated with
investment performance or record keeping, both of which remain
the responsibility of the Company.
Fee structure and ongoing charges
Investment trusts are required to publish their ongoing charges
ratio. This is the cost of operating the trust and includes the
investment management fee, depositary and custody fees,
investment performance data, accounting, company secretary and
related back office administrative people and insurance costs.
The Group continues to have one of the more competitive
fee structures in the UK Equity Income Sector. The investment
management fee is charged at 0.30% p.a. of the net assets of the
Group (excluding the net assets of IPS), calculated on the basis
adopted in the audited financial statements. The management
charge reduces to 0.275% for net assets over £1.5bn and 0.25% for
assets over £2.5bn. The ongoing charges are 0.56%.
No performance fee is paid to the investment manager.
Reappointment of the investment managers
On an annual basis, at a minimum, the Board assesses whether
the investment managers should be reappointed. The key criterion
for assessment is the long-term performance of the Portfolio.
Given Janus Henderson’s proven record of performance, and the
competitive fee arrangements in place, the Board has concluded
that the continued appointment of our existing investment
managers remains in the interests of our shareholders.
Gearing and long-term borrowing
Investment trusts have the benefit of being able to ‘gear’ their
portfolios according to market conditions. This means that they can
raise debt (either short or long-term) to generate funds for further
investment. These funds can be used to increase the size of the
Portfolio. Alternatively, assets from within the Portfolio can be sold
to reduce debt and the Portfolio can even be ‘negatively geared’.
This means selling assets to hold cash so that less than 100% of the
Company’s assets are invested in equities. At 31 December 2025,
our gearing was 12% (2024: 11%) (refer page 168).
The Group has four debentures (long dated sterling denominated
financing) details of which are on page 157. The weighted average
interest payable on the debentures is 3.96% (2024: 3.96%).
During the year, the Group made arrangements to put in place
a £50m term loan and £50m revolving credit facility for a 3-year
term. Interest is charged at Sterling Overnight Index Average
(‘SONIA’) plus 140bp margin.
The fair value of borrowings held by the Group is disclosed in note
20 to the accounts. The fair value calculation of all borrowings
benchmarks the Group debt against A-rated UK corporate bond
yields.
Capital structure
Law Debenture has one class of share – ordinary shares – and
each share has the same rights as every other share.
The Company conducts its affairs so that its ordinary shares
are capable of being recommended by independent financial
advisers to retail investors in accordance with relevant FCA rules.
We consider our ordinary shares to be mainstream investment
products because they are shares in an investment trust. The
Company intends to continue conducting its affairs for the
foreseeable future so that the ordinary shares can continue to be
categorised as a mainstream investment.
Transparency
In order to assist shareholders in understanding the nature of the
underlying investments they are buying into when investing in
Law Debenture’s shares, we publish our NAV on a daily basis. We
also publish the entire Portfolio monthly, with additional monthly
updates on the composition of the top ten holdings in the Portfolio.
Future trends and factors
Law Debenture will continue to strive to deliver its business
objectives for both the Portfolio and the IPS business.
The Chairman’s statement, the CEO’s review and the investment
managers’ review (all of which form part of this Strategic Report)
set out the Company’s views on future developments.
Performance and related data
Pages 6 and 21 to 24, which contain performance and related
data, form part of this Strategic Report.
STRATEGIC REPORT
38 lawdebenture.com
Company Overview continued
Key performance indicators (KPIs) and
alternative performance measures
The KPIs used to measure the progress and performance of the
investment trust are:
• NAV total return with IPS and debt at fair value (combining
the capital and income returns of the Group) and how this
compares,over various time intervals, with relevant indices;
• the discount/premium in share price to NAV; and
• the costs and ongoing charges of running the Portfolio as a
percentage of its value.
Since the objective of the investment trust is measurable solely in
financial terms, the Board does not consider that it is appropriate
to adopt non-financial KPIs for the Group. The financial measures
adopted as KPIs are part of our financial reporting obligations.
NAV total return with IPS and debt at fair value
1 year 3 years 5 years 10 years
28.4% 59.1% 96.6% 200.8%
(Discount)/premium
31 December 2025 31 December 2024
Year end (2.5%) 2.4%
High for year 3.6% 3.0%
Low for year (4.2%) (5.9%)
Ongoing charges ratio
Year ended 31 December 2025 Year ended 31 December 2024
0.56% 0.51%
Alternative Performance Measures as defined under ESMA
guidelines have been adopted and these are described in detail
on pages 167 and 170.
Share price and NAV
Investment trusts can trade at a discount (where the share price
is lower than the combined value (‘NAV’) of the underlying assets),
or at a premium (where the share price trades at a higher level
than the underlying NAV). Investment trust investors need to
understand these concepts as well as examine the underlying
portfolio and the way in which it is managed, to decide whether or
not an investment trust share price represents “good value”.
Law Debenture’s responsibilities as an
institutional shareholder
The Company recognises that, in delivering its objective to
produce long-term capital growth and a steadily increasing
income, it must ensure that its investment strategy is delivered
with due emphasis on the need to ensure that investee companies
are acting in accordance with accepted standards of corporate
governance. The Company has therefore adopted the following
policy.
We delegate stewardship activities within our investment portfolio
to our investment managers, whose preference as an active
manager, is to engage with management and boards to resolve
issues of concern rather than to vote against shareholder meeting
proposals. In their experience, this approach is more likely to be
effective in influencing company behaviour. However, where they
believe proposals are not in line with shareholder interests or
where engagement proves unsuccessful, they will vote against.
Our investment manager will normally support incumbent
management and vote in favour of resolutions proposed by the
boards of companies in which it has a shareholding, but will vote
against management or withhold a vote where appropriate.
The Board determines the Company’s investment strategy but
does not issue express instructions to the investment managers on
transactions in particular shares. Where our investment manager
believes that incumbent management is failing in its duties,
they may enter into dialogue with the company concerned in an
attempt to alter the management’s position.
Where this is not possible, or where incumbent management
declines to alter its behaviour, our investment manager will
consider voting against resolutions proposed by the management.
Further, if it is deemed necessary or desirable, the Company would
consider acting collectively with other institutional investors to try
and achieve a particular goal.
Janus Henderson, on Law Debenture’s behalf, monitors companies
in which Law Debenture is invested, and from time to time may
discuss matters of corporate responsibility with such companies.
Law Debenture’s investment managers have voting discretion but
may notify Law Debenture on occasion and when appropriate,
should matters arise that might lead the Company to consider
intervening, abstaining or voting against a particular proposal.
During the year, the Company voted against one or more
resolutions at 29 out of 158 shareholder meetings of investee
companies. For more information on the Company’s voting data,
please refer to page 55 of the ESG report.
The Company will not hold shares in companies whose practices
are, in its view, likely to damage the performance of the business
to the detriment of its shareholders.
The Company does not believe that conflicts arise between its
duties as an institutional shareholder and the work undertaken
by the IPS business. The investment managers have complete
discretion as to Portfolio decisions and as a matter of policy,
have no access to ‘non-public’ knowledge about any of the
activitiesofthe IPS business.
STRATEGIC REPORT
39
Company Overview continued
Janus Henderson is a signatory to the 2020 UK Stewardship Code.
As the Company’s investment manager, Janus Henderson makes
the day-to-day investment decisions and is therefore best placed
to engage with Portfolio companies and discharge stewardship
obligations. The Board is of the view that becoming a signatory
to the Stewardship Code would unnecessarily duplicate the work
of the investment managers and therefore continues to rely on
Janus Henderson in this regard.
Valuation of our IPS business
Accounting standards require us to consolidate the income,
costs and taxation of the IPS business into the Consolidated
Statement of Profit or Loss on page 123. The assets and liabilities of
the business are also consolidated into the Group column of the
statement of financial position on page 124. A segmental analysis
is provided in note 6 (pages 140 and 141) to these accounts which
shows a detailed breakdown of the split between the Portfolio and
the IPS business.
Consolidating the value of the IPS business in this way does
not fully recognise the value created for shareholder by the IPS
business in the NAV. To address this, the NAV we publish for the
Group includes the fair value for the standalone IPS business.
In determining the calculation basis for the fair valuation of the
IPS business, the Board continues to take appropriate external
professional advice from PwC.
From 31 December 2024, an income-based valuation approach
was adopted that follows a discounted cashflow (“DCF”) analysis
based on business forecasts These are adjusted to reflect fair
value assumptions a hypothetical third-party would apply in
valuing the business. An appropriate cost of equity is determined
through consideration of comparable entities to build a discount
rate and applied to the discrete forecast period and projected
free cashflows in estimating the terminal value. PwC provide a
valuation range from which the Board select a value.
The calculation of the IPS valuation and methodology used is
described in note 13. As a cross check, the implied multiples for
31December 2024 and 2025 are calculated by dividing the DCF IPS
valuation by the underlying EBITDA (see APM on page 170).
Valuation guidelines require that the fair value of the IPS business
be established on a stand-alone basis. Therefore, the valuation
does not reflect the value of Group tax relief applied from the
investment trust to the IPS business.
It is hoped that our continued initiatives to achieve growth into the
IPS business will result in a corresponding increase in valuation
over time. As stated above, management is again aiming to
achieve mid to high single percentage growth in 2026. The total
valuation (excluding surplus net assets) of the business has
increased by £130m/166% since the first valuation of the business
as at 31December 2015. The uplift reflects the IPS business
delivering revenue and underlying profit growth.
In order to assist investors, the fair value of the IPS business for the
last ten years is provided in the Annual Report within the 10-year
record on page 41.
STRATEGIC REPORT
40 lawdebenture.com
Calculation of Net Asset Value (‘NAV’) per share
Calculation of NAV per share
The table below shows how the NAV at fair value is calculated. The value of assets already included within the NAV per the Group
statement of financial position that relate to the IPS business have been removed (£30.5m) and substituted with the calculation of the fair
value and surplus net assets of the business £233.0m. An adjustment of (£11.2m) is made to reflect the third interim dividend unpaid at the
year-end and included in reported NAV. A further adjustment of £47.0m is then made to show the Group’s debt at fair value, rather than
the amortised cost that is included in the NAV per the Group statement of financial position. This calculation shows a NAV fair value for the
Group as at 31 December 2025 of £1,440.4m or 1,081.49 pence per share.
31 December 2025 31 December 2024
£000 Pence per share £000 Pence per share
Net asset value (NAV) per Group statement of financial position* 1,202,075 902.58 931,371 706.18
Fair valuation of IPS 208,665 156.68 194,505 147.48
IPS Net Assets attributable to IPS valuation 24,378 18.30 18,811 14.26
Fair value of IPS business 233,043 174.98 213,316 161.74
Removal of IPS net assets included in Group net assets (30,517) (22.91) (25,921) (19.65)
Fair value uplift for IPS business 202,526 152.07 187,395 142.09
3rd Interim dividend, announced but unpaid at 31 December* (11,216) (8.42) (10,607) (8.04)
Debt fair value adjustment 46,972 35.27 42,353 32.11
NAV at fair value 1,440,357 1,081.49 1,150,512 872.34
NAV attributable to IPS 233,041 16% 213,316 19%
See commentary for the breakdown of the assets already included in the NAV per the financial statements.
The NAV at fair value per Annual Report is calculated above. This differs to the ‘published’ NAV at fair value for 31 December 2025 (year end
NAV released by RNS on 2 January 2026). As such, please see below for a reconciliation:
31 December 2025
£000 Pence per share
Reconciliation of Published NAV to Annual Report NAV:
NAV cum income with debt at FV - published 1,436,253 1,078.41
Reconciliation of shareholders’ funds to net assets:
Published NAV (1,192,598) (895.46)
Annual Report NAV* 1,202,075 902.58
Revised IPS valuation uplift:
Published NAV (valuation per 30 June 2025) (196,705) (147.70)
Annual Report NAV 202,526 152.07
Revised Fair Value of Debentures:
Published NAV (46,950) (35.25)
Annual Report NAV 46,972 35.27
3
rd
Interim dividend, announced but unpaid at 31 December* (11,216) (8.42)
Total NAV at fair value per Annual Report 1,440,357 1,081.49
* The comparative has been restated to reflect dividend restatement removed from shareholders’ funds. Refer note 29. The basis of the NAV at fair value is
unchanged (Refer APM on page 167).
STRATEGIC REPORT
41
Long-Term Performance Record
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Net assets per statement
of financial position (£m)
†
662.30 748.30 669.40 775.30 734.70 887.25 808.39 864.20 931.4 1,202.1
Revenue (pence) 15.96 21.66 21.26 30.68 21.56 28.09 34.44 33.43 33.48 37.26
Capital return (pence) 89.30 67.10 (71.85) 79.27 (19.06) 94.60 (103.17) 24.47 40.51 192.28
Total statutory (pence) 105.26 88.76 (50.59) 109.95 2.50 122.69 (68.73) 57.90 73.99 229.54
Revenue return (pence)
Portfolio 10.88 11.61 13.23 22.18 12.12 18.09 24.06 22.41 23.26 25.73
Independent professional services
3
7.68 9.93
*
7.87 8.54 9.35 10.00 10.38 11.02 10.22 11.53
18.56 21.54 21.10 30.72 21.47 28.09 34.44 33.43 33.48 37.26
Group charges (2.60) 0.12 0.16 (0.04) 0.09 – – – – –
Total statutory revenue return (pence)
3
15.96 21.66 21.26 30.68 21.56 28.09 34.44 33.43 33.48 37.26
Dividends (pence) 16.7 17.3 18.9 26.0 27.5 29.0 30.5 32.0 33.5 35.5
(2)
Share price (pence) 530 629 540 650 690 799 771 801 893 1,054
(Discount)/premium (%)
1
(11.4) (6.0) (12.1) (7.4) 3.6 1.4 1.2 (0.2) 2.4 (2.5)
NAV at fair value (pence)
1
598.5 669.5 614.1 702.2 666.2 787.8 761.7 802.7 872.3 1081.5
Market capitalisation (£m)
1
627.2 744.5 639.3 769.8 817.3 982.1 984.4 1,046.1 1,177.8 1,403.7
1 NAV at Fair Value calculated in accordance with AIC methodology, based on performance data held by Law Debenture including fair value of IPS business and
borrowings.
2 Proposed total dividend for 2025.
3 Underlying 2024 IPS revenue per share of 11.01 pence (see APM on page 168) deriving total revenue per share of 34.27 pence.
* This includes 2.72 pence per share of exceptional items including the sale of an unlisted investment, excluding which, normalised earnings per share were
7.21 pence per share.
†
Net assets per statement of financial position were restated for 2020-4. No interim dividend had been announced and accrued for 2016-9. Refer note 29.
STRATEGIC REPORT
42 lawdebenture.com
Risk Management
Our approach to risk
The Board has carried out a robust assessment of the principal
and emerging risks and uncertainties facing the Group, including
those that could threaten its business model, future performance,
solvency, liquidity or reputation. The Group’s risk management and
internal control framework is embedded in everyday operations
and subject to ongoing enhancements to ensure it remains
effective and responsive to the evolving risk landscape.
During the year, the Board has evolved its risk management
approach to facilitate more strategic, holistic oversight of risks
across both the Investment Portfolio and the IPS business. This
evolution represents a shift from compliance-focused risk
oversight towards a comprehensive framework that concentrates
on the risks most critical to the success of Law Debenture.
The objective of our risk management framework is not to
eliminate all risks but to understand, appropriately mitigate and
actively manage them while seeking to deliver on our strategic
objectives. A mature risk management approach enables us to
anticipate potential challenges, identify opportunities to support
informed decision-making, and pursue growth and innovation
while maintaining appropriate safeguards for the protection of
shareholder value.
RISK MANAGEMENT PROCESS AND GOVERNANCE OVERVIEW
Internal risk
reporting
Parties
involved
Consolidated Group-level risks
•
Business area risk registers consolidated to
draw out significant risks
• Principal risks identified,
including emerging risks
• Review and agreement of the principal risks
by the Risk, Operations and Controls Committee
• Review and approval by the Audit and
Risk Committee
•
•
Principal risks
and uncertainties
A summarised version
of principal risks for
external reporting
Review and approval
by the Audit and
Risk Committee
the Board
and
Business and functional risk registers
•
Continual review and assessment
of business area risk registers and
challenge on mitigating actions, including
consideration of emerging risks, by the
•
Review and challenge of risks at Risk,
Operations and Controls Committee meetings
Real-time issues and areas of change
• Monitoring of emerging areas of increasing
significance to the Group and establishing sufficient
mitigating actions
The Law Debenture
Corporation p.l.c.
Board
Group Audit and
Risk Committee
Risk, Operations and
Controls Committee
• Group Risk
team
• Group Risk
team
• Business Unit
Bottom-up
Top-down
Risk identification
Continual risk monitoring
and reporting
Risk assessment
Risk evaluation
and response
business and Group Risk team
External risk
reporting
Risk management
process
•
•
•
STRATEGIC REPORT
43
Risk Management continued
Risk Management Framework
The Board, through the Audit and Risk Committee, oversees risk
management using a three-tier framework designed to provide
both strategic focus and operational assurance:
1. Principal Risks
- The external-facing risks disclosed in this Annual
Report (pages 45 - 46), representing those risks which could
seriously affect the Group’s performance, future prospects or
reputation. These are informed by the risk domain assessments
described below.
2. Risk Domains - Six overarching strategic lenses through which
the Audit and Risk Committee evaluates the Group’s risk profile on
a quarterly basis:
• Strategic risk
• Financial risk
• Reputational risk
• Regulatory risk
• Operational risk
• Culture risk
3. Business Risks - Detailed, bottom-up risk identification across the
Group, covering both the IPS businesses and risks associated with
the Portfolio. These operational risks are identified and managed
by individual business lines and central functions. This granular
risk management informs both the risk domain assessments and
supports the identification of key controls in line with Corporate
Governance Code guidance.
This structure enables the Board to maintain strategic
oversight while ensuring that operational risks and controls are
comprehensively managed at the executive level.
Portfolio Oversight
In discharging its oversight responsibilities in relation to
the Investment Portfolio, the Board meets regularly with the
investment managers and receives a wide range of reports
including investment reviews, risk reporting and comparative
peer analysis. Thematic discussions are held with the investment
managers to address market trends and insights.
The Audit and Risk Committee receives an annual report from
the Group Risk team, which includes findings from their annual
operational due diligence visits and review of quarterly internal
controls reports.
IPS Business Oversight
Risk management within the IPS business is overseen by the Group
Risk function with governance from the Executive Risk Committee.
This Committee, which meets regularly and is chaired by the Chief
Financial Officer, is supported by the Group Risk team. Detailed,
bottom-up risk identification and management is owned by
individual business lines and central functions.
Risk Assessment Process
The risk assessment process evaluates both the probability of risks
materialising and their potential financial, strategic or reputational
impact, using a scoring system approved by the Audit and
Risk Committee. Each risk domain is rated quarterly based on
bottom-up and top-down business insights, key risk indicators,
risk incidents and control effectiveness, and external environment
scanning.
Those risks which have a higher probability and significant impact
on strategy, reputation or financial performance are identified
as principal risks. The Board does not consider that, overall,
the principal risks and uncertainties identified have changed
materially during the year, although the relative significance of
certain risks has evolved as discussed on pages 45 - 46.
Risk Reporting
Risk reporting includes identification of thematic risk trends,
communication across the business, and maintenance of risk
registers. These registers document risk types, key risks identified
and their status, and the internal controls and mitigating factors
in place.
The Group Risk team provides quarterly reports to the Audit
and Risk Committee on risk matters across both the Investment
Portfolio and IPS business, with direct communication to the Chair
of the Audit and Risk Committee to ensure appropriate oversight
of significant matters.
Three Lines of Defence
The Group has organised risk management according to
the three lines of defence model, with clear accountability
between management (which owns the risks), the Risk function
(which provides oversight), and Internal Audit (which provides
independent assurance):
First Line: Frontline Staff and Management
• Primary responsibility for management of operational risks
• Taking adequate governance and control measures to manage
risks day-to-day
Second Line: Risk and Compliance
• Responsible for the design, implementation and effectiveness of
risk management
• Monitoring the first line of defence
• Challenge and oversight of risk management activities
Third Line: Internal Audit
• Providing independent and objective assurance about the
effectiveness of first and second-line controls
• Direct reporting line to the Audit and Risk Committee
• During the year, the Group’s internal audit function was
outsourced to enhance expertise and independence
STRATEGIC REPORT
44 lawdebenture.com
Risk Management continued
Governing Bodies:
• The Executive Risk Committee, the Audit and Risk Committee, and
the Board.
Part of their remit is to set the risk appetite for the Group and
oversee the effectiveness of risk management across the
organisation.
Governance and Oversight
The Audit and Risk Committee assists the Board by providing
oversight of the Group’s risk management framework and
internal controls. The Committee’s responsibilities include
reviewing principal and emerging risks to the Group, assessing
the adequacy of controls in place to mitigate those risks, receiving
quarterly reports from the Group Risk team, and ensuring the risk
management framework remains relevant and effective.
Categorisation of Group Risks
A principal risk is a risk or combination of risks that could seriously
affect the performance, future prospects or reputation of the Law
Debenture Group. The principal risks are split into two categories:
Group Risks
The identified Group risks predominantly relate to the Investment
Portfolio, which represents approximately 84% of the Group’s net
asset value. While the IPS business represents approximately
16% of net asset value and constitutes a concentration risk for
the Group, it is subject to comprehensive risk management as
described above.
Emerging Risks
In addition to principal risks, the Board regularly considers
emerging risks – defined as potential trends, sudden events or
changing risks characterised by a high degree of uncertainty
regarding both their probability and potential impact. Given the
Group’s objective to deliver long-term capital growth and steadily
increasing income, we continually horizon scan for emerging
risks which, although not an immediate threat, may impact our
ability to deliver on our objectives to shareholders. Should an
emerging risk become sufficiently material, it would be elevated to
a principal risk.
STRATEGIC REPORT
45
Risk Management continued
Group risk summary and mitigating actions
PRINCIPAL GROUP RISKS
CHANGES TO RISK
IN 2025 MITIGATING FACTORS
1. Investment Performance and Market Risk
The risk of the Portfolio failing to deliver
and/or failing to consider and react
to market conditions to deliver the
strategic objectives to:
• Achieve long-term capital growth.
• Deliver steadily increasing income.
• Achieve a rate of return greater than
the FTSE Actuaries All-Share Index,
our benchmark.
The principal risk is a material decline
in the value of the NAV and under-
performance against the benchmark.
Investment performance and market
risk are the largest risks to which the
Group is exposed.
Our investment risk includes market
risk, gearing risk, credit risk, leverage
risk and liquidity risk.
Unchanged
Continued geopolitical
tensions present elements
of uncertainty, and global
economic pressures
continue to have an
unfavourable impact
on global markets and
therefore the Portfolio. High
global inflation in the year
undermines the value of
investment returns.
• Market risk is an accepted risk given the nature of the
Portfolio. To manage this inherent risk, the Board regularly
reviews the investment managers’ report including risk
indicators, MI, and other financial information. The Board
engages in open dialogue, robust discussion and provides
challenge to the investment managers on their approach
and performance, seeking explanations from the investment
managers where performance is not in line with our
objectives.
• The investment trust is closed ended and therefore does not
have to sell investments to provide liquidity to shareholders
who wish to sell. This enables our investment managers to
invest for the long-term.
• To mitigate leverage risk, all borrowings require the prior
approval of the Board and gearing ratios are kept under
close review by the Board. We have substantial headroom
on all of our debt covenants.
2. Cyber, Technology and Systems Risk
The threat of unauthorised or
malicious attacks on our IT systems
is an ongoing risk. We rely on a
set of critical IT systems which are
fundamental to the day-to-day
running of the business, as in any
technology-enabled business.
Failures in these systems could
lead to reduced revenue, increased
costs, liability claims, or harm to our
reputation or competitive position.
The systems of Janus Henderson,
our investment managers, are also
considered under this risk type.
Increased
Cyber threats continue to
evolve, requiring ongoing
vigilance and investment
in resilience measures. We
continue to strengthen our
security posture through
implementing enhanced
access controls and data
protection capabilities
• The Group is Cyber Essentials Plus certified, the highest
level of certification offered under the Government-backed,
industry-supported Cyber Essentials scheme.
• All staff are trained on cyber security risks including phishing
training and testing.
• We are continually investing in our IT security framework
including working with industry-recognised best-in-class
security providers.
• We have an information security governance structure to
help identify and mitigate threats.
• As part of our ongoing oversight of Janus Henderson’s
control environment, Law Debenture’s Group Risk team have
specifically reviewed their information security and business
continuity/disaster recovery plans.
• Industry standard cyber insurance is in place to mitigate
financial loss.
STRATEGIC REPORT
46 lawdebenture.com
Risk Management continued
PRINCIPAL GROUP RISKS
CHANGES TO RISK
IN 2025 MITIGATING FACTORS
3. IPS Concentration Risk
The unique setup of the Group as a
Portfolio alongside an unquoted IPS
business, which represents 16% of NAV
and accounted for 30.9% of revenue
return per share in 2025, creates an
illiquid concentration risk.
Failure to deliver on the IPS strategy
could result in a significant reduction
in valuation of the Group’s largest
asset, thereby putting pressure on our
ability to meet our stated objective of
long-term capital growth, and steadily
increasing income.
IPS Concentration Risk also includes
aggregation of litigation, compliance,
regulatory and internal control failures
and people risk.
Unchanged
The IPS business includes
some counter-cyclical
services which may help
to counteract any adverse
market conditions for other
business lines.
• The IPS business comprises a diversified range of services
with little client concentration risk.
• The CEO and COO are accountable for the day-to-day
running and operation of the IPS business with independent
oversight and challenge from the Non-Executive Directors.
The performance of the IPS business is reviewed at all Board
meetings.
• The annual IPS budget is subject to review and approval by
the Board which provides robust scrutiny and challenge on
IPS strategic plans.
• Any significant IPS investment requires Board approval. This
reduces the risk of unplanned concentration risk.
• Valuation of the IPS business takes into account the illiquid
nature of the holding. This is reviewed and approved by the
Audit and Risk Committee.
• The Audit and Risk Committee has oversight of internal
control findings from second/third line and external audit.
Emerging risks
Emerging risks are those identified by Law Debenture, where the potential impact and/or likelihood is not yet fully known. The firm monitors
the evolution of these risks and associated mitigants.
Artificial Intelligence Adoption: The principal risk relating to artificial intelligence is the failure to adopt and integrate AI capabilities
effectively. Organisations that do not develop appropriate AI strategies risk operational inefficiencies, reduced competitive positioning,
and missed opportunities to enhance decision-making and risk management capabilities. Law Debenture continues to assess where AI
can deliver meaningful value across the investment portfolio and IPS business, whilst developing appropriate governance frameworks to
support effective implementation.
STRATEGIC REPORT
47
Viability Statement
Viability Statement
The Board has considered the Group’s current financial position and
the potential impact of its principal risks and uncertainties, and have
a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due for a period of five
years from the date of this report.
In assessing the viability of the Group over the review period, the
Board have considered a number of key factors, including:
Our business model & strategy
• The Board seeks to ensure that the Group delivers long-term
performance. The closed ended nature of the investment trust creates
a stable capital basis which enables our Investment Manager’s to
take a longer term view in their construction and management of the
portfolio. This mitigates the risk to the Group of potential liquidity issues
should shareholders wish to sell their shares, avoiding any untimely
requirements to sell down the portfolio.
•
As an Investment Trust, we benefit from the unique structure of a
predominately UK-based equity portfolio with a diversified revenue
stream arising from the IPS business. As demonstrated by our long-
term performance, the combination of the Investment Portfolio and
the IPS revenue streams provide protection to the long-term viability
of the Group. Over a five year period, the share-price total return is
85.0%. The NAV total return with debt at FV is 96.6% compared to the
FTSE Actuaries All-Index Total Return of 73.9%.
• One of the principal group risks relates to investment strategy
and market performance. Part of the risk to the Group is that a
breach of our debt covenants resulting in a requirement for the
Group to repay the debentures at short notice, potentially requiring
the sale of assets during a market downturn. Whilst the Board
acknowledges this risk, the uncertainty arising due to the Covid
pandemic and more recently the macroeconomic environment
demonstrates the Group’s ability to navigate these challenges.
At the height of market decline on 23 March 2020, the Group
maintained significant headroom on all covenants.
• The IPS business currently holds enough working capital to meet
any short-term requirements of the Group and our book of clients
provides a steady, largely reoccurring, flow of income. There has been
a concerted focus on debtor management which has enhanced IPS
cashflow over the past year, improving our working capital cycle.
Furthermore, the majority of the portfolio is invested in UK listed
securities which are traded on major stock exchanges, providing
the Group with the ability to quickly liquidate assets, should the
need arise.
• The investment Trust has an ongoing charge of 0.56% (2024: 0.51%).
This is the fifth lowest OCR in the UK Equity Income sector
1
.
1
Source: The AIC Compare investment companies | The AIC at 31/12/2025
Our Business Operations
• The investment trust retains ownership of all assets held by
the Custodian under the terms of formal agreements with the
Custodian and Depositary. This supports our ability to meet our
Legal and Regulatory requirements and acts as a control to both
verify the existence our assets and further safeguard the interests
of our Shareholders.
• The Group’s cash is all held with banks approved by the Board.
The Group’s cash balance, including money market funds at
the 31December 2025 amounted to £43.8m (31 December 2024:
£38.4m), of which, IPS held £17.7m. Cash is treated as fungible
across the Group and it is deployed on a basis of need with periodic
clear down of inter-company balances via an intra-group net-off
agreement.
• There is long term borrowing in place comprising of four
debentures;
Maturity date Par Value Interest
2034 £40m 6.125%
2041 £20m 2.54%
2045 £75m
3.77%
2050 £30m 2.53%
Total £165m
(weighted average) 3.96%
The weighted average cost of borrowing is 3.96%. Each debenture
is subject to a formal agreement, including financial covenants
which the Group has complied with in full during the year. As at
the end of December, net gearing was 12%, which is well within the
typical operating range of 10%-20% of the Investment Trust sector.
• During December 2025, the Group decided to put in place a £50m
term loan and £50m revolving credit facility (“RCF”) with RBSI, both
for a 3-year term. The £50m secured overdraft facility previously held
with HSBC was terminated. The RCF is currently undrawn and provides
further mitigation against liquidity risk.
• The Board reviews the portfolio performance including revenue
forecasts, along with other key metrics such as gearing at each
Board Meeting and receives monthly financial reporting to monitor
and manage the principal risk relating to investment performance.
In addition to this, the Board carries out an assessment of our
principal risks and uncertainties which could threaten the Group’s
business model. As part of this exercise , the Board has assessed the
emerging risks which may impact the operations of the Group and
will continue to actively review the likely impact of these potential
risks. This is set out on page 46.
The Board do not consider any ongoing geo-political events will have
material impact on the long-term viability of the Group, given the
headroom identified in the risk sensitivities from the far more extreme
scenarios.
In light of the current conditions, the Board has considered the Group’s
current financial position and the potential impact of its principal risks
and uncertainties, and has a reasonable expectation that the Group
will be able to continue in operation and meet its liabilities as they fall
due for a period of five years from the date of this report.
Balance Sheet Resilience
As at the 31 December 2025, Law Debenture Corporation plc held total
investments, including cash and the IPS business, of £1.60bn (Dec 24:
£1.30bn). With the exception of the IPS business, the majority of these
assets are liquid and could be sold down within a short period of time,
i.e. less than 10 working days.
The Board and the Executive Leadership team have actively monitored
the cash position across the Group throughout the year, mindful of
our commitment to pay quarterly dividends to shareholders. As of
31 December 2025, the group holds cash of £43.8m (31 December 24:
£38.4m). In addition to this, the Group has an undrawn RCF facility of
£50m to protect against any significant fall of cash inflows.
Conclusion
Based on this assessment, the directors have a reasonable expectation
that the Group will be able to continue in operation and meet its
liabilities as they fall due over the 5 year period of their assessment.
STRATEGIC REPORT
48 lawdebenture.com
Section 172(1) Statement
As reported on page 34, the Company’s purpose is to deliver peace of mind for our shareholders, clients and employees through the
combination of our Portfolio and IPS business. Our purpose, values and strategy are inextricably linked and are reflected in our policies,
practices and high standards of business conduct.
The Board is responsible for the overall strategy and overseeing the management of the Company and the wider Group, setting
investment principles and ensuring that it is acting in accordance with its legal and regulatory obligations. In discharging its
responsibilities, the Board takes into account the Group’s purpose, values and culture and acts in good faith to promote its long-term
success. This includes oversight of stakeholder engagement, feedback from the same as appropriate and ensuring that obligations to its
key stakeholders are fulfilled. Those impacted by the Company and the wider Group’s activities and considered key to its operations can
be placed into the following six categories:
Review of stakeholder engagement mechanisms
The Board regularly reviews the effectiveness of its stakeholder engagement practices, including the existing governance structure
around engagement, its list of key stakeholders and the engagement activities adopted. This included feedback from Clare Askem, in her
capacity as Workforce Engagement Director, on the effectiveness of workforce engagement activities throughout the year.
Quarterly discussions were held between the Workforce Engagement Director, the Head of HR and the COO to review colleague matters
including the latest eNPS results and key drivers of engagement. The data collected is now sufficient to enable persistent areas of
weakness to be proactively addressed and quarterly data is actively used by line managers and HR colleagues across the business.
Feedback on engagement activities has been positive and well-received, particularly for initiatives such as the “Better Together” lunches
and the Culture week “Fireside Chat”. eNPS scores remained strong and stable at c.16 with good survey participation. Key positive themes
included culture, supportive management and purposeful work while areas for improvement focused on IT robustness, compensation
and the Kantata time management system, these are being actively addressed by management. The Executive Leadership team were
considered open to feedback and responsive in taking proportionate actions where required.
The Board concluded that the governance structure and current stakeholder engagement practices in general, remained effective.
Shareholders,
investors and
debenture
holders
E
m
p
loyees
C
ommun
i
ty
a
n
d
th
e
e
nv
i
ronmen
t
P
rincipal
s
erv
i
ce
prov
i
ders
THE BOARD
06
05
04
03
02
01
G
overnmenta
l
a
gencies
/
re
g
ulatory
bodies
Client and
referral
partners
of our
IPS business
STRATEGIC REPORT
49
Section 172(1) Statement continued
Key priorities and main methods of engagement with key stakeholders in 2025
KEY STAKEHOLDERS KEY PRIORITIES ENGAGEMENT ACTIVITIES IN 2025
Shareholders, potential
investors and debenture
holders
Investment from shareholders
and debenture holders
makes up the majority of the
Company’s capital, funding
the principal investment
activities. Shareholders also
hold the Board accountable to
its investment and governance
objectives.
To deliver against our stated
objective to provide long-term
capital growth in real terms
and a steadily increasing
income.
To provide a fair, balanced
and understandable
representation of the
Company and the Group’s
position, performance,
business model and strategy.
• Distribution of the Annual and Half Year Reports
• Registrar call centre/company secretarial inbox
• Award nominations and wins*
• Circulation of debenture compliance certificates
• Engagement via the press and social media platforms including
LinkedIn
• AGM*
• Institutional investor meetings
• Analyst and shareholder meetings*
• Quarterly dividends
• Daily NAV publications
• Monthly Factsheets
• WIN: Widening Investor Networks**
Client and referral partners
Clients and referral partners
help to create, maintain
and grow demand for our
IPS services. Their feedback
is encouraged to help us
continue to improve as a
business.
Seek to provide peace of mind
to our clients through delivery
of an excellent service.
• Client care meetings
• IPS wide client and referrer survey
• Annual and/or other periodic reviews
• Lens photography competition*
• Annual Pensions Debate*
• Lawyers Referral Network meetings with wider legal and consulting
networks
Employees
Our people are key to our IPS
operations and we rely on their
support and expertise to deliver
peace of mind through service
excellence.
To provide a diverse and
inclusive workplace which
supports our people to grow
their careers in a way that is
both meaningful to them and
promotes the delivery of our
long-term strategy.
• Employee wellbeing week
• Quarterly meetings on colleague matters between the Workforce
Engagement Director, COO and Head of Human Resources*
• Informal NED Better Together lunches where NEDs meet small
groups of employees and Listening Groups to hear detailed
feedback from a small cohort of employees on key topics*
• Celebration of culture and values via our annual culture week*
• Monthly culture carrier awards
• Quarterly eNPS surveys
• Monthly all-staff hybrid business updates
• Bi-annual all-staff financial performance updates
• NED visibility/attendance at key business updates for colleagues*
• Community groups to bring our people together
• Learning and development training modules
• Team and Company-wide events
• Reports from Business and Department Heads at Board meetings*
• Financial Planning Sessions
• Contact/escalation for whistleblowing matters
• Office space optimisation
* Direct engagement with members of the Board. All other items are overseen by management and reported to the Board or its Committees, as appropriate.
** Further information on our WIN programme can be found on the inside front cover.
STRATEGIC REPORT
50 lawdebenture.com
Section 172(1) Statement continued
KEY STAKEHOLDERS KEY PRIORITIES ENGAGEMENT ACTIVITIES IN 2025
Principal service providers
We rely on our service providers to
manage our Investment Portfolio
and provide the infrastructure and
advice to meet our shareholders’
expectations, service our client
base and remain compliant with
legal and regulatory requirements.
Our principal service provider is
the investment manager, Janus
Henderson Investors. Key suppliers
include our joint corporate
brokers, registrar, depositary/
global custodian and external
auditor.
To provide a clear
framework and open
communication channel
between us and our
key service providers to
facilitate the best possible
investment outcomes for
our shareholders.
• The investment managers present at all scheduled Board
meetings*
• Annual review of the investment managers’ controls and
compliance
• Informal meetings between investment managers, PR and
Marketing team and LawDeb Marketing Director in order to
streamline processes and share best practice marketing
• Regular meetings with custodian and depositary
• Regular meetings with our corporate brokers*
• Annual service review with our registrar
• Active engagement with large suppliers of the IPS infrastructure
Governmental agencies/regulatory bodies
We have a duty to ensure we
are compliant with any laws,
regulations and applicable best
practice. We also ensure that
we engage in consultations and
relevant discussions regarding
new implementations or updates
that might affect any of our key
stakeholders and our ability to
operate effectively within the
market.
To comply with existing
laws, regulations and
applicable best practice
and to contribute to
discussions when these are
being made, in the best
interests of shareholders
and our other key
stakeholders.
• Responses to external consultations on proposed legal and
regulatory changes
• Regulatory and compliance updates to the Board and its
Committees by Legal, CFO, Company Secretary and Group Risk
team
Community and the environment
We recognise that we are
stewards of our community
and the environment and that
investment geared toward these
helps to improve economic
stability and build a more
inclusive community. This in turn
contributes to the Company’s
sustainability and subsequently
helps us to deliver on our objective
for our shareholders in light of our
key stakeholders’ interests.
To act responsibly as an
institutional shareholder
and to ensure we have
a positive impact on the
Company’s operations,
the community and our
environment.
• ESG reporting to the Audit and Risk Committee
• ESG page on Group website, including publishing our
Environmental policy
• Charity group supporting chosen charities
• Largely paperless offices and increased recycling in all offices
• Deemed consent for shareholders to receive electronic
communications
• Energy efficient office buildings in London, Manchester and
Sunderland
• Voluntary TCFD disclosures
• Minimal carbon emissions
• Increased regular communications from the ESG committee on
initiatives
• Designated ESG section in our annual report
• Increased employee engagement (see above) and diversity,
equity and inclusion initiatives in the last three to four years
• Octopus electric car scheme offered as benefit in kind to
employees
• Volunteering opportunities at Whitechapel Mission and Wood
Street Mission
* Direct engagement with members of the Board. All other items are overseen by management and reported to the Board or its Committees, as appropriate.
STRATEGIC REPORT
51
Section 172(1) Statement continued
Key strategic decisions impacting stakeholders in 2025
Where appropriate, information or feedback received from shareholders and other key stakeholders are routinely reported to the Board by
the Executive Leadership team, Legal, the Company Secretary, IPS Business Heads, the Group Risk team and the investment managers.
During the year, the Board made decisions to deliver against our strategy, whilst considering the different interests of our stakeholder
groups and the impact of key decisions upon them. Each decision taken by the Board is with a view to ensuring that we deliver on
our commitment to our shareholders to deliver peace of mind through long-term capital growth and steadily increasing income.
The following provides an overview of some of the key decisions taken and how integral our stakeholders are in the Board’s decision-
making process.
1) OFFICE SPACE OPTIMISATION
During 2025, the Executive Directors considered the interests of colleagues and the long-term implications of workplace design
when reviewing Law Debenture’s office space strategy. In response to evolving working patterns, the Executive Directors approved
amendments to office layouts to create more collaboration zones and adapt desk protocols to support flexible arrangements.
These changes were informed by feedback from employees on the need for spaces that foster teamwork and accommodate hybrid
working. When assessing options for the Manchester office, the Executive Directors prioritised accessibility for colleagues, rejecting
several potential sites due to poor transport links. These decisions demonstrate Law Debenture’s commitment to employee wellbeing
and productivity, while supporting the company’s long-term success through an inclusive and efficient working environment.
2) IMPROVING ANNUAL GENERAL MEETING EXPERIENCE
In 2025, the Board considered shareholder feedback and the importance of effective engagement when planning Law Debenture’s
Annual General Meeting. Responding to concerns raised in previous years about space and accessibility, the Board moved the AGM
from the company’s office to an independent venue that offered a more comfortable and professional setting. The Board also took
into account practical factors such as catering quality, acoustics, and timing of the event to maximise participation and create an
environment conducive to meaningful dialogue. These decisions demonstrate Law Debenture’s commitment to acting fairly between
shareholders and ensuring they have the best opportunity to engage with the Board, supporting transparency and long-term trust in
the company.
3) SHAREHOLDER ENGAGEMENT – WIN INITIATIVE AND INDUSTRY RECOGNITION
In 2025, the Board continued to prioritise meaningful engagement with shareholders, recognising the importance of acting fairly
across Law Debenture’s shareholder base and supporting long-term trust. The Board advanced the Widening Investor Networks
(WIN) initiative, designed to improve financial education and accessibility for retail investors through dedicated events and online
resources. This programme reflects Law Debenture’s commitment to transparency and inclusivity, ensuring that all shareholders
have the opportunity to understand and participate in the company’s growth. These efforts were acknowledged externally when Law
Debenture received the Shareholder Initiative of the Year award at the Investment Week “Investment Company of the Year Awards,”
presented in association with the AIC. This recognition reinforces the Board’s focus on shareholder interests and its regard for the
long-term success of the company.
4) REMUNERATION POLICY CONSULTATION
The Remuneration Committee reviewed the remuneration policy ahead of seeking feedback from major shareholders in January
2026 as part of the triennial review, which will be put to shareholders at the 2026 AGM. Further details may be found in the Directors
Remuneration Report on page 85.
5) BALANCING SHAREHOLDER RETURNS AND FINANCIAL DISCIPLINE THROUGH NEW REVOLVING CREDIT FACILITY
During 2025 the Board made arrangements to put in place a £50m term loan and a £50m revolving credit facility for a 3 year term.
The Board carefully assessed the gearing impact of taking out the facility a well as investor appetite for changing the gearing level.
52 lawdebenture.com
Sarah Snow
‘Valley of Evolution’
STRATEGIC REPORT
52 lawdebenture.com
STRATEGIC REPORT
53
Group Approach to ESG
Our ESG Philosophy
ESG considerations underpin our approach to delivering
sustainable long-term returns for our shareholders whilst
promoting behaviours aligned to our corporate purpose and
values. As a combination of an investment portfolio and an
independent professional services business, we recognise that our
ESG responsibilities extend across both dimensions of our Group.
Our Investment Managers integrate ESG factors into their analysis
and decision-making, seeking to deliver a more resilient portfolio
and better outcomes for shareholders, the community, and the
environment. Within our IPS business, governance is not merely
a service we provide to clients—it defines how we operate.
Asindependent fiduciaries, trustees, and governance professionals,
we are held to the highest standards of transparency,
accountability, and ethical conduct in everything we do.
Our ESG Framework
We view ESG through three distinct but interconnected lenses, each
reflecting a different aspect of our responsibilities as a Group:
1
Investment Portfolio ESG Integration
Our Portfolio, managed by Janus Henderson Investors,
incorporates ESG analysis as an integral component of the
investment process. ESG factors are considered alongside
traditional financial metrics to identify risks and opportunities
that may impact long-term value creation. This disciplined
approach seeks to build a resilient portfolio that can navigate
evolving environmental, social, and governance challenges
whilst delivering sustainable returns for our shareholders.
Please refer to pages 54 to 55 for further information including
our voting data.
2
IPS Business: Our Dual Responsibility
Our IPS business embodies ESG principles in two
complementary ways:
a) IPS Corporate Activities
As an organisation, we are committed to operating responsibly
and managing our environmental and social impact.
These initiatives on pages 56 to 59 reflect our understanding
that sustainable business practices begin with our own
operations and the example we set for our people and clients.
b) IPS at the Heart of Governance Services
Beyond our internal operations, we play a unique role in
advancing governance standards across the organisations
we serve. Through our pension trusteeship, corporate trust,
corporate secretarial, and fiduciary services, we help clients
build and maintain robust governance frameworks that protect
stakeholder interests and promote long-term sustainability.
Our work in this area is detailed on pages 59 to 60, which
demonstrates how our professional services contribute to
stronger governance across multiple sectors and jurisdictions.
3
ESG Compliance and Transparency
We are committed to transparent reporting on our ESG
performance and continue to evolve our disclosures in line
with best practice. In 2025, we maintained our voluntary TCFD
disclosures on pages 60 to 62, providing stakeholders with
insight into how we assess and manage climate-related risks
and opportunities across both our Portfolio and IPS operations.
We also provide comprehensive data on our workforce
diversity, including gender and ethnic diversity metrics,
recognising that diverse teams drive better decision-making
and outcomes. This disclosure can be found on pages 56 to
57 of this report.
Environmental, Social and Governance (‘ESG’)
STRATEGIC REPORT
54 lawdebenture.com
1
Investment Portfolio ESG Integration
As a FTSE 250 PLC, we operate within a comprehensive regulatory
framework designed to protect stakeholder interests and ensure
the highest standards of corporate conduct. We comply with
the UK Corporate Governance Code and the Financial Conduct
Authority’s UK Listing Rules, with full details of our compliance
provided in our Corporate Governance report on pages 72 to 75.
As an UK investment trust, we also adhere to the UK Stewardship
Code through our investment manager. The Code establishes
standards for institutional investors, asset managers and service
providers to promote long-term value creation and responsible
investment practices. This dual framework—corporate governance
for our Group and stewardship principles for our investment
activities—ensures accountability and transparency across all
aspects of our operations.
ESG Considerations When Investing
Whilst we are not positioned as an ESG investment trust, our
investment managers integrate ESG factors as part of their
fundamental stock analysis. The investment managers consider ESG
risks that are material and could impact a company’s prospects.
These risks would be likely to have a significant impact on the
financial condition or operating performance of a business, and
have the potential to influence investment decisions. Our investment
managers also evaluate a company’s ability to manage these risks
when choosing to invest or divest in a company. ESG factors are
considered to be material if omitting, obscuring or misstating them
could be reasonably expected to influence investment decisions.
Whilst ESG data is considered, the managers’ approach to ESG is
more qualitative which means that companies with weaker ESG
risk profiles are not automatically excluded from the portfolio.
The managers do not explicitly exclude any stocks or sectors,
but they will divest or not invest in companies where company
management are not considered to be appropriately managing
risks, or where they believe companies do not present an
attractive risk reward proposition.
The team proactively engages with senior management on key
ESG issues and risks, assessing their responses and subsequent
actions. Typically, the managers meet at least annually with
the companies held in the Portfolio with part of the discussion
covering material ESG concerns.
Environmental, Social and Governance (‘ESG’) continued
ESG materiality disclaimer
The Company integrates ESG but does not pursue a specific sustainable investment objective or otherwise take ESG factors into
account in a binding manner. ESG integration is the practice of incorporating material environmental, social and governance
information or insights in a non-binding manner alongside traditional measures into the investment decision process to improve
long-term financial outcomes of portfolios. ESG related research is one of many factors considered within the investment process.
Environmental Case Study: Supporting Gelion’s Growth as a Strategic Investor
We engaged with the management team of Gelion, a developer of lithium-sulphur batteries, to explore the environmental and
performance advantages of their technology compared to existing battery chemistry. The raw materials used are abundant and
cost-effective, offering enhanced safety and superior high-temperature performance. Initial applications are expected in drone
technology, with longer-term potential to compete in traditional lithium-ion markets such as electric vehicles. Law
Debenture supported Gelion’s capital raise at 9p per share in May and a subsequent rights issue at 20p in November.
The funds will accelerate commercialisation of this innovative technology, which, if successful, will contribute to a
cleaner and more sustainable future.
STRATEGIC REPORT
55
Environmental, Social and Governance (‘ESG’) continued
Voting
We delegate stewardship activities within our investment portfolio to our investment managers, whose preference as an active
manager, is to engage with management and boards to resolve issues of concern rather than to vote against shareholder meeting
proposals. In their experience, this approach is more likely to be effective in influencing company behaviour. However, where they
believe proposals are not in line with shareholder interests or where engagement proves unsuccessful, they will vote against.
18% of meetings with at least one
vote against management
82% of meetings where we did not
vote against management
Source: Janus Henderson
using Institutional Shareholder
Services (ISS) categories,
31 December 2025, for the
period 1 January 2025 to
31 December 2025.
Note: Some meetings had
more than one vote against
management.
% of AGMs with at least one vote
against management
Notable votes cast against management proposals:
Cummins – We voted against management and in favour of
a proposal to separate the roles of Chairman and CEO, as we
believe this represents best practice in corporate governance.
XP Power – We voted against management by rejecting the
proposed remuneration package, as we believe pay should be
aligned with shareholder returns. This decision followed a period
of poor company performance.
Voting by category
Director-related
Compensation
Capitalisation
Routine business
Auditor-related
Company articles
Mutual fund-related
30%
15%
11%
4%
4%
2%
Source: Janus Henderson
using Institutional Shareholder
Services (ISS) categories,
period 1 January 2025 to
31 December 2025, for the
31 December 2025.
34%
Notable votes cast in favour of management
proposals:
Elementis –
We supported management and voted for the
appointment of Christopher Mills to the Board, despite our proxy
advisor’s recommendation against. We believe his relevant
experience will add value and that he will act in the best
interests of shareholders.
Law Debenture voting summary
During 2025, our investment managers voted on behalf of Law
Debenture at 158 company meetings, including 29with at least
onevote against management.
STRATEGIC REPORT
56 lawdebenture.com
Environmental, Social and Governance (‘ESG’) continued
2
a) IPS Corporate Activities
As an organisation, we are committed to operating responsibly and managing our environmental and social impact. Our internal
corporate activities demonstrate this commitment through tangible actions across environmental stewardship, social responsibility, and
our approach to people.
Governance of Our ESG Activities
Our ESG Committee provides oversight and strategic direction for the Group’s environmental, social and governance initiatives. The ESG
Committee met seven times during 2025, ensuring regular review of our progress and priorities, driving forward the Group’s commitment
to environmental responsibility, social impact and sustainability, whilst, through governance, taking necessary steps to enhance our
disclosures to investors and the wider market.
Environmental Stewardship
During the year, we partnered with Brookfield Properties through the AccelerateESG programme to strengthen the sustainability
performance of our London head office. This collaboration included detailed waste and energy audits, workshops and specialist-
led sessions focused on reducing consumption, improving recycling and identifying long-term efficiency opportunities. The initiative
showcased strong cooperation between our ESG Committee and Brookfield’s sustainability experts, providing valuable recommendations
that will inform our future environmental strategy and support continued staff engagement in positive change.
We also collaborated with Recorra to complete our first waste audit at our head office, followed by a recycling ‘Lunch and Learn’ session
and an interactive recycling game to drive awareness and behaviour change among our people.
Our commitment to reducing waste extends to our IT equipment. We operate an IT asset recycling programme to ensure redundant
technology does not end up in landfill. Through this initiative, we extend the life of our equipment where possible, with old TV screens
donated to a local hospital, combining environmental responsibility with community benefit.
Social Responsibility and Community Engagement
We strengthened our community engagement through support for our nominated charities of the year, the Samaritans and Marie Curie,
via a wide variety of activities and fundraising initiatives. We also encouraged volunteering with our partners—The Whitechapel Mission
in London and Wood Street Mission in Manchester—and provided pro bono trustee services to a charity pension scheme, applying our
professional expertise for social benefit.
Our annual group-wide Culture Week continued in 2025, bringing together colleagues across the business to meet and share ideas,
reinforcing our collaborative culture and values.
Diversity, Inclusion and Our People
The composition of our Board and Executive Leadership team reflects a diverse cross-section of gender, ethnicity, age and background.
We are proud of the progress we have made and believe we are reaping the rewards of genuine diversity of thought. Please refer to
pages56 to 57 for our table of workforce diversity metrics across gender and ethnicity.
We maintained our commitment to inclusive recruitment by continuing our ethnicity and gender shortlisting requirement with our
preferred recruitment providers. Training for all staff included unconscious bias, and equality and diversity topics. Our community groups,
including the Charity Committee and Rainbow Nation Community Group—a networking and support community for LawDeb employees of
diverse backgrounds—provide spaces for connection and support.
Learning and Development is supported across the organisation with numerous opportunities for all employees as well as the Senior
Leadership Team. As part of this programme the Board were delighted that Trish Houston was awarded a full scholarship to attend the
London Business School flagship Executive Programme.
STRATEGIC REPORT
57
Workforce diversity metrics across gender and ethnicity
REPORTING ON GENDER IDENTITY (unaudited)
As at
31December
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
(CEO, COO, SID
andChair)
1
Number in
executive
management
2
Percentage
of executive
management
2
Number in
senior
management
3
Percentage
of senior
management
3
Number
in Group
employees
Percentage
of Group
employees
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Women 3 3 43% 43% 2 2 2 2 50% 50% 7 7 44% 47% 179 172 57% 57%
Men 4 4 57% 57% 2 2 2 2 50% 50% 9 8 56% 53% 136 129 43% 43%
Total 7 7 100% 100% 4 4 4 4 100% 100% 16 15 100% 100% 315 301 100% 100%
REPORTING ON ETHNIC BACKGROUND (unaudited)
White British
or other White
(including
minority-white
groups) 6 6 86% 86% 4 4 4 4 100% 100% 15 13 94% 86% 213 195 68% 64%
Mixed/Multiple
Ethnic Groups – – 0% 0% – – – – 0% 0% – 1 0% 7% 5 5 2% 2%
Asian/Asian
British 1 1 14% 14% – – – – 0% 0% 1 1 6% 7% 47 44 15% 15%
Black/African/
Caribbean/
Black British – – 0% 0% – – – – 0% 0% – – 0% 0% 23 20 7% 7%
Other ethnic
group, including
Arab – – 0% 0% – – – – 0% 0% – – 0% 0% 13 14 4% 5%
Not specified/
prefer not to say – – 0% 0% – – – – 0% 0% – – 0% 0% 14 23 4% 7%
Total 7 7 100% 100% 4 4 4 4 100%
100% 16 15 100% 100% 315 301 100% 100%
1 At Law Debenture, the role of COO has been defined as a Senior Board position. The CFO is not a Board position but is a member of the executive management.
2 Executive management report to the Board.
3 Our definition of “senior management” aligns to that of the Parker Review (https://parkerreview.co.uk/). We have excluded the CEO and COO who are also
members of the Board as well as members of the Executive Committee. Changes to female representation among senior management are largely due to
organisational changes. There remains strong female representation across the Group.
Data collection
The data underpinning the above table which employees may provide voluntarily at the point of enrolment, is retained as part of our
employee records. While we encourage colleagues to supply this information, there is no statutory requirement to do so.
Embracing Demographic Change
As a people business, our colleagues are our greatest asset. Whilst they don’t appear on our balance sheet, their collective knowledge, judgement
and relationships define the value we deliver to clients. We recognise that profound demographic shifts are reshaping work—lives and careers are
extending, technology is transforming traditional roles, and people want different things at different life stages.
In 2025, we began exploring how to turn these changes into opportunity: rethinking our employee value proposition to attract and develop
talent from their 20s through to their 70s, creating systematic knowledge exchange between generations, and designing roles that allow people
to contribute meaningfully throughout their working lives. This isn’t just about flexibility—it’s about building real intergenerational diversity that
strengthens what we offer our people and our clients.
As governance specialists, we see clear connections between our internal work and our client services: the way people accumulate and
draw pension wealth across 50-year-plus working lives, how boards operate effectively with multi-generational members, and how
organisations capture value from demographic diversity. We’re positioning ourselves not just to adapt to these shifts internally, but to help
clients and broader stakeholders navigate them, bringing the insight we gain from our own experience to the governance challenges our
clients face.
Environmental, Social and Governance (‘ESG’) continued
STRATEGIC REPORT
58 lawdebenture.com
Environmental, Social and Governance (‘ESG’) continued
Recognition
We are proud of the recognition our ESG efforts have received
including:
• Law Debenture won the award for ‘Most Impact’ at the 2025
INSEAD Alumni Balance in Business Initiative Awards, celebrating
companies who have made substantial efforts towards gender
balance in the boardroom, the workplace and beyond
• A member of the CSS team was awarded NextGen Diversity
Champion at the Black Excellence in Governance Awards (UK)
and ESG Champion by the DMJ Governance Hot 100
• Two of our pension trustees were shortlisted in the Women in
Pensions Awards 2025
Human rights and modern slavery
The Group believes in the importance of doing business in ways
that value and respect the human rights of our staff, customers,
and business partners.
The Group will not knowingly engage with companies that use
unlawful child labour or forced labour, nor will it knowingly accept
products or services from suppliers that employ or utilise child
labour or forced labour.
Pursuant to the UK Modern Slavery Act, our Modern Slavery
Statement is published on our website https://www.lawdebenture.
com/modern-slavery-and-human-trafficking-statement
One of our key IPS services is Safecall, a confidential whistleblowing
hotline, which has enabled clients to identify and address real
instances of human rights and modern slavery risks within their
organisations and supply chains. By providing a secure channel
for concerns to be raised, we help those charged with governance
gain visibility of issues that would otherwise be difficult to surface.
Our global reach strengthens this further. Safecall operates
worldwide in 100+ languages, a capability our clients consistently
value, especially for complex, international organisations. This
broad access ensures workers everywhere can speak up, directly
supporting stronger governance and more effective action on
modern slavery issues.
Emissions Data (Unaudited)
As a business, we are conscious that our decisions impact the
environment. The Group’s Scope 2 carbon emissions arise from
consumption of energy in maintaining our offices. Our London and
Manchester offices use 100% renewable energy with no carbon
emissions and are built to high sustainability standards. These
zero carbon sources represent over 80% of energy use across
the Group. No additional energy-reduction measures have been
implemented in 2025; however, we have completed our first energy
audit at the head office and are now using the findings to develop
a plan for implementing energy-reduction initiatives.
Energy consumption
kWh
As at 31 Dec 2025 2024
Scope 1
1
– –
Scope 2
2
737,726 637,995
Approximately 88% of energy consumption is from UK operations,
with the remainder from our overseas offices.
Carbon emissions
Tonnes of CO2e
As at 31 Dec 2025 2024
Scope 1
1
– –
Scope 2
2
39.90 34.00
Approximately 20% of carbon emissions are from UK operations as
most of our UK office space is powered by zero carbon emissions
fuel sources, with the remainder from our overseas offices.
Intensity ratio
Tonnes of CO2e per £000 of
IPS revenue
As at 31 Dec 2025 2024
Scope 1
1
– –
Scope 2
2
0.0006 0.0006
1 The Group has nil Scope 1 emissions.
2 Emissions from purchased electricity in our offices, market-based.
* The ratio “Tonnes of CO2e per £000 of IPS revenue” uses IPS revenue from
notes to the accounts “6. Segment analysis”. As we are calculating Scope 2
emissions (energy used in our offices), IPS revenue is used in the ratio, as
the Portfolio has nil Scope 1 and 2 emissions. The calculations have not been
externally audited.
Where available, direct office energy bills are used to determine
consumption, pro-rating figures for shared office spaces.
Emissions are calculated using the energy provider’s CO
2
e data.
For our smallest office, where accurate energy data is unavailable
due to its location within a larger building, we apply an alternative
method based on the Group’s average energy consumption per
employee. The Group is not currently required to calculate Scope 3
emissions, and does not yet calculate Scope 3 emissions.
The parent company, The Law Debenture Corporation p.l.c., heads
the Group and reports on the streamlined energy and carbon
reporting (SECR) regulations. None of the Group subsidiaries meets
the SECR regulations at an individual level.
59
59
Environmental, Social and Governance (‘ESG’) continued
Law Debenture offers employees a 100% electric salary sacrifice
scheme through Octopus Electric Vehicles. As these vehicles are
leased personally by staff and do not form part of a Group fleet,
their emissions are excluded from the Group’s reported emissions
data.
These initiatives reflect our understanding that sustainable
business practices begin with our own operations and the example
we set for our people and clients.
Greenhouse Gas Reporting Definitions
Carbon greenhouse gas (‘GHG’) usage is calculated and presented
in three categories using The Greenhouse Gas Protocol:
Scope 1 – direct GHG emissions from combustion in owned or
controlled boilers and vehicles (nil consumption for the Group)
Scope 2 – energy emissions from own consumption of purchased
electricity, heat, steam and cooling—for example, offices where we
control our energy
Scope 3 – other indirect emissions of wider operational reach
including investments, business travel, supply chain, and office
energy not captured in Scope 1 or 2
We are committed to transparent reporting on our ESG perfor-
mance and continue to evolve our disclosures in line with best
practice. In 2025, we maintained our voluntary TCFD disclosures
on pages 60 to 62, providing stakeholders with insight into how we
assess and manage climate-related risks and opportunities across
both our investment portfolio and IPS operations.
We also provide comprehensive data on our workforce diversity,
including gender and ethnic diversity metrics, recognising that
diverse teams drive better decision-making and outcomes. These
disclosures can be found on pages 56 to 57 of this report.
Looking ahead to 2026, we continue to increase ESG awareness
across the Group through education, communication, and a
range of activities that embed sustainability thinking into our daily
operations and strategic decision-making.
2
b) IPS at the Heart of Governance Services
From its origins over 135 years ago, Law Debenture has diversified
to become a group providing a range of governance services,
further details of which can be found in the Chief Executive Officer’s
review on pages 11 to 19.
Strong governance is the foundation of sustainable business. It builds
trust, ensures accountability, and protects long-term value for all
stakeholders. As an independent professional services provider, we
understand that governance is not simply about compliance—it is
about creating frameworks that enable organisations to navigate
complexity, manage risk effectively, operate with integrity and
transparency, and create value for stakeholders.
Our IPS offering supports clients in their broader governance
agenda through trusted expertise, innovative solutions, and
thought leadership. In 2025, we demonstrated this commitment
across our service lines:
Corporate Services
Advancing Corporate Transparency
Through our custom-built identity verification portal, launched
in response to the Economic Crime and Corporate Transparency
Act, we transformed a complex regulatory burden into a
straightforward compliance solution for UK directors and People
with Significant Control (PSC). By providing secure, efficient
processes and proactive guidance, we helped clients navigate new
mandatory requirements with confidence, protecting both their
businesses and the integrity of the UK corporate register.
Supporting Football Governance Reform
The Football Governance Act and new Independent Football Regulator
created uncertainty for clubs facing heightened governance
expectations. Our Corporate Secretarial Services team helped
clubs understand and implement requirements around purpose,
accountability, diversity, risk management and succession planning.
By translating complex regulatory demands into practical governance
frameworks, we enabled clubs to meet the new standards whilst
maintaining focus on their sporting and commercial objectives.
Promoting Ethical Culture
Since 1999, Safecall has provided organisations with confidential
whistleblowing services that enable employees to speak up without
fear of retaliation. By creating safe channels for concerns to reach
senior management, we help organisations identify and address
issues that could undermine their ethical culture and governance.
When a long-standing professional services client needed to enhance
their compliance following new EU and UK legislation in 2024, we
implemented investigation management functionality and extended
reporting to third parties, ensuring they could meet regulatory
requirements whilst protecting their people and reputation.
Corporate Trust
Shaping Energy Sector Governance
For over 35 years, our Corporate Trust team has worked in energy
decommissioning security, building deep sector expertise.
Weshare this knowledge with the Department for Energy Security
and Net Zero, contributing to the development of governance
frameworks that must balance environmental protection, investor
confidence, and the sector’s transition to renewable energy. Our
insights help shape practical approaches that protect stakeholder
interests whilst enabling the energy transition.
Protecting Investor Interests
As corporate trustee, we act as independent fiduciary for investors
throughout a transaction’s life. This means standing between issuers
and investors to ensure terms are honoured, covenants are monitored,
and investor interests are protected when challenges arise. Our
independence and unwavering focus on fiduciary duty provide the
foundation of trust that enables capital markets to function effectively.
Pensions
Strengthening Trustee Governance
We strengthen pension scheme governance by embedding clear
roles, effective decision-making and robust oversight aligned with
The Pensions Regulator’s General Code. Through independent
monitoring and targeted performance reporting, we help trustees
improve efficiency and transparency - ultimately delivering
better outcomes for the scheme members who depend on these
pensions for their retirement security.
STRATEGIC REPORT
STRATEGIC REPORT
Embedding ESG in Pension Governance
Reflecting our fiduciary responsibility for assets of approximately £330bn, we actively embed sustainability into pension governance
and investment practices. In 2025, The Law Debenture Pension Trust Corporation plc became the first major trustee firm to sign the A4S
Sustainability Principles Charter for the Bulk Annuity Process, demonstrating our commitment to advancing sustainable investment across
the industry.
Supporting Innovation in Retirement
Our Dublin Pensions team contributed to the Irish Regulator’s consultation on ‘In Scheme Drawdown’, which would allow members to take
flexible income from their pension whilst keeping remaining funds invested in their employer’s scheme. This innovation could significantly
improve retirement outcomes for members who want flexibility without the cost and complexity of transferring their pension elsewhere.
By supporting this initiative’s development, we’re helping create simpler, more accessible retirement options that better serve members’
financial interests. Through collaboration and innovation, Law Debenture and the schemes we support aim to drive meaningful change
towards a sustainable future. This aligns with our work adapting to demographic change.
Through our independence, expertise, and commitment to the highest standards, we help organisations across all sectors strengthen their
governance frameworks. By doing so, we contribute to more resilient, accountable, and sustainable businesses—outcomes that benefit not only
our clients but the broader economy and society.
3
ESG Compliance and Transparency
The following section provides detailed data supporting our ESG commitments.
Task Force on Climate-Related Financial Disclosures (‘TCFD’)
Law Debenture is not required to provide Climate-related Financial Disclosures in accordance with the Companies Act, nor required
to disclose alignment with TCFD recommendations as an investment trust with less than £5bn of Assets Under Management.
However, we are sharing voluntary TCFD across 3 of the 11 TCFD Recommendations.
Fully compliant disclosures have been provided in respect of:
• Governance – disclosures a) and b); and
• Risk management – disclosure a).
In addition, we are partially compliant with metrics and targets disclosure b) (disclosures provided are partially compliant because
Scope3 emissions are not yet disclosed).
As part of this exercise to understand climate change materiality risks on our financial statements we have undertaken an
assessment and concluded there are no material climate change risks impacting our financial statements.
The Portfolio has no sector exclusions and is not an ESG-focused fund. The Portfolio does not concentrate solely on promoting
environmental and/or social characteristics (which must also have good governance practices) and does not have sustainable
investment as its principal objective. We do not include ESG terms such as ‘responsible’, ‘ethical’, ‘climate’ or ‘social’ in the Company
name. Our IPS business is a low carbon emitter as shown on page 58 on our Scope 1 and 2 emissions data table, which is very low for
an operational business within the FTSE 250 index.
In the table of voluntary TCFD disclosures on pages 60 to 62, we have presented a view of TCFD across the Portfolio and the IPS
business for greater transparency, as opposed to a single set of disclosures for the entire Group.
Our investment managers at Janus Henderson manage our Portfolio. Further information on Janus Henderson’s TCFD disclosures can
be found on its website www.janushenderson.com.
Climate-Related Disclosure and Emerging Standards
Law Debenture currently benefits from the FCA exemption for investment trusts with assets under management below £5bn,
which removes the requirement for mandatory TCFD-aligned reporting. However, the UK Government and FCA are consulting on
the adoption of IFRS S1 and IFRS S2 as part of the UK Sustainability Reporting Standards (UK SRS) which takes over from FSB TCFD
recommendations. At the time of writing, it is unclear whether the existing AUM-based exemption will remain under the new regime.
We continue to monitor these developments closely and will adapt our reporting approach as required to ensure compliance with
future sustainability disclosure requirements. In the interim we have chosen to retain our existing voluntary TCFD disclosures for
consistency.
Environmental, Social and Governance (‘ESG’) continued
60 lawdebenture.com
STRATEGIC REPORT
VOLUNTARY TCFD REPORTING
GOVERNANCE
Disclose the Company’s governance around climate-related risks and opportunities.
Overview to Governance
The Audit and Risk Committee regularly reviews the ESG Strategy and Implementation Plan (the Plan) for the Group, with further
updates on ESG risks and developments being brought to the Audit and Risk Committee at least annually. We will continue to evolve
the Plan as the industry matures, based on feedback from the Audit and Risk Committee and Board taking into consideration views
of key stakeholders such as shareholders and their representatives. During the year, periodic updates on climate related risks to the
financial statements and horizon scanning are brought to the Audit and Risk Committee for discussion.
Law Debenture does not currently have climate-related goals and targets because it is not an ESG fund. The IPS business is a low direct
carbon emitter, see page 58. The Board plans to revisit climate-related goals when TCFD reporting becomes mandatory for investment
trusts of our size.
Portfolio IPS Business
Within the Portfolio, climate-related risks and opportunities
are assessed where they are considered to be material to the
investment rationale, refer to “ESG Considerations when investing”
on page 54 for further information. This assessment is alongside
the fundamental research that is integral to the investment
process.
There are no sector exclusions in the Portfolio. Instead, the focus
is on active engagement with companies in order to better
understand how climate risks and opportunities are managed.
Interactions and engagements with companies are reported
to the Board on a quarterly basis. These discussions can take
place either directly via the investment managers or via Janus
Henderson’s Governance and Stewardship team.
Climate-related risks and opportunities are overseen by our ESG
Committee. The ESG Committee is made up of a cross-functional
mix of Law Debenture employees to drive, create and review Law
Debenture’s ESG policies for approval by Executive Leadership
and the Audit and Risk Committee.
Climate-related risks are also considered as part of our ESG risk
management procedures.
In accordance with the Group’s policy for identifying risks and
opportunities, risks are identified through a “bottom up” approach
by Business Units and central functions, including the Shared
Services Centre. These are documented, assessed and monitored
in Business Unit risk registers or via the ESG Committee which
oversees the TCFD disclosures and impacts.
STRATEGY
Disclose the actual and potential impacts of climate-related risks and opportunities on the Company’s
businesses, strategy, and financial planning where such information is material.
Overview to Strategy
In undergoing our financial planning, no climate-related impact to our balance sheet or income statement is expected at present and
therefore no financial adjustments are required. This will be reviewed on a periodic basis by the Executive Leadership team and the
Audit and Risk Committee.
Portfolio IPS Business
Our objective is to achieve long-term capital growth in real terms and steadily increasing
income. The aim is to achieve a higher rate of total return than the FTSE Actuaries All Share
Index through investing in a diversified portfolio of stocks.
There are no specific ESG or carbon-related targets. The investment managers seek to
identify material risks and opportunities relevant to each investment case over a variety of
time horizons as per their investment decisions. The need to decarbonise the global economy
over the long term presents potential investment opportunities. For example, industrial gas
company Air Products & Chemicals and sustainable technology company Johnson Matthey
have the potential to benefit from the need to decarbonise. We continue to invest in early-
stage companies, Ceres Power, AFC Energy and ITM, who are developing and manufacturing
technologies that could benefit from decarbonsation trends over the longer term.
The investment managers report to the Board on ESG related considerations as part of their
regular updates.
We are a minor Scope 2 emitter,
from the energy consumed in the
organisation via our offices. Our head
offices use green energy from 100%
renewable energy sources.
Legislative change in relation
to carbon, including reporting
requirements and taxation
implications poses an immaterial yet
emerging risk to our business along
with others in the marketplace and
we must ensure we are able to meet
such reporting requirements.
Environmental, Social and Governance (‘ESG’) continued
61
STRATEGIC REPORT
62 lawdebenture.com
Environmental, Social and Governance (‘ESG’) continued
RISK MANAGEMENT
Disclose how the Company identifies, assesses, and manages climate-related risks.
Overview to Risk Management
Our approach to the identification and assessment of risk management includes a review of climate-related risks that are reported
to the Audit and Risk Committee annually, most recently in December 2025. We have assessed the impact of climate change on the
financial statements of the Group and concluded that presently there are no adjustments required to the financial statements.
We consider climate risk for the Group to be low and it is not considered to be a principal risk under the Group’s scoring assessment of
principal risks in Risk Management on pages 45 to 46. ESG climate regulatory reporting requirements remain an emerging risk and we
will continue to review this on a regular basis.
Portfolio IPS Business
Climate-related risks within the Portfolio are predominantly
assessed through investment analysis. This includes scheduled
company reporting, meetings with company management and
access to third-party research. Where appropriate we engage
with company management in order to increase climate
disclosures and to set clear and measurable greenhouse gas
reduction targets.
Climate considerations are reviewed at an operational level
where feasible. The majority of direct carbon and energy usage
is via the office locations. There has been an active decision to
move into sustainable premises for our two largest offices, the
London head office and Manchester site (c.80% employees),
which are both sustainable BREEAM offices.
There have been no IPS assets impaired because of climate-
related physical risks.
METRICS AND TARGETS
Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities.
Overview to Metrics and Targets
As the direct climate risk for Law Debenture is low, it has been decided not to accelerate the implementation of metrics or setting
of targets. During the year, we undertook an assessment on calculating Scope 3 emissions across the Group and have decided not
to publish Scope 3 emissions given that a) we are not an ESG fund, and b) due to the highly complex and costly barriers to entry in
calculating this metric in the operational IPS business.
Portfolio IPS Business
There are currently no KPIs to assess climate-related risks that
are applied to the Portfolio in aggregate.
Our current reporting metric is Scope 1 and 2 carbon emissions,
which we publish on page 58 using the Greenhouse Gas Protocol.
This report was approved by the Board of Directors on 10 March 2026 and signed on its behalf by:
Law Debenture Corporate Services Limited
Company Secretary
Jayne Howell
‘Camel Refuelling’
STRATEGIC REPORT
63
CORPORATE GOVERNANCE
The Board and Executive Leadership
64 lawdebenture.com
Robert Hingley
N R
Board Chair, Independent Non-Executive Director
Appointed to the Board on 1 October 2017 and appointed Chair 11 April 2018.
Experience: A corporate financier with over 30 years’ experience, Robert was a partner at Ondra LLP
until October 2017. From 2010 until 2015, he was a Managing Director, and later Senior Advisor, at Lazard.
He was previously Director-General of The Takeover Panel from 2007, on secondment from Lexicon
Partners, where he was Vice Chairman. Prior to joining Lexicon Partners in 2005, he was Co-Head of the
Global Financial Institutions Group and Head of German Investment Banking at Citigroup Global Capital
Markets, which acquired the investment banking business of Schroders in 2000. He joined Schroders in
1985 after having qualified as a solicitor with Clifford Chance in 1984.
Skills and Contribution: Strategy, Corporate Finance, Corporate Governance and Mergers and Acquisition.
External Appointments: Robert is currently the chairman of Phoenix Spree Deutschland Limited, Euroclear
UK and International Limited and Marathon Asset Management Limited. He is also a member of the
Takeover Panel.
Denis Jackson Chief Executive Officer (CEO)
Appointed to the Board on 1 January 2018.
Experience: Denis joined Law Debenture in July 2017 as Chief Commercial Officer. Previously he was at
Capita plc as director of new business enterprise, having been a director at Throgmorton UK Limited
(which Capita acquired). Prior to that, Denis was regional general manager – Europe and the United
States – for Tibra Trading Europe Limited, a FCA regulated proprietary trading company, which he
joined from Citigroup (formerly Salomon Brothers). He spent almost 20 years there in a variety of roles
including in Treasury (both in New York and London), as Head of the Finance Desk in Hong Kong, Head
of Fixed Income Prime Brokerage in New York and ultimately, Head of EMEA Prime Brokerage Sales.
Skills and Contribution: Strategy, Commerce, Corporate Finance and Governance, Operational and
Transactional leadership in regional organisations.
Trish Houston Chief Operating Officer (COO)
Appointed to the Board on 2 September 2020.
Experience: Trish brings over 25 years of experience spanning professional services and financial
services, with a career focused on operational leadership, strategic transformation and people-led
growth. At JDX Consulting, as a member of the senior management team, she led the integration
of three businesses and managed two rounds of private equity sales, while holding executive
responsibility for the firm’s operational and organisational functions. Prior to that, Trish was a Partner
at Ruffer LLP, where she held senior leadership roles in Finance, Risk and HR. Earlier in her career, she
was a member of the asset management team at PricewaterhouseCoopers LLP, with experience
across private equity and structured finance, and worked in their UK, Australian and Swiss offices.
Skills and Contribution: Strategy, Operational Leadership, Organisational Transformation and Human
Capital. Trish is a Chartered Accountant and a Member of the Chartered Institute for Securities &
Investment. She has pursued continuous executive development throughout her career, completing
the Leading Change and Organisational Renewal programme at Stanford Business School and, most
recently, the Senior Executive Programme at London Business School, for which she was awarded a full
scholarship.
Clare Askem
A R N
Senior Independent Director, Workforce Engagement and Whistleblowing
Champion
Appointed to the Board on 10 June 2021.
Experience: Clare has extensive background in strategic development and in-depth experience in
business change and digital transformation. Previously, Clare was managing director of Habitat at
Sainsbury plc and was a director on the Sainsbury’s Argos operating board. Prior to her role at Habitat,
she held a number of executive positions at Home Retail Group plc including director of strategic
development, chair of the group’s technology committee and director on the operating board for
Homebase. Prior to these roles, Clare also held other executive positions at Dixons Carphone plc.
Skills and Contribution: Strategy, Corporate Transactions and Digital Marketing and Distribution.
External Appointments: Clare is a non-executive director of IG Design Group plc.
CORPORATE GOVERNANCE
65
Pars Purewal
A R N
Independent Non-Executive Director
Appointed to the Board on 16 December 2021.
Experience: After a career spanning more than thirty-five years, Pars retired as a senior partner
of PricewaterhouseCoopers (PwC) in June 2019. His experience included being PwC’s UK Asset
Management leader for ten years and finance partner for both asset and wealth management. He
was also chair of the Audit Committee of both Brewin Dolphin Holdings PLC and Federated Hermes
International.
Skills and Contribution: In depth knowledge of the Financial Services Sector, Auditing and Accounting,
Fund Management, Risk Management and Compliance.
External Appointments: Pars is currently a Fellow of the ICAEW, Chairman of Finsbury Growth &
Income Trust PLC and Royal London Asset Management Holdings Limited, and is a non-executive
director of Royal London Mutual Insurance Limited.
Maarten Slendebroek
A R
Independent Non-Executive Director
Appointed to the Board on 11 January 2024.
Experience: Maarten has over 35 years of investment management experience and extensive
knowledge in strategic development having previously worked as distribution and strategy director
and later CEO of Jupiter Fund Management plc until November 2019. Before then he was managing
director and head of international retail at BlackRock for over 18 years.
Skills and Contribution: In depth knowledge of the Financial Services Sector, Fund and Investment
Management, Strategic Development and Governance.
External Appointments: Maarten is currently the chairman of the supervisory board at Robeco
(Rotterdam), Mintus Group and Brooks Macdonald Group plc. He also serves on the board of trustees
for the Orchestra of the Age of Enlightenment Trust.
Claire Finn
R A N
Independent Non-Executive Director
Appointed to the Board on 2 September 2019.
Experience: Claire has over 25 years experience in financial services, predominantly asset
management. She transitioned to a career as a portfolio Non-Executive Director in 2019. In her
executive career, Claire worked at Tokyo-Mitsubishi Bank, Henderson Global Investors, and latterly at
Blackrock, where she spent almost 13 years, rising to become managing director and head of UK DC,
Unit Linked and Platforms, responsible for strategy, innovation and growth.
Skills and Contribution: Investment Management, Distribution to retail and institutional investors,
Strategic Innovation and Growth in the UK asset management, pensions and insurance industries and
Corporate Governance.
External Appointments: Claire is the chair of UBS Asset Management Life Limited and a non-executive
director of Artemis Fund Managers Limited, Sparrows Capital Limited and Baillie Gifford Shin Nippon
Public Limited Company.
Executive leadership
The CFO and CTO join the CEO and COO to form the Executive Leadership team.
Isla Pickering
Chief Financial Officer (CFO)
Spencer Knightsbridge
Chief Technology Officer (CTO)
Key
A
Audit and Risk Committee
R
Remuneration Committee
N
Nomination Committee Committee Chair
66 lawdebenture.com
CORPORATE GOVERNANCE
Craig Campbell
‘The Kelpies Forged in Time’
The Directors present their Annual Report and the audited financial statements for the year ended 31 December 2025. The Company
operates as an investment trust in accordance with sections 1158-1159 of the Corporation Tax Act 2010 as amended (‘CTA 2010’) and has
been approved as such by HM Revenue & Customs. In the opinion of the Directors, the Company has conducted its affairs so as to enable
it to continue to be an approved investment trust under the CTA 2010. The Company, which is not a close company, is registered as an
investment company as defined in section 833 of the Companies Act 2006 and operates as such. The Directors consider that the Group
operates as a going concern.
The Corporate Governance report forms part of the Directors’ Report.
CORPORATE GOVERNANCE
67
Directors’ Report
Essential contracts
In the view of the Board, the only contract that is essential to the
business of the Group is the investment management agreement
with Janus Henderson, details of which are set out in the Strategic
Report on page 37. Please refer to Section 172(1) statement on
page 50 for further details on principal service providers including
the depositary, custodian, corporate brokers and registrar.
Financial instruments
The Company’s financial instruments, financial risk management
objectives and policies arising from its financial instruments and
its exposure to risk are disclosed in note 19 to the Accounts.
Revenue, dividends and reserves
The Group statutory revenue return attributable to shareholders
for the year ended 31 December 2025 was 37.26 pence per share.
The Directors recommend a final dividend of 10.375 pence per
share, which, together with the three interim dividends of 25.125
pence paid in each of July and October 2025 and January 2026,
will produce a total of 35.5 pence per share if approved by
shareholders at the AGM (2024: 33.5 pence). The final dividend will
be paid on 29 April 2026 to holders on the register on the record
date as at 20 March 2026. After deduction of the interim and 2024
final dividends of £45.6m (Restated 2024: £43.0m) and share
premium cancellation (£119.7m), consolidated revenue reserves
increased by £124.2m (Restated 2024: increased by £2.9m).
Directors
The Directors at the date of this report are listed on pages 64 and
65. All Directors held office throughout the year.
All Directors are required to stand for re-election every year
(or election at the next AGM following appointment). The list of
candidates, which the Board supports, is set out in the Notice
of AGM. The particular skills and experience that each Director
contributes to the long-term sustainable success of the Company
and the Group may be found on pages 64 and 65.
Directors’ conflicts of interests
The Directors have a statutory duty to avoid conflicts of interest.
The Board has in place appropriate procedures to deal with
conflicts and potential conflicts, including an annual review, and
can confirm that those procedures are operating effectively.
Whether any new conflicts are to be declared is also considered at
each Board meeting. Each Director has declared all matters that
might give rise to a potential conflict of interest and these have
been considered and, where necessary, approved by the Board.
Future developments
Details of future developments are disclosed in the Chairman’s
statement on page 10 and the Chief Executive Officer’s review on
page 19 in the Strategic Report.
Regulatory obligations
The Company is subject to continuing obligations applicable to
premium listed companies, overseen by the FCA.
Information required to be disclosed in accordance with UK Listing
Rule 6.6.4 is included as referenced below:
Rule Detail Where
6.6.1 (1) Interest capitalised Note 5, page 139
6.6.1 (6) Allotment of equity
securities
Note 17, page 150
6.6.1 (2-5) (7-13) n/a n/a
Under the Alternative Investment Fund Managers Directive (‘AIFMD’)
the Company is required to appoint an “Alternative Investment
Fund Manager” (‘AIFM’), which must be appropriately regulated by
the FCA. The Company has elected to be its own AIFM.
The AIFM is required to provide portfolio management, risk
management, administration, accounting and company secretarial
services to the Company. All of these functions, barring portfolio
management which continues to be delegated to Janus Henderson,
are undertaken by the Company. The Company has appointed
NatWest Trustee and Depositary Services Limited, as depositary
under Article 36 of the AIFMD. A fee is payable for this service, being
0.0125% per annum of the calculated monthly NAV. As part of its
duties, the depositary is responsible for custody of the Company’s
Portfolio assets, and has appointed HSBC Bank plc (which has been
the Company’s custodian for many years) as sub-custodian.
AIFMs are obliged to publish certain information for investors and
prospective investors and that information may be found either in
this Annual Report or on the Company’s website at https://www.
lawdebenture.com/investment-trust/corporate-governance#the-
alternative-investment-fund-managers-directive-(aifmd).
The AIFMD requires us to report on ‘leverage’. This is slightly different
from gearing (refer to page 168), leverage being any method of
borrowing that increases the Company’s exposure, including the
Directors’ Report
CORPORATE GOVERNANCE
68 lawdebenture.com
Directors’ Report continued
borrowing of cash and the use of derivatives. It is expressed as a
ratio between the Company’s exposure and its NAV and must be
calculated on a ‘gross’ and a ‘commitment’ method. Under the
gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without
taking into account any hedging and netting arrangements. Under
the commitment method, exposure is calculated without the
deduction of sterling cash balances and after certain hedging and
netting positions are offset against each other. At 31 December
2025, the leverage calculated under the gross method was 1.14,
and under the commitment method was 1.17.
ESG considerations
The Group gives ongoing consideration to ESG factors in both the
management of the Portfolio and the IPS business. This is reflected
throughout the Strategic Report on pages 8 to 62.
Our energy and carbon emissions are reported in the ESG section
on page 58.
Repurchase and issue of shares
At the 2025 AGM, the Directors were given power to buy back
up to 19,876,103 ordinary shares or, if less, the number of shares
equal to 14.99% of the Company’s issued share capital at that
date. During the year, the Company did not repurchase any of its
shares for cancellation. This authority will expire at the 2026 AGM.
The Company intends to seek shareholder approval to renew its
powers to repurchase shares for cancellation up to 14.99% of the
Company’s issued share capital if circumstances are appropriate,
at the 2026 AGM.
The Directors were also given power to allot up to 26,519,150 ordinary
shares at the 2025 AGM. From the 2025 AGM to 9March 2026 the
Company issued a total of 1,300,324 ordinary shares under its share
issuance programme and its SAYE scheme. The authority will expire
at the 2026 AGM at which the Company intends to seek shareholder
approval to renew its powers to issue shares up to 20% of the
Company’s share capital in issue at 9March 2026.
Donations
The Company made charitable donations totalling £1,200 (2024:
£1,750 to Place2Be) to Mind Mental Health Charity, Marie Curie and
Samaritans. The Company did not make any political donations
(2024: £nil).
Share capital and significant shareholdings
The Company’s share capital is made up of ordinary shares with a
nominal value of 5 pence each. The voting rights of the shares on
a poll are one vote for every share held. There are no restrictions
on the transfer of the Company’s ordinary shares or voting rights
and no shares which carry specific rights with regard to the control
of the Company. There are no other classes of share capital and
none of the Company’s issued shares are held in treasury. As at
31 December 2025, there were 133,921,079 ordinary shares in issue
with 133,921,079 voting rights. Note 17 includes details of share
capital changes in the year.
As at 31 December 2025, there were no shareholders that had
notified the Company of a beneficial interest of 3% or more of the
issued share capital. Additionally, no such disclosures had been
made to the Company as at 10 March 2026. Share information as
required by section 992 of the Companies Act 2006 appears at
pages 37 and 150.
Workforce engagement
Clare Askem is our Workforce Engagement Director. Some of her
responsibilities include:
• Being available to employees to discuss their views on working
conditions and other relevant work-related matters or concerns.
• Understanding and interpreting the views of the workforce.
• Reporting the views of the workforce to the Executive Leadership
team and the Board.
• Agreeing an annual calendar of engagement events with the
Group Company Secretary.
• Providing feedback on existing workforce engagement mechanisms.
Further details regarding the workforce engagement that was
conducted during the year as well as a review of the effectiveness
of our workforce engagement mechanisms can be found in the
Section 172(1) Statement on page 48.
Disability statement
We have policies in place to ensure that full and fair consideration
is given to applications for employment from disabled persons,
where they are able to adequately fulfill the role requirement.
Whilst we endeavour to build our workforce from within, we
also recognise the benefit of introducing new talent into our
organisation and sometimes need to look externally for strong
talent. We search for candidates through a number of different
avenues, which allows us access to a more diverse candidate pool.
One of our key criteria when selecting our recruiting partners is to
ensure our values are aligned. We also actively review recruitment
procedures on a regular basis to encourage applications from and
the employment of, persons with disabilities.
We are committed to promoting equal opportunities for
colleagues with disabilities and we continue to review our policies
and practices to ensure that persons with a disability do not
encounter obstacles or discrimination throughout the application,
training, promotion and career development stages. Wherever
possible we will retain the services of a colleague who is or
becomes disabled, including retraining and/or redeployment
where reasonable and practical. 7.2% of our colleagues have
declared a disability.
69
CORPORATE GOVERNANCE
Shareholder relations
The Board encourages communication with shareholders on
matters of mutual interest throughout the year. The Executive
Leadership team has primary responsibility for managing regular
and effective communications with analysts and institutional
investors on various matters such as operational, financial
performance and strategy. The Board and Committee Chairs
are also available upon request to meet with shareholders and
they ensure that the Board/Committee as a whole have a clear
understanding of investors’ views, taking these into consideration
when making decisions, as appropriate.
The Board recognises the value of the AGM as an opportunity to
communicate with shareholders and encourages their participation.
Separate resolutions are put to the AGM on each issue. The number
of votes lodged for and against each resolution and the number
of votes withheld are published immediately after the AGM to the
London Stock Exchange and on the Company’s website.
In April 2025, the Board was pleased to have been able to engage
with shareholders in person during and after its AGM. Shareholders
engaged with us on the growth prospects of certain portfolio
companies, the macroeconomic conditions at the time, potential
investment opportunities, the state of the UK market given increasing
trends towards the United States, monitoring the current portfolio
rationale for remaining UK-centric, our holdings in smaller and de-
listed companies and borrowing limits. We also published a video
recording of our AGM, in addition to the PowerPoint presentation, on
our website for year-round access.
In line with governance recommendations, if 20% or more of the
votes cast were against any Board resolution, the Company would
announce the actions it intended to take including consultation
with shareholders and a summary on the outcome of those
discussions. The Board confirms that none of the resolutions put
to shareholders at the AGM in 2025 received more than 20% votes
against, of the votes cast.
Shareholders are sent a copy of the Annual Report, which includes our
Notice of AGM, at least 21 clear days before the AGM. The Company
also provides this service to shareholders in nominee companies
where the nominee has made appropriate arrangements. Details of
the 2026 AGM are set out on pages 174 to 175.
The Company is within scope of the Consumer Duty regulations.
An Assessment of Value and Consumer Duty report, which
assesses whether the Company’s shares provide value to its retail
shareholders, is presented annually to the Board for approval.
This assessment also includes a summary of all shareholder
communications and any complaints received during the year, as
well as a review of the Company’s shareholder engagement policy
and target market assessment.
The Company’s website has a dedicated shareholder information
section, which includes all Regulatory News Service announcements,
our monthly factsheets about the Portfolio’s performance, afinancial
calendar, previous annual and half-yearly reports and other
important shareholder information are available for download.
Other engagement activities undertaken during 2025 may be
found on page 49 and 50 of the Section 172(1) Statement.
Other stakeholder relations
Day-to-day relationships with the Company’s key stakeholders are
managed by the Executive Leadership team, the Group Company
Secretary and IPS Business Heads and where appropriate, their
activities are reported to the Board. The Board, directly or through
its Committees, engages or oversees engagement.
The Board is given the opportunity to interact with stakeholders at
employee, client and investor focused events held throughout the
year. Further details may be found in the Section 172(1) Statement
found on page 49.
Investment managers – interests held
Laura Foll held 13,650 shares in the Company as at 31 December 2025
(2024: 13,650). James Henderson did not have a beneficial interest as
at 31 December 2025 (2024: nil), although persons connected to him
had an interest of 134,000 shares (2024: 134,000 shares). In addition, a
charity with which James Henderson has non-beneficial connections
owns 117,000 shares (2024: 117,000 shares).
The Company holds no shares in the Janus Henderson Group
or their products. It has been notified that funds managed by
members of the Janus Henderson Group held 49,309 shares in the
Company as at 31 December 2025 (2024: 50,951 shares).
Employee participation/issue of shares
Employees are informed of the financial aspects of the Group’s
performance through regular all staff calls and periodic
management meetings. As with all our shareholders, employees
are able to view the Annual Report online or can request a physical
copy. Bi-annual updates, for all staff, on our financial performance
are also held. The Company operates a SAYE scheme in which all
UK established or resident employees are eligible to participate
after completing a minimum service requirement.
Options outstanding under the SAYE scheme as at 31 December
2025 were:
Date of grant
Number of
option holders
Shares
under option Exercise price
26 August 2020 11 1,113 539.00p
1 September 2021 20 29,763 778.00p
8 September 2022 16 19,984 781.00p
11 September 2023 23 31,837 775.00p
11 September 2024 18 14,741 897.00p
11 September 2025 24 22,566 1,016.00p
Employees are invited to participate in our SAYE scheme annually,
where they are given the opportunity to save up to £500 each
month for a period of five years. After five years, employees may
either withdraw their savings and not buy any of the Company’s
Directors’ Report continued
CORPORATE GOVERNANCE
70 lawdebenture.com
shares or exercise the right to purchase shares at a price that is
fixed at the date they entered into the scheme.
Directors’ responsibility for financial reporting
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006 and other applicable laws and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
are required to prepare the Group financial statements in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006. Under company
law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the
state of affairs of the Group and of the profit or loss for the Group
for that period. The Directors are also required to prepare financial
statements in accordance with international financial reporting
standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union.
In preparing these financial statements, IAS1 requires the Directors:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether they have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006, subject to any material
departures disclosed and explained in the financial statements;
• state whether they have been prepared in accordance with
international financial reporting standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union,
subject to any material departures disclosed and explained in the
financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group 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 Group’s
transactions and disclose with reasonable accuracy at any time,
the financial position of the Group and enable them to ensure that
the financial statements comply with the Companies Act 2006 and,
as regards the financial statements, article 4 of the IAS Regulation.
They are also responsible for safeguarding the assets of the Group
and 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.
Website publication
The Directors are responsible for ensuring the Company’s Annual
Report and the financial statements are made available on
a website. Financial statements are published on the Group’s
website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Group’s website is the
responsibility of the Directors. The Directors’ responsibility also
extends to the ongoing integrity of the financial statements
contained therein.
Directors’ indemnities
The Company has made qualifying third party indemnity
provisions for the benefit of its Directors which were made during
the year and remain in force at the date of this report. Directors’
and Officers’ liability insurance cover is also in place in respect
of the Directors. The Company has made qualifying third party
indemnity provisions for the benefit of its Directors and directors
of its wholly owned subsidiaries, and these remain in force at the
date of this report.
Directors’ Report continued
Directors’ responsibility statement
pursuant to DTR4
The Directors confirm to the best of their knowledge that:
• the financial statements have been prepared in accordance with
international financial reporting standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union
and give a true and fair view of the assets, liabilities, financial
position and profit and loss of the Group; and
• the Annual Report includes a fair review of the development
and performance of the business and the financial position of
the Group, together with a description of the principal risks and
uncertainties that they face.
Auditors
In the case of each Director in office at the date the Directors’
Report is approved:
• so far as each Director is aware, there is no relevant audit
information of which the Group and Company’s auditors are
unaware; and
• they have taken all the steps that they ought to have taken as
a Director in order to make themselves aware of any relevant
audit information and to establish that the Group and Company’s
auditors are aware of that information.
This report was approved by the Board of Directors on 10 March
Robert Hingley
Chair of the Board
Directors’ Report continued
CORPORATE GOVERNANCE
71
Dean Tillinghast
‘Japanese castle in
blossom’
CORPORATE GOVERNANCE
72 lawdebenture.com
Corporate Governance Report
Corporate governance
The Directors are required to report on how the Company has
applied the main and supporting principles in the UK Corporate
Governance Code (‘the Code’), and to confirm that it has
complied with the Code’s provisions or, where this has not been
the case, to provide an explanation. This report relates to the Code
as published in January 2024, a copy of which may be obtained
by visiting www.frc.org.uk. The Financial Reporting Council (‘FRC’)
has recognised that the Board structure of investment companies,
such as Law Debenture, might affect the relevance of some of the
provisions of the Code. The Company has therefore considered the
provisions of the Code that are applicable to it as a FTSE 250 listed
investment company. This corporate governance statement forms
part of the Directors’ Report and should be read in conjunction
with the Strategic Report on page 8 to 62.
The Board has concluded that, as demonstrated by the disclosures
made throughout the Strategic and Directors’ Reports, the
Company has complied with all of the requirements applicable to
it under the Code.
The Company continues to work on enhanced monitoring and
review processes with a view to complying with provision 29
(which companies need to comply with for financial years
commencing on or after 1 January 2026). Further details can be
found on page 80.
The Board – role and modus operandi
The names and biographies of the Directors at the date of this
report are on page 64 and 65 of the Annual Report.
The Board is responsible for the overall strategy and management
of the Group, setting investment strategy and ensuring that the
Company is operating in compliance with statutory and legal
obligations. There is a formal schedule of matters specifically
reserved for Board decision, published on the Company’s website
(https://www.lawdebenture.com/investment-trust/ corporate-
governance#matters-reserved-for-the-board). Matters
connected with strategy and management, structure and capital,
financial reporting and control, the Portfolio, contracts, stakeholder
engagement and shareholder communication, Board membership
and other appointments, remuneration and corporate governance
are reserved for the Board.
In discharging its responsibilities, the Board takes account of the
Group’s purpose, values and culture, aiming to promote enhanced
value for shareholders in both capital and income terms and
contributing to wider society where possible. The Board sets a
cultural tone that encourages openness, diversity and attention
to the needs and views of shareholders and those who transact
with us through our IPS business. They ensure that both themselves
and all staff act with integrity, lead by example and promote the
Group’s culture. The Board Chair also ensures that the interests of
the Company’s institutional and retail shareholders are tabled for
discussion, to further the Board’s understanding of their views and
to garner responses, where appropriate.
The Board operates as a collective decision-making forum.
Individual Directors are required to scrutinise reports produced
by the Executive Leadership team and are encouraged to debate
issues in an open and constructive manner. Where appropriate,
the Board Chair also holds meetings with the Non-Executive
Directors without the Executive Directors present and vice versa.
Procedures are in place to enable independent professional advice
to be taken by individual Directors at the Company’s expense.
The Board regularly discuss the necessary resources in place to
meet the investment objective and measure performance regularly.
The Board regularly considers the view of shareholders and
stakeholders as outlined in the S172 Statement on page 48.
The process for the appointment of Directors is set out in the
Nomination Committee report on page 76. The Company may
amend its Articles of Association by special resolution at a general
meeting of its shareholders, at which at least 75% of the votes cast
must be in favour of the resolution.
The Board meets regularly throughout the year. The attendance
records of the Directors at scheduled Board and Committee
meetings during 2025 are set out in the table below:
Board
Remuneration
Committee
Audit
and Risk
Committee
Nomination
Committee
Number of
Meetings
6 7 7 2
Denis Jackson 6 n/a n/a n/a
Trish Houston 5
^
n/a n/a n/a
Robert Hingley 6 7 n/a 2
Pars Purewal 6 7 7 2
Claire Finn 6 7 6* 2
Clare Askem 6 7 7 2
Maarten
Slendebroek
6 7 7 2
* Claire Finn did not attend one Audit and Risk Committee meeting due to a
personal bereavement.
^ Trish Houston did not attend one Board meeting due to attending the London
Business School’s Executive Programme. Further details can be found on
page57.
CORPORATE GOVERNANCE
73
DIVISION OF RESPONSIBILITIES
Board Chair
The Chair is responsible for the leadership
and overall effectiveness of the Board
and individual Directors. He sets the
agenda for each meeting with the support
of the Group Company Secretary. The
Chair manages the meeting timetable,
promotes open and effective discussion
and challenge at meetings, and creates
an environment in which all participants
feel comfortable to share their views.
He is also responsible for ensuring that
shareholders’ views are understood by the
Board as a whole.
Senior
Independent
Director (‘SID’)
The SID provides a sounding board for
the Chair and, if necessary, acts as an
intermediary for the other Non-Executive
Directors. The SID is also available for
communication with shareholders where
normal lines of communication via the
Chair, CEO or COO are not successful or
where it is considered more appropriate.
The SID also leads the annual appraisal
of the Chair and an orderly succession
process for the Chair, working closely with
the Nomination Committee in both cases.
Executive Directors
The Executive Directors are responsible for
the leadership and management of the
business within the scope of the authorities
delegated by the Board. They must exercise
those authorities to achieve the strategic
objectives set by the Board, implement
Board decisions and ensure that the Group
complies with all of its regulatory and legal
obligations. The Executive Directors are also
responsible for communicating the views
of the Executive leadership and Operational
leadership teams on business issues to the
Non-Executive Directors of the Board.
Non-Executive
Directors
The Non-Executive Directors help to set the
strategy for the business, offer specialist
advice, constructively challenge the
Executive Directors and scrutinise the
performance of the Executive Directors
in relation to the delivery of that strategy
and their personal objectives, the
implementation of Board decisions and
compliance with the Group’s regulatory
and legal obligations.
The Board – independence
At least half of the Board, excluding the Chair, must be
independent Non-Executive Directors (‘NEDs’). The Board can
confirm that, as at the date of this report, excluding the Chair,
four of the six other Directors are independent NEDs. In assessing
Directors’ independence, the Board takes into account their
tenure on the Board, whether or not a Director is independent of
management, and any material business or other relationship that
could affect or interfere with the exercise of objective judgement
by the Director, or his/her ability to act in the best interests of the
Group. The Board is also satisfied that each Director dedicates
sufficient time to Law Debenture, and that none of the Directors
is ‘overboarded’ (having five or more listed company roles).
When assessing time commitment, the Board takes into account
Directors’ private company and pro-bono roles. The contribution
made by each Director to the Company’s and Group’s long-term
success, is described on pages 64 and 65 of the Annual Report.
The Chair, Robert Hingley, was independent at appointment and
continued to be independent throughout the period, in the view
of the Board, having no current or previous connections with the
Company or any of its subsidiaries.
The Board is satisfied that Robert Hingley’s other commitments
do not interfere with the discharge of his responsibilities to Law
Debenture, and that he dedicates sufficient time to discharge his
duties as Chair.
Similarly, the Board is satisfied that Pars Purewal, Claire Finn,
Clare Askem and Maarten Slendebroek were independent at their
respective dates of appointment and that they have remained
independent, having no previous connection with the Company or
any of its subsidiaries.
Denis Jackson and Trish Houston, as Executive Directors, are not
independent.
Clare Askem as the SID is available to shareholders who have
concerns that cannot be addressed through the Chair, CEO or
COO.
Directors’ remuneration
Details of the Directors’ remuneration appear in the Directors’
Remuneration Report on pages 85 to 110.
Board committees
The Board has established Nomination, Audit and Risk and
Remuneration Committees, to each of which it has delegated
certain responsibilities. Each Committee has terms of reference,
which are reviewed annually and published on the Company’s
website (www.lawdebenture.com/investment-trust/corporate-
governance). Membership of the Committees is also reviewed
annually. Taking account of the position of the Company as an
investment trust, the Board is deliberately kept small and it believes
Corporate Governance Report continued
CORPORATE GOVERNANCE
74 lawdebenture.com
Corporate Governance Report continued
this is in the best interests of shareholders. The Board remains
satisfied that its composition and size is sufficient to ensure that
the requirements of the business can be met.
The membership of the Board and its Committees are fully
compliant with Code stipulations. Reports with respect to each of
the Committees may be found on pages 76, 80 and 85.
The Board does not operate a Management Engagement
Committee; the duties of such a committee are undertaken
directly by the Board.
Accountability and audit, fair balanced and
understandable reporting and going concern
The statement of Directors’ responsibilities in relation to the
financial statements appears on page 70. The independent
auditors’ report appears on pages 112 to 121. The Directors confirm
that the Group and Company are a going concern as evidenced
by the financial statements, which demonstrate a healthy position,
taking into account all known and future anticipated liabilities, and
the Group’s ability to meet those liabilities. The performance metrics
of the Group remain strong. There are no material uncertainties that
call into question the Company’s ability to continue to be a going
concern for at least 12 months from the date of approval of the
financial statements. The Directors therefore consider it appropriate
to adopt a going concern basis in preparing the financial
statements. Refer to the Going Concern Statement on page 129.
The Audit and Risk Committee has concluded, and the Board
concurs, that the financial statements present a fair, balanced
and understandable assessment of the financial position
and prospects of the Company and the Group. The financial
statements are reviewed by the Audit and Risk Committee,
approved by the Board and signed by the Chair and CEO. In
the opinion of the Board, the Annual Report, taken as a whole is
fair, balanced and understandable and provides the necessary
information for shareholders to assess the Company’s and
Group’s position and performance, business model and strategy.
Internal controls and risk management systems
The framework of internal controls underpins the Company’s risk
management framework, enabling it to operate within the desired
risk appetite. The following paragraphs provide a description of
the main features of the internal control and risk management
systems in relation to the financial reporting process, which fulfil
the obligations of the FRC Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting and the
Financial Conduct Authority’s (‘FCA’) Disclosure Guidance and
Transparency Rules. This section should be read in conjunction with
the Strategic Report, which sets out how the Directors manage or
mitigate the principal risks relating to the Group’s business.
The Board monitors the effectiveness of internal controls on a
continuous basis to ensure that internal control and risk mitigation
is incorporated into the day-to-day management of the
organisation, both directly through main Board general reviews
and by the more specific work carried out by the Audit and Risk
Committee. The annual internal audit programme and system of
compliance checks have both been developed using a risk-based
methodology and an evaluation of the existing process controls.
Other mechanisms in place to monitor risk include:
• Board review of the Group’s matrix of key risks and controls
managed by the Group Risk function, reporting to an Executive
Risk Committee;
• an outsourced internal audit function, overseen by the Audit
and Risk Committee, which involves business departments and
business wide processes (including overseas offices) being
subject to audit on a regular basis;
• testing of the FCA regulated business’ systems and controls;
• testing of the Company’s compliance with its AIFMD obligations;
• review of reports by the depositary and the sub-custodian,
including any ISAE 3402 auditor reports and bridging letters
provided;
• periodic reports to the Board by Legal and the Company
Secretary about legal and regulatory changes, and the steps that
the Board must take to comply; and
• review of the reports produced by the external auditors on their
annual audit work.
The Board considers that the above measures constitute the
continuing application of the FRC risk guidance and form an
important management tool in the monitoring and control of the
Group’s operational risks.
An important element of the overall controls remains a continuous
review of the quality and effectiveness of internal financial controls
of the Group. The Board requires that the Group maintains proper
accounting records, so that it can rely on the financial information
it receives to make appropriate business decisions and also that
the Group’s assets are safeguarded. This includes having data
that allows the Board to consider country and currency exposure
and potential impairment of assets (both financial and non-
financial).
Key elements of the systems of internal control continue to be:
• regular qualitative self-assessment of the effectiveness of
the individual controls maintained in the overall internal
financial control framework; preparation by management of a
comprehensive and detailed budget, involving annual Board
approval and comparison at Board level of actual results with
budgets and forecasts at every meeting;
• systematic reporting to the Board of matters relating to litigation,
insurance, pensions, taxation, accounting, counterparty risk and
cash management as well as legal, compliance and company
secretarial issues;
CORPORATE GOVERNANCE
75
Corporate Governance Report continued
• review of internal audit reports by the Executive Risk Committee
and the Audit and Risk Committee;
• review of the internal controls of those services, such as
investment management, which have been delegated to third
parties. This review was conducted during the initial contractual
negotiations and on a regular basis, including regular discussions
with the senior management and compliance staff of Janus
Henderson, and the performance of an on-site independent
review of operational controls;
• monitoring by the Board of the investment management process,
including the establishment and maintenance of investment
guidelines, receiving a report from the investment managers on a
quarterly basis, the review of all transactions with the investment
managers and regular reconciliations of the records of the Group
with those of the depositary and sub-custodian; and
• receipt of frequent and detailed reports about the performance of
the IPS business, including the overseas subsidiaries.
The systems of internal financial control are designed to provide
reasonable assurance against material misstatement or loss.
By means of the procedures set out above, the Directors have
established a robust process for identifying, evaluating and
monitoring the effectiveness of the internal control systems for
the period. This process has been in place throughout 2025 and is
reviewed by the Board on a regular basis.
We have a robust whistleblowing procedure which allows people
to raise concerns under the Public Interest Disclosure Act 1998
about possible improprieties in matters of financial reporting or
other matters. Any concerns which are raised will be subject to
proportionate investigation, with appropriate follow up action as
per the policy. There is a clearly defined reporting structure with
colleagues having the option to raise any concerns with their
line manager, the Head of Legal, Risk and Compliance and Head
of HR or if those avenues are not appropriate, to the Workforce
Engagement Director. If they do not wish to report to any of
these persons for any reason, they may report their concerns
using our whistleblowing service provided by Safecall, which is
available 24 hours a day. Reports using this channel may be made
anonymously. Further details on risk management may be found
on pages 42 to 46.
Information about share capital
The information that the Company is required to disclose about
its share capital can be found in the Directors’ Report (significant
holders) on page 68 and Notice of AGM (total voting rights) on
page 174.
This report was approved by the Board of Directors on 10 March
2026 and signed on its behalf by:
Law Debenture Corporate Services Limited
Company Secretary
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76 lawdebenture.com
Nomination Committee Report
Annual statement by the Chair of the
Nomination Committee
I am pleased to present the Company’s Nomination Committee
report for the year ending 31 December 2025.
Other than me as Chair, the members of the Committee who
served during the year were Maarten Slendebroek, Pars Purewal,
Claire Finn and Clare Askem. Details of Committee meetings and
attendance can be found on page 72.
Role and duties
The Committee’s role is to keep under review the structure, size
and composition of the Board and its Committees, to make
recommendations to the Board about adjustments that are
deemed necessary and to ensure effective succession planning in
accordance with legal and corporate governance requirements.
Key duties
• Identification and nomination of suitable candidates to fill Board
vacancies, with particular regard for the need to develop a
diverse pipeline to the Board and Executive Leadership levels.
• Succession planning for the Board.
• Making recommendations for the election and re-election of
Directors.
• Ensuring that the Board and its Committees are constituted
to comply so far as practicable with legal and regulatory
requirements and the Code.
The Nomination Committee ensures that the Board has in place
arrangements for orderly and transparent appointments to the
Board. It is the Board’s policy that meetings be chaired by a Director
other than the Board Chair, when dealing with the appointment
of their successor. There are job descriptions in place for NEDs’
roles, and the Board has written terms and conditions for such
appointments, which will be made available for inspection at
the Company’s registered office upon request to the Company
Secretary, until the conclusion of the 2026 AGM. Particular care is
taken to ensure that NEDs are independent, have sufficient time to
commit to the duties expected of them and that diversity factors are
taken into consideration. No new NED is appointed without first being
interviewed by each existing NED and comfort is obtained in relation
to their other commitments to ensure they have sufficient time to
devote to the role. The Committee considers using open advertising
or the services of external search firms to recruit new Directors. Any
external search firms used are expected to be a signatory to the
standard voluntary code of conduct for executive search firms.
All new Directors undergo an induction process, including
meetings with the CEO, COO, CFO, CTO, Head of Legal, Risk and
Compliance, each of the Business Heads and the investment
manager.
The Board is committed to achieving and maintaining a diverse
and inclusive membership to ensure optimal decision-making
and to assist in the development and execution of strategy, for the
benefit of its shareholders and other key stakeholders. The Board’s
policies on Diversity and Inclusion and Tenure and Succession
Planning both embody this principle, which is considered and
applied in the appointment and succession planning processes.
At the date of this report, the Company is compliant with the
recommendations under the FTSE Women Leaders and Parker
reviews.
Principal activities of the Committee
During the year, the Committee’s principal activities included:
• Reviewing the Board’s policies on Diversity and Inclusion, Tenure
and Succession Planning and Overboarding.
• Reviewing the Board’s short, medium and long-term succession
plans.
• Discussing the actions from the 2025 internal Board and
Committee performance evaluation and monitoring progress on
the actions from the 2024 internal Board evaluation.
• Reviewing each of the Directors’ independence and time
commitments against the overboarding policy.
• Reviewing the composition and constitution of the Board and its
Committees.
• Considering and recommending the re-election of each of the
Directors to the Board, who have subsequently recommended all
of them for shareholder approval at the forthcoming AGM
• Review of our skills matrix and ensuring this covers skillsets for the
future.
77
CORPORATE GOVERNANCE
Board evaluation
Under the UK Corporate Governance Code, it is recommended that
companies conduct externally facilitated Board and Committee
evaluations every three years. The most recent of these was
conducted by the Company in 2023 and therefore an internal
Board evaluation was conducted during the reporting period by
an internal questionnaire and facilitated by a representative of the
corporate secretary.
The evaluation focused on the Board and its Committees’
composition, knowledge and behaviours, governance processes
and support, work undertaken during 2025 and priorities for 2026.
For the Board, the questionnaire also focused on: investment,
strategic and governance matters, investor and stakeholder
engagement and major decisions taken during the year. The
anonymity of responses was guaranteed throughout the process,
to promote candid feedback. The results were discussed by the
Nomination Committee in September 2025 during which the
Directors, led by the SID, in the Board Chair’s absence, reviewed the
Board Chair’s performance over the past year. This was followed
by a discussion, led by the Board Chair, with the Non-Executive
Directors and Executive Directors as separate groups, in the
absence of the other, and finally a full Board discussion. Key
actions arising from the 2025 internal evaluation were to:
• ensure sufficient time for NED-only discussions;
• consider a strategy session to better understand the competitive
landscape for IPS service offerings;
• review meeting frequency to optimise efficiency whilst ensuring
sufficient reflection time.
Actions against each of these recommendations is currently
underway. The Board will continue to conduct an externally
facilitated performance evaluation every three years, where
appropriate, and internal evaluations in the intervening years.
Based on the outcome of the 2025 Board evaluation, following
review of time commitments and other appointments against
the Overboarding policy, and on the basis that they continued
to make valuable contributions and exercise judgement and
express opinions in an independent manner, the Board, on the
recommendation of the Nomination Committee, has proposed
the re-election of all Directors, as set out in the Notice of AGM on
pages 174 to 175.
All Directors are submitted for annual re-election, subject to
continued satisfactory performance, which is assessed as
previously described.
Diversity and inclusion
The Board is committed to achieving the objectives set out in its
Diversity and Inclusion Policy, which may be found on our website
at https://www.lawdebenture.com/investment-trust/corporate-
governance-board-diversity-and-inclusion-policy. Progress
against those objectives is set out below.
We are proud of the progress we have made in becoming a more
diverse and inclusive Board and workforce, which has resulted in,
among other benefits, more independent and diverse thoughts
and solutions, greater debate and challenge on pertinent matters
and an integrated approach towards continually achieving
long-term capital growth in real terms and steadily increasing
income for our shareholders.
Whilst we have achieved our diversity targets and those set by
the FTSE Women Leaders and Parker Reviews, we will continue
to regularly evaluate our culture and composition and make
enhancements for the benefit of our shareholders, clients, staff
and other key stakeholders, as appropriate. We also review our
succession plans at least annually to ensure we have the right
persons in place to support the Group in achieving its objectives.
Nomination Committee Report continued
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78 lawdebenture.com
Nomination Committee Report continued
OBJECTIVES PROGRESS
To continue to adopt a formal, rigorous and transparent
process, taking into account diversity and inclusion, when
considering the appointment of Directors. The Board is
committed to using search firms that access talent from
wide and diverse pools and whose values and approach in
identifying and proposing suitable candidates are aligned with
the Tenure and Succession Planning Policy.
During the year the Board reviewed its Tenure and Succession
Planning Policy, to ensure it remained fit for purpose. The policy
sets out the procedures for the appointment of new Directors and
succession plans for short-term absences in line with governance
best practice.
To achieve and maintain the recommendations of the
FTSE Women Leaders and Parker Reviews, with respect to
gender and ethnic diversity at Board and Committee levels,
recognising that unexpected changes in Board composition
may result in temporary periods when this balance is not
achieved.
As at 31 December 2025, the Company satisfied all recommendations
of the FTSE Women Leaders and Parker Reviews, namely:
• 43% of the Directors on the Board were female and 57% were male
(at least 40% female representation on the Board required).
• 40% of the members on the Remuneration and Nomination
Committees were female and 60% were male.
• There is a 50:50 split between male and female representation on
the Audit and Risk Committee.
• 50% of the Executive Leadership team are female and 50% male.
• One Director on the Board is from an ethnically diverse background
(at least one individual on the Board should be from a minority
ethnic background).
• At the Executive Leadership level, CFO and COO functions of the
Company are held by women.
• At the Board level, both the COO and SID roles are held by women
(at least one of the senior positions on the Board should be held by
a woman).
To be kept updated on the Executive Directors’ progress
in ensuring the proportion of direct reporting roles to the
Board and the Executive Leadership team, held by women
and persons from ethnically diverse backgrounds, are
compliant with the FTSE Women Leaders and Parker Review
recommendations.
The Executive Directors present on gender and ethnic diversity across
the IPS business regularly. In addition, analyses of employee positions
held by women and gender and ethnicity pay gaps across all levels
are regularly reviewed, at least annually. Further details can be found
in the ESG section of the Strategic Report on page 53.
To continue to facilitate a culture of inclusivity among
Board and Committee members and to encourage active
contributions from all Directors, recognising that a clear tone
and example must be set at Board level.
Following the 2025 internal board evaluation, it was found that the
culture and dynamic of the Board, Directors’ individual performances
and discussions at meetings continued to be effective and in line
with the Company’s values set out on page 34 of the Strategic Report.
In addition it was agreed that all Directors set a clear tone to the
business on culture and encourage this to be fully embedded across
the business.
This report was approved by the Board of Directors on 10 March 2026 and signed on its behalf by:
Robert Hingley
Chair, Nomination Committee
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79
Alex Ashby
‘Cultural Evolution’
CORPORATE GOVERNANCE
80 lawdebenture.com
Audit and Risk Committee Report
Annual statement by the Chair of the Audit and
Risk Committee
2025 has been another transformative year at Law Debenture.
The business has continued to grow and the Committee has
continued to focus on ensuring that this growth is matched by
investment in systems, processes and controls and minimises risk.
As the Group evolves towards a modern control environment,
ensuring compliance with provision 29 (Assurance of Controls)
of the FRC’s UK Corporate Governance Code, the Committee
has done a significant amount of work on our risk management
framework to understand our material risks and consider the
material controls that would mitigate these. As part of this work,
we have identified a number of material risks and categorised
these into six risk domains. As a result of this work we have
concluded that our three principal risks (outlined on pages 45
to 46) remain relevant and appropriate. Work will continue to be
undertaken during 2026 to ensure we are in full compliance with
provision 29 ahead of the deadline of 31 December 2026.
The Committee continued to review the collection and
recoverability of our debtors. We monitored aged debt levels
throughout the year and we have been pleased to see that gross
trade receivables at year-end have significantly decreased (see
note 14 on page 149). During the year there has been a business-
wide focus on tightening controls and increasing automation
throughout the invoicing process, further recruitment to increase
the level of experience within our credit control team and targeted
root cause analysis to address client-specific invoicing and
recovery issues. We are particularly pleased with the progress
made in this area during the period.
During the year we concluded our move to an outsourced
model for internal audit and BDO LLP were appointed as Internal
Auditor in May 2025. The Committee is confident that this new
approach will provide resource benefits, specialist expertise and
peer benchmarking, bringing necessary skills for some of the
more complex areas. BDO have developed an annual risk-based
internal audit plan in collaboration with the Committee and
Executive Leadership Team to ensure alignment with business
priorities and governance requirements.
Last year we reported on the work we had undertaken to move to
a new valuation methodology for IPS. The new methodology is now
fully embedded and we are pleased to see that the consistency of
the valuation has been maintained and continues to be aligned
with the mid to high single digit growth in underlying IPS profitability.
Areas of accounting judgments are always a key area of focus
and the Committee is required to ensure that the Annual Report is
fair, balanced and understandable.
A key area of responsibility for the Committee is the
recommendation to the Board of the final dividend to
shareholders. The Committee continues to try to balance the
inflationary pressures that our shareholders have faced whilst
looking forward at the forecast dividend income from the Portfolio
and IPS business. In line with previous years, we recommended
that each of the first three interim dividends for 2025 be set at
a quarter of the total dividend for 2024, resulting in growth of
4.7% in the level of each interim dividend. As a Group, we remain
committed to providing our shareholders with steadily increasing
income and, with these factors in mind, we are recommending
the final dividend of 10.375 pence per share, resulting in a total
dividend of 35.5 pence.
In accordance with the Auditing Practices Board’s Ethical
Standards, our Audit Partner, Andrew (Jamie) Partridge, will rotate
following the conclusion of the 2025 audit, as this will be his
fifth year working with the Corporation and. After meetings with
potential successors, the Committee selected Peter van Daesdonk
as our new audit partner. I would like to take this opportunity to
thank Jamie for his support over the past five years.
Composition and Meetings
The Committee members during the year were the independent
Non-Executive Directors, including myself as Chair, Maarten
Slendebroek, Clare Askem and Claire Finn. Robert Hingley, Chairof
the Board, is not a Committee member but attends meetings
by invitation, along with the Executive Directors. The Committee
also invites the Chief Financial Officer, external auditors, internal
auditors and personnel from the financial, legal and risk functions
to attend and report on relevant matters. The Committee meets
at least four times per year. The attendance of the Committee
members is shown on page 72.
The Board reviews the Committee’s composition and considers
that, collectively, its members have sufficient recent and
relevant financial, audit, and sector experience to fully discharge
their responsibilities. This year’s review of the operation of the
Board and its committees was conducted by an internal board
evaluation, detailed on page 77 of this report.
81
As part of my duties as Committee Chair, regular meetings were
held with the audit partner of Deloitte LLP, our external auditors,
BDO LLP, our internal auditors, the Chief Financial Officer and the
Head of Legal, Risk and Compliance to discuss significant matters.
Additionally, I met privately with both the internal and external
auditors outside of the normal committee cycle to provide them
an opportunity to raise any issues without management present.
Role and Responsibility of the Committee
The main function of the Committee is to ensure the integrity
of the Company’s financial reporting and the appropriateness
of the risk management processes and internal controls. The
Committee’s authority and duties are defined in its term of
reference, which were reviewed and updated during the year,
and can be found on our company website. The principal activities
carried out during the year were:
Financial reporting
• Monitoring the integrity of the financial statements including the
annual and half-yearly reports and any other formal statements
or announcements relating to the Company’s financial
performance.
• Reviewing and reporting to the Board on significant financial
reporting issues (if any) and judgements, which those statements
contain.
• Meetings with the external auditor included discussing the
2024 financial statements and, in the fourth quarter, to plan the
2025 audit. The meetings included discussions on fees, auditor
independence, key risks and non-audit services.
• Providing review and challenge where necessary over key areas
of judgement, including the assumptions in support of the going
concern statement and the Company’s long-term viability and
risks thereto. The Committee remains of the view that five years is
the most appropriate period over which to assess our viability.
Risk management and Internal control
The approach to risk management adopted by the Group is set
out in the Principal Risks and Internal Controls section on page 42.
Whilst the Board as a whole is responsible for the effectiveness of
internal control mechanisms, it is informed by more specific work
carried out by the Committee, which includes the initiation and
oversight of any investigations that may be necessary to address
control weaknesses or breaches identified.
In addition to this, the Committee continues to review the
adequacy and effectiveness of the Group’s risk management
systems and processes, with the Head of Legal, Risk and
Compliance providing reports on risk matters at each meeting of
the Committee. Principal activities during the year, included:
• Considering the principal risks and controls and general oversight
of the Group’s internal control systems and procedures, including
in the context of reports by the depositary, the Company’s
obligations as an AIFM and the heads of business and functions
with respect to the IPS business.
• Reviewing the adequacy and effectiveness of the risk
management and internal controls framework and roadmap,
through engagement with the Executive Leadership team, the
Internal Auditors and the Group Risk team. The Committee
is encouraged by progress made by the Central Functions
with regard to investment in and stabilisation of operational
infrastructure and believes that this will support ongoing
improvements in our control environment.
• Advising the Board on the Company’s overall risk appetite,
tolerance and strategy, and the principal and emerging risks
the Company is willing to take in order to achieve its long-term
strategy and objectives.
• Reviewing the inherent and emerging risks in the business and
the system of internal controls necessary to monitor such risks.
This included a review of the Company’s Fraud Risk policy and the
controls in place to mitigate this risk.
• Considering exemptions from audit by parent company
guarantee for certain subsidiaries under S479 of the Companies
Act 2006. Further details can be found on page 128 of the notes to
the financial statements.
• Reviewing reports from the Group Risk team and the Internal
Auditor on risk and internal control matters and the adequacy
and effectiveness of the control functions. As outlined in the Risk
Management section on page 42, the Executive Risk Committee
monitors risk management within the IPS business and reports up
to the Committee as required.
• Review of the External Auditor’s Management Letter and
the monitoring of the programme of work undertaken by
Management to address recommendations made by the auditor.
Compliance
• Review of regular reports on compliance matters and keeping
under review the adequacy and effectiveness of the Company’s
and the wider Group’s compliance reporting and obligations.
• Review of regular reports from the Money Laundering Reporting
Officer and the adequacy and effectiveness of the Company’s and
the wider Group’s anti-money laundering systems and controls.
• Review of the Company’s and wider Group’s procedures, systems
and controls for ethical behaviour and the prevention of fraud,
including the Fraud Risk Policy. There have been no reported
cases of bribery or breaches to our modern slavery policy.
• Review of the processes in place for Group staff, contractors and
external parties to raise concerns in confidence about possible
improprieties in financial reporting or other matters insofar as
they may affect the Group (whistleblowing). The Committee
ensures that these arrangements allow proportionate and
independent investigation of such matters and appropriate
follow-up action.
Audit and Risk Committee Report continued
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82 lawdebenture.com
Audit and Risk Committee Report continued
Internal audit
As outlined earlier in my report, we moved to an outsourced model
for internal audit during the year and appointed BDO LLP as Internal
Auditor in May 2025. Principal activities during the year included:
• Approving the internal audit plan in the context of the Company’s
overall risk management system and ensuring it is aligned to the
key risks of the business. The Committee agreed a thematic risk-
based internal audit plan for this year.
• Ensuring internal audit has sufficient access to perform its
function effectively and in accordance with relevant standards.
• Reviewing reports from the Internal Auditors, considering any
major findings from their work and monitoring management’s
responsiveness to internal audit’s findings and recommendations.
• Overseeing the introduction of the new Internal Auditor and
monitoring the effectiveness of this new outsourced function.
Thishas been done through regular meetings to discuss progress
and review any corrective actions raised from the internal audit
reports. There have been no concerns regarding the effectiveness
of the function but this will continue to be carefully reviewed as
the function continues to embed in the business.
External audit
The Committee recommended to the Board the reappointment of
the external auditors.
The Committee also met the external auditors in order to inform
considerations regarding their independence and effectiveness
and to discuss the 2025 financial statements, including assessing
the scope of their work and the key audit matters identified
relating to valuation and existence of investments, occurrence of
IPS revenues and management override of controls to ensure their
presentation is fairly stated.
The Company is in compliance with the requirements of the
Statutory Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 and the UK Corporate
Governance Code. Under these requirements a tender for the
external audit must be undertaken no later than 2031. The last
tender took place in 2021. As outlined earlier in my report, in
accordance with the Auditing Practices Board’s Ethical Standards,
our Audit Partner will step down from the audit next year, as this
will be his fifth year working with the Corporation.
External auditors – assessing effectiveness
One of the principal functions of the Committee is to monitor
the independence and objectivity of the external auditors, their
performance and effectiveness. The Committee achieves this by
an annual formal meeting with the external audit partner to plan
that year’s audit. Part of that process requires the external auditor
to give the Committee a written assessment of how the external
audit team identifies and manages the threats to its independence,
along with the description of the safeguards that it has in place
to avoid such threats. This vital part of the external audit process
also enables the Committee to examine in detail the scope of
the external audit, ensuring that the external auditor’s objectives
meet the Committee’s own expectations, along with key audit and
accounting matters to be considered that year. At the conclusion of
each external audit, the Committee receives a formal presentation
of the Management Letter from the external audit partner on their
principal findings, including recommendations for improvement.
This provides the opportunity for robust challenge, particularly in
areas where management’s judgement has been required. The
Committee also gives the external auditors an opportunity, without
the Executive Leadership team present, to comment on the quality
and standard of the Finance function as well as the Executive
Leadership team’s support of the external audit. Similarly, the
Committee seeks the views of the Executive Leadership team on
the effectiveness and performance of the external audit team.
Non-audit services
Non-audit services provided by the external auditor are reviewed
by the Committee to ensure that independence is maintained.
Non-audit fees are shown at note 3 to the accounts. The
Committee’s policy is that non-audit work should be limited to
those matters where the external auditor is most appropriately
placed to carry out the work unless there is a conflict of interest.
Consequently, fees for non-audit services, which relate to
assurance services such as an agreed upon procedures audit,
have historically been low and in the year under review were
£27,290 (2024: £26,000).
Significant financial issues relating to the 2025
accounts
The UK Corporate Governance Code requires the Committee to
describe any significant issues considered in relation to the 2025
financial statements and how those issues were addressed.
The significant issues and judgements considered by the
Committee include the valuation of IPS, IPS revenue recognition,
debtor recoverability and discussions around the control
environment.
In November 2025, Law Debenture received a letter from the
Financial Reporting Council (FRC), as part of its regular review and
assessment of corporate reporting in the UK, requesting further
information in relation to the 2024 Annual Report and Accounts.
The matters raised through this review were considered by the
Committee, and all agreed changes have been incorporated
into the 2025 financial statements, including the restatement of
prior year comparatives, related to our incorrect inclusion of a
liability for our third interim dividend at 31 December 2024, as set
out in Note 29. The Committee welcomed the FRC’s review and its
contribution to our shared objective of continually enhancing the
quality and transparency of our corporate reporting.
83
No new significant issues arose during the course of the external
audit. There continued to be a focus on embedding improved
Finance operations and we have continued to make investments
in this area to support the strategy for long term growth. We
are pleased with the progress made and the improved control
environment.
The Committee is satisfied that the judgements made by
management are reasonable and that appropriate disclosures
have been included in the accounts. The Committee was able to
conclude and report to the Board that the financial statements
themselves and the Annual Report as a whole are fair, balanced
and understandable and provide the necessary information for
shareholders to assess the Company and Group’s position and
performance, business model and strategy.
This report was approved by the Board of Directors on 10 March
2026 and signed on its behalf by:
Pars Purewal
Chair, Audit and Risk Committee
Audit and Risk Committee Report continued
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Karen Sampson
‘Puffin’
84 lawdebenture.com
CORPORATE GOVERNANCE
85
Directors’ Remuneration Report
PART 1: COMMITTEE CHAIR’S STATEMENT
Dear Shareholder
I am pleased to present the Directors’ Remuneration Report for 2025
(‘the Report’), which is in five parts:
• Part 1: Committee Chair’s Statement
• Part 2: Remuneration Committee responsibilities
• Part 3:
Current remuneration policy table and implementation in
2025
• Part 4: Annual Report on Remuneration for 2025
• Part 5: Proposed Directors’ Remuneration Policy for 2026-28
The content complies with the UK Directors’ Remuneration Report
Regulations 2013, as amended in 2018 and 2019.
Shareholder support for Policy and
implementation
Remuneration for 2025 was implemented in accordance with our
Directors’ Remuneration Policy (‘the Policy’), which was approved
by shareholders at our AGM in 2023 for the 2023-2025 period. The
Policy received strong support from shareholders in 2023, with
95.76% of votes in favour. Our implementation of the Policy has
also received overwhelming shareholder support, with 98.02% and
96.87% in favour of the Directors’ Remuneration Reports for 2023
and 2024 respectively.
Review of the Directors’ Remuneration Policy
The Committee reviewed the Policy during 2025 in readiness for
the normal triennial shareholder vote at the AGM in 2026. Our
review concluded that the current Policy continues to support
our business strategy – including the performance and growth
of the Independent Professional Services “IPS” business for which
the Executive Directors have direct management responsibility.
The Policy is also aligned with shareholder interests and best
practice guidance. Therefore, no material changes to the Policy
are proposed, except for a phased re-positioning of the base
salary for the Chief Operating Officer (‘COO’) during 2026-27 to
bring it closer to the median benchmark. We have consulted
major shareholders and voting agencies on this salary change.
Shareholders who responded to the consultation supported the
proposal, and it is further explained later in my statement.
Market benchmarks and alignment with
performance
The Committee sets the total remuneration package for
Executive Directors taking account of their direct management
responsibilities for the IPS business and their role in overseeing the
management of the Investment Trust as a whole. Law Debenture’s
size, measured in market capitalisation, places it in the top half
of the FTSE 250 index. However, we set remuneration levels for
Directors using appropriate, mainly FTSE Small Cap companies;
this takes account of the relative size of the IPS business and the
responsibilities of the Executive Director roles at Law Debenture.
Prior to 2023, the Chief Executive Officer’s (‘CEO’) base salary had
fallen substantially below benchmark levels and appropriate
internal differentials. The approved Policy included a phased,
three-step correction in his base salary – the first and second of
those phased increases were implemented in 2023 and 2024, and
the third step was applied in 2025.
The annual bonus plan and long-term incentive plan (‘LTIP’) for
Executive Directors include demanding targets for both annual
and 3-year growth in the profits of the IPS business. These profit
growth targets, and the weight on financial performance in the
annual bonus, were both increased when the current Policy was
approved in 2023. We have continued to apply these higher
growth targets to bonus for 2025 and for the LTIP grant relating to
the 2025-27 performance period.
The Policy approved in 2023 also included a reduction in the
pension allowance for Executive Directors to 9%, to align it with the
rate for new employees. This reduced allowance has continued in
2025, down from the 12% allowance that had applied before 2023.
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Directors’ Remuneration Report continued
Annual performance and bonus outcomes for
2025
The Board Chair’s and CEO’s statements earlier in the Annual
Report explain the achievements and business performance
outcomes in 2025. It was another year of growth for IPS. Net
revenue grew 7.5%, with particularly strong performances in
Corporate Services (net revenue up 12.2%) and Corporate Trust
(net revenue up 9.3%). Pensions net revenues were broadly flat
year-on-year. IPS’s underlying Profit Before Interest and Tax (PBIT)
grew by 6.1% compared with 2024, which was adjusted for non-
recurring items (refer APM on page 169). The management team
also delivered good outcomes in the operational and strategic
priority areas set by the Board.
Annual bonus for 2025 was based on growth in underlying IPS
profit before interest and tax (60% weighting) and non-financial
objectives (40% weighting), with a maximum award of 125% of
base salary as in 2024. As we indicated in last year’s report, from
2025 the Committee decided to use IPS Profit Before Interest
and Tax (‘PBIT’) as the financial metric, rather than PBT. Interest
income can fluctuate with changes in internal allocations of cash
within the Group; the Committee therefore concluded that PBIT is
likely to be a more reliable measure of profit performance in IPS.
Threshold performance (paying 20% of max) required 5% year-
on-year underlying PBIT growth and 12% underlying PBIT growth
was required for 100% of this financial element of the bonus to
be payable. The calculated outcome for 2025 was 6.1% growth in
underlying PBIT, resulting in an award of 24.43% of base salary out
of a maximum of 75% of base salary for this component of the
bonus.
Achievements in the non-financial key performance areas set by
the Committee were rigorously assessed. As outlined in the Report
on page 94, the Committee set four discrete areas of performance
for 2025, and assessed the total score for these to be 27.5% of base
salary out of a maximum of 50% of base salary for this component
of thebonus.
Before approving the performance and bonus outcome, the
Committee considered whether there were any wider performance
factors that might require a discretionary adjustment.
This included considering the overall performance of IPS,
encompassing general financial performance, wider non-financial
performance, and risk management and regulatory compliance.
The Committee concluded that the total bonus award of 51.93%
of base salary resulting from the scorecard outcomes, out of a
maximum opportunity of 125% of base salary, was appropriate
without discretionary adjustment. A portion of the annual bonus is
subject to deferral over 3 years, in accordance with the Policy.
Details of the Committee’s assessment of performance outcomes
relative to each of the annual bonus criteria are set out in
thisReport.
Annual bonus for 2026
In 2026, the Committee will continue to assess performance for
annual bonus based on IPS financial metric performance (60%
weight) and non-financial indicators (40% weight), with the same
maximum bonus level of 125% of base salary. The financial metric
will be year-on-year growth in IPS PBIT, as in 2025.
LTIP outcomes for 2023-2025 and 2025 LTIP
grant
The three years to 31 December 2025 have been another
successful period for the IPS business. Net revenue has grown to
£57.7m in 2025 compared with £45.2m in 2022. The LTIP for the
period 2023-25 was in the form of performance shares, using a
performance metric of IPS 3-year statutory PBT growth. Threshold
growth was set at 4% CAGR (‘Compound Annual Growth Rate’)
(20% vesting) and a stretch performance level was set at 14%
CAGR (100% vesting); this scale was more demanding than the
scale used for grants made prior to 2023. The vesting percentage
at threshold performance of 20% of maximum is five percentage
points lower than the level for LTIP grants made prior to 2023.
There was straight-line interpolation between threshold and
stretch. Over the 3 years, IPS statutory PBT grew by a total of 22.8%,
giving a CAGR of 7.07%, and producing a vesting level of 44.56% of
maximum on the performance scale set for the award.
Before approving the vesting level, the Committee considered
whether there were any wider performance factors that should be
considered, including any ‘windfall gains’ from unusual share price
movements at grant, and any risk management or regulatory
compliance matters. Having considered these issues, the
Committee determined the vesting outcome was a fair reflection
of the overall performance and development of the IPS business
over the three years.
The resulting vested shares are subject to a two-year post-vesting
holding period, in accordance with the Policy.
LTIP grants of 150% of base salary were made to the Executive
Directors in 2025 for the 2025-27 performance period, in line with
the approved Policy. The performance condition for vesting is IPS
PBIT growth over the 3-year period, with a range of 4% CAGR at
threshold to 14% CAGR at maximum.
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Directors’ Remuneration Report continued
Long-term incentive grants in 2026
The Committee intends to grant performance shares to the two
Executive Directors in 2026 with a grant value of 150% of base
salary, which is the same as in 2025 and in accordance with the
approved Policy. These awards will have a 3-year performance
period, followed by a two-year post-vesting holding period. The
performance metric for the vesting of awards will be growth in IPS
PBIT, with a threshold performance requirement of 4% CAGR (20%
vesting) and stretch level of 14% CAGR (100% vesting). As explained
in previous Reports, EPS or TSR would not be appropriate metrics
for the IPS business as it does not have listed shares of its own.
PBIT is considered a good measure of the performance of IPS, and,
whilst this is the same metric as used in the annual bonus, for the
LTIP it is measured over a 3-year period.
Base salaries
As previously communicated in our Remuneration Reports, prior
to the 2023-2025 Policy period the CEO’s base salary of £325,000
had fallen far out of line and was not at a fair level, either relative
to others in less senior roles in the Company or relative to other
CEOs in the market. The situation was not sustainable, was
inconsistent with the Company’s values and did not support
motivation, retention or recruitment of talent. The Committee
therefore included in the 2023-25 Policy approved by shareholders
a three-stage, phased increase. Taking account of views and
preferences from shareholders for a ‘back-end loaded’ approach,
the first increase was modest (3.9% on top of a general employee
increase of 5%), followed by larger increases of 12.99% and 12.5%,
respectively, in the second and third years. The first and second of
these stages were implemented in 2023 and 2024 respectively. As
explained in last year’s Remuneration Report, the third stage was
applied for 2025, increasing the CEO’s base salary to £450k from 1
April 2025. This base salary remains below the median benchmark.
The Committee decided to increase the base salary of Trish
Houston (COO) to £305k for 2025, an uplift of 3.92% from her
previous salary of £293.5k. This followed a modest increase of only
1.2% awarded to her in 2024, when the average increase for other
Law Debenture employees had been considerably higher at 4%.
Phased repositioning of COO’s base salary over
2026-27 in the new Policy
The Committee considers benchmark data carefully, also
taking account of other relevant factors. We take a considered
approach to the positioning of base salaries and do not seek
to align executive total remuneration with FTSE 250 companies
of similar market capitalisation to Law Debenture. In part, this is
because the Executive Directors are predominantly responsible
for leading and managing the IPS business within Law Debenture,
whilst also having the responsibilities as Executive Directors of
the Investment Trust as a whole. Instead, the Committee has
benchmarked base salaries against a peer group of mainly FTSE
Small Cap companies; this takes account of the relative size of the
IPS business and the responsibilities of the Executive Director roles
at Law Debenture.
The COO’s total remuneration package relative to the median
benchmark is shown in the table below. Her current base salary of
£305k is £70k below the median benchmark of £375k.
Base
salary
(£000s)
Max annual
bonus
(% of base)
Max PSP
grant
(% of base)
Max total
direct
remune-
ration
£000s
Market median
benchmark
1
375 123% 150% 1,350
Law Debenture
COO current
305 125% 150% 1,172
1 The benchmark peer group consists of sixty UK-listed companies (55 Small
Cap and 5 FTSE 250). As there is only one Board level COO (base salary
£361k) in this group, the benchmarking considers CFO roles as being of
approximately equivalent size.
The COO’s base salary progression between 1 April 2022 and 1 April
2025 is shown in the table below. The cumulative increase over this
3-year period was only 10.9%.
Effective Date Base salary Annual increase
1 Apr 2025 £305k 3.9%
1 Apr 2024 £293.5k 1.2%
1 Apr 2023 £290k 5.4%
1 Apr 2022 £275k
We propose to re-position the COO’s base salary to bring it in line
with the current median benchmark in two stages, as shown in the
table below, subject to continued good performance in the role.
Current base salary
(2025)
Proposed base salary
1 April 2026
Proposed base salary
1 April 2027
£305k £350k (+14.75%) £375k (+7.14%)
The re-positioning is intended to bring the base salary for this key
role to a more sustainable level, relative to other roles of similar
size and scope in the market. This is to ensure that the COO is
rewarded fairly and competitively for the responsibilities of the
role.
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Directors’ Remuneration Report continued
Base salary for the Chief Executive Officer in
2026
The CEO’s base salary will increase on 1 April 2026 by 2.9% which is
slightly below the average percentage for the wider Law Debenture
workforce, to £463k. Although the CEO’s 2025 base salary of £450k
was only 85% of the median benchmark (£530k), he requested
that a restrained approach should apply to his salary review in
2026. This follows phased CEO increases during the 2023-2025
Policy period, which shareholders approved as part of the Policy
in 2023. The CEO base salary will be reviewed again in the next
annual cycle.
Board Chair fee and NED fees
The Committee increased the Board Chair fee level to £140k in
2025, from £130k in 2024. This 2025 increase continued the process
of bringing the fee up to a level that properly reflects the role’s
responsibilities and time commitment. The role includes not
only overseeing the strategy, management and performance of
the Trust’s investment portfolio, but also exercising governance
oversight of the IPS business within Law Debenture. For 2026, the
Committee decided to increase the fee for 2026 by 2.9% to £144k,
which is slightly below the average percentage for the wider
workforce.
The Board Chair and Executive Directors reviewed the fee levels for
Non-Executive Directors, and decided to increase the base fee by
2.8% for 2026 to £55.5k from £54k previously. This base fee increase
takes account of market fee levels and the time commitment
required in the Law Debenture NED roles. The role includes both
overseeing the Trust’s strategy and performance, and governance
of the IPS business within Law Debenture.
Law Debenture colleagues
The Committee oversees the wider workforce remuneration policy
and its implementation. This includes approving the base salaries,
annual bonus awards and long-term incentive grants for roles
in the senior leadership team and any other Remuneration Code
staff. It also includes approving the budgets and principles for
base salary increases and annual bonuses for other colleagues
in the Company and receiving regular feedback and updates
on remuneration across the organisation. The Committee also
monitors the gender and ethnicity pay gap figures, and the
CEO-to-median-employee total pay ratio. The Committee also
oversees Law Debenture’s share plans for employees including the
all-employee share plan.
One of our Committee members, Clare Askem, is also the NED
with responsibility for overseeing Workforce Engagement. Clare
conducts meetings with panels covering a cross-section of
colleagues. These provide an opportunity for colleagues to raise
any issues directly with a Non-Executive Board Director including
asking any questions about executive remuneration policy or
practice in Law Debenture.
UK Corporate Governance Code and FCA
Remuneration Code
The Committee monitors how the remuneration policy and
practice in Law Debenture meets the requirements of the
Corporate Governance Code. The Committee also reviews
compliance with the FCA’s AIFM Remuneration Code and its
proportionality guidance, including identifying Code staff roles and
ensuring that remuneration supports prudent management of risk.
Total Shareholder Return
Law Debenture has achieved strong and sustained levels of
return to shareholders. Over the 10 years to 31 December 2025,
Law Debenture has achieved a Total Shareholder Return (‘TSR’)
of 212%, compared with TSR of the FTSE All Share of 123% over the
same period. This means that £1,000 invested in Law Debenture at
the start of this period would be worth £3,124 at the end of 2025,
compared with £2,234 if this £1,000 had been invested in the FTSE
All-Share index over the same period.
Conclusion
The remuneration outcomes for 2025 reflect continued robust
levels of underlying performance, and a Policy that aligns
remuneration to shareholder interests. The Committee encourages
you to vote in favour of both the Directors’ Remuneration Report
for 2025 and the Directors’ Remuneration Policy for the 2026-28
period. We welcome any feedback shareholders may have.
Claire Finn
Chair, Remuneration Committee
On behalf of the Remuneration Committee
10 March 2026
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PART 2: REMUNERATION COMMITTEE RESPONSIBILITIES
Remuneration Committee
REMUNERATION COMMITTEE MEMBERSHIP ANDACTIVITIES DURING 2025
Members
The members of the Committee
who served during the year were:
Claire Finn (Chair)
Robert Hingley
Pars Purewal
Clare Askem
Maarten Slendebroek
Details of Committee meetings
and attendance can be found
onpage 72.
Key activities
of the Committee
during the year
included:
• Implementing the Remuneration
Policy;
• Preparing the Directors’
Remuneration Report for
the financial year ending
31December 2024;
• Determining annual bonus
outcomes and payments for
the Executive Directors and
approving outcomes for the
Senior Managers relating
to the financial year ended
31December 2024;
• Setting performance objectives,
annual bonus measures and
targets for the financial year
ending 31December 2025;
• Reviewing the operation of the
annual bonus process;
• Benchmarking pay for the
Executive Directors and
BoardChair;
• Determining the Board Chair’s
fees;
• Determining performance
conditions for the grant of LTIP
awards in 2025;
• Determining LTIP awards to vest
in 2025;
• Reviewing the Remuneration
Committee Terms of Reference;
• Reviewing the Gender and
Ethnicity Pay Gap report; and
• Reviewing the remuneration
consultant’s, Alvarez & Marsal’s,
performance and fees.
Support provided
to the Committee
Alvarez & Marsal was appointed by the Committee as independent adviser following a formal selection
process in 2022. Alvarez & Marsal is a member of the Remuneration Consultants Group and voluntarily
operates under its Code of Conduct in its dealings with the Committee. Alvarez & Marsal’s fees for the
provision of independent advice to the Committee during the year amounted to £66,245. Other than in
relation to advice on remuneration, Alvarez & Marsal provides no other support to the Company or wider
Group. The Committee is satisfied that Alvarez & Marsal does not have connections with the Group that may
impair their objectivity and independence.
During the year, the Committee also took advice from the CEO and COO, whose attendance at Committee
meetings was by invitation from the Chair, to advise on specific questions raised by the Committee and on
matters relating to the performance and remuneration of the Senior Managers and the wider workforce. No
Director participated in discussions that related directly to their own remuneration.
Key responsibilities
ofthe Committee
The Committee’s terms of reference is published on the Company’s website (https://media.umbraco.
io/lawdebenture/d3abbnkk/law-debenture-remuneration-committee-terms-of-reference-approved-
dec-2024.pdf). The key responsibilities of the Committee are to:
• undertake a triennial review of the Remuneration Policy for the Executive Directors;
• determine the Remuneration Policy for Executive Directors and Senior Managers in compliance with legal,
regulatory and governance requirements and in the context of pay conditions across the workforce,
engaging with shareholders thereon;
• determine the individual remuneration packages for Executive Directors and Senior Managers;
• approve the remuneration package of the Board Chair;
• consider the design of, determine targets for and review outcomes for the annual bonus plan;
• determine the design of, quantum and performance conditions for long-term incentive plans;
• review workforce remuneration and related policies across the Company as a whole;
• review pension arrangements, service contracts and termination payments for Executive Directors; and
• approve the Directors’ Annual Remuneration Report, ensuring compliance with legal, regulatory and
governance requirements.
Directors’ Remuneration Report continued
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Directors’ Remuneration Report continued
PART 3: CURRENT REMUNERATION POLICY TABLE AND IMPLEMENTATION IN 2025
SALARY AND BENEFITS
Purpose
To provide an appropriate level of salary and competitive benefits package to attract and retain individuals
of the required calibre to successfully deliver the business strategy.
Operation and
opportunity
Salary increase percentages for Executive Directors and Senior Managers are determined at the discretion
of the Committee but will normally not be higher than those of the wider workforce. Increases may be made
above this level in certain circumstances, including (but not limited to):
• An increase in scale, scope or responsibilities of the role;
• To ensure salaries are market competitive; and
• Where individuals have been recruited or promoted with salaries below the targeted policy level initially
and have become more established in their role.
Benefits may include (but are not limited to) private medical insurance, life insurance cover, disability
income plan, season ticket loans and professional subscriptions.
Other benefits may be introduced from time to time to ensure the benefits package is competitive and
reflects the circumstances of the individual Director, for example relocation allowances.
The Committee may award non-pensionable cash payments in lieu of one or more of these benefits.
Benefits may vary by role and individual circumstance and are reviewed periodically.
Performance
framework
None
Outcomes for 2025
Denis Jackson’s annual salary was £450,000. He also opted to participate in the Company’s health care plan.
Trish Houston’s annual salary was £305,000. She also opted to participate in the Company’s health care
plan.
PENSION
Purpose
To provide funding for retirement at market competitive levels.
Operation and
opportunity
Executive Directors may receive pension contributions to a personal Pension scheme and/or cash allowances
in lieu of contributions
Executive Directors (including current incumbents and new Directors) to receive a contribution of 9% of base
salary in line with the contribution for the majority of the workforce.
Performance
framework
None
Outcomes for 2025
Denis Jackson received the cash allowance in lieu of contributions equivalent of 9% of salary.
Trish Houston received a cash allowance in lieu of part of her pension contributions, the remainder was
received in pension contributions.
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Directors’ Remuneration Report continued
ANNUAL BONUS
Purpose
To incentivise and reward the achievement of annual business objectives to enable successful
implementation of the Group strategy, and to align the interests of Executive Directors with shareholders and
support retention.
Operation and
opportunity
Financial and non-financial objectives, targets and metrics are set at the start of the year.
Maximum individual annual bonus opportunity is 125% of base salary. 60% of maximum (equivalent to 75%
of salary) is payable for financial performance. 40% of maximum (equivalent to 50% of salary) is payable for
non-financial performance.
Half of the portion of any bonus earned above £100,000 will be deferred in shares for three years. Dividend
equivalents may accrue on deferred bonus awards and be paid on those shares which vest.
The Plan contains malus and clawback provisions.
The total aggregate annual bonus payment for Executive Directors is capped at 25% of the general bonus
pool for employees.
Performance
framework
Performance versus financial and non-financial objectives is assessed at the end of each year to determine
the award.
The financial component of the bonus is calculated on a formulaic basis. Threshold and stretch financial
performance levels of 5% to 12% annual growth in profits are applied, with a pay-out of 20% of maximum
at minimum threshold performance rising to 100% of maximum at stretch performance, calculated on a
straight-line basis.
The Committee assesses performance against strategic objectives and associated targets and metrics to
determine the non-financial component of the bonus to be awarded.
The Committee has discretion to set suitable metrics and targets, and to adjust the formulaic bonus
outcome to reflect underlying Company performance. Any adjustments or discretion applied by the
Committee will be fully explained in the following year’s Remuneration Report.
Outcomes for 2025
Denis Jackson has been awarded a 51.93% of base salary bonus, out of a maximum 125% of base salary. The
basis for award is explained on pages 93 to 94.
Trish Houston has been awarded a 51.93% of base salary bonus, out of a maximum 125% of base salary. The
basis for award is explained on pages 93 to 94.
LTIP
Purpose
To drive sustained long-term performance that supports the creation of shareholder value, and to
encourage and facilitate substantial long-term share ownership.
Operation and
opportunity
An award of conditional shares or nil cost-options may be granted annually.
Awards vest after three years, subject to performance and continued employment. Following vesting, an
additional two-year holding period will apply (net of tax), such that shares are not released until five years
from grant.
Award levels and performance conditions are reviewed in advance of each grant to ensure they remain
appropriate.
At the Committee’s discretion, an amount in shares or cash equal in value to the dividends payable may
accrue on shares which have vested from the date of vesting until the end of the holding period.
Performance
framework
The award is currently based on financial measures, normally profit-based measures linked to the IPS
business. The Committee has the discretion to set suitable metrics and targets for each grant.
The higher maximum award size in this Policy of 150% from 2023, was accompanied by a reduction in the
vesting percentage at threshold performance to 20%, and by more demanding performance requirements.
The Committee has discretion to adjust the formulaic vesting outcome to reflect underlying Company
performance. Any adjustments or discretion applied by the Committee will be fully explained in the following
year’s Remuneration Report.
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92 lawdebenture.com
LTIP (continued)
Outcomes for 2025
The Committee uses growth in IPS PBT for existing LTIP awards as the metric for determining the level of
vesting over the relevant performance period.
Denis Jackson was awarded an LTIP in 2023 which will vest in March 2026. Using statutory IPS PBT for 2025,
CAGR over the 3 year period was 7.07%, relative to threshold to stretch performance range of 4% to 14%
CAGR, so he will receive 44.56% of the maximum of award. The Committee did not apply discretion to adjust
statutory PBT in determining underlying PBT for either FY25 or FY22 included in the period of assessment.
Trish Houston was awarded an LTIP in 2023 which will vest in March 2026. Using statutory IPS PBT for 2025,
CAGR over the 3 year period was 7.07%, relative to threshold to stretch performance range of 4% to 14%
CAGR, so she will receive 44.56% of the maximum of award. The Committee did not apply discretion to adjust
statutory PBT in determining underlying PBT for either FY25 or FY22 included in the period of assessment.
The Executive Directors were each granted LTIP awards in 2023, 2024 and 2025 of 150% of base salary, and will
be granted 2026 awards, also of this percentage of base salary.
The annual growth percentages at threshold and stretch for the 2023, 2024 and 2025 grants are 4% and 14%
respectively and the percentage vesting at threshold performance was reduced to 20% with effect from the
2023 grants (previously 25%).
ALL EMPLOYEE PLANS
Purpose
To encourage share ownership throughout the workforce.
Operation and
opportunity
The Executive Directors are eligible to participate in an HMRC-approved Save As You Earn Share Save
Plan (‘SAYE’) and/or Share Incentive Plan (‘SIP’) on the same basis as all other eligible UK employees. The
Committee intends to maintain and operate these schemes in accordance with scheme rules and HMRC
Regulations.
The prevailing HMRC approved limits apply.
Performance
framework
None
SHAREHOLDING REQUIREMENTS
Purpose
To provide alignment between the interests of the Executive Directors and our other shareholders.
Operation and
opportunity
The Executive Directors are required to build and maintain a minimum shareholding of two times base
salary. Executive Directors are required to retain 50% of the post-tax number of vested shares from the
Company incentive plans until the minimum shareholding requirement is met and maintained.
On cessation of employment, Executive Directors are required to retain their minimum shareholding
requirement immediately prior to departure for two years. Where their actual shareholding at departure is
below the minimum shareholding requirement, the Executive Directors’ actual shareholding is required to be
retained on the same terms and for the same periods.
The Company has established a process for monitoring and enforcement of in-role and post-cessation
shareholding requirements.
Performance
framework
None.
Outcomes for 2025
Denis Jackson held 324% of base salary in shares through his own account, deferred bonus (net of expected
PAYE) and the SIP against a target of 200% of base salary as at 31 December 2025.
Trish Houston held 180% of base salary in shares through her own account, deferred bonus (net of expected
PAYE) and the SIP against a target of 200% of base salary as at 31 December 2025. This figure also includes
762 shares held by persons closely associated (‘PCA’).
Directors’ Remuneration Report continued
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PART 4: ANNUAL REPORT ON REMUNERATION FOR 2025
Performance measures selection for the annual bonus
Performance measures for the annual bonus are selected annually to reflect the Company’s main short and long-term objectives and
reflect both financial and non-financial priorities. For Executive Directors, performance measures in incentives focus predominantly on the
profitability of the IPS business which is central to Law Debenture’s business model and is the area of the business fully within their control.
The performance targets are set to be stretching but achievable, taking into account a range of internal and external reference points
and having regard to the particular strategic priorities and economic environment.
By their nature, some objectives require a more subjective assessment than others and this is done by the Committee following the input
from the wider Board as appropriate.
STRATEGIC OBJECTIVES DESCRIPTION WEIGHTING
IPS financial performance
The Committee reviews financial metrics when assessing the Executive
Directors’ delivery against financial performance targets. The metric
used for 2025 was PBIT. The Executive Directors’ awards are based on
the performance against agreed thresholds, which can be found in the
tablebelow.
60%
IPS non-financial
performance
The success of the IPS business is dependent on the effective leadership
and implementation of the right strategy to ensure our people can provide
excellent service to our clients regardless of the external challenges the
business may face. This includes a robust operational infrastructure, a well
embedded risk management framework and high calibre people.
Engagement with investors, potential investors, market analysts, clients
and the media is considered to be beneficial to our shareholders as it
raises awareness of the unique investment proposition which is offered by
Law Debenture and supports the future growth of the IPS business.
The Remuneration Committee believe that the efforts made by the
Executive Directors to further enhance the areas outlined above should
berewarded.
40%
MEASURE
For 2025 the maximum bonus opportunity for the Executive Directors was 125% of salary. Performance conditions were based 60% on
financial metrics and 40% on non-financial strategic metrics. Details of the specific measures, weightings and outcome achieved are set
out below:
Measure Weighting
Threshold
(20% of max.)
Maximum
(100% of max.) Actual
Outcome
(% of salary)
IPS financial performance –
underlying PBIT
60% 5% 12% 6.1% 24.43
IPS non-financial performance 40% Further details set out below 27.50
Total 100% 51.93
Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
94 lawdebenture.com
Remuneration outcomes for 2025
2025 PERFORMANCE AND PAY OUTCOMES
Performance against Financial Objectives for 2025
Total Annual Bonus for 2025: 51.93% of a potential maximum of 125% of base salary.
The IPS business delivered underlying PBIT growth of 6.1%, resulting in an award of 24.43% of base salary out of a maximum 75% of base
salary for financial performance (60% weighting equivalent to 75% of base salary of the maximum total bonus of 125% of base salary).
Performance against Non-Financial Objectives for 2025
Key
performance
area
Max bonus
(eligible
% of base
salary)
Score
(out of 5)
Bonus
awarded
(% of base
salary) Commentary on objectives set and achievements
Leadership
and
Development
12.5% 3.5 8.75% The focus for 2025 included personal development plans for the
CEO and COO as well as the establishment and embedding of a
new Executive Leadership Team (ELT) to support the next phase of
the Company’s strategy.
The Committee is pleased with the progress that Executive
Leadership Team are making and recognises the strong capability
and long-term value that the new CFO and CTO bring to the
Company.
Finance
12.5% 2 5% Delivery to date against the Finance Target Operating Model
has been satisfactory, although the Committee recognises that
this objective represents a multi-year programme of work, with
implementation and embedding required beyond the current year
before the full benefits can be realised.
Technology
12.5% 2.5 6.25% Delivery to date against the Technology Target Operating Model
has been satisfactory, although the Committee recognises that
this objective represents a multi-year programme of work, with
implementation and embedding required beyond the current year
before the full benefits can be realised.
CSS
12.5% 3 7.5% Good progress has been made on revenue generation and
process enhancements within this important business area. The
objective is now transitioning into business-as-usual. The focus
will be on supporting consistent service quality, strong client
outcomes, and sustainable performance.
Total (of a maximum of 50% of base
salary)
27.5%
Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
95
Long-term incentive plan
The LTIP award granted to both the CEO and COO in 2023 reached the end of its performance period on 31 December 2025. The
outcomewas CAGR of 7.07% (compared with a threshold to maximum range of 4% to 14% CAGR), resulting in a vesting of 44.56% of
the maximum award. The Committee adopted growth in IPS PBT as the metric for determining the level of vesting over the relevant
performance period.
In 2025, both the CEO and the COO were granted LTIP awards at the level of 150% of salary. The award will vest after three years based on
IPSPBIT performance, and any vested shares (net of tax) will be subject to a further two-year holding period. Grants in 2026 will also be at
the level of 150% of base salary. Growth in profit before interest and tax will be the metric for determining vesting of both awards, with the
CAGR ranges shown below:
% vesting (of maximum) IPS 3-year PBIT CAGR
Below threshold 0 less than 4%
Threshold 20 4%
Stretch 100 14%
2025 PERFORMANCE AND PAY OUTCOMES
Total remuneration 2025
Denis Jackson
Chief Executive Officer
Salary and benefits 42%
Annual bonus 22%
Pension 3%
LTIP 33%
Trish Houston
Chief Operating Officer
Salary and benefits 39%
Annual bonus 21%
Pension 3%
LTIP 37%
Share ownership
Shareholding is a key means by which the interests of Executive Directors are aligned with those of other shareholders.
Denis Jackson
Chief Executive Officer
Current holdings (net): 138,216 shares
1
Two times salary: 85,389 shares
Total target value
Current holding (% of salary): 324%
: £900,000
Trish Houston
Chief Operating Officer
Current holdings (net): 52,051 shares
1,2
Two times salary: 57,875 shares
Total
Current holding (% of salary): 180%
target value
: £610,000
Actual
Total Policy Requirement
£1,456,797
£900,000
£548,618
£610,000
1 Shares owned outright have been included, plus vested LTIP shares, unvested deferred bonus shares (both net of expected PAYE and NI) and SIP.
The value of the holding has been adjusted to reflect expected tax and NI payable.
2 Trish Houston’s holding includes 762 shares held by persons closely associated (‘PCA’).
The value of the shareholdings disclosed have been calculated using the close price as at 31 December 2025. For these purposes, shares
held in the deferred bonus scheme (net of tax/NIC) and the SIP as at 31 December 2025 have been included as there are no performance
conditions to be met. The unvested LTIP awards have not been included.
Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
96 lawdebenture.com
Single total figure of remuneration (audited)
Year ended
Salary
1
£000
Benefits
2
£000
Bonus
£000
LTIP
3
£000
Pension
4
£000
Total
£000
Total Fixed
£000
Total Variable
£000
Denis Jackson 2025 438 1 233 346 34 1,052 473 579
2024 389 2 173 258 30 852 421 431
Trish Houston 2025 302 1 158 284 24 769 327 442
2024 293 1 127 218 23 662 317 345
1 Changes to salary are effective from 1 April.
2
Benefits shown are available to all eligible employees. Both Den
is Jackson
and Trish Houston receive healthcare insurance.
3 Includes dividend reinvestment and dividend equivalent. Value for 2025
is based on average share price for the period of 1 October 2025 to
31 December 2025 of 1039.5 pence and also includes the final dividend of
10.375 pence per share. The share price at the time of the grant of the 2023
LTIP was 795.0 pence per share compared to the average share price of
1039.5 pence for the 3-month period to 31 December 2025. 23.5% of the 2025
value is a result of share price growth.
The share price at the time of the grant of the 202
2 LTIP was 777.4 pence
per share. The award that vested in 2025 did so at a share price of 889.0
pence per share. The 2024 award has been updated to reflect the share
price at point of vesting and the 2025 award will be updated in the same
way in the next Annual Report. 11% of the 2024 value is a result of share price
growth.
4 The pension values relate to the cash allowances paid in lieu of a pension
contribution. The amount shown is the value of the allowance received,
which reflects a reduction for the cost of employer’s NIC.
Executive Directors’ shareholdings (audited)
The table below shows the interests of the Executive Directors and connected persons in shares (owned outright or vested) as at
31December 2025. Since 31 December 2025, Denis Jackson’s shareholding has increased by 1,096 shares pursuant to an automatic dividend
reinvestment. Trish Houston’s shareholding has increased by 417 shares pursuant to an automatic dividend reinvestment. Therehave been
no other changes in the Executive Directors’ interests in the period between 31 December 2025 and 11 March 2026.
Outstanding scheme interests
Shares
owned
outright
†
Unvested
shares not
subject to
performance
1
Unvested
options not
subject to
performance
2
Unvested
share options
subject to
performance
3
Vested
but
unexercised
share options
Total
interests
4
Shareholding
guideline
(% of salary)
Current
shareholding
(% of salary)
5
Guideline
met
Denis Jackson 122,376 29,886 3,026 217,760 – 138,216 200% 324% Yes
Trish Houston 41,116
6
20,632 3,856 161,284 – 52,051 200% 180% No
1 Includes deferred bonus awards granted under the Deferred Share Plan.
2
Includes options awarded under Save As You Earn Share Save Plan.
3
Includes options awarded under the LTIP.
4
Total scheme interests excludes the shares subject to performan
ce conditions.
Shares owned outright have been included, plus unvested deferred bonus
shares (net of expected PAYE), and SIP.
5
Based on a share price on 31 December 2025 of
1054 pence.
6 Includes person closely associated (‘PCA’) holdings of 762 shares.
†
Includes exercised LTIP options and SIP.
Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
97
Executive Directors’ interests in shares and option plans (audited)
Denis Jackson
Scheme
Interests
at
1January
2025
Granted
in the
year
Date of
grant
Market
price at
grant
Dividend
equivalent
shares in
the year
Vested
in the
year
Lapsed/
forfeited in
the year
Exercised in
the year
Exercise
price*
Market
Price at
date of
exercise
Interests at
31December
2025
Vesting/
first exercise
date
1
DSP 2022 12,297 – 14.03.22 799.1 109 12,406 – – n/a n/a – 12.03.25
1
DSP 2023 9,564 – 15.03.23 841.5 350 – – – n/a n/a 9,914 16.03.26
1
DSP 2024 15,307 – 14.03.24 782 561 – – – n/a n/a 15,868 14.03.27
1
DSP 2025 – 4,038 20.03.25 898 66 – – – n/a n/a 4,104 20.03.28
2
LTIP 2020 61,908 – 07.04.20 462.9 2,619 – – 64,527 462.9 1,022 – 17.11.25
2
LTIP 2021 45,602 – 01.03.21 712.8 3,614
†
– – 49,216 712.8 1,022 – 17.11.25
2
LTIP 2022 41,806 – 28.02.22 799.1 4,025
†
28,723 15,991 29,840 799.1 1,022 – 17.11.25
2
LTIP 2023 66,792 – 04.04.23 795.0 – – – – n/a n/a 66,792 04.04.26
2
LTIP 2024 75,834 – 02.04.24 791.2 – – – – n/a n/a 75,834 02.04.27
2
LTIP 2025 – 75,134 20.03.25 898.0 – – – – n/a n/a 75,134 20.03.28
3
SAYE 2020 5,565 – 26.08.20 539.0 – – – 5,565 539 n/a – 26.08.25
3
SAYE 2025 – 3,026 11.09.25 1,016.0 – – – – 1,016 n/a 3,026 01.10.30
1 Deferred Share Plan (share grant price is based on the market close on the date of the grant). Includes dividend reinvestment.
2
Long Term Incentive Plan (price at grant is calculated based on
a 5 day average close price up to and including the day before the date of grant). Details of
performance conditions and targets can be found on page 95. 61.75% of Denis Jackson’s 2022 LTIP award vested on 20 March 2025. The remaining number of
shares lapsed accordingly. The vested awards are subject to a two year holding period.
3 Save As You Earn Share Save Plan (share grant price is based on market close on the date of the grant).
* Exercise price is based on market price at grant.
†
Cumulative dividend equivalent shares for LTIP grants included
in year of vesting
Trish Houston
Scheme
Interests
at
1January
2025
Granted
in the
year
Date of
grant
Market
price at
grant
Dividend
equivalent
shares in
the year
Vested
in the
year
Lapsed/
forfeited in
the year
Exercised in
the year
Exercise
price*
Market
Price at
date of
exercise
Interests at
31 December
2025
Vesting/
first exercise
date
1
DSP 2022 7,552 – 14.03.22 799.1 67 7,619 – – n/a n/a – 12.03.25
1
DSP 2023 7,089 – 15.03.23 841.5 260 – – – n/a n/a 7,349 16.03.26
1
DSP 2024 11,362 – 14.03.24 782 417 – – – n/a n/a 11,779 15.03.27
1
DSP 2025 – 1,480 20.03.25 898 24 – – – n/a n/a 1,504 20.03.28
2
LTIP 2021 32,271 – 01.03.21 712.8 2,558
†
34,829 712.8 1,022 – 17.11.25
2
LTIP 2022 35,374 – 28.02.22 799.1 3,406
†
24,304 13,531 25,250 799.1 1,022 – 17.11.25
2
LTIP 2023 54,717 – 04.04.23 795 – – – – n/a n/a 54,717 04.04.26
2
LTIP 2024 55,643 – 02.04.24 791.2 – – – – n/a n/a 55,643 02.04.27
2
LTIP 2025 – 50,924 20.03.25 898.0 – – – – n/a n/a 50,924 20.03.28
3
SAYE 2021 3,856 – 01.09.21 778 – – – – 778 n/a 3,856 01.09.26
1 Deferred Share Plan (share grant price is based on the market close on the date of the grant). Includes dividend reinvestment.
2
Long Term Incentive Plan (price at grant is calculated based on
a 5 day average close price up to and including the day before the date of grant). Details of
performance conditions and targets can be found on page 95. 61.75% of Trish Houston’s 2022 LTIP award vested on 20 March 2025. The remaining number of
shares lapsed accordingly. The vested awards are subject to a two year holding period.
3 Save As You Earn Share Save Plan (share grant price is based on market close on the date of the grant).
* Exercise price is based on market price at grant.
†
Cumulative dividend equivalent shares for LTIP grants included
in year of vesting.
Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
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Directors’ Remuneration Report continued
Total Shareholder Return (TSR) chart
The graph below compares the value of £1,000 invested in Law Debenture’s shares, including reinvested dividends, with the FTSE All-Share
Total Return Index over the last ten years. This index was selected because it is the index adopted as Law Debenture’s benchmark.
Law Debenture share price total return FTSE All-Share Index total return
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
£600
£800
£1,000
£1,200
£1,400
£1,600
£1,800
£2,000
£2,200
£2,400
£2,600
£2,800
£3,000
£3,200
£3,400
Notes
1
The graph shows the total shareholder return of a nominal holdi
ng of £1,000 of Law Debenture’s shares measured against the total shareholder return of a
nominal holding of £1,000 invested in the FTSE All-Share Index over a 10 year period.
2 Dividends have been reinvested.
3
FTSE All-Share Index is chosen as the comparator in this table
because that is the index against which, historically, the Company has reported the
performance of the Portfolio.
Historical remuneration
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Incumbent
M. Adams
1
T. Fullwood
2
D. Jackson
3
D. Jackson
3
D. Jackson
3
D. Jackson
3
D. Jackson
3
D. Jackson
3
D. Jackson
3
D. Jackson
3
C. Banszky M. Adams
CEO single figure of total
remuneration (£000)
180.5 142.2
611.2 643.4 643.0 643.2 1,084
4
1,075
5
852
6
1,052
7
757.8 344.1
Annual bonus including deferred
bonus awarded (against
maximum award)
65.1% 100.0%
100.0% 90.9% 85.0% 85.0% 76.8% 75.7% 34.5% 41.5%
0.0% 0.0%
LTIP award due to vest
(againstmaximum %)
n/a n/a n/a n/a n/a n/a 74% 90.0% 61.8% 44.56%
1 C. Banszky stepped down as CEO on 31 August 2016 and was succeeded by M. Adams on the same date following his appointment to the Board on
4 August 2016.
2
T. Fullwood was appointed interim Chief Executive Officer from 2
2 October 2017 for a fixed term until retirement at 1 January 2018.
3 D. Jackson was appointed as CEO on 1 January 2018.
4
Includes dividend reinvestment and dividend equivalent. Total n
umber of shares which vested was 58,006 at a share price of 809.0 pence per share.
5 Includes dividend reinvestment and dividend equivalent. Total number of shares which vested was 45,602 at a share price of 800.0 pence per share.
6
Includes dividend reinvestment and dividend equivalent.
Total number of shares which vested was 28,723 at a share price of 898.4 pence per share.
7 Includes dividend reinvestment and dividend equivalent. Total number of shares due to vest is 33,000 at an average share price of 1,039.5 pence per share
for the 3-month period to 31 December 2025.
CORPORATE GOVERNANCE
99
Directors’ Remuneration Report continued
CEO pay ratio
UK regulations require companies with more than 250 UK employees to publish ratios to show CEO Total pay versus that of its UK
employees. In line with these regulations, we have provided ratios based on Method B as prescribed by the regulations, under which a
single total figure of remuneration is derived for each employee identified using the Gender Pay Gap data and the quartiles analysed.
The employee pay figures were calculated by reference to and as at the year ended 31 December 2025 using full-time equivalent data
for relevant employees in service as at 31 December 2025. The Committee is satisfied that the median pay ratio is consistent with the pay,
reward and progression policies for our UK employees. As in prior years, the Committee approved the use of Methodology B, as set out in
the regulations, believing this to be the simplest, most appropriate and robust way to calculate the ratio.
We have considered whether the remuneration of the three employees identified as the best equivalents of the quartiles, using Gender
Pay Gap data under Option B, is reasonably representative of what the actual P25, P50 and P75 would be under Option A. Given the
relatively uniform structure of remuneration for our employees, with base salary forming more than three-quarters of total pay for most
colleagues, the individuals identified under option B for P25 , P50 and P75, are reasonably representative of those quartiles. We have not
had to make any assumptions or use statistical modelling to determine full-time equivalent remuneration.
CEO pay ratios can be volatile due to the variable nature of the CEO remuneration outcomes based on performance.
Financial year Methodology 25th percentile ratio 50th percentile ratio 75th percentile ratio
2025 B 24:1 15:1 9:1
2024 B 22.1 14.1 6.1
CEO
£
25th percentile
£
50th percentile
£
75th percentile
£
Total pay 1,052,000 43,000 70,878 127,265
Base salary 437,500 35,250 61,000 99,000
Percentage change in Director remuneration
The table below shows the percentage change in Director remuneration, comprising salary, taxable benefits and annual bonus, and
comparable data for the average of all UK employees within the Company. As the figures are for calendar year earnings, the percentages
may differ from percentage increases awarded 1 April.
Salary/
fees
2025
Taxable
Benefits
2025
Annual
Bonus
2025
Salary/
fees
2024
Taxable
Benefits
2024
Annual
Bonus
2024
Salary/
fees
2023
Taxable
Benefits
2023
Annual
Bonus
2023
Salary/
fees
2022
Taxable
Benefits
2022
Annual
Bonus
2022
Salary/
fees
2021
Taxable
Benefits
2021
Annual
Bonus
2021
Denis Jackson (CEO) 13% -42% 35% 12% 0% -48% 7% 0% 34% 0% -50% -9% 0% 0% 0%
Trish Houston (COO) 3% 17% 24% 2% -97%
1
-54% 31%
1
>100%
1
30% -11%
1
0% 1% >100%
2
0% >100%
2
Robert Hingley (NED) 10.0% n/a n/a 18.5% n/a n/a 16.1% n/a n/a 3.8% n/a n/a 0.0% n/a n/a
Tim Bond (NED)
3
n/a n/a n/a n/a n/a n/a 5.0% n/a n/a 3.8% n/a n/a 0.0% n/a n/a
Claire Finn (NED) 5.0% n/a n/a 2.8% n/a n/a 10.4% n/a n/a 6.8% n/a n/a 7.2% n/a n/a
Clare Askem (NED)
4
6.7% n/a n/a 6.3% n/a n/a 8.4% n/a n/a >100%
4
n/a n/a n/a n/a n/a
Pars Purewal (NED)
5
5.0% n/a n/a 2.8% n/a n/a 13.9% n/a n/a >100%
5
n/a n/a n/a n/a n/a
Maarten
Slendebroek (NED)
6
8.8% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
All other Employees
(excluding directors)
7
3% n/a 6% 4% n/a -3% 6% n/a 0% 6% n/a 0% 5% 0% 30%
1 The discrepancies in salary/fees for Trish Houston in 2022 and 2023 relate to her period of maternity leave. The benefits for 2023 reflect the benefits Trish
received relating to her return to work from maternity leave in line with Group policy.
2
Trish Houston joined the Board during 2020 and therefore there
are no meaningful comparative figures available until her first full year (2021).
3 Tim Bond retired from the Board in March 2024.
4
Clare Askem joined the Board during 2021 and therefore there ar
e no meaningful comparative figures available until her first full year (2022).
5 Pars Purewal joined the Board during 2021 and therefore there are no meaningful comparative figures available until his first full year (2022).
6
Maarten Slendebroek joined the Board during 2024 and therefore
there are no meaningful comparative figures available until his first full year (2025).
7 For the purposes of this table, all other employees excluding directors have been taken to mean employees of LDC Trust Management Limited and Safecall
Limited.
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Directors’ Remuneration Report continued
Non-Executive Directors’ shareholdings (audited)
The table below shows the interests of the Non-Executive Directors and connected persons in shares (owned outright or vested) as at
31December 2025. Since 31 December 2025, Pars Purewal’s shareholding has increased by 245 shares pursuant to an automatic dividend
reinvestment. There have been no other changes in Directors’ interests in the period between 31 December 2025 and 11 March 2026.
Non-Executive Directors
Number of shares held as
at 31 December 2024
Number of shares held as
at 31 December 2025
Number of shares held as
at 11 March 2025
Robert Hingley 4,870 4,870 4,870
Pars Purewal
1
31,323 32,463 32,708
2
Claire Finn 2,576 2,576 2,576
Clare Askem – – –
Maarten Slendebroek – – –
1 Shares are held jointly with a connected person.
2
Share increase pursuant to automatic dividend reinvestment.
Single total figure of remuneration for Non-Executive Directors (audited)
The table below sets out the single figure for the total remuneration received by each Non-Executive Director for the year ended 31 December
2025 and the prior period:
Non-Executive Directors
Salary/fees
2025
Total
2025
Salary/fees
2024
Total
2024
Robert Hingley £137,500 £137,500 £125,000 £125,000
Tim Bond
1
n/a n/a £12,500 £12,500
Pars Purewal £63,000 £63,000 £60,000 £60,000
Claire Finn £63,000 £63,000 £60,000 £60,000
Clare Askem £63,000 £63,000 £59,063 £59,063
Maarten Slendebroek £53,000 £53,000 £48,718 £48,718
1 Tim Bond resigned from the Board on 28 March 2024.
Non-Executive Director fees
For 2026, the fees for the Chair and the Non-executive director base fee have increased as shown below, and explained in the Committee
Chair’s introductory statement.
Fee
Fees effective
1 April 2026
Fees effective
1 April 2025 % change
Chair fee £144,000 £140,000 2.9%
Non-Executive Director base fee £55,500 £54,000 2.8%
Additional fee for Chair of Audit Committee £10,000 £10,000 0%
Additional fee for Chair of Remuneration Committee £10,000 £10,000 0%
Additional fee for oversight of workforce engagement £6,250 £6,250 0%
Additional fee for Senior Independent Director £3,750 £3,750 0%
The aggregate base fees of the NEDs are within the limit set in the Company’s Articles of Association.
CORPORATE GOVERNANCE
101
Directors’ Remuneration Report continued
Relative importance of spend on pay
The table below shows the Company’s actual expenditure on shareholder distributions (including dividends and share buybacks) and
total employee pay expenditure for each financial year.
2025
£000
2024
£000 % change
Total employee pay expenditure
1
31,297 28,599 9.4%
Total distributed to shareholders
2
47,538 44,236 7.5%
1 Total remuneration includes bonuses, employers’ NI and pension costs and is the figure reported at note 3 of the accounts.
2
Amounts distributed to shareholders are the totals of the final
and interim dividends in respect of that year reported at note 8 of the accounts. There were no
other distributions.
The average number of employees has increased from 298 in 2024 to 313 in 2025, which has led to an increase in employee pay expenditure.
Employer National Insurance costs in our main market the UK, increased in April 2025 impacting our overall employment costs. The increase
also includes the effect of the annual review of base salaries. Distribution to shareholders has been subject to an increase for the current year as
explained in the Chairman’s statement on page 9.
Statement of shareholder voting at the Company’s AGM
The table below sets out the results of the most recent shareholder votes on the Directors’ Remuneration Policy at the AGM on 30March
2023 and the Directors’ Remuneration Report at the AGM on 11 April 2025. The full policy is contained in the Company’s annual report
and accounts for the year ended 31 December 2023, which may be found at https://www.lawdebenture.com/investment-trust/
shareholderinformation/annual-reports-and-half-yearly-reports.
Percentage of votes cast Number of votes cast
For Against For Against Withheld
1
2024 Directors’ Remuneration Report 96.87% 3.13% 28,191,514 910,374 129,033
Directors’ Remuneration Policy 2023 - 2025 95.76% 4.24% 26,326,896 1,165,584 340,479
1 A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast for and against a resolution.
CORPORATE GOVERNANCE
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Directors’ Remuneration Report continued
PART 5: PROPOSED DIRECTORS’ REMUNERATION POLICY FOR 2026-28
Directors’ Remuneration Policy
The Committee is required to put the new Directors’ Remuneration Policy to a binding shareholder vote at the next Annual General Meeting
on 24 April 2026, as the current Policy, that was approved at the 2023 AGM, is approaching the end of its three-year approval period. This
new Policy, set out below, will take effect from the date of that meeting and is intended to apply to remuneration in respect of 2026-28.
Remuneration principles
In preparation for the review of our Directors’ Remuneration Policy, the Committee reviewed the reward frameworks for the wider workforce,
alongside our more specific debates on Executive remuneration. From this, we have agreed that the following set of remuneration principles
that apply equally to Executives and to employees at all levels of our workforce hierarchy remain relevant and appropriate.
REMUNERATION PRINCIPLES
Alignment
Our remuneration programmes will align with Law Debenture’s strategic priorities, of delivering capital
growth and steadily increasing income to our shareholders.
Competitiveness
Total remuneration will be competitive but not extravagant for the role taking into account sector, complexity
of responsibility and geography. When setting Executive Director pay, we will consider both external pay
relativity and wider workforce remuneration and conditions.
Pay for
performance
There should be no reward for failure, but the Executive Directors should be rewarded for the performance of
the IPS business, which is central to Law Debenture’s business model and unique identity.
Discretion
The Committee has discretion to adjust the formulaic bonus and the LTIP outcomes to reflect underlying
Company performance. Any adjustments or discretion applied by the Committee will be fully explained in
the following year’s Annual Remuneration Report.
Committee Process to determine the new Remuneration Policy
In determining the 2026-28 Directors’ Remuneration Policy, the
Committee:
•
Considered the Company’s strategy, how the current Policy
related to and supported this, and assessed what amendments
were required to the Policy to further align it with the strategy;
•
Considered feedback from shareholders and investor bodies on
the Directors’ Remuneration Reports over recent years;
• Sought advice from independent remuneration consultants
on the remuneration requirements of the 2024 UK Corporate
Governance Code and current investor priorities and guidelines,
and market best practice in formulating the new Policy;
•
Reviewed wider workforce remuneration and incentives to
ensure consistent principles;
• Consulted Executive Directors on the proposed changes to the
Policy; and
•
Conducted a full consultation exercise with major shareholders
on the changes.
The Committee was mindful in its deliberations on the new Policy
of any potential conflicts of interest and sought to minimise them
through an open and transparent consultation with the Executive
Directors; by seeking independent advice from its external advisers;
and, by undertaking a full shareholder consultation exercise.
Summary of changes to the Directors’ Remuneration Policy
COO base salary re-positioning
CURRENT POLICY PROPOSED CHANGES RATIONALE
COO base salary
currently £305,000,
which is substantially
below the market
benchmark.
Re-position the base salary
in stages over two years,
subject to continued good
performance in role:
£350,000 in 2026
£375,000 in 2027
The Committee have reviewed benchmarking data for a peer group of mainly FTSE
Small Cap companies. The COO current base salary, which is only 10.9% above the
salary four years ago, is now not competitive in the market. The current situation
is not consistent with the Company’s values and does not support motivation,
retention and, when necessary, recruitment of talent.
Repositioning the salary in two stages is a balanced and considered approach to
this transition.
CORPORATE GOVERNANCE
103
Directors’ Remuneration Report continued
SALARY AND BENEFITS
Purpose
To provide an appropriate level of salary and competitive benefits package to attract and retain individuals
of the required calibre to successfully deliver the business strategy.
Operation and
opportunity
Salary increase percentages for Executive Directors and Senior Managers are determined at the discretion
of the Committee but will normally not be higher than those of the wider workforce. Increases may be made
above this level in certain circumstances, including (but not limited to):
• An increase in scale, scope or responsibilities of the role;
• To ensure salaries are market competitive; and
• Where individuals have been recruited or promoted with salaries below the targeted policy level initially
and have become more established in their role.
Benefits may include (but are not limited to) private medical insurance, life insurance cover, disability
income plan, season ticket loans and professional subscriptions.
Other benefits may be introduced from time to time to ensure the benefits package is competitive and
reflects the circumstances of the individual Director, for example relocation allowances.
The Committee may award non-pensionable cash payments in lieu of one or more of these benefits.
Benefits may vary by role and individual circumstance and are reviewed periodically.
Performance
framework
None
Implementation
in2026
Denis Jackson’s salary will be increased by 2.9% to £463,000. This increase is slightly below that of the wider
workforce.
His benefits are unchanged in 2026.
The current base salary for Trish Houston (£305k) is substantially out of line with market norms. The salary will be
re-positioned in stages over two years, subject to continued good performance in role:
2026: £350,000
2027: £375,000.
Her benefits are unchanged in 2026.
PENSION
Purpose
To provide funding for retirement at market competitive levels.
Operation and
opportunity
Executive Directors may receive pension contributions to a personal Pension scheme and/or cash allowances
in lieu of contributions.
Executive Directors (including current incumbents and new Directors) to receive a contribution of 9% of base
salary in line with the contribution for the majority of the workforce.
Performance
framework
None
Implementation
in2026
Denis Jackson’s pension contribution is unchanged in 2026.
Trish Houston’s pension contribution is unchanged in 2026.
CORPORATE GOVERNANCE
104 lawdebenture.com
ANNUAL BONUS
Purpose
To incentivise and reward the achievement of annual business objectives to enable successful
implementation of the Group strategy, and to align the interests of Executive Directors with shareholders and
support retention.
Operation and
opportunity
Financial and non-financial objectives, targets and metrics are set at the start of the year.
Maximum individual annual bonus opportunity is 125% of base salary. 60% of maximum (equivalent to 75%of
salary) is payable for financial performance. 40% of maximum (equivalent to 50% of salary) is payable for
non-financial performance.
Half of the portion of any bonus earned above £100,000 will be deferred in shares for three years. Dividend
equivalents may accrue on deferred bonus awards and be paid on those shares which vest.
The Plan contains malus and clawback provisions (see below for details).
The total aggregate annual bonus payment for Executive Directors is capped at 25% of the general bonus
pool for employees.
Performance
framework
Performance versus financial and non-financial objectives is assessed at the end of each year to determine
the award.
The financial component of the bonus is calculated on a formulaic basis. Threshold and stretch financial
performance levels of 5% to 12% annual growth in profits are applied, with a pay-out of 20% of maximum
at minimum threshold performance rising to 100% of maximum at stretch performance, calculated on a
straight-line basis.
The Committee assesses performance against strategic objectives and associated targets and metrics to
determine the non-financial component of the bonus to be awarded.
The Committee has discretion to set suitable metrics and targets, and to adjust the formulaic bonus
outcome to reflect underlying Company performance. Any adjustments or discretion applied by the
Committee will be fully explained in the following year’s Remuneration Report.
Implementation
in2026
The maximum individual annual bonus opportunity continues to be 125% of base salary for Denis Jackson.
The maximum individual annual bonus opportunity continues to be 125% of base salary for Trish Houston.
LTIP
Purpose
To drive sustained long-term performance that supports the creation of shareholder value, and to
encourage and facilitate substantial long-term share ownership.
Operation and
opportunity
An award of conditional shares or nil cost-options may be granted annually.
Awards vest after three years, subject to performance and continued employment. Following vesting, an
additional two-year holding period will apply (net of tax), such that shares are not released until five years
from grant.
Award levels and performance conditions are reviewed in advance of each grant to ensure they
remainappropriate.
At the Committee’s discretion, an amount in shares or cash equal in value to the dividends payable may
accrue on shares which have vested from the date of vesting until the end of the holding period.
Performance
framework
The award is currently based on financial measures, normally profit-based measures linked to the IPS
business. The Committee has the discretion to set suitable metrics and targets for each grant.
The Committee has discretion to adjust the formulaic vesting to reflect underlying Company performance.
Any adjustments or discretion applied by the Committee will be fully explained in the following year’s
Remuneration Report.
Implementation
in2026
The annual growth percentages at threshold and stretch for the 2026 grant are 4% and 14% respectively, with
20% vesting at threshold, based on profit before interest and tax.
Denis Jackson will be awarded an LTIP of up to 150%, subject to meeting the performance conditions.
Trish Houston will be awarded an LTIP of up to 150%, subject to meeting the performance conditions.
Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
105
ALL EMPLOYEE PLANS
Purpose
To encourage share ownership throughout the workforce.
Operation and
opportunity
The Executive Directors are eligible to participate in an HMRC-approved Save As You Earn Share Save
Plan (‘SAYE’) and/or Share Incentive Plan (‘SIP’) on the same basis as all other eligible UK employees. The
Committee intends to maintain and operate these schemes in accordance with scheme rules and HMRC
Regulations.
The prevailing HMRC approved limits apply.
Performance
framework
None
SHAREHOLDING REQUIREMENTS
Purpose
To provide alignment between the interests of the Executive Directors and our other shareholders.
Operation and
opportunity
The Executive Directors are required to build and maintain a minimum shareholding of two times base
salary. Executive Directors are required to retain 50% of the post-tax number of vested shares from the
Company incentive plans until the minimum shareholding requirement is met and maintained.
On cessation of employment, Executive Directors are required to retain their minimum shareholding
requirement immediately prior to departure for two years. Where their actual shareholding at departure is
below the minimum shareholding requirement, the Executive Directors’ actual shareholding is required to be
retained on the same terms and for the same periods.
The Company has established a process for monitoring and enforcement of in-role and post-cessation
shareholding requirements.
Performance
framework
None.
Implementation
in2026
No changes to the policy.
Consideration of shareholder views
The Remuneration Committee is committed to shareholder
dialogue and engages with shareholders as appropriate to
address any remuneration issues that arise in relation to the
Executive Directors. Shareholders are given the opportunity to
engage with decisions in relation to Executive Director pay at
the AGM. The Chair of the Remuneration Committee welcomes
the opportunity to hold individual meetings with shareholders,
if requested, as outlined in the Directors’ Report on page 69.
Any feedback provided is taken into account when developing
Executive remuneration arrangements, in addition to guidelines
of investor bodies. The Committee monitors trends and
developments in corporate governance and market practice
to ensure the structure of Executive remuneration remains
appropriate and will undertake a shareholder consultation in
advance of any material changes to the Remuneration Policy, as
we have done for the new proposed Policy.
Minor amendments
The Committee may make minor amendments to the Policy set
out above (for regulatory, exchange control, tax or administrative
purposes or to take account of a change in legislation) without
obtaining shareholder approval for that amendment.
Differences in remuneration policy for Executive
Directors compared with other employees
In determining the remuneration arrangements for Executive
Directors, the Committee considers pay and conditions of other
employees across the business and aims to ensure a consistent
approach. To facilitate this, the Committee receives information on
wider workforce remuneration, ensuring a good understanding of
the structure and application of the reward policies throughout the
Group.
One of the Non-Executive Directors, Clare Askem, has responsibility
for leading engagement with the workforce, including on
remuneration matters. Various methods of communication
(including presentations, email correspondence and availability
for face-to-face meetings) may be utilised for thisengagement.
The Company’s approach to annual salary reviews is consistent
across the Group, with consideration given to the level of
experience, responsibility, individual performance and salary levels
in comparable companies. Pension and principal benefits are also
provided to all employees. All employees are eligible to participate
in an annual bonus scheme with business area-specific metrics
and individual performance taken into account where appropriate.
Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
106 lawdebenture.com
Senior Managers may be eligible to participate in the LTIP with
annual awards up to 100% of base salary. Performance conditions
are consistent for all participants, while award sizes vary by
individual. Specific cash incentives are also in place to motivate,
reward and retain staff below Board level.
When determining incentive outcomes, the Remuneration
Committee takes account of the Executive Directors’ oversight
of the Portfolio, as well as the performance of the IPS business.
For all other employees, performance is primarily based on the
IPS business. All UK employees are eligible to participate in the
Company’s SAYE and SIP schemes on the same terms.
Illustration of total remuneration opportunity for 2026
£0
£500
£1,000
£1,500
£2,000
£2,500
Denis Jackson (CEO)
Minimum Target Maximum Maximum + 50%
share price growth
Remuneration (£000s)
100%
44%
28% 24%
25%
33% 27%
31%
39%
49%
£506
£1,142
£1,779
£2,126
ELEMENT ASSUMPTIONS
Total fixed pay
Base salary: CEO £463,000. COO £350,000.
Pension: 9% of salary or cash equivalent.
Benefits: As disclosed in single figure table on page 96.
Annual bonus
Minimum: No payout.
On-target: 50% of maximum.
Maximum: 100% of maximum (125% of salary).
LTIP
Minimum: No vesting.
On-target: 50% of maximum.
Maximum: 100% of maximum (150% of salary).
Share price growth
Calculated based on the impact of 50% share price appreciation on LTIP.
Directors’ Remuneration Report continued
Fixed pay Annual bonus LTIP
Trish Houston (COO)
Remuneration (£000s)
£0
£200
£400
£600
£800
£1,000
£1,200
£1,400
£1,600
£1,800
Minimum Target Maximum Maximum + 50%
share price growth
100%
44%
28% 24%
25%
33% 27%
31%
39%
49%
£383
£864
£1,345
£1,608
CORPORATE GOVERNANCE
107
How do we safeguard against payments for failure?
SAFEGUARDING REQUIREMENTS
Performance based pay
A significant portion of remuneration varies with performance – where performance targets are not
achieved, lower or no payments will be made under the plans.
Discretion
The Committee will operate all incentive plans according to the rules and discretions contained therein to
ensure that the implementation of the Remuneration Policy is fair, both to the individual Director and to the
shareholders. The discretions cover aspects such as (but not limited to):
• selection of participants;
• timing of grant and vesting of awards;
• size of awards (subject to the Policy limits);
• choice of measures, weightings and targets;
• determining level of payout or vesting based on an assessment of performance;
• settlement of awards in cash or shares;
• treatment of awards on termination of employment and change of control;
• adjustment of awards in certain circumstances, e.g. changes in capital structure, demerger, special
dividend, distribution or any other corporate event which may affect the current or future value of an
award;
• adjustments to take account of windfall gains on LTIP awards;
• adjustment of performance conditions in exceptional circumstances provided the new targets are
fair and reasonable and neither materially more or less challenging, in the context of exceptional
circumstances, than the original targets; and
• application of malus and/or clawback.
Any such use of discretion will be fully disclosed in the subsequent annual report and may, as appropriate,
be the subject of consultation with the Company’s shareholders.
Malus and clawback
Malus is the adjustment of deferred annual bonus awards or unvested LTIP awards, because of the
occurrence of one or more unforeseen circumstances. The adjustment may result in the value being
reduced to nil.
Clawback is the recovery of cash payments made under the annual bonus, deferred annual bonus award
or vested LTIP awards as a result of the occurrence of one or more circumstances listed. Clawback may
apply to all or part of a participant’s payment or award and may be effected, among other means, by
requiring the transfer of shares, payment of cash or reduction of awards or bonuses.
The circumstances in which malus and clawback could apply are as follows:
• gross misconduct;
• misstatement of the financial results;
• error in reporting or calculation;
• serious reputational damage; or
• corporate failure.
Malus applies to deferred annual bonus awards and unvested LTIP awards up to the date of vesting.
Clawback applies to cash annual bonus payments and vested LTIP awards for up to two years from
payment or vesting.
Annual bonus payments and LTIP awards are subject to malus and clawback for up to two years from
payment of the bonus or vesting of shares.
Payments for loss of
office
There were no payments to former Directors for loss of office.
Payments to past
Directors
There were no payments to past Directors during the year.
Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
108 lawdebenture.com
Directors’ Remuneration Report continued
Approach on recruitment
ELEMENT ASSUMPTIONS
Salary
• The base salaries of new appointees will be determined by reference to the individual’s role and
responsibilities, experience and skills, relevant market data and pay and conditions elsewhere in the
Company.
• Base salary may be higher or lower than the previous incumbent. Salaries may be set at a lower level
initially with the intention of increasing salaries at a higher than usual rate as the executive gains
experience in the role.
Pension
• New appointees will be eligible to receive pension contributions (or cash in lieu) in line with the Policy.
Benefits
• New appointees will be eligible to receive benefits in line with the Policy, including relocation benefits if
the Committee deems it appropriate.
Annual bonus
• The structure described in the Policy table will normally apply to new appointees, with the relevant
maximum being pro-rated to reflect the proportion of the year served. The Committee retains the
flexibility to determine that for the first year of appointment any annual incentive award will be subject to
such terms as it may determine.
LTIP
• New appointees will be eligible for awards under the LTIP which will normally be on the same terms as
other executives, as described in the Policy table.
‘Buy-out’ awards
To facilitate recruitment, it may be necessary to ‘buy-out’
remuneration arrangements forfeited on leaving a previous
employer. This will be considered on a case-by-case basis and
may comprise cash or performance and non-performance related
share awards and would be in such form as the Committee
considers appropriate considering all relevant factors such as
the form, performance conditions, expected value, anticipated
vesting and timing of the forfeited remuneration. The Committee’s
intention is that the value awarded would be no more than the
commercial value of the awards forfeited.
For internal promotions, the approach will be consistent with the
policy for external appointees. Where an individual has contractual
commitments made prior to their promotion to Executive Director
level, the Company will continue to honour these arrangements.
Service contracts
Executive Director service contracts can be terminated by not
less than six months’ notice given in writing by either party to the
contract, with no contractual provisions for compensation payable
on early termination of the contract. The Directors are subject to
annual re-election at the AGM. Directors’ contracts are available to
view at the Company’s registered office.
Recruitment policy
When determining the remuneration arrangements of a new
appointment to the Board, the Committee will seek to apply the
following principles:
• Although we operate in a competitive market for talent, we are
mindful to pay no more than is necessary to attract and retain
high-quality talent;
• The Committee will appoint new Executive Directors with a
package
that is in line with the Remuneration Policy in place at the
time, as indicated in the table below. In particular, the maximum
level of variable remuneration will be in line with the limits set out
in the Policy table.
External appointments
It is the Board’s policy to allow the Executive Directors to take up
one non-executive position on the board of another company,
subject to the prior approval of the Board. Any fee earned in
relation to outside appointments is retained by the Executive
Director. During 2025, there were no external appointments held by
the Executive Directors.
CORPORATE GOVERNANCE
109
Termination payments
Executive Directors may receive base salary, pension and benefits
during the notice period, which may be paid during a period
of ‘garden leave’ or ‘payment in lieu of notice’ (PILON) for all or
part of any period of notice. Payments will normally be made in
equal monthly instalments until the end of the notice period at
the discretion of the Company, and Executive Directors will be
expected to mitigate their loss. Individuals will be eligible for annual
bonus only in respect of periods worked (i.e. excluding any periods
of garden leave or PILON) subject to the normal performance
conditions. Further detail on the treatment of annual bonus and
LTIP for leavers is provided in the table below.
The Committee will seek to ensure that there are no unjustified
payments for failure. There are no entitlements to payments of any
sort in the event that for cause an Executive Director’s employment
is summarily terminated. In the event that an Executive Director
is given notice of termination of employment within twelve
months of any change in control of the Company, he/she will be
given not less than twelve months’ written notice and the same
arrangements for receiving salary and benefits during this period
will apply as described above.
The Committee may authorise payments for statutory entitlements
in the event of termination, reasonable settlement of potential legal
claims, and payment of reasonable reimbursement of professional
fees in connection with such agreements.
Directors’ Remuneration Report continued
PLAN GOOD LEAVERS
1
ALL OTHER LEAVERS CHANGE OF CONTROL
Annual bonus
• Typically paid at the same time
as continuing employees, to the
extent that the performance
conditions are achieved with
pro-rating for the proportion of the
financial year worked, unless the
Committee determines otherwise.
• Deferred bonus awards will
continue until the normal vesting
date or may vest earlier at the
discretion of the Committee.
• No bonus payable.
• Unvested deferred bonus awards
lapse.
• Normally paid immediately on the
effective date of change of control,
subject to the extent of achievement
of the performance conditions and
pro-rated for the proportion of the
year served to the date of change
of control, unless the Committee
determines otherwise.
• Deferred bonus awards normally
vest immediately in full on the
effective date of change of control.
LTIP
• Unvested LTIP awards will typically
vest on the normal vesting date,
to the extent that the performance
conditions are achieved with
pro-rating for the proportion of
the performance period served,
unless the Committee determines
otherwise.
• Vested awards will remain subject
to any post-vesting holding period.
• Unvested awards lapse.
• Vested awards will remain subject
to any holding period.
• Unvested LTIP awards will typically
vest immediately in full on the
effective date of change of control,
subject to the Committee’s
assessment of the achievement of
the performance conditions and
pro-rated for the proportion of the
performance period served to the
date of change of control, unless the
Committee determines otherwise.
• The post-vesting holding period
applicable to any awards will end
at the time of change in control.
• Alternatively, awards may be
exchanged for new equivalent
awards in the acquiring company.
1 The Committee has discretion to determine that an Executive Director is a good leaver. It is the Committee’s intention to only use this discretion in circumstances where there is an
appropriate business case which will be explained in full to shareholders. A good leaver is typically defined as an employee who ceases to hold employment by reason of: death,
injury, ill-health or disability; retirement with the agreement of the Group; redundancy; the participant’s employing Company being transferred to an entity which is not a Group member;
transfer of undertaking; or any other reason at the Committee’s discretion.
CORPORATE GOVERNANCE
110 lawdebenture.com
Policy for Board Chair and Non-Executive Directors
The Non-Executive Directors, including the Board Chair, do not
have service contracts and are appointed for an indefinite term.
Non-Executive Directors are not entitled to compensation on
termination of their Directorship, no matter what the reason for
termination. The Directors are subject to annual re-election at the
AGM. Non-Executive Directors’ letters of appointment are available
to view at the Company’s registered office.
Non-Executive Directors are not eligible to join the Company’s
pension scheme or participate in any bonus scheme or share
incentive plans. Any reasonable expenses that they incur in the
furtherance of their duties are reimbursed by the Company
(including any tax liability thereon).
PURPOSE AND
LINK TO STRATEGY OPERATION FEE LEVELS
To attract and retain
Non-Executive Directors
of the required calibre
by offering market
competitive fees.
The Board Chair is paid a single annual all-inclusive fee for
all Board responsibilities.
Non-Executive Directors receive a base annual Board
fee. Additional fees may be payable for additional Board
responsibilities such as Chairship of a sub-committee of the
Board, the role of Senior Independent Director, or the role of
‘Workforce Engagement NED’.
The Board Chair’s fee is determined by the Committee
(excluding the Board Chair), and fees for Non-Executive
Directors are determined by the Board (excluding the
respective Non-Executive Directors). Fees are reviewed
periodically, considering time commitment, scope and
responsibilities, and appropriate market data.
Expenses incurred in the performance of non-executive
duties for the Company may be reimbursed or paid for
directly by the Company, including any tax due thereon.
Fee levels are disclosed in the Directors’
Remuneration Report and reviewed periodically.
Any fee increases may take into account
material misalignment with the market or a
change in the complexity, responsibility or time
commitment required to fulfil the role. The Board
may make appropriate adjustments to fee levels
to ensure they remain market competitive and
fair to the Director. Fees may be paid in the form
of cash and/or shares.
The Board may, in exceptional circumstances,
award additional fees to recognise significant
additional responsibilities or time commitment
required of individuals.
The maximum annual aggregate fee for all Non-
Executive Directors will be within any limits set
out in the Company’s Articles of Association.
This report was approved by the Board of Directors on 10 March 2026 and signed on its behalf by:
Claire Finn
Chair, Remuneration Committee
Directors’ Remuneration Report continued
FINANCIAL STATEMENTS
111
FINANCIAL STATEMENTS
Mike Smedley,
‘Ammonite’
111
FINANCIAL STATEMENTS
112 lawdebenture.com
Independent Auditor’s Report
to the Members of The Law Debenture Corporation p.l.c.
Report on the audit of the financial statements
1. Opinion
In our opinion:
• the financial statements of The Law Debenture Corporation p.l.c. (the ‘Company’) and its subsidiaries (the ‘Group’) give a true and
fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2025 and of the Group’s profit for the year then
ended;
• the Group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting
standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB);
• the Company financial statements have been properly prepared in accordance with United Kingdom adopted international
accounting standards and IFRS Accounting Standards as issued by IASB and, as applied in accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
• the consolidated statement of profit and loss;
• the consolidated statement of comprehensive income;
• the statement of financial position;
• the consolidated statement of changes in equity;
• the statement of changes in equity;
• the cash flow statement; and
• the related notes 1 to 29.
The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom adopted
international accounting standards and IFRS Accounting Standards
as issued by IASB and, as regards the Company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006.
2. 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 are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial Reporting Council’s (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 provided to the
Group and Company for the year are disclosed in note 3 to the financial statements. We confirm that we have not provided any non-audit
services prohibited by the FRC’s Ethical Standard to the Group or the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
FINANCIAL STATEMENTS
113
Independent Auditor’s Report continued
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
• valuation and existence of quoted investments; and
• occurrence of independent professional services fees.
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality
The materiality that we used for the Group financial statements was £12.0m which was determined on the
basis of 1% of net assets.
Scoping
We focused our Group audit scope primarily on the audit work at the Company and six of the largest
subsidiary companies in the Group. These seven entities represent the principal operating companies and
account for 99.6% of the Group’s total assets and 95.2% of the Group’s total income.
Audit work to respond to the risks of material misstatement identified was performed directly by the Group
audit engagement team.
Significant changes
in our approach
There were no significant changes in our approach.
4. 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 Group’s and
Company’s ability to continue to adopt the going concern basis of
accounting included:
• assessing the directors considerations regarding whether they
consider it appropriate to adopt the going concern basis of
accounting;
• assessing the compliance with covenants attached to long-term
borrowing including the headroom associated with the covenants;
• assessing the liquidity of the assets of the Group and whether
there is sufficient liquidity for the Group to continue to operate and
meet its financial obligation;
• evaluating Directors’ plans for future actions in relation to their
going concern assessment; and
• assessing the appropriateness of the going concern disclosures in
the financial statements.
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 Group’s
and 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 reporting on how the Group 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.
FINANCIAL STATEMENTS
114 lawdebenture.com
Independent Auditor’s Report continued
5. 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. These matters included 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.
5.1. Valuation and existence of quoted investments
Key audit matter
description
The investments of the Group of £1,357.6m (2024: £1,042.1m) are key to its performance and account for the
majority of the total assets, 93.9% at 31 December 2025 (2024: 92.6%).
Quoted investments amounts to 99.6% of the total investments and are valued at their fair value, which is
represented by the market bid price. These are listed on recognised exchanges are valued at the closing
bid price at the year end. Please see the accounting policy in note 1 and note 13.
There is a risk that quoted investments within the portfolio may not be actively traded and the prices
quoted may not be reflective of fair value.
Additionally, there is a risk that the quoted investments recorded may not represent property of the Group
and the Company.
There is a risk that the investment valuation and investment existence be manipulated by applying an
incorrect share price and number of shares. This could result in material misstatement of the net asset
value of the Group.
How the scope of our
audit responded to
the key audit matter
We have performed the following procedures to test the valuation and existence of quoted investments at
31 December 2025:
• Obtained an understanding of the relevant controls over valuation and existence of quoted investments;
• Agreed 100% of the Company’s investment portfolio at the year-end to confirmations received directly
from the custodian;
• Independently agreed 100% of the bid prices of quoted investments on the investment ledger at year end
to closing bid prices published by an independent pricing source; and
• Assessed the liquidity of samples of the quoted holdings at year-end by comparing the holding size
to the shares traded after the year end to determine if the valuation is reflective of quoted prices in an
active market
• Evaluated the completeness and appropriateness of disclosures in relation to fair value measurements
and liquidity risk; and
• Tested the accuracy of a sample of purchases and sales of quoted investments by comparing its
amount to the bank statements.
Key observations
Based on the work performed we concluded that the valuation and existence of quoted investments is
appropriate.
FINANCIAL STATEMENTS
115
Independent Auditor’s Report continued
5. Key audit matters continued
5.2. Occurrence of independent professional services fees
Key audit matter
description
Independent professional services (“IPS”) revenue consists of fees receivable from the provision of services,
and is recognised based on the delivery of performance obligations and an assessment of when control is
transferred to the customer.
The basis of fees vary across the various divisions of IPS, increasing the relative risk of misstatement. The
accounting policy for revenue recognition is detailed in note 1 and note 6 to the financial statements.
Fees of £66.7m were recorded for the year-ended 31 December 2025 (2024: £61.7m). The fees require the
implementation of appropriately authorised client contracts for services performed by the Group, as well
as appropriate accounting treatment in line with IFRS 15 “Revenue from contracts with customers”.
Revenue is a balance of key importance to stakeholders and impacts long-term incentives. Additionally,
recording revenue which did not occur could have a significant impact on the Group’s earnings per share.
Given the manual processes involved in accounting for this revenue, we consider occurrence of IPS fees to
be a key audit matter.
How the scope of our
audit responded to
the key audit matter
We have performed the following procedures to test the occurrence of independent professional services
fees for the year:
• We obtained an understanding of the relevant controls over the occurrence of IPS fees;
• We independently agreed a sample of fees to client agreements, sales invoices and bank receipts
as evidence that the transaction occurred. Where amendments were made to client agreements, we
assessed whether these had been recorded accurately and timely; and
• Finally, we evaluated whether revenue recorded is in compliance with IFRS 15 for revenue recognition
criteria.
Key observations
Based on our work, we concluded that independent professional service fees are appropriately recorded.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of
a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Company financial statements
Materiality
£12.0m (2024: £9.3m) £10.8m (2024: £8.4m)
Basis for determining
materiality
1% (2024: 1%) of net assets as at the year end. Company materiality equates to 0.9% (2024: 0.9%)
of net assets, which is capped at 90% of Group
materiality.
Rationale for the
benchmark applied
Net assets has been chosen as a benchmark as
it is considered the most relevant benchmark for
investors and is a key driver of shareholder value.
Company materiality has been capped at 90%
Group materiality to ensure errors identified in the
parent entity that may present an aggregate risk
of material misstatement to the Group financial
statements are detected.
FINANCIAL STATEMENTS
116 lawdebenture.com
Independent Auditor’s Report continued
6. Our application of materiality continued
6.1. Materiality continued
NAV £1,202m
NAV
Group materiality
Group
Component performance
materiality range
£5m to £11m
Audit and Risk Committee
threshold
£0.6m
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Company financial statements
Performance
materiality
70% (2024: 70%) of Group materiality 70% (2024: 70%) of Company materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered the following factors:
• our understanding of the entity, its environment and the investment company sector;
• the quality of the entity
’s internal controls over financial reporting;
• significant control deficiencies identified in previous audits;
• the nature, volume and size of misstatements (corrected and uncorrected) in the previous audit; and
• management’s willingness to correct misstatements identified.
6.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £0.6m (2024: £0.4m),
as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk
Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
The organisation is headquartered and operates principally out of the UK, but also operates subsidiaries in United Kingdom, Ireland, Hong
Kong, Cayman Islands, Channel Islands and the United States.
In determining the scope of work to be performed on specific components of the Group, we considered risk associated with account
balances and classes of transactions scoped for the Group audit to reduce to an acceptably low level, the risk of material misstatements in
account balances and the classes of transactions.
Based on that assessment, we focused our Group audit scope primarily on the audit work at the Company and six of the largest subsidiary
companies in the Group, which were subject to specified audit procedures where the extent of our testing was based on our assessment
of the risks of material misstatement and of the materiality of the Group’s operations in each of those entities. All other subsidiaries were
subject to Group-wide analytical review procedures.
FINANCIAL STATEMENTS
117
7. An overview of the scope of our audit continued
7.1. Identification and scoping of components continued
These seven entities represent the principal operating companies and account for 99.6% of the Group’s total assets, 99.7% of the Group’s net
assets, 95.2% of the Group’s revenue and 99.6% of the Group’s profit before tax. They were also selected to provide an appropriate basis for
undertaking audit work to address the risks of material misstatement identified above. Our audit work at the six subsidiaries was executed
at levels of component performance materiality which were lower than Group materiality and were capped at £5.0m for all components.
Company materiality is set out at section 6 above.
Audit work to respond to the risks of material misstatement identified was performed directly by the Group audit engagement team.
2%
98%
Net assets
Profit
before tax
5%
55%
Revenue
Audit of the entire financial
information
Specified audit procedures
Audit of the entire financial
information
Specified audit procedures
Audit of the entire financial
information
Specified audit procedures
Review at Group level
Review at Group level
Review at Group level
40%
5%
1%
94%
7.2. Our consideration of the control environment
In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial statements.
The Group continues to develop its assessment of the potential impacts of environmental, social and governance (“ESG”) related risks,
including climate change, as outlined on page 62. As a part of our audit, we have obtained Group management’s climate-related risk
assessment documentation and held discussions with the Group ESG Manager to understand the process of identifying climate-related
risks, the determination of mitigating actions and the impact on the Group’s financial statements. We also reviewed the financial statement
disclosures on the impact of climate-related risks (as disclosed on page 128) and evaluated whether the disclosure was appropriate.
We performed our own qualitative risk assessment of the potential impact of climate change on the Group’s account balances and
classes of transactions, including an assessment of how the potential impacts of climate change affect the financial statements, in
particular judgements and estimates made in the recognition and measurement of assets and liabilities and related disclosures. These risk
assessment procedures did not identify any additional risks of material misstatement.
Independent Auditor’s Report continued
FINANCIAL STATEMENTS
118 lawdebenture.com
8. Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor’s report
thereon. The directors are responsible for the other information contained within the annual report.
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.
9. 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 Group’s and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so.
10. 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered 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.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group’s remuner
ation
policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• results of our enquiries of management, the directors and the Audit and Risk Committee about their own identification and asses
sment of
the risks of irregularities, including those that are specific to the Group’s sector;
Independent Auditor’s Report continued
FINANCIAL STATEMENTS
119
Independent Auditor’s Report continued
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
continued
11.1. Identifying and assessing potential risks related to irregularities continued
• any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
o the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team and relevant internal specialists including tax, valuations, IT and pensions
specialist regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following areas:
• valuation and existence of quoted investments; and
• occurrence of independent professional service fees.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management
override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those
laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key
laws and regulations we considered in this context included the UK Companies Act, UK Listing Rules, pensions legislation, tax legislation and
matters regulated by the Financial Conduct Authority (“FCA”) (the Group’s lead regulator).
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included the Group’s
operating licence and regulatory solvency requirements.
11.2. Audit response to risks identified
As a result of performing the above, we identified (i) valuation and existence of quoted investments and (ii) occurrence of independent
professional services fees as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains the
matters in more detail and also describes the specific procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant
laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the Audit and Risk Committee and in-house legal counsel concerning actual and potential litigation and
claims;
• enquiring of management and the Audit and Risk Committee regarding their identification and assessment of risks of irregularities,
including those that are specific to the entity’s business sector;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due
to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC,
FCA and other regulators globally; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating
the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including
internal specialists and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
FINANCIAL STATEMENTS
120 lawdebenture.com
Independent Auditor’s Report continued
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
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 statemen
ts 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 Group and the Company and their environment obtained in the course of th
e
audit, we have not identified any material misstatements in the strategic report or the directors’ report.
13. 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 Group’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 and our knowledge obtained during the audit:
• 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 67;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period
is
appropriate set out on page 74;
• the directors
’ statement on fair, balanced and understandable set out on page 70;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 44-48;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems
set out on
pages 42-44; and
• the section describing the work of the Audit and Risk Committee
set out on page 80-83.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the Company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
FINANCIAL STATEMENTS
121
14. Matters on which we are required to report by exception continued
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been
made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit and Risk Committee, we were appointed by the Audit and Risk Committee on 1 October 2021 to
audit the financial statements for the year ending 31 December 2021 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm is five years, covering the years ending 31 December 2021 to 31
December 2025.
15.2. Consistency of the audit report with the additional report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to the Audit and Risk Committee we are required to provide in accordance with
ISAs(UK).
16. 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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial
statements will form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance
with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual Financial Report has been
prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
For and on behalf of Deloitte LLP
Statutory Auditor
Glasgow, United Kingdom
10 March 2026
Independent Auditor’s Report continued
FINANCIAL STATEMENTS
122 lawdebenture.com
Sara Leacroft
‘Sands of change’
122 lawdebenture.com
FINANCIAL STATEMENTS
123
Consolidated Statement of Profit or Loss
For the year ended 31 December 2025
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
2025 | 2024 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | |
UK dividends | |||||||
UK special dividends | |||||||
Overseas dividends | |||||||
Total dividends income | |||||||
Interest income | 5 | ||||||
Independent professional service fees | 6 | ||||||
Other Income | |||||||
Total income | |||||||
Net gain on investments held at fair value through P&L | 2 | ||||||
Total income and capital gains | |||||||
Cost of sales | ( | ( | ( | ( | |||
Goodwill impairment | 10 | ( | ( | ||||
Administrative expenses | 3 | ( | ( | ( | ( | ( | ( |
Operating profit | |||||||
Interest payable | 5 | ( | ( | ( | ( | ( | ( |
Profit before taxation | 6 | ||||||
Taxation | 7 | ( | ( | ( | ( | ||
Profit for the year | 6 | ||||||
Return per ordinary share (pence) | 9 | ||||||
Diluted return per ordinary share (pence) | 9 |
2025 | 2024 | ||||||
| GROUP | Revenue | Capital | Total | Revenue | Capital | Total | |
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | |
Profit for the period | |||||||
Foreign exchange (loss) on translation of foreign operations | ( | ( | ( | ( | ( | ( | |
Pension actuarial gains | 23 | ||||||
Taxation | 7 | ( | ( | ( | ( | ||
Other Comprehensive income/ (loss) for the year | ( | ( | ( | ||||
Total comprehensive income for the period |
FINANCIAL STATEMENTS
124 lawdebenture.com
Statement of Financial Position
As at 31 December 2025
GROUP | COMPANY | ||||||
| Restated* | Restated* | Restated* | Restated* | ||||
| Non current assets | 31 Dec 2025 | 31 Dec 2024 | 1 Jan 2024 | 31 Dec 2025 | 31 Dec 2024 | 1 Jan 2024 | |
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | |
Goodwill | 10 | – | – | – | |||
Property, plant and equipment | 11 | – | – | – | |||
Right-of-use assets | 22 | – | – | – | |||
Other intangible assets | 12 | 16 | 16 | 16 | |||
Investments held at fair value through profit or loss | 13 | 1,357,645 | 1,041,938 | 965,126 | |||
Investments in subsidiary undertakings | 13 | 61,071 | 61,176 | 61,368 | |||
Retirement benefit asset | 23 | – | – | ||||
Total non-current assets | 1,418,732 | 1,103,130 | 1,026,510 | ||||
| Current assets | |||||||
Trade and other receivables | 14 | 4,003 | 2,700 | 3,014 | |||
Contract assets | 14 | 246 | 4 | – | |||
Corporation tax receivable | – | – | – | ||||
Cash and cash equivalents | 15 | 26,047 | 26,453 | 12,382 | |||
Total current assets | 30,296 | 29,157 | 15,396 | ||||
Total assets | 1,449,028 | 1,132,287 | 1,041,906 | ||||
| Current liabilities | |||||||
| Amounts owed to subsidiary | |||||||
undertakings | 19 | 29,186 | 25,537 | 18,558 | |||
Trade and other payables | 16 | 1,909 | 1,182 | 1,020 | |||
Lease liability | 22 | – | – | – | |||
Corporation tax payable | – | – | – | ||||
Other taxation including social security | – | 25 | 839 | ||||
Contract liabilities | 16 | 11 | 10 | 8 | |||
Total current liabilities | 31,106 | 26,754 | 20,425 | ||||
| Non-current liabilities and deferred | |||||||
| income | |||||||
Borrowings | 20 | 174,313 | 124,295 | 124,343 | |||
Contract liabilities | 16 | – | – | – | |||
Deferred tax liability | 7 | – | – | – | |||
Lease Liability | 22 | – | – | – | |||
Total non-current liabilities | 174,313 | 124,295 | 124,343 | ||||
Total net assets | 1,243,609 | 981,238 | 897,138 | ||||
| Equity | |||||||
Called up share capital | 17 | 6,696 | 6,626 | 6,557 | |||
Share premium | 11,144 | 119,449 | 107,110 | ||||
Special Reserve (Non-Distributable) | 160 | – | – | ||||
Own shares | 17 | ( | ( | ( | – | – | – |
Capital redemption | 8 | 8 | 8 | ||||
Translation reserve | – | – | – | ||||
Capital reserves | 18 | 1,065,136 | 810,265 | 740,145 | |||
Retained earnings | 160,465 | 44,890 | 43,318 | ||||
Total equity | 1,243,609 | 981,238 | 897,138 | ||||
Total equity pence per share |
* Restated as per Note 29.
The Law Debenture Corporation p.l.c. registered number 00030397
FINANCIAL STATEMENTS
125
Consolidated Statement of Changes in Equity
As at 31 December 2025
| Special | |||||||||
| Group Statement of | Share | Share | Own | Reserve | Capital | Translation | Capital | Retained | |
| capital | premium | shares | (Not Dist.) | redemption | reserve | reserves | earnings | Total | |
| Changes in Equity | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
Balance at | ( | ||||||||
Profit for the period | |||||||||
Foreign exchange & other Actuarial gain on pension scheme | ( | ( | ( | ||||||
(net of tax) | |||||||||
| Total comprehensive profit | |||||||||
for the period | |||||||||
Issue of shares | ( | ||||||||
Dividends relating to 2024 | ( | ( | |||||||
Dividends relating to 2025 | ( | ( | |||||||
Transfer from share premium (note 26) | ( | ||||||||
Total equity at | ( |
| Special | |||||||||
| Group Statement of | Share | Share | Own | Reserve | Capital | Translation | Capital | Retained | |
| capital | premium | shares | (Not Dist.) | redemption | reserve | reserves | earnings | Total | |
| Changes in Equity | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
Balance at 1 January 2024 | ( | ||||||||
| Effect of accrued dividend restatement | |||||||||
(Note 29) | |||||||||
Balance at 1 January 2024 (Restated) | ( | ||||||||
Profit for the period | |||||||||
Deconsolidation of liquidated entities | ( | ||||||||
Foreign exchange & other Actuarial gain on pension scheme | ( | ( | ( | ||||||
(net of tax) | |||||||||
| Total comprehensive profit | |||||||||
for the period | |||||||||
Issue of shares | ( | ||||||||
Dividends relating to 2023 (Restated) | ( | ( | |||||||
Dividends relating to 2024 (Restated) | ( | ( | |||||||
Total equity at 31 December 2024 | ( |
Capital reserves comprise realised and unrealised gains and losses on investments held at fair value (see note 18).
Please refer to Note 8 for details of dividends paid.
Please refer to Note 29 for restatement of retained earnings.
FINANCIAL STATEMENTS
126 lawdebenture.com
Statement of Changes in Equity
As at 31 December 2025
Company Statement of Changes in Equity
Share
capital
£000
Share
premium
£000
Special
Reserve
(Not Dist.)
£000
Capital
redemption
£000
Capital
reserves
£000
Retained
earnings
£000
Total
£000
Balance at 1 January 2025 (Restated) 6,626 119,449 – 8 810,265 44,890 981,238
Profit for the period – – – – 255,211 42,296 297,507
Foreign exchange & other – – – – (340) (809) (1,149)
Total comprehensive profit for the period – – – – 254,871 41,487 296,358
Issue of shares 70 11,573 – – – – 11,643
Dividend relating to 2024 – – – – – (23,203) (23,203)
Dividends relating to 2025 – – – – – (22,427) (22,427)
Transfer from share premium (note 26) – (119,878) 160 – – 119,718 –
Total equity at 31 December 2025 6,696 11,144 160 8 1,065,136 160,465 1,243,609
Company Statement of Changes in Equity
(Restated)
Share
capital
£000
Share
premium
£000
Special
Reserve
(Not Dist.)
£000
Capital
redemption
£000
Capital
reserves
£000
Retained
earnings
£000
Total
£000
Balance at 1 January 2024 6,557 107,110 – 8 740,146 33,315 887,135
Effect of accrued dividend restatement (Note 29) – – – – – 10,003 10,003
Balance at 1 January 2024 (Restated) 6,557 107,110 – 8 740,146 43,318 897,138
Profit for the period – – – – 70,119 44,674 114,793
Foreign exchange & other – – – – – (95) (95)
Total comprehensive profit for the period – – – – 70,119 44,579 114,698
Issue of shares 69 12,339 – – – – 12,408
Dividend relating to 2023 (Restated) – – – – – (21,974) (21,974)
Dividends relating to 2024 (Restated) – – – – – (21,033) (21,033)
Total equity at 31 December 2024 6,626 119,449 – 8 810,265 44,890 981,238
Capital reserves comprise realised and unrealised gains and losses on investments held at fair value (see note 18).
Please refer to note 8 for details of dividends paid.
Please refer to note 29 for restatement of retained earnings.
FINANCIAL STATEMENTS
127
Cash Flow Statement
For the year ended 31 December 2025
GROUP | COMPANY | ||||
| 2025 | 2024 | 2025 | 2024 | ||
| Notes | £000 | £000 | £000 | £000 | |
Cash flows from operating activities | 28 | (6,640) | (6,319) | ||
Cash dividends received | 47,772 | 50,828 | |||
Interest received | 5 | 146 | – | ||
Taxation paid | ( | ( | – | – | |
Cash generated from operating activities | 41,278 | 44,509 | |||
| Investing activities | |||||
Acquisition of property, plant and equipment | 11 | ( | ( | – | – |
Expenditure on intangible assets | 12 | ( | ( | – | – |
Purchase of investments (less cost of acquisition) | 13 | ( | ( | (185,522) | (193,394) |
Sale of investments | 13 | 132,566 | 192,881 | ||
Interest received | 5 | - | 449 | ||
Cash flow from investing activities | ( | ( | (52,956) | (64) | |
| Financing activities | |||||
Interest paid | ( | ( | (7,240) | (6,652) | |
Dividends paid | 8 | ( | ( | (45,630) | (43,012) |
Payment of lease liabilities | 22 | ( | ( | – | – |
Proceeds from issuance of share capital | 11,643 | 12,408 | |||
Purchase of own shares | 17 | ( | ( | – | – |
Proceeds from new loans | 50,000 | – | |||
Movement in amounts owed to subsidiary undertakings | 2,501 | 6,977 | |||
Net cash flow from financing activities | ( | 11,274 | (30,279) | ||
Net increase/(decrease) in cash and cash equivalents | (404) | 14,166 | |||
Cash and cash equivalents at beginning of year | 26,453 | 12,382 | |||
Foreign exchange losses on cash and cash equivalents | ( | (2) | (95) | ||
Cash and cash equivalents at end of period | 26,047 26,453 |
128 lawdebenture.com
1. Summary of significant accounting policies
Country of incorporation | Registered number | |
Law Debenture Corporation (Deutschland) Limited | UK | 04019781 |
Law Debenture Governance Services Limited | UK | 07466833 |
LDC (NCS) Limited | UK | 07384180 |
Law Debenture Intermediary Corporation p.l.c. | UK | 01525148 |
Law Debenture Trustees Limited | UK | 00625705 |
Safecall Limited | UK | 03769031 |
L.D.C. Trust Management Limited | UK | 01234879 |
Pegasus Pensions p.l.c. | UK | 11429849 |
Law Debenture Corporate Services Limited | UK | 03388362 |
LDC (DANTC) Limited | UK | 14075632 |
Westminster Aviation Holdings Limited | UK | 13636676 |
Trimcomlee Limited | UK | 15985768 |
Notes to the Accounts
For the year end 31 December 2025
FINANCIAL STATEMENTS
129
Notes to the Accounts continued
For the year end 31 December 2025
1. Summary of significant accounting policies continued
Notes to the Accounts continued
For the year end 31 December 2025
130 lawdebenture.com
1. Summary of significant accounting policies continued
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
131
1. Summary of significant accounting policies continued
Revenue recognition continued
Notes to the Accounts continued
For the year end 31 December 2025
132 lawdebenture.com
1. Summary of significant accounting policies continued
Property, plant and equipment and right-of-use assets continued
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
133
1. Summary of significant accounting policies continued
Notes to the Accounts continued
For the year end 31 December 2025
134 lawdebenture.com
1. Summary of significant accounting policies continued
Financial instruments continued
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
135
1. Summary of significant accounting policies continued
Financial instruments continued
Notes to the Accounts continued
For the year end 31 December 2025
136 lawdebenture.com
1. Summary of significant accounting policies continued
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
137
1. Summary of significant accounting policies continued
Leases continued
Notes to the Accounts continued
For the year end 31 December 2025
138 lawdebenture.com
| 2025 | 2024 | |
| £000 | £000 | |
Realised gains based on historical cost | 41,474 | 31,010 |
Amounts recognised as unrealised in previous years | (17,313) | (1,868) |
Realised gains based on carrying value at previous year end date | 24,161 | 29,142 |
Unrealised gain/(loss) on investments | 238,489 | 47,159 |
Net capital gain/(loss) on investments | 262,650 | 76,301 |
| 2025 | 2024 | |
| £000 | £000 | |
| Administrative expenses include: | ||
Salaries and Directors’ fees | 26,301 | 24,508 |
Social security costs | 3,092 | 2,401 |
Other pension costs | 1,904 | 1,690 |
31,297 | 28,599 | |
Investment management fee | 740 | 634 |
Depreciation – property, plant and equipment | 633 | 566 |
Depreciation – right-of-use assets | 885 | 719 |
Amortisation – intangible assets | 1,107 | 1,046 |
Interest on lease liability | 210 | 254 |
Foreign exchange | 70 | 248 |
Auditors’ remuneration | 634 | 859 |
Other property costs | 1,076 | 1,027 |
IT infrastructure | 1,995 | 1,628 |
Non-recurring expenses (see APMs pages 167 to 170) | – | 1,036 |
Business development | 1,022 | 759 |
Professional fees | 3,131 | 1,785 |
Other expenses | 4,465 | 3,525 |
Administrative expenses | 47,265 | 42,685 |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
139
3. Administrative expenses continued
| 2025 | 2024 | |
| £000 | £000 | |
| Fees payable to the Group’s auditors for audit services | ||
– fees payable to the Group’s auditors for the audit of its financial statements | 349 | 389 |
– fees payable for the audit of the accounts for subsidiaries of the Company | 258 | 438 |
– audit related regulatory fees | 27 | 32 |
634 | 859 |
4. Remuneration of Directors (key management personnel)
The remuneration of the Directors, who are the key management personnel of the Group, comprises the following:
| 2025 | 2024 | |
| £000 | £000 | |
Short-term benefits including fees in respect of Directors | 1,513 | 1,347 |
Post-employment benefits | 58 | 56 |
Other long-term benefits | 630 | 476 |
2,201 | 1,879 |
Details for each individual Director are shown in the Remuneration report on pages 96 to 100.
| 2025 | 2024 | |
| £000 | £000 | |
| Interest Income | ||
Interest on bank deposits | 68 | 73 |
Returns on money market funds | 579 | 495 |
Other | 616 | 171 |
Total Group interest | 1,263 | 739 |
| Interest Payable | ||
Interest on long-term debt – revenue | (1,642) | (1,640) |
Interest on long-term debt – capital | (4,908) | (4,908) |
Other | (664) | – |
Total | (7,214) | (6,548) |
Net interest payable | (5,951) | (5,809) |
Notes to the Accounts continued
For the year end 31 December 2025
140 lawdebenture.com
Investment Portfolio | IPS | Total | ||||
| 2025 | 2024* | 2025 | 2024 | 2025 | 2024* | |
| Group Segmental Analysis | £000 | £000 | £000 | £000 | £000 | £000 |
| Revenue | ||||||
Dividend income | 40,284 | 34,701 | - | - | 40,284 | 34,701 |
| IPS Revenue: | ||||||
Corporate Services | – | – | 30,968 | 28,260 | 30,968 | 28,260 |
Corporate Trust | – | – | 18,984 | 16,524 | 18,984 | 16,524 |
Pensions | – | – | 16,747 | 16,875 | 16,747 | 16,875 |
Segment Income | 40,284 | 34,701 | 66,699 | 61,659 | 106,983 | 96,360 |
Other Income | 2,752 | 1,204 | – | – | 2,752 | 1,204 |
Cost of sales | (549) | (214) | (9,020) | (7,998) | (9,569) | (8,212) |
Administration costs (note 3) | (6,245) | (4,025) | (41,020) | (38,660) | (47,265) | (42,685) |
Profit before interest and tax | 36,242 | 31,666 | 16,659 | 15,001 | 52,901 | 46,667 |
Interest payable (net) (note 5) | (2,088) | (1,184) | 1,045 | 283 | (1,043) | (901) |
Profit before tax | 34,154 | 30,482 | 17,704 | 15,284 | 51,858 | 45,766 |
Income Tax | – | – | (2,399) | (1,897) | (2,399) | (1,897) |
Profit for the year | 34,154 | 30,482 | 15,305 | 13,387 | 49,459 | 43,869 |
| Revenue return per ordinary | ||||||
share (pence) | 25.73 | 23.26 | 11.53 | 10.22 | 37.26 | 33.48 |
Assets | 1,388,001 | 1,071,082 | 57,581 | 54,590 | 1,445,582 | 1,125,672 |
Liabilities | (216,443) | (165,632) | (27,064) | (28,669) | (243,507) | (194,301) |
Total net assets | 1,171,558 | 905,450 | 30,517 | 25,921 | 1,202,075 | 931,371 |
Adjusted profit before interest and tax | 36,242 | 31,666 | 16,659 | 16,037 | 52,901 | 47,703 |
Adjusted profit before tax | 34,154 | 30,482 | 17,704 | 16,320 | 51,858 | 46,802 |
Adjusted profit after tax | 34,154 | 30,482 | 15,305 | 14,423 | 49,459 | 44,905 |
Adjusted revenue return per share | 25.73 | 23.26 | 11.53 | 11.01 | 37.26 | 34.27 |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
141
6. Segment analysis continued
Investment Portfolio | Independent Professional Services | Total | ||||
| 31 December | 31 December | 31 December | 31 December | 31 December | 31 December | |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Other Information | ||||||
Capital expenditure | – | – | 492 | 912 | 492 | 912 |
Depreciation and amortisation | – | – | 1,740 | 1,584 | 1,740 | 1,584 |
Depreciation – right-of-use assets | – | – | 885 | 719 | 885 | 719 |
7. Taxation
| 2025 | 2024 | |
| £000 | £000 | |
| a) Analysis of the tax charge for the period ended 31 December 2025 | ||
UK corporation tax at 25% (2024: 25%) | 1,737 | 1,821 |
Foreign tax charge | 478 | 311 |
Adjustments in respect of prior periods | (593) | 634 |
Total current taxation for the period | 1,622 | 2,766 |
Deferred tax charge | (116) | (869) |
Adjustments in respect of prior periods | 893 | – |
Charge for the year | 2,399 | 1,897 |
b) Factors affecting tax charge for the period ended 31 December 2025
The tax assessed for the period ended 31 December 2025 is lower than the Company’s applicable rate of corporation tax for that year of 25%.
The factors affecting the tax charge for the period are as follows:
| 2025 | 2024 | |
| £000 | £000 | |
Profit for the period before tax | 307,069 | 98,848 |
| Net return before taxation multiplied by the Company’s applicable rate of corporation for the year of 25% | ||
(2024: 25%) | 76,767 | 24,712 |
| Effects of: | ||
| Permanent tax adjustments | ||
Higher rates of tax on foreign income | 193 | (113) |
Non-taxable capital (gains)/losses | (65,438) | (18,848) |
Income not subject to taxation | (10,199) | (9,033) |
Limit on Group relief for UK interest expense | 843 | 778 |
Expenses not deductible for tax purposes | 180 | 4,636 |
Prior year (over)/under provision in respect of prior periods | 300 | 634 |
Impact of share based payments | (234) | – |
Other timing differences | (13) | (869) |
Charge for the year | 2,399 | 1,897 |
Notes to the Accounts continued
For the year end 31 December 2025
142 lawdebenture.com
7. Taxation continued
| Deferred | |||||
| Accelerated tax | Retirement | compensation | Other timing | ||
| depreciation | benefit obligation | schemes | differences | Total | |
| c) Deferred taxation liability | £000 | £000 | £000 | £000 | £000 |
At 1 January 2024 | 332 | (2,120) | – | – | (1,788) |
Credit/(charge) to profit or loss | – | (499) | – | 869 | 370 |
At 1 January 2025 | 332 | (2,619) | – | 869 | (1,418) |
Prior year adjustment to profit or loss | (653) | 44 | 586 | (869) | (892) |
Prior year adjustment to other comprehensive income | – | – | 151 | – | 151 |
Credit/(charge) to profit or loss | 233 | (43) | (74) | – | 116 |
Credit/(charge) to other comprehensive income | – | (514) | (15) | – | (529) |
At 31 December 2025 | (88) | (3,132) | 648 | – | (2,572) |
| Due to the Company’s status as an investment trust and the intention to continue to meet the conditions required to retain that status, the |
| Company has not provided tax on any capital gains arising on capital gains or losses arising on the revaluation of investments. |
8. Dividends on ordinary shares
| Restated | |||
| 2025 | 2024* | ||
| £000 | £000 | ||
| Dividends on ordinary shares paid in the year comprise the following: | |||
2024 third I nterim 1 8p (2023: 7.625p) | 10,607 | 10,003 | |
2024 | Final 1 9.5p (2024: 9.125p) | 12,596 | 11,971 |
Sub-total | 23,203 | 21,974 | |
| Dividends on ordinary shares paid in the year comprise the following: | |||
2025 first Interim 2 8.375p | (2024: 8p) | 11,212 | 10,493 |
2025 second Interim 2 8.375p | (2024: 8p) | 11,215 | 10, 540 |
Sub-total | 22,427 | 21,033 | |
Total for year | 45,630 | 43,007 | |
*
Restated as per Note 29
1
2024 interim and final dividends were paid in January 2025 and April 2025.
2
2025 interim dividends were paid in July 2025 and October 2025.
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
143
8. Dividends on ordinary shares continued
| 2025 | 2024 | ||
| £000 | £000 | ||
| Dividends on ordinary shares comprise the following: | |||
2025 | Interim 1 8.375p (2024: 8p) | 11,212 | 10,493 |
2025 | Interim 1 8.375p (2024: 8p) | 11,215 | 10,540 |
2025 | Interim 1 8.375p (2024: 8p) | 11,216 | 10,607 |
2025 | Final 2 | 13,894 | 12,596 |
Total for year | 47,537 | 44,236 |
9. Net asset value/return per share
NAV per share is calculated based on 133,182,166 (2024: 131,888,540) shares, being the total number of shares in issue of 133,921,079
(2024: £132,594,209), less 738,913 (2024: 705,669) shares, acquired by the ESOT in the open Market.
The net asset value of £1,440,357,000 (2024: £1,150,512,000) comprises the NAV per the balance sheet of £1,202,075,000 (2024: £931,171,000) plus
the fair value adjustment to for the IPS business of £202,525,000 (2024: 187,395,000) plus the fair value adjustment for the debt of £46,972,000
(2024: £42,353,000) less the unpaid third interim dividend of 11,216,000 (2024: 10,607,000) paid in January 2026.
Revenue return per share is based on profits attributable of £49,459,000 (2024: £43,869,000).
Capital gain per share is based on capital gain for the year of £255,211,000 (2024: gain £53,082,000).
Total return per share is based on gain for the year of £304,670,000 (2024: gain £96,951,000).
The calculations of returns per share are based on 132,726,387 (2024: 131,022,927) shares, being the weighted average number of shares
in issue during the year after adjusting for shares owned by the ESOT. In 2025, total revenue and capital diluted returns per share were
calculated using 132,755,544 shares (2024: 131,045,193 shares), being the diluted weighted average number of shares in issue assuming
exercise of options at less than fair value. There were 22,566 (2024: 22,465) antidilutive shares.
| 2025 | 2024 | |
| £000 | £000 | |
| Cost | ||
At 1 January | 19,472 | 19,457 |
Additions | – | – |
Foreign Exchange | (73) | 15 |
At 31 December | 19,399 | 19,472 |
| Provision for impairment | ||
At 1 January | 17,496 | 451 |
Impairment | – | 17,037 |
Foreign Exchange | (34) | 8 |
At 31 December | 17,462 | 17,496 |
| Net book value | ||
Net book value at 31 December | 1,937 | 1,976 |
Notes to the Accounts continued
For the year end 31 December 2025
144 lawdebenture.com
| Balance at | |||
| Balance at | Movements in | 31 December | |
| 1 January 2025 | exchange rates | 2025 | |
| GROUP | £000 | £000 | £000 |
CGU Safecall | 1,419 | – | 1,419 |
CGU Delaware Corporate Services (DCS) | 557 | (39) | 518 |
Total | 1,976 | (39) | 1,937 |
| Short-term | Short-term | Terminal growth | Terminal growth | |||
| growth rates | growth rates | rates | rates | |||
| Discount Rate | Discount Rate | 2025 | 2024 | 2025 | 2024 | |
| GROUP | 2025 | 2024 | % | % | % | % |
Safecall | 11.9 | 12.8 | 8.0 | 8.0 | 2.0 | 2.0 |
Delaware Corporate Services (DCS) | 11.9 | 12.8 | 8.0 | 8.0 | 2.0 | 2.0 |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
145
11. Property, plant and equipment
2025 | 2024 | |||||
| Office | Furniture and | Office | Furniture and | |||
| improvements | equipment | Total | improvements | equipment | Total | |
| GROUP | £000 | £000 | £000 | £000 | £000 | £000 |
| Cost | ||||||
At 1 January | 99 | 3,523 | 3,622 | 99 | 3,325 | 3,424 |
Additions at cost | – | 155 | 155 | – | 268 | 268 |
Disposals at cost | – | – | – | – | (68) | (68) |
Foreign exchange | – | (1) | (1) | – | (2) | (2) |
At 31 December | 99 | 3,677 | 3,776 | 99 | 3,523 | 3,622 |
| Accumulated depreciation | ||||||
At 1 January | 75 | 1,589 | 1,664 | 49 | 1,108 | 1,157 |
Charge | 24 | 609 | 633 | 26 | 540 | 566 |
Disposals at cost | – | – | – | – | (68) | (68) |
Foreign exchange | – | (1) | (1) | – | 9 | 9 |
At 31 December | 99 | 2,197 | 2,296 | 75 | 1,589 | 1,664 |
| Net book value | ||||||
Net book value at 31 December | – | 1,480 | 1,480 | 24 | 1,934 | 1,958 |
The Company holds no property, plant and equipment.
2025 | 2024 | |||||||
| Computer | IT project | Customer | Intangible | Computer | IT project | Customer | Intangible | |
| software | costs | relationships | total | software | costs | relationships | total | |
| GROUP | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
| Cost | ||||||||
At 1 January | 424 | 2,370 | 2,979 | 5,773 | 1,220 | 2,001 | 2,979 | 6,200 |
Additions at cost | 56 | 281 | – | 337 | 275 | 369 | – | 644 |
Disposals at cost | (3) | (442) | – | (445) | (1,071) | – | – | (1,071) |
At 31 December | 477 | 2,209 | 2,979 | 5,665 | 424 | 2,370 | 2,979 | 5,773 |
| Accumulated depreciation | ||||||||
At 1 January | 169 | 1,523 | 1,450 | 3,142 | 1,152 | 934 | 1,080 | 3,166 |
Charge | 126 | 611 | 370 | 1,107 | 87 | 589 | 370 | 1,046 |
Disposals at cost | (3) | (412) | – | (415) | (1,070) | – | – | (1,070) |
At 31 December | 292 | 1,722 | 1,820 | 3,834 | 169 | 1,523 | 1,450 | 3,142 |
| Net Book value | ||||||||
Net book value at 31 December | 185 | 487 | 1,159 | 1,831 | 255 | 847 | 1,529 | 2,631 |
FINANCIAL STATEMENTS
146 lawdebenture.com
Notes to the Accounts continued
For the year end 31 December 2025
2025 | 2024 | |||||
| Listed | Unlisted | Total | Listed | Unlisted | Total | |
| GROUP | £000 | £000 | £000 | £000 | £000 | £000 |
Opening cost at 1 January | 930,550 | 9,711 | 940,261 | 899,027 | 9,711 | 908,738 |
Gains at 1 January | 106,622 | (4,844) | 101,778 | 60,060 | (3,572) | 56,488 |
Opening fair value at 1 January | 1,037,172 | 4,867 | 1,042,039 | 959,087 | 6,139 | 965,226 |
Purchases at cost | 186,353 | – | 186,353 | 194,185 | – | 194,185 |
Cost of acquisition | (831) | – | (831) | (791) | – | (791) |
Sales – proceeds | (132,566) | – | (132,566) | (192,881) | – | (192,881) |
– realised gains on sales | 41,474 | – | 41,474 | 31,010 | – | 31,010 |
Gains/(losses) in the income statement | 221,043 | 133 | 221,176 | 46,562 | (1,272) | 45,290 |
Closing fair value at 31 December | 1,352,645 | 5,000 | 1,357,645 | 1,037,172 | 4,867 | 1,042,039 |
Closing cost at 31 December | 1,024,980 | 9,711 | 1,034,691 | 930,550 | 9,711 | 940,261 |
Gains/(losses) | 327,665 | (4,711) | 322,954 | 106,622 | (4,844) | 101,778 |
Closing fair value at 31 December | 1,352,645 | 5,000 | 1,357,645 | 1,037,172 | 4,867 | 1,042,039 |
2025 | 2024 | |||||
| Listed | Unlisted | Total | Listed | Unlisted | Total | |
| COMPANY | £000 | £000 | £000 | £000 | £000 | £000 |
Opening cost at 1 January | 930,550 | 9,611 | 940,161 | 899,027 | 9,611 | 908,638 |
Gains at 1 January | 106,622 | (4,845) | 101,777 | 60,060 | (3,572) | 56,488 |
Opening fair value at 1 January | 1,037,172 | 4,766 | 1,041,938 | 959,087 | 6,039 | 965,126 |
Purchases at cost | 186,353 | – | 186,353 | 194,185 | – | 194,185 |
Cost of acquisition | (831) | – | (831) | (791) | – | (791) |
Sales – proceeds | (132,566) | – | (132,566) | (192,881) | – | (192,881) |
– realised gains/(losses) on sales | 41,474 | – | 41,474 | 31,010 | – | 31,010 |
Gains/(losses) in the income statement | 221,043 | 234 | 221,277 | 46,562 | (1,273) | 45,289 |
Closing fair value at 31 December | 1,352,645 | 5,000 | 1,357,645 | 1,037,172 | 4,766 | 1,041,938 |
Closing cost at 31 December | 1,024,980 | 9,711 | 1,034,691 | 930,550 | 9,611 | 940,161 |
Gains/(losses) | 327,665 | (4,711) | 322,954 | 106,622 | (4,845) | 101,777 |
Closing fair value at 31 December | 1,352,645 | 5,000 | 1,357,645 | 1,037,172 | 4,766 | 1,041,938 |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
147
Notes to the Accounts continued
For the year end 31 December 2025
13. Investments continued
| 2025 | 2024 | |
| £000 | £000 | |
| Cost | ||
At 1 January | 61,176 | 61,368 |
Revaluations in year | (105) | (192) |
At 31 December | 61,071 | 61,176 |
| 2025 | 2024 | |
| Fair valuation of the IPS | £000 | £000 |
EBITDA at a multiple of 10.7x (2024: 10.7x) | 208,665 | 194,505 |
Surplus net assets | 24,376 | 18,811 |
At 31 December | 233,041 | 213,316 |
Notes to the Accounts continued
For the year end 31 December 2025
148 lawdebenture.com
13. Investments continued
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
149
Notes to the Accounts continued
For the year end 31 December 2025
13. Investments continued
14. Contract assets, trade and other receivables
The Directors consider that the carrying value approximates to the fair value.
The average credit period on sales of goods is 80 days. No interest is charged on outstanding trade receivables.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade
receivables. To measure expected credit losses trade receivables are grouped based on similar risk characteristics and ageing.
An expected credit loss (ECL) is recognised against contract assets only when it is considered to be material and there is evidence that the
credit worthiness of a counterparty may render balances irrecoverable. Refer to note 19 for further details on IFRS 9 expected credit losses.
Contract assets arise from the Group’s IPS business which enters into contracts that can take more than one year to complete.
GROUP | COMPANY | |||
| 2025 | 2024 | 2025 | 2024 | |
| Contract assets: Current | £000 | £000 | £000 | £000 |
Amounts included in contract assets that were recognised as revenue | 7,239 | 6,659 | 246 | 4 |
| 2025 | 2024 | 2025 | 2024 | |
| Trade and other receivables: Current | £000 | £000 | £000 | £000 |
Trade receivables | 8,590 | 13,730 | 6 | 46 |
Other receivables | 737 | 286 | 183 | 332 |
Portfolio dividends receivable | 3,727 | 2,210 | 3,512 | 2,210 |
Prepayments | 1,593 | 1,532 | 302 | 112 |
14,647 | 17,758 | 4,003 | 2,700 |
GROUP | COMPANY | |||
| 2025 | 2024 | 2025 | 2024 | |
| £000 | £000 | £000 | £000 | |
Cash at bank | 32,372 | 37,573 | 26,047 | 26,453 |
Short-term deposits | 11,403 | 781 | – | – |
43,775 | 38,354 | 26,047 | 26,453 |
Notes to the Accounts continued
For the year end 31 December 2025
150 lawdebenture.com
GROUP | COMPANY | |||
| 2025 | 2024 | 2025 | 2024 | |
| Contract liabilities: Current | £000 | £000 | £000 | £000 |
Deferred Income | 7,696 | 8,996 | 11 | 10 |
| 2025 | 2024 | 2025 | 2024 | |
| Contract liabilities: Non-current | £000 | £000 | £000 | £000 |
Deferred Income | 3,481 | 1,866 | – | – |
GROUP | COMPANY | |||
| 2025 | 2024 (restated) | 2025 | 2024 (restated) | |
| Trade and other payables: Current | £000 | £000 | £000 | £000 |
Trade payables | 463 | 680 | 56 | 3 |
Dividends payable (see Note 29) | – | – | – | – |
Other payables and accruals | 9,323 | 7,702 | 1,853 | 1,179 |
9,786 | 8,382 | 1,909 | 1,182 |
| 2025 | 2024 | |
| Allotted, issued and fully paid share capital – GROUP AND COMPANY | £000 | £000 |
| Value (Ordinary shares of 5p each) | ||
As at 1 January | 6,626 | 6,557 |
Issued in year | 70 | 69 |
At 31 December | 6,696 | 6,626 |
| Shares (Ordinary shares of 5p each) | Number | Number |
As at 1 January | 132,594,209 | 131,191,892 |
Issued in year | 1,326,870 | 1,402,317 |
As at 31 December | 133,921,079 | 132,594,209 |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
151
17. Share capital continued
| 2025 | 2024 | |
| Own shares held – GROUP | £000 | £000 |
At 1 January | 5,156 | 3,926 |
Purchase of shares | 614 | 1,230 |
At 31 December | 5,770 | 5,156 |
2025 | 2024 | |||||
| Unrealised | Realised | Unrealised | Realised | |||
| appreciation | reserves | Total | appreciation | reserves | Total | |
| GROUP | £000 | £000 | £000 | £000 | £000 | £000 |
At 1 January | 88,684 | 654,133 | 742,817 | 44,200 | 650,076 | 694,276 |
Transfer on disposal of investments | (17,313) | 17,313 | – | (1,868) | 1,868 | – |
Net gains on investments | 238,489 | 24,161 | 262,650 | 47,159 | 29,142 | 76,301 |
Cost of acquisitions | (831) | – | (831) | (791) | – | (791) |
Deconsolidation of liquidated entities | – | – | – | – | (4,538) | (4,538) |
Foreign exchange | (135) | – | (135) | (16) | – | (16) |
Transfers to revenue | – | (1,631) | (1,631) | – | (470) | (470) |
Goodwill Impairment | – | – | – | – | (17,037) | (17,037) |
Other capital movements | – | (4,908) | (4,908) | – | (4,908) | (4,908) |
At 31 December | 308,894 | 689,068 | 997,962 | 88,684 | 654,133 | 742,817 |
2025 | 2024 | |||||
| Unrealised | Realised | Unrealised | Realised | |||
| appreciation | reserves | Total | appreciation | reserves | Total | |
| COMPANY | £000 | £000 | £000 | £000 | £000 | £000 |
At 1 January | 81,968 | 728,297 | 810,265 | 37,481 | 702,665 | 740,146 |
Transfer on disposal of investments | (17,313) | 17,313 | – | (1,868) | 1,868 | – |
Net gains on investments | 238,489 | 24,161 | 262,650 | 47,159 | 29,142 | 76,301 |
Cost of acquisitions | (831) | – | (831) | (791) | – | (791) |
Foreign exchange | (409) | – | (409) | (13) | – | (13) |
Transfers to revenue | – | (1,631) | (1,631) | – | (470) | (470) |
Dividends paid from capital | – | – | – | – | – | – |
Other capital movements | – | (4,908) | (4,908) | – | (4,908) | (4,908) |
At 31 December | 301,904 | 763,232 | 1,065,136 | 81,968 | 728,297 | 810,265 |
19. Financial instruments
The Group’s investment objective is to achieve long-term capital growth through investing in a diverse portfolio of investments. In pursuit of
this objective, the Group has the power to deploy the following financial instruments:
• Quoted equities, unlisted equities and fixed interest securities
• Cash and short-term investments and deposits
Notes to the Accounts continued
For the year end 31 December 2025
152 lawdebenture.com
19. Financial instruments continued
| Restated | ||
| 2025 | 2024 | |
| GROUP | £000 | £000 |
| Assets | ||
| Financial assets held at fair value through profit or loss: | ||
Equity investments | 1,357,645 | 1,042,039 |
| Financial assets held at amortised cost | ||
Trade and other receivables | 14,647 | 17,758 |
Cash and cash equivalents | 43,775 | 38,354 |
58,422 | 56,112 | |
Total financial assets | 1,416,067 | 1,098,151 |
| Liabilities | ||
| Financial liabilities measured at amortised cost | ||
Trade and other payables | 9,786 | 8,382 |
Borrowings | 213,918 | 163,868 |
Lease liability | 4,238 | 5,208 |
Total financial liabilities | 227,942 | 177,458 |
| Restated | ||
| 2025 | 2024 | |
| COMPANY | £000 | £000 |
| Assets | ||
| Financial assets held at fair value through profit or loss: | ||
Equity investments | 1,357,645 | 1,041,938 |
| Financial assets held at amortised cost | ||
Trade and other receivables | 4,003 | 2,700 |
Cash and cash equivalents | 26,047 | 26,453 |
30,050 | 29,153 | |
Total financial assets | 1,387,695 | 1,071,091 |
| Liabilities | ||
| Financial liabilities measured at amortised cost | ||
Amounts owed to subsidiary undertakings | 29,186 | 25,537 |
Trade and other payables | 1,909 | 1,182 |
Borrowings | 174,313 | 124,295 |
Total financial liabilities | 205,408 | 151,014 |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
153
19. Financial instruments continued
2025 | 2024 | |||||
| Net monetary | Total currency | Net monetary | Total currency | |||
| Investments | assets | exposure | Investments | assets | exposure | |
| GROUP | £000 | £000 | £000 | £000 | £000 | £000 |
US Dollar | 48,461 | 2,848 | 51,309 | 41,391 | 4,101 | 45,492 |
Canadian Dollar | 6,334 | 1 | 6,335 | 6,329 | – | 6,329 |
Euro | 49,769 | 321 | 50,090 | 44,247 | 410 | 44,657 |
Danish Krone | – | – | – | 4,935 | – | 4,935 |
Swiss Franc | 9,386 | – | 9,386 | 5,268 | – | 5,268 |
Hong Kong Dollar | – | 317 | 317 | – | 311 | 311 |
Japanese Yen | 13,111 | – | 13,111 | 13,190 | – | 13,190 |
South African Rand | 3,553 | – | 3,553 | – | – | – |
Total | 130,614 | 3,487 | 134,101 | 115,360 | 4,822 | 120,182 |
2025 | 2024 | |||||
| Net monetary | Total currency | Net monetary | Total currency | |||
| Investments | assets | exposure | Investments | assets | exposure | |
| COMPANY | £000 | £000 | £000 | £000 | £000 | £000 |
US Dollar | 48,461 | – | 48,461 | 41,391 | – | 41,391 |
Canadian Dollar | 6,334 | – | 6,334 | 6,329 | – | 6,329 |
Euro | 49,769 | – | 49,769 | 44,247 | – | 44,247 |
Danish Krone | – | – | – | 4,935 | – | 4,935 |
Swiss Franc | 9,386 | – | 9,386 | 5,268 | – | 5,268 |
Hong Kong Dollar | – | – | – | – | – | – |
Japanese Yen | 13,111 | – | 13,111 | 13,190 | – | 13,190 |
South African Rand | 3,553 | – | 3,553 | – | – | – |
Total | 130,614 | – | 130,614 | 115,360 | – | 115,360 |
Notes to the Accounts continued
For the year end 31 December 2025
154 lawdebenture.com
19. Financial instruments continued
| 2025 | ||||||||
GROUP | COMPANY | |||||||
| Sterling | HK Dollars | US Dollars | Euro | AU Dollars | Sterling | US Dollars | Euros | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Floating rate assets | 40,223 | 358 | 2,848 | 321 | 25 | 26,047 | – | – |
| 2024 | ||||||||
GROUP | COMPANY | |||||||
| Sterling | HK Dollars | US Dollars | Euro | AU Dollars | Sterling | US Dollars | Euros | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Floating rate assets | 33,484 | 311 | 4,101 | 410 | – | 26,453 | – | – |
GROUP | COMPANY | |||
| 2025 | 2024 | 2025 | 2024 | |
| Sterling | Sterling | Sterling | Sterling | |
| £m | £m | £m | £m | |
Fixed rate liabilities | 163,919 | 163,868 | 124,313 | 124,295 |
Weighted average fixed rate for the year | 3.96% | 3.96% | 3.27% | 3.27% |
GROUP | COMPANY | |||
| 2025 | 2024 | 2025 | 2024 | |
| Sterling | Sterling | Sterling | Sterling | |
| £m | £m | £m | £m | |
Floating rate liabilities | 50,000 | – | 50,000 | – |
Weighted average fixed rate for the year | 5.13% | – | 5.13% | – |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
155
19. Financial instruments continued
2025 | 2024 | |||||||
| Interest | Interest | Interest | Interest | Interest | Interest | Interest | Interest | |
| payable | payable | payable | payable | payable | payable | payable | payable | |
| GROUP | < 1 year | 1 - 5 years | 5 - 10 years | > 10 years | < 1 year | 1 - 5 years | 5 - 10 years | > 10 years |
| Instrument | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
SONIA + 1.4% unsecured term loan 2028 | 2,565 | 5,130 | – | – | – | – | – | – |
6.125% guaranteed secured bonds 2034 | 2,450 | 9,800 | 9,800 | – | 2,450 | 9,800 | 12,250 | – |
3.77% secured senior notes 2045 | 2,828 | 11,310 | 14,138 | 28,275 | 2,828 | 11,310 | 14,138 | 31,103 |
2.54% secured senior notes 2041 | 508 | 2,032 | 2,540 | 3,048 | 508 | 2,032 | 2,540 | 3,556 |
2.53% secured senior notes 2050 | 759 | 3,036 | 3,795 | 11,385 | 759 | 3,036 | 3,795 | 12,144 |
Lease liabilities: undiscounted cash flows | 1,106 | 3,698 | – | – | 1,242 | 4,033 | 771 | – |
Total Group | 10,216 | 35,006 | 30,273 | 42,708 | 7,787 | 30,211 | 33,494 | 46,803 |
2025 | 2024 | |||||||
| Interest | Interest | Interest | Interest | Interest | Interest | Interest | Interest | |
| payable | payable | payable | payable | payable | payable | payable | payable | |
| COMPANY | < 1 year | 1 - 5 years | 5 - 10 years | > 10 years | < 1 year | 1 - 5 years | 5 - 10 years | > 10 years |
| Instrument | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
SONIA + 1.4% unsecured term loan 2028 | 2,565 | 5,130 | – | – | – | – | – | – |
3.77% secured senior notes 2045 | 2,828 | 11,310 | 14,138 | 28,275 | 2,828 | 11,310 | 14,138 | 31,103 |
2.54% secured senior notes 2041 | 508 | 2,032 | 2,540 | 3,048 | 508 | 2,032 | 2,540 | 3,556 |
2.53% secured senior notes 2050 | 759 | 3,036 | 3,795 | 11,385 | 759 | 3,036 | 3,795 | 12,144 |
Total Company | 6,660 | 21,508 | 20,473 | 42,708 | 4,095 | 16,378 | 20,473 | 46,803 |
Notes to the Accounts continued
For the year end 31 December 2025
156 lawdebenture.com
19. Financial instruments continued
GROUP | COMPANY | |||
| 2025 | 2024 | 2025 | 2024 | |
| £000 | £000 | £000 | £000 | |
Between 31 and 60 days | 1,055 | 2,474 | – | – |
Between 61 and 90 days | 561 | 2,476 | – | – |
More than 91 days | 2,167 | 5,125 | 3 | 36 |
Total | 3,783 | 10,075 | 3 | 36 |
| 1 - 30 days | 31 - 60 days | 61 - 90 days | 91+ days | |||
| Current | overdue | overdue | overdue | overdue | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| 31 December 2025 | ||||||
Expected loss rate | 1.01% | 1.52% | 1.03% | 1.04% | 3.02% | 1.50% |
Gross carrying amount | 4,952 | 1,533 | 1,055 | 561 | 2,064 | 10,165 |
Credit loss provision | (50) | (23) | (11) | (6) | (62) | (152) |
Specific provision | – | – | – | – | (1,423) | (1,423) |
Net carrying amount | 4,902 | 1,510 | 1,044 | 555 | 579 | 8,590 |
| 1 - 30 days | 31 - 60 days | 61 - 90 days | 91+ days | |||
| Current | overdue | overdue | overdue | overdue | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| 31 December 2024 | ||||||
Expected loss rate | 2.94% | 3.10% | 3.42% | 3.48% | 4.35% | 3.60% |
Gross carrying amount | 1,541 | 4,089 | 2,474 | 2,476 | 5,125 | 15,705 |
Credit loss provision | (45) | (127) | (85) | (86) | (223) | (566) |
Specific provision | – | – | – | – | (1,409) | (1,409) |
Net carrying amount | 1,496 | 3,962 | 2,389 | 2,390 | 3,493 | 13,730 |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
157
19. Financial instruments continued
GROUP | COMPANY | |||
| Restated | Restated | |||
| 2025 | 2024 | 2025 | 2024 | |
| Trade and other payables | £000 | £000 | £000 | £000 |
Due in less than one month | 9,786 | 8,382 | 1,909 | 1,182 |
Due in more than one month and less than three months | – | – | – | – |
Total | 9,786 | 8,382 | 1,909 | 1,182 |
| Borrowings are repayable as follows: | ||||
GROUP | COMPANY | |||
| 2025 | 2024 | 2025 | 2024 | |
| £000 | £000 | £000 | £000 | |
SONIA + 1.4% unsecured term loan 2028 (£50m) | 50,000 | – | 50,000 | – |
6.125% guaranteed secured bonds 2034 (£40m) | 39,605 | 39,573 | – | – |
3.77% secured senior notes 2045 (£75m) | 74,438 | 74,420 | 74,438 | 74,420 |
2.54% secured senior notes 2041 (£20m) | 19,904 | 19,904 | 19,904 | 19,904 |
2.53% secured senior notes 2050 (£30m) | 29,971 | 29,971 | 29,971 | 29,971 |
Amounts owed to subsidiary undertakings | – | – | 29,186 | 25,537 |
Total | 213,918 | 163,868 | 203,499 | 149,832 |
Notes to the Accounts continued
For the year end 31 December 2025
158 lawdebenture.com
20. Borrowings continued
22. Leases
Management estimate that the fair value of the Group’s lease obligations approximates their carrying amount.
There are no material future cash flows relating to leases in place as at 31 December 2025 that are not reflected in the minimum lease
payments disclosed below and the Group does not have any leases to which it is contracted but which are not yet reflected in the minimum
lease payments. There are no restrictions nor covenants imposed by any leases to which the Group has entered into. The Group does not
have any leases where payments are variable.
In line with IFRS16 short-term lease exemption, no lease liability is recognised in respect of leases which have a lease term of less than twelve
months in duration at the point of entering into the lease or where the purchase price of the underlying right-of-use asset is less than £5,000.
Where relevant, the total value of these is immaterial.
The total cash outflow for leases in the year was £1,256,000 (2024: £1,295,000), this is presented in the Consolidated Cash Flow Statement
relating to the principal element of the lease liability payments.
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
159
22. Leases continued
| GROUP | ||||
Office building leases | Total right-of-use assets | |||
| 2025 | 2024 | 2025 | 2024 | |
| £000 | £000 | £000 | £000 | |
| Cost | ||||
Opening balance at 1 January | 3,822 | 4,131 | 3,822 | 4,131 |
Leases signed in year | 138 | – | 138 | – |
Lease extension | 158 | 389 | 158 | 389 |
Depreciation | (885) | (719) | (885) | (719) |
Foreign exchange difference | – | 21 | – | 21 |
| Net book value | ||||
At 31 December | 3,233 | 3,822 | 3,233 | 3,822 |
| 2025 | 2024 | |
| £000 | £000 | |
| Amounts recognised in profit and loss | ||
Depreciation expense on right-of-use assets | 885 | 719 |
Interest expense on lease liabilities | 210 | 254 |
1,095 | 973 |
| 2025 | 2024 | |
| £000 | £000 | |
Current | 708 | 1,018 |
Non-current | 3,530 | 4,190 |
Total lease liability | 4,238 | 5,208 |
| 2025 | 2024 | |
| Amounts payable under leases | £000 | £000 |
Within one year | 1,106 | 1,242 |
Between one and five years | 3,698 | 4,033 |
After five years | – | 771 |
4,804 | 6,046 | |
Less: future finance charges | (566) | (838) |
Present value of lease obligations | 4,238 | 5,208 |
Less: amounts due for settlement within one year (shown within current liabilities) | (708) | (1,018) |
Amounts due for settlement after one year (shown within non current liabilities) | 3,530 | 4,190 |
Notes to the Accounts continued
For the year end 31 December 2025
160 lawdebenture.com
| Significant actuarial assumptions: | 2025 | 2024 | ||
Retail Price Inflation | 2.8% | 3.2% | ||
Consumer Price Inflation* | RPI at 1.0% p.a. to | RPI at 1.0% p.a. | ||
2030. | RPI reduce | to 2030. | RPI reduce | |
| to low levels p.a. | to low levels p.a. | |||
| thereafter | thereafter | |||
CPI single equivalent rate | 2.4% | 2.7% | ||
Discount rate | 5.5% | 5.4% | ||
National Average Earnings (‘NAE’) increase rate | 4.1% | 4.4% | ||
| Pension increases in payment: | ||||
RPI, max 2.5% p.a. | 2.0% | 2.1% | ||
RPI, max 5.0% p.a. | 2.7% | 3.1% | ||
CPI, max 3.0% p.a. | 2.0% | 2.2% |
| 2025 | 2024 | |
| years | years | |
Life expectancy of male/female aged 65 in 2025 | 87.8/90.1 | 87.5/90.0 |
Life expectancy of male/female aged 45 in 2025 | 89.1/91.5 | 88.7/91.3 |
| 2025 | 2024 | |
| The amounts recognised in the income statement are as follows: | £000 | £000 |
Administration expenses | 222 | – |
Interest cost | 1,811 | 1,716 |
Interest income | (2,371) | (2,053) |
Total charge (credit) to profit and loss account | (338) | (337) |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
161
23. Pension commitments continued
| 2025 | 2024 | |
| Analysis of the amount charged to other comprehensive income | £000 | £000 |
Actual return less interest income | 1,143 | (1,006) |
Actuarial gains/(losses) – change in financial assumptions | 1,458 | 3,259 |
Actuarial gains/(losses) – change in demographic assumptions | (500) | 790 |
Actuarial gains/(losses) – experience | (383) | (305) |
Total amount charged to other comprehensive income (loss) | 1,718 | 2,738 |
2025 | 2024 | |||
| The current allocation of plan assets is as follows: | Allocation % | £000 | Allocation % | £000 |
Equities | (18.5%) | 8,535 | (17.3%) | 7,834 |
Corporate bonds | (24.1%) | 11,112 | (31.0%) | 14,013 |
LDI | (28.5%) | 13,157 | (18.5%) | 8,340 |
Pensioner annuities | (0.9%) | 428 | (1.0%) | 465 |
Infrastructure | (16.1%) | 7,424 | (16.0%) | 7,220 |
Cash/other | (5.7%) | 2,622 | (14.8%) | 6,690 |
Bonds | (4.9%) | 2,268 | – | – |
NCA | (1.3%) | 581 | (1.4%) | 632 |
Total | (100%) | 46,127 | (100%) | 45,194 |
| 2025 | 2024 | |
| Movement in present value of defined benefit obligation | £000 | £000 |
Opening defined benefit obligation at 1 January | 34,719 | 38,700 |
Interest cost | 1,811 | 1,716 |
Benefits paid | (2,359) | (1,953) |
Experience adjustments | 383 | 305 |
Changes in financial assumptions (gain)/loss | (1,458) | (3,259) |
Changes in demographic assumptions (gain)/loss | 500 | (790) |
Closing defined benefit obligation at 31 December | 33,596 | 34,719 |
| 2025 | 2024 | |
| Movement in fair value of plan assets | £000 | £000 |
Opening fair value of assets at 1 January | 45,194 | 46,100 |
Interest income | 2,371 | 2,053 |
Benefits paid | (2,359) | (1,953) |
Return on assets less interest income | 1,143 | (1,006) |
Administration expenses paid | (222) | – |
Closing fair value of assets at 31 December | 46,127 | 45,194 |
Notes to the Accounts continued
For the year end 31 December 2025
162 lawdebenture.com
23. Pension commitments continued
| 2025 | 2024 | |
| Movement in the net defined benefit asset | £000 | £000 |
Opening net defined benefit asset at 1 January | 10,475 | 7,400 |
Amount recognised through profit and loss | 338 | 337 |
Actuarial gains / (losses) | 1,718 | 2,738 |
Closing net defined benefit asset at 31 December | 12,531 | 10,475 |
| 2025 | 2024 | |
| Amounts recognised in statement of financial position | £000 | £000 |
Fair value of assets | 46,127 | 45,194 |
Present value of defined benefit obligation | (33,596) | (34,719) |
Net defined benefit asset | 12,531 | 10,475 |
| Increase/(decrease) in defined | ||
| benefit obligations | ||
| At 31 December | At 31 December | |
| 2025 | 2024 | |
| £ million | £ million | |
Discount rate +0.5% | (1.9) | (2.0) |
RPI Inflation assumptions +0.5% | 1.4 | 1.5 |
Life expectancy at 65 +1 year | 1.3 | 1.3 |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
163
24. Related party transactions
GROUP
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.
COMPANY
The related party transactions between the Company and its wholly owned subsidiary undertakings are summarised as follows:
| 2025 | 2024 | |
| £000 | £000 | |
Dividends from subsidiaries | 8,200 | 14,250 |
Interest on intercompany balances charged by subsidiaries | 721 | 721 |
Management charges from subsidiaries | 2,095 | 1,000 |
The ultimate parent entity is The Law Debenture Corporation p.l.c.
Amounts owed to subsidiary undertakings represent intercompany loans which are unsecured, interest-free and repayable on demand.
These are presented net due to the intercompany netting agreement (see accounting policies).
Key management personnel costs
The key management personnel are the Directors of the Company and are those persons having authority and responsibility for planning,
directing and controlling the activities of the entity. Details of their compensation are included in note 4 to the accounts on page 139 and in
Parts 2 to 4 of the Remuneration Report on pages 89 to 101. Key management personnel costs are £2,201k (2024: £1,879k).
| 31 December | Non-cash items | 31 December | Non-cash items | 31 December | ||||
| 2025 | movement | 2024 | movement | 2023 | ||||
| GROUP | £000 | £000 | £000 | £000 | £000 | |||
SONIA + 1.4% unsecured term loan 2028 | 50,000 | – | – | – | – | |||
6.125% guaranteed secured bonds 2034 | 39,605 | 32 | 39,573 | 27 | 39,546 | |||
3.77% secured senior notes 2045 | 74,438 | 18 | 74,420 | (7) | 74,427 | |||
2.54% secured senior notes 2041 | 19,904 | – | 19,904 | (32) | 19,936 | |||
2.53% secured senior notes 2050 | 29,971 | – | 29,971 | (9) | 29,980 | |||
213,918 | 50 | 163,868 | (21) | 163,889 | ||||
| 31 December | Cash | Non-cash items | 31 December | Cash | Non-cash items | 31 December | ||
| 2025 | movements | movement | 2024 | movements | movement | 2023 | ||
| COMPANY | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
SONIA + 1.4% unsecured term loan 2028 | 50,000 | – | – | – | – | – | – | |
3.77% secured senior notes 2045 | 74,438 | – | 18 | 74,420 | – | (7) | 74,427 | |
2.54% secured senior notes 2041 | 19,904 | – | – | 19,904 | – | (32) | 19,936 | |
2.53% secured senior notes 2050 | 29,971 | – | – | 29,971 | – | (9) | 29,980 | |
Amounts owed to subsidiary undertakings | 29,186 | 3,649 | – | 25,537 | 6,979 | – | 18,558 | |
203,499 | 3,649 | 18 | 149,832 | 6,979 | (48) | 142,901 |
Notes to the Accounts continued
For the year end 31 December 2025
164 lawdebenture.com
27. Stock lending revenue
At 31 December 2025, the total value of securities on loan by the Company for stock lending purposes was £80,366k (2024: £141,485k). The
maximum aggregate value of securities on loan at any one time during the year ended 31 December 2025 was £194,001k (2024: £219,341k).
Stock lending revenue net of cost of sales for 2025 was £2,203k (2024: £856k).
28. Note to the statement of cash flows
GROUP | COMPANY | |||
| 2025 | 2024 | 2025 | 2024 | |
| Cash flows from operating activities | £000 | £000 | £000 | £000 |
Operating profit/(loss) before interest and taxation | 313,020 | 104,657 | 304,606 | 120,997 |
| Adjust for non-cash flow items: | ||||
Losses/(gains) on investments | (262,650) | (76,301) | (262,650) | (76,301) |
Movement in amortised cost of borrowings | 50 | (21) | 18 | (48) |
Depreciation of property, plant and equipment | 633 | 566 | – | – |
Depreciation of right-of-use assets | 885 | 719 | – | – |
Amortisation of intangible assets | 1,107 | 1,046 | – | – |
Goodwill impairment | – | 17,037 | – | – |
Decrease/(increase) in receivables | 2,529 | 5,683 | (1,545) | 502 |
(Decrease)/increase in payables | 1,404 | (4,387) | 727 | 174 |
(Decrease)/increase in deferred income | 316 | 459 | 1 | – |
(Decrease)/increase in other taxation payable | (451) | (1,473) | (25) | (815) |
Normal pension contributions in excess of cost | (338) | (337) | – | – |
Dividends received | (39,568) | (36,578) | (47,772) | (50,828) |
Cash flows from operating activities | 16,937 | 11,070 | (6,640) | (6,319) |
Notes to the Accounts continued
For the year end 31 December 2025
FINANCIAL STATEMENTS
165
Group | Company | ||||||
| 31 Dec | 31 Dec | ||||||
| Increase/ | 2024 | Increase/ | 2024 | ||||
| 2024 | (decrease) | (restated) | 2024 | (decrease) | (restated) | ||
| £000 | £000 | £000 | £000 | £000 | £000 | ||
| Statement of Financial Position | Trade and other payables | 18,989 | (10,607) | 8,382 | 11,789 | (10,607) | 1,182 |
Total net assets | 920,764 | 10,607 | 931,371 | 970,631 | 10,607 | 981,238 | |
Total equity | 920,764 | 10,607 | 931,371 | 970,631 | 10,607 | 981,238 | |
Statement of Changes in Equity | Retained earnings 1 January 2024 | 47,545 | 10,003 | 57,548 | 33,315 | 10,003 | 43,318 |
Total equity 1 January 2024 | 854,229 | 10,003 | 864,232 | 887,135 | 10,003 | 897,138 | |
Dividend relating to 2023 | (11,971) | (10,003) | (21,974) | (11,971) | (10,003) | (21,974) | |
Dividend relating to 2024 | (31,640) | 10,607 | (21,033) | (31,640) | 10,607 | (21,033) | |
| Retained earnings | |||||||
31 December 2024 | 49,823 | 10,607 | 60,430 | 34,283 | 10,607 | 44,890 | |
Total equity | 920,764 | 10,607 | 931,371 | 970,631 | 10,607 | 981,238 |
Group | Company | ||||||
| Increase/ | 1 Jan 2024 | Increase/ | 1 Jan 2024 | ||||
| 1 Jan 2024 | (decrease) | (restated) | 1 Jan 2024 | (decrease) | (restated) | ||
| £000 | £000 | £000 | £000 | £000 | £000 | ||
| Statement of Financial Position | Trade and other payables: Current | 22,553 | (10,003) | 12,550 | 11,023 | (10,003) | 1,020 |
Total Net Assets | 854,229 | 10,003 | 864,232 | 887,135 | 10,003 | 897,138 | |
Total Equity | 854,229 | 10,003 | 864,232 | 887,135 | 10,003 | 897,138 |
CORPORATE INFORMATION
166 lawdebenture.com
Stuart Mason
‘Echoes of Conflict- reclaimed by time’’
167
CORPORATE INFORMATION
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 financial framework that the Company has chosen to apply
(International Financial Reporting Standards and the AIC SORP). The Directors use these measures as a means of assessing the Company’s
performance. The measures are particularly relevant for investment trusts and are widely used across the investment trust sector.
Net Asset Value per ordinary share
The value of the Company’s assets (i.e. investments (see note 13)) and cash at bank (see Statement of Financial Position) less any liabilities
(i.e. borrowings (see note 20)) for which the Company is responsible, divided by the number of shares in issue (see note 9). The aggregate
NAV is also referred to as total shareholders’ funds in the Statement of Financial Position. In Law Debenture’s case, the published NAV will
include adjustments to reflect the fair value of the IPS business and the Company’s debt. There is a detailed summary of the NAV, including
a description of how it is calculated, on page 40 of the Annual Report. From 1 July 2023, the NAV per ordinary share has been published daily.
Prior to that it was published weekly and immediately after each month end.
The change in NAV per share (see total return below) over one, three, five and ten years, as shown at page 6, is calculated by taking total
return over the respective period and dividing by the opening NAV at the start of each period.
Net Asset Value with debt at fair value
The Group’s debt (borrowings, further details can be found in note 20 on pages 157 and 158) is valued in the Statement of Financial Position
(page 124) at amortised cost, which is materially equivalent to the repayment value of the debt on the assumption that it is held to maturity.
This is often referred to as ‘Debt at Par’. The current fair value of the debt, which assumes it is repaid under current market conditions, is
referred to as ‘Debt at Fair Value’. This fair value is detailed in note 20 on page 158. The difference between the fair and par values of the debt
is subtracted from or added to the Statement of Financial Position to derive the NAV with debt at fair value (see note 9 on page 143). The NAV
with debt at fair value At 31 December 2025 was £1,440,357k (1,081.49 pence per ordinary share) and the NAV with debt at par was £1,393,385k
(1,046.22 pence per ordinary share).
The NAV with debt at fair value is presented in accordance with AIC methodology. This includes the deduction against NAV for dividends at
the ex-dividend date.
Discount or premium
The amount by which the market price per share of an investment trust is either higher (premium) or lower (discount) than the NAV pershare,
expressed as a percentage of the NAV per ordinary share.
Net Asset Value
(NAV) per share at
fair value
Net Asset Value
(NAV) per share
at par
Share price
pence
Premium/
(discount) to
fair value NAV
Premium/
(discount) to
par value NAV
At 31 December 2025 1,081.49 1,046.22 1,054 (2.5%) 0.7%
At 31 December 2024 872.34 840.22 893 2.4% 6.3%
Average premium in share price versus NAV (with debt and IPS at fair value)
The discount or premium to share price is calculated in accordance with AIC methodology using performance data held by Law Debenture.
The daily average is calculated from the daily share premium/discount recorded throughout the year and divided by the NAV (with debt and
IPS at fair value).
CORPORATE INFORMATION
168 lawdebenture.com
Gearing/(Net cash)
Net gearing is calculated by dividing total borrowings at par less cash and cash equivalents by adjusted shareholders’ funds, expressed as a
percentage.
2025
£000
Restated
2024
£000
Borrowings (at par) Statement of financial position 213,918 163,868
Cash and cash equivalents Statement of financial position (43,775) (38,354)
Borrowings less cash (a) 170,143 125,514
Net assets per Balance Sheet** 1,202,075 931,371
Fair value uplift for IPS business 202,526 187,395
Debt fair value adjustment 46,972 42,353
Interim Dividend accrual** (11,216) (10,607)
Adjusted shareholders’ funds (b) 1,440,357 1,150,512
Net gearing (a/b) 12% 11%
We believe that it is appropriate to show net gearing in relation to shareholders’ funds as it represents the amount of debt funding on the
Portfolio.
Ongoing charges
The ongoing charge ratio has been calculated in accordance with guidance issued by the AIC. It represents the total investment
management fee and other applicable administrative expenses expressed as a percentage of the average net asset values with debt at fair
value throughout the year.
2025
£000
2024
£000
Management fee revenue expense 740 634
Other attributable administration costs 4,209 3,196
Administration costs 4,949 3,830
Management fee capital expense 2,219 1,902
Total ongoing charges 7,168 5,732
Average net assets 1,284,192 1,124,680
Ongoing charges % 0.56% 0.51%
Revenue earnings per share
The revenue earnings per share is the revenue return for the year (see Income Statement) divided by the weighted average number of
ordinary shares in issue during the year (see note 9 on page 143).
Alternative Performance Measures continued
169
CORPORATE INFORMATION
NAV total return
The total return is the return on the share price or NAV with debt at fair value taking into account both the rise and fall of NAVs/share prices
and dividends paid to shareholders. Any dividends received by a shareholder are assumed to have been reinvested in either additional
shares (for share price total return) or the Company’s assets (for NAV with debt at fair value total return). Dividends paid and payable are set
out in note 8 on pages 142 to 143.
NAV per share
with debt at fair
value Share price
NAV/Share price per share at 31 December 2024 (pence) 872.34 893
NAV/Share price per share at 31 December 2025 (pence) 1,081.49 1,054
Change in year (%) 24.0% 18.0%
Impact of dividends reinvested (%) 4.4% 4.2%
Total return for the year (%) 28.4% 22.2%
Yield
The yield is the annual dividend expressed as a percentage of the year end share price.
2025 2024
Annual dividend (pence) 35.5 33.5
Share price (pence) 1,054 893
Yield (%) 3.4% 3.8%
Underlying profit before Interest and tax (‘PBIT’)
Underlying profit before Interest and tax (‘PBIT’) is calculated by adding back the non-recurring costs and capital costs to the statutory result.
2025
£000
2024
£000
IPS Statutory PBIT (See note 6) 16,659 (2,036)
Goodwill impairment (capital) – 17,037
Non-recurring expenses (revenue) – 1,036
Pension surplus net interest income* – (337)
Underlying PBIT 16,659 15,700
* Net interest income on the defined benefit pension asset was included within admin expenses prior to 2025. To aid year-on-year comparability of underlying
PBIT, this has been added as an adjustment to 2024 statutory PBIT in reporting underlying PBIT.
Alternative Performance Measures continued
CORPORATE INFORMATION
170 lawdebenture.com
Underlying profit before tax
Underlying profit before tax (‘PBT’) is calculated by adding back the non-recurring costs and capital costs to the statutory result.
2025
£000
2024
£000
IPS Statutory PBT (See note 6) 17,704 (1,753)
Goodwill impairment (capital) – 17,037
Non-recurring expenses (revenue) – 1,036
Underlying PBT 17,704 16,320
Underlying EBITDA
Underlying earnings before interest, taxes, depreciation, and amortisation (‘EBITDA’) is calculated by adding back non-recurring costs to the
statutory result.
2025
£000
2024
£000
IPS Statutory PBT (See note 6) 17,704 (1,753)
Goodwill impairment (capital) – 17,037
Depreciation, amortisation & interest 1,789 1,937
Statutory EBITDA 19,493 17,221
Non-recurring items – 1,036
Underlying EBITDA 19,493 18,257
Alternative Performance Measures continued
CORPORATE INFORMATION
Joanna Jenkins
‘Rose-Tinted’
171
CORPORATE INFORMATION
172 lawdebenture.com
Joint brokers
J.P. Morgan Securities PLC
25 Bank Street, London E14 5JP
Peel Hunt LLP
100 Liverpool Street, London EC2M 2AT
AIC
A member of the Association of Investment
Companies
Shareholder information
Investment trust status
The Company carries on business as an investment trust company
as defined in Sections 1158-1159 of the Corporation Tax Act 2010.
Company share information
Information about the Company can be found on its website
www.lawdebenture.com. The market price of its ordinary shares is
also published daily in the Financial Times.
Registrars
Our registrars, Computershare Investor Services PLC, operate a
dedicated telephone service for Law Debenture shareholders –
0370 707 1129. Shareholders can use this number to access holding
balances, dividend payment details, share price data, or to request
that a form be sent to their registered address.
Share dealing
Computershare Investor Services PLC offers shareholders a share
dealing service via the internet or by post.
Internet dealing: The fee for this service will be 1.4% of the value of
each transaction (subject to a minimum of £40).
Website address: www.computershare.com/dealing/uk
Registry Postal Share Dealing Service: The fee for this service will
be 1.4% of the value of each transaction (subject to a minimum
of£40). Forms can be found at: www.computershare.com/dealing/
uk or requested by calling: 0370 703 0084.
The service is available only to those shareholders who hold their
shares on the register (i.e. it is not available to those who hold their
shares via a nominee).
Shareholders using the internet service will need their Shareholder
Reference Number (‘SRN’) and post code to complete their trade.
The SRN can be found printed on your proxy card.
Registered office
T: 020 7606 5451
F:
020 7606 0643
W:
www.lawdebenture.com
(Registered in England – No. 00030397)
Investment managers
James Henderson and Laura Foll are joint managers.
Theyalsomanage Lowland Investment Company plc and the
Henderson UK Equity Income & Growth Fund.
James joined Henderson Global Investors (now Janus Henderson
Investors) in 1983 and has been an investment trust portfoliomanager
since 1990. He first became involved in the management of Law
Debenture’s Portfolio in 1994 and took over lead responsibility for
management of the Portfolio in June 2003.
Laura joined Janus Henderson Investors in 2009 and has held the
position of portfolio manager on the Global Equity Income team
since 2014. She first became involved with Law Debenture’s Portfolio
in September 2011 and became joint portfolio manager in 2020.
Alternative Investment Fund Manager
The Law Debenture Corporation p.l.c. Authorised and regulated by
the Financial Conduct Authority as an internally managed Alternative
Investment Fund. Firm Reference Number: 629081.
Portfolio manager
Janus Henderson Global Investors
201 Bishopsgate, London EC2M 3AE
Auditors
Deloitte LLP, 110 Queen Street, Glasgow, G1 3BX
Depositary
NatWest Trustee and Depositary Services Limited
250 Bishopsgate, London EC2M 4AA
Global custodian
HSBC Bank plc (under delegation by the depositary)
8 Canada Square, London E14 5HQ
Registrar
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol BS99 6ZZ
T:
0370 707 1129
CORPORATE INFORMATION
Company Advisers and Information
173
Dividend and interest payments
Ordinary shares:
Three interim dividends Announced in May, September and December
Paid July, October and January
Final dividend Announced in March
Paid April
6.125% guaranteed secured notes Paid April and October
3.77% senior secured notes Paid March and September
2.54% series A senior secured notes Paid May and November
2.53% series B senior secured notes Paid May and November
Group results:
Half year results Announced in July
Full year results Announced in March
Report and accounts Published in March
Annual General Meeting Held each year in April
Factsheets Published monthly on the Company’s website
Payment methods for dividends
Dividends and interest can be paid to shareholders by means of BACS. Mandate forms for this purpose are available on request from the
Company’s registrars.
Subsidiary companies not incorporated in the United Kingdom, as listed on pages 147 and 148, are registered at the following addresses:
Companies registered in Hong Kong Suite 1301, 13/F Ruttonjee House, Ruttonjee Centre, 11 Duddell Street,
Central, Hong Kong
Companies registered in the Republic of Ireland 38/39 Fitzwilliam Square West, Dublin 2, Ireland
Companies registered in USA
other than Delaware Corporate Services
Room 901, 420 Lexington Avenue, New York, NY 10017, USA
Companies registered in USA -
Delaware Corporate Services
919 N Market St, Suite 725, Wilmington, DE 19801, USA
Company registered in Jersey 3rd Floor, IFC 5, Castle Street, St. Helier, Jersey JE2 3BY
Company registered in Cayman Islands Governors Square, Suite 5-204, 23 Lime Tree Bay Avenue, Grand Cayman,
Cayman Islands, KY1-1108
Financial Calendar
Subsidiary Company Details
CORPORATE INFORMATION
174 lawdebenture.com
NOTICE IS HEREBY GIVEN that the 136th Annual General Meeting of the Company will be held in-person at the offices of Peel Hunt, 7th Floor,
100 Liverpool Street, London EC2M 2AT on 24 April 2026 at 11.00am to transact the following business:
Ordinary resolutions
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1.
To receive the Report of the Directors, the Strategic Report and the Audited Accounts and the Auditor’s Report for the year end
ed
31 December 2025.
2. To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Remuneration Report for the year ended 31 December 2025.
4. To declare a final dividend of 10.375p per share in respect of the year ended 31 December 2025.
5. To re-elect Denis Jackson as a Director.
6. To re-elect Trish Houston as a Director.
7. To re-elect Robert Hingley as a Director.
8. To re-elect Pars Purewal as a Director.
9. To re-elect Claire Finn as a Director.
10. To re-elect Clare Askem as a Director.
11. To re-elect Maarten Slendebroek as a Director.
12. To re-appoint Deloitte LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which the
accounts of the Company are laid.
13.
To authorise the Audit and Risk Committee to determine the auditor’s remuneration.
14.
General authority to allot shares.
THAT:
(a) in substitution for all existing authorities (but without prejudice to any allotments made pursuant to the terms of such
authorities), the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the
Companies Act 2006 (the ‘Act’) to exercise for the period ending on the date of the Company’s next Annual General Meeting
(‘AGM’), all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any
security into shares in the Company up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the
Act) of £1,339,210 (representing 26,784,215 ordinary shares) (or, if less, the number representing 20% of the total ordinary shares
in issue (excluding treasury shares) as at the date of passing of this resolution); and
(b) the Company may during such period make offers or agreements which would or might require the making of allotments of
equity securities or relevant securities as the case may be after the expiry of such period.
Special resolutions
To consider and, if thought fit, to pass the following resolutions which will be proposed as special resolutions:
15.
Disapplication of statutory pre-emption rights.
THAT if resolution 1
4 is passed, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the
authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of
the Act did not apply to any such allotment or sale, such authority to be limited to:
(a)
the allotment of equity securities or sale of treasury shares in connection with a rights issue, open offer or other issue or o
ffer
to ordinary shareholders in proportion (as nearly as possible) to their existing holding of shares (but subject to such exclusions
as the Directors may deem necessary or appropriate to deal with fractional entitlements, record dates or legal, regulatory or
practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other
matter); and
(b)
the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a)) above up to a nominal
amount of
£669,605.40 (representing 13,392,107 ordinary shares),
CORPORATE INFORMATION
Notice of Annual General Meeting
175
such authority to expire at the next AGM of the Company (or, if earlier, at the close of business on 23 July 2027) but, in each case,
prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be
allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the authority had not expired.
16.
Additional authority to disapply pre-emption rights for acquisitions or specified capital investment.
THAT, if resolution 1
4 is passed, the Directors be authorised in addition to any authority granted under resolution 15 to allot equity
securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the
Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
(a)
limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of
£669,605.40
(representing 13,392,107 ordinary shares); and
(b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original
transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment
of a kind contemplated by the Statement of Principles on disapplying Pre-Emption Rights most recently published by the
Pre-Emption Group prior to the date of this notice,
such authority to expire at the next AGM of the Company (or, if earlier, at the close of business on
23 July 2027) but, in each case,
prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be
allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the authority had not expired.
17. General authority to buy back shares.
THAT the Company be and is generally and unconditionally authorised in accordance with sections 693 and 701 of the Act to make
market purchases (within the meaning of section 693(4) of the Act) of any of its issued ordinary shares of 5p each in the capital of
the Company, in such manner and upon such terms as the Directors of the Company may from time to time determine, provided
always that:
(a)
the maximum aggregate number of shares that may be purchased is
20,074,769;
(b)
the minimum price which may be paid for a share shall be
5p;
(c)
the maximum price which may be paid for a share shall be an amount equal to 105% of the average of the middle market
quotations (as derived from the London Stock Exchange Daily Official List) for the shares for the five business days immediatel
y
preceding the day on which the share is purchased; and
(d)
unless previously revoked, renewed or varied, the authority hereby conferred shall expire on the date of the Company’s next
AGM provided that a contract of purchase may be made before such expiry which will or may be executed wholly or partly
thereafter, and a purchase of shares may be made in pursuance of any such contract.
18.
Authority to convene a general meeting – notice.
THAT a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days’ notice.
This Notice was approved by the Board of Directors on
10 March 2026 and signed on its behalf by:
Law Debenture Corporate Services Limited
Company Secretary Registered office:
8th Floor
100 Bishopsgate
London EC2N 4AG
Registered No. 00030397
Notice of Annual General Meeting continued
CORPORATE INFORMATION
176 lawdebenture.com
Shareholders intending to attend the AGM are asked to register
their intention as well as any accessibility needs or dietary
requirements as soon as practicable by email to the following
email address: [email protected]
Shareholders who are not able or do not wish to attend the meeting
in person will be able to watch a recording of the meeting, which
will be uploaded to the Company’s website at https://www.
lawdebenture.com as soon as possible after the meeting has
ended.
Shareholders are invited to submit questions by email, by 11am on
Wednesday 22 April 2026. Questions may be sent to the following
email address [email protected]. Questions of a very similar
nature may be grouped together to ensure the orderly running of
the AGM.
The Notice of the Annual General Meeting (the ‘Notice’) to be held
on 24 April 2026 (the ‘Meeting’) is set out on pages 174 and 175. The
following notes provide an explanation as to why the resolutions set
out in the Notice are being put to shareholders.
Resolution 1
Under the Companies Act 2006 (the ‘Act’), the Directors are required
to present the annual accounts and reports of the Company to
shareholders at a general meeting. These are contained in the
Company’s Annual Report and financial statements for the year
ended 31 December 2025 (the ‘2025 Annual Report’), which was sent
to shareholders on 19 March 2026.
Resolution 2
The Act requires quoted companies to present to their shareholders
a Directors’ remuneration policy (the ‘Policy’) for approval at least
every three years. The Policy was last approved by shareholders at
the AGM held on 30 March 2023. Following a robust and objective
review, and taking account of the views of shareholders, the
proposed Policy is set out on pages 102 to 110 of the 2025 Annual
Report for approval. This should be read in conjunction with the
Remuneration Committee Chair’s introductory statement to the
Directors’ remuneration report on pages 85 to 88 of the 2025 Annual
Report.
Resolution 3
In accordance with the provisions of the Act, the Company’s Report
on Directors’ remuneration is being put to an annual shareholder
vote by ordinary resolution. This resolution is an advisory vote,
as provided by law, meaning that the Directors’ entitlements to
remuneration are not conditional upon the resolution being passed.
The report is set out in full on pages 93 to 101 of the 2025 Annual
Report.
Resolution 4
The Board proposes a final dividend of 10.375 pence per share
in respect of the year ended 31 December 2025. If approved, the
recommended final dividend will be paid on 29 April 2026 to
all ordinary shareholders who are on the register of members
on 20March 2026. The shares will be marked ex-dividend on
19March2026.
Resolutions 5 – 11
Under the Company’s Articles of Association (the ‘Articles’), one
third of the Directors must retire from office by rotation at each AGM
and may offer themselves for re-election (this does not include
Directors appointed to the Board since the last AGM). The 2024
UKCorporate Governance Code recommends that all directors of
premium listed companies should be subject to annual re-election
so Denis Jackson, Trish Houston, Robert Hingley, Pars Purewal, Claire
Finn, Clare Askem and Maarten Slendebroek will retire from office
and offer themselves for re-election.
The biographical details for each Director including details of their
independence are set out on pages 64 and 65 of the 2025 Annual
Report.
In proposing the re-election of the Directors, the Chair confirms
that, following the internal performance evaluation (described
on page 77 of the 2025 Annual Report), each individual continues
to make an effective and valuable contribution to the Board and
demonstrates commitment to their role. Accordingly, the Board
recommends their re-election.
Resolution 12
The Company’s auditors must offer themselves for appointment
at each AGM at which accounts are presented. Accordingly, the
Board, on the recommendation of the Audit and Risk Committee,
recommends the re-appointment of Deloitte LLP as the Company’s
auditors.
Resolution 13
This resolution, if passed, will authorise the Audit and Risk
Committee to agree the remuneration of Deloitte LLP for their
services as auditors.
Resolution 14
Under the Act, Directors may not allot shares in the Company
(or grant certain rights over shares) without the authority of
shareholders in a general meeting (other than pursuant to an
employee share scheme). In certain circumstances this could be
unduly restrictive. The Directors’ existing authority to allot ordinary
shares, which was granted at the AGM of the Company held on
11April 2025, will expire at the end of this year’s AGM.
Subject to the passing of this resolution, which will be proposed
as an ordinary resolution, the Directors will be authorised, in
place of all existing authorities, to allot shares (pursuant to
section 551 of the Act) up to an aggregate nominal amount of
£1,339,210.79 (representing 26,784,215 ordinary shares), representing
approximately twenty per cent of the aggregate nominal value
of the issued ordinary shares on 9 March 2026 (being the last
practicable date prior to the publication of this document). As at
9March 2026, the Company did not hold any shares in treasury.
The authority conferred will expire (unless previously revoked, varied
or renewed) at the end of the next AGM. However, the Company
may make an offer or agreement prior to the expiry of this authority
which would or might require shares to be allotted after the expiry
of this authority – in this case, the Directors will be permitted to allot
securities pursuant to such offer or agreement as if this authority
had not expired.
Between the 2025 AGM and 9 March 2026, the Company issued
a total of 1,300,324 ordinary shares under its share issuance
programme and its SAYE scheme and the Directors intend to
continue to use this authority for the same two purposes.
Resolution 15
Unless they are given an appropriate authority by shareholders, if
the Directors wish to allot any shares for cash or grant rights over
shares (other than pursuant to an employee share scheme) they
must first offer them to existing shareholders in proportion to their
CORPORATE INFORMATION
Explanatory Notes to the Notice
177
existing holdings. These are known as pre-emption rights. The
existing disapplication of these statutory pre-emption rights, which
was granted at the AGM held on 11 April 2025, will expire at the end
of this year’s AGM.
Resolution 15 seeks approval to disapply the pre-emption rights,
by allowing Directors to allot equity securities (including a sale
of treasury shares) for cash: (i) in connection with rights issues
and other pre-emptive issues in favour of existing shareholders in
proportion to their existing holdings (subject to certain exclusions);
(ii) by way of an open offer or other issue of securities in favour
of existing shareholders in proportion to their existing holdings
(subject to certain exclusions); and (iii) to persons other than
existing shareholders otherwise than under (i) and (ii), up to an
aggregate nominal amount of £669,605.40 (representing 13,392,107
ordinary shares), being no more than ten per cent of the issued
ordinary share capital in issue on 9 March 2026, in each case
without the equity securities first being offered to the existing
shareholders in proportion to their existingholdings.
Resolution 16
Resolution 16 seeks an additional and separate approval to
disapply pre-emption rights by allowing Directors to allot equity
securities (or sell treasury shares) for cash, of up to a further ten
per cent of the total ordinary share capital, representing up to an
aggregate nominal amount of £669,605.40 (representing 13,392,107
ordinary shares), as at 9 March 2026, without such equity securities
first being offered to the existing shareholders in proportion to their
holdings, where the allotment is to finance an acquisition or capital
investment, (orrefinancing, if the authority is to be used within six
months of the originaltransaction).
The Directors confirm that they will only allot securities (or sell
treasury shares for cash) pursuant to this authority where that
allotment is in connection with an acquisition or specified capital
investment (as described in the Pre-Emption Group’s Statement of
Principles) which is announced at the same time as the allotment,
or which has taken place in the preceding six-month period and is
disclosed in the announcement of thatallotment.
Resolution 17
Resolution 17 is a special resolution that will grant the Company
authority to make market purchases of up to 20,074,769 shares,
representing 14.99% of the issued ordinary share capital as at the
date of the Notice. Any shares bought back will either be cancelled
or placed into treasury at the determination of theDirectors.
The maximum price which may be paid for each share must not
be more than 105% of the average of the mid-market values of the
ordinary shares for the five business days before the purchase is
made. The minimum price which may be paid for each ordinary
share is 5p.
The Company has options outstanding over 120,004 ordinary
shares, representing 0.09% of the Company’s issued ordinary share
capital as at 9 March 2026, the latest practicable date before the
publication of this Notice.
If the existing authority given at the 2025 AGM and the authority now
being sought by this resolution were to be fully used, these options
would represent 0.08% of the Company’s ordinary share capital in
issue at that date.
The Directors are committed to managing the Company’s capital
effectively and do not intend to exercise such authority at present.
Purchases would only be made after considering the effect on
earnings per share and the benefits for shareholdersgenerally.
This authority shall expire at the AGM to be held in 2027 when a
resolution to renew the authority will be proposed.
Resolution 18
The Act requires that all general meetings must be held on at least
21 clear days’ notice, save that a general meeting (other than an
AGM) may be held on at least 14 clear days’ notice where:
• the Company makes an electronic means of voting available
to all shareholders for the meeting. This condition is met by the
Company providing the facility for shareholders to appoint a
proxy via an online shareholder portal operated by our Registrars;
and
• the shareholders pass a special resolution reducing the period
of notice to not less than 14 days either at the immediately
preceding AGM or a general meeting held since that AGM.
It is not the Company’s intention to use the shorter notice period
as a matter of routine but only when the flexibility is merited by
the business of the meeting and is thought to be in the interests of
shareholders as a whole. If given, this approval will be effective until
the end of the AGM to be held in 2027.
Recommendation
Full details of the above resolutions are contained in the Notice.
The Directors consider that all the resolutions to be proposed
at the Meeting are in the best interests of the Company and its
members as a whole. The Directors unanimously recommend that
shareholders vote in favour of all the resolutions, as they intend to
do in respect of their own beneficial holdings.
If you are in any doubt about the contents of this document, you
should immediately consult your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser
authorised under the Financial Services and Markets Act 2000, or
if outside the United Kingdom, another appropriately authorised
financial adviser, without delay.
If you have sold or otherwise transferred all of your shares in the
Company you should immediately send this document, together
with the accompanying form of proxy, to the stockbroker, bank or
other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee.
Explanatory Notes to the Notice continued
CORPORATE INFORMATION
178 lawdebenture.com
The following notes explain your general rights as a shareholder
and your right to attend and vote at the Meeting or to appoint
someone else to vote on your behalf.
1. To be entitled to attend and vote at the meeting (and for the
purpose of the determination by the Company of the number
of votes they may cast), shareholders must be registered
in the register of members of the Company at close of
business on Wednesday, 22 April 2026 (or, in the event of any
adjournment, close of business on the date which is 48hours
before the time of the adjourned meeting). Changes to the
register of members after the relevant deadline shall be
disregarded in determining the rights of any person to attend
and vote at the meeting. In the case of joint holders of a share,
the vote of the senior who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the votes of the
other joint holders and for this purpose seniority is determined
by the order in which the names stand in the register of
members in respect of the share.
2. Shareholders are entitled to appoint a proxy to exercise all or
part of their rights to attend, and to speak and vote on their
behalf at the meeting. A shareholder may appoint more than
one proxy in relation to the meeting provided that each proxy
is appointed to exercise the rights attached to a different
ordinary share or ordinary shares held by that shareholder.
Aproxy need not be a shareholder of the Company. A form of
proxy, which accompanies this Notice, may be used to make
such appointment and give proxy instructions. If you do not
have a form of proxy and believe that you should have one, or
if you require additional forms, please contact the Company’s
registrar, whose contact details are provided above.
3.
Dispatch instructions: To be valid, any form of proxy and any
power of attorney or other authority under which it is executed
(or a duly certified copy of any such power or authority), must
be returned by no later than 11:00 am on Wednesday,
22 April
2026 through any one of the following methods:
(a)
by post at Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United
Kingdom (Tel: 0370 707 1129 if dialling from the UK and
+44 370 707 1129 if dialling from abroad); or
(b) by hand or courier (during normal business hours only) to
the Company’s UK registrar at: Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13
8AE, United Kingdom (Tel: 0370 707 1129 if dialling from the
UK and +44 370 707 1129 if dialling from abroad); or
(c) electronically through the website of the Company’s
registrar at www.investorcentre.co.uk/eproxy, where the
following details, which can be found on your proxy card
or in an email received from Computershare, will be
required:
• the meeting control number;
• your shareholder reference number; and
• your unique pin code; or
(d)
in the case of shares held through CREST, via the CREST
system (see notes 8 to 11 below).
4.
Any person to whom this Notice is sent who is a person
nominated under Section 146 of the Companies Act 2006
(the ‘Act’) to enjoy information rights (a ‘Nominated Person’)
may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right to
be appointed (or to have someone else appointed) as a proxy
for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to
the shareholder as to the exercise of voting rights.
5.
The statement of the rights of shareholders in relation to
the appointment of proxies in notes 2 and 8 do not apply to
Nominated Persons. The rights described in these paragraphs
can only be exercised by shareholders of the Company.
6.
A vote withheld is not a vote in law, which means that the vote
will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his/her discretion. Your proxy
will vote (or abstain from voting) as he/she thinks fit in relation
to any other matter which is put before the meeting.
7.
If you return more than one proxy appointment (except where
multiple proxies have been appointed), either by paper or
electronic communication, that appointment received last by
the Registrar before the latest time for the receipt of proxies
will take precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication facilities
are open to all shareholders and those who use them will not
be disadvantaged.
8.
The return of a completed form of proxy, electronic filing or
any CREST proxy instruction (as described in note 10 below)
will not prevent a shareholder from attending the meeting and
voting in person if he/she wishes to do so.
9.
CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may
do so for the meeting (and any adjournment of the meeting)
by using the procedures described in the CREST Manual
(available from https://www.euroclear.com/site/public/EUI).
CREST personal members or other CREST sponsored members,
and those CREST members who have appointed a service
provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
10.
In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly authenticated
in accordance with Euroclear UK & International Limited’s
specifications and must contain the information required
for such instructions, as described in the CREST Manual.
The message must be transmitted so as to be received by
the issuer’s agent by 11:00 am on Wednesday,
22 April 2026.
For this purpose, the time of receipt will be taken to mean
the time(as determined by the timestamp applied to the
message by the CREST application host) from which the
issuer’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through CREST
should be communicated to the appointee through other
means.
CORPORATE INFORMATION
Shareholder Notes
179
11. In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly authenticated
in accordance with Euroclear UK & International Limited’s
specifications and must contain the information required
for such instructions, as described in the CREST Manual. The
message must be transmitted so as to be received by the
issuer’s agent by 11:00 am on Wednesday, 9 April 2025. For this
purpose, the time of receipt will be taken to mean the time(as
determined by the timestamp applied to the message by
the CREST application host) from which the issuer’s agent
is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
12. Any corporation which is a member can appoint one or more
corporate representative(s) who may exercise, on its behalf,
all its powers as a member provided that no more than one
corporate representative exercises powers in relation to the
same shares.
13. As at 9 March 2026 (being the latest practicable business day
prior to the publication of this Notice), the Company had an
issued share capital of 133,921,079 ordinary shares, carrying
one vote each and no restrictions and no special rights with
regard to the control of the Company. There are no other
classes of share capital and none of the Company’s issued
shares are held in treasury. Therefore, the total voting rights in
the Company is 133,921,079.
14.
Under Section 527 of the Act, shareholders meeting the
threshold requirements set out in that section have the right
to require the Company to publish, on a website, a statement
setting out any matter relating to:
(i) the audit of the Company’s financial statements
(including the auditor’s report and the conduct of the
audit), which are to be laid before the meeting; or
(ii) any circumstances connected with an auditor of the
Company ceasing to hold office since the previous
meeting at which annual accounts and reports were laid
in accordance with Section 437 of the Act. The Company
may not require the shareholders requesting any such
website publication to pay its expenses in complying
with Sections 527 or 528 of the Act. Where the Company
is required to place a statement on a website under
Section 527 of the Act, it must forward the statement to
the Company’s auditor not later than the time when it
makes the statement available on the website. Business
which may be dealt with at the meeting for the relevant
financial year includes any statement that the Company
has been required to publish on a website under
Section527 of the Act.
15. Any shareholder attending the meeting has the right to ask
questions. The Company must answer any such question
relating to the business being dealt with at the meeting, but
no such answer need be given if: (a) to do so would interfere
unduly with the preparation for the meeting or involve the
disclosure of confidential information; (b) the answer has
already been given on a website in the form of an answer
to a question; or (c) it is undesirable in the interests of the
Company or the good order of the meeting that the question
be answered.
Registered shareholders may submit their questions to the
Directors in advance of the meeting by sending an email to
the Company Secretary at [email protected] and the
Company will answer these in due course.
16.
Under Section 338 and Section 338A of the 2006 Act, members
meeting the threshold requirements in those sections have
the right to require the Company (a) to give to members
of the Company entitled to receive notice of the Meeting,
notice of any resolution which may properly be moved and is
intended to be moved at the Meeting and/or (b) to include in
the business to be dealt with at the Meeting any matter (other
than a proposed resolution) which may be properly included
in the business.
A resolution may properly be moved or a matter may
properly be included in the business unless (a) (in the case
of resolution only) it would, if passed, be ineffective (whether
by reason of inconsistency with any enactment or the
Company’s constitution or otherwise), (b) it is defamatory of
any person, or (c) it is frivolous or vexatious. Such a request
may be in hard copy form or in electronic form, must identify
the resolution of which notice is to be given or the matter to
be included in the business, must be authorised by the person
or persons making it, must be received by the Company not
later than 13 March 2026, being the date six weeks before the
meeting, and (in the case of a matter to be included in the
business only) must be accompanied by a statement setting
out the grounds for the request.
1
7. The following documents will be available for inspection at
the AGM venue from 10:30 am on the day of the AGM until its
conclusion:
(a) copies of the Directors’ letters of appointment and service
contracts; and
(b)
a copy of the Articles of Association of the Company.
A copy of the 2025 Annual Report and financial statements
(including the Notice of AGM) will be available for viewing
at the Financial Conduct Authority’s National Storage
Mechanism, from the mailing date of this Notice.
1
8. You may not use any electronic address provided in either this
Notice or any related documents (including the form of proxy)
to communicate with the Company for any purposes other
than those expressly stated.
19.
Personal data provided by shareholders at or in relation to the
meeting will be processed in line with the Company’s privacy
policy. Detailed information on how the Company processes
your personal data and what your rights are under applicable
data privacy laws can be viewed in our policy: https://media.
umbraco.io/lawdebenture/rwwkg0lj/privacy-notice-for-
shareholders-november-2024.pdf
A copy of this Notice and other information required by section 311A
of the Act, can be found on the Company’s website at https://www.
lawdebenture.com/investment-trust/shareholder-information.
Shareholder Notes continued
CORPORATE INFORMATION
CORPORATE INFORMATION
180 lawdebenture.com
The offices of Peel Hunt, 7th Floor, 100 Liverpool Street, London EC2M 2AT.
RAILWAY UNDERGROUND BUSES PARKING
Main line stations within one mile
include:
• Liverpool Street
• London Bridge
• Farringdon
• Fenchurch Street
• Cannon Street
• Blackfriars
• Holborn Viaduct
Liverpool Street
(Elizabeth, Central, Circle,
Hammersmith & City and
Metropolitan lines)
Monument
(Circle and District lines)
Bank
(Central, Northern, Waterloo &
City lines and Docklands Light
Railway)
London Bridge
(Northern and Jubilee lines)
You may select the 149, 35, 47
or388 bus services from London
Bridge or the 26 or 8 bus services
from St. Paul’s to Wormwood
Street, which is close to the
venue. You may also take the 205
from Old Street or the 43 or 133
bus services from Moorgate to
Liverpool Street, which is a short
walk from the venue.
There is limited meter parking
inbusiness hours near the venue.
Parking is available at Broadgate
or London Finsbury Square.
Thereis also multi- storey
parking at Aldersgate Car Park
near London Wall.
Annual General Meeting Venue
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CORPORATE INFORMATION
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Law Debenture is an investment trust and leading
provider of independent professional services. Founded
in 1889 we have been listed on the London Stock
Exchange for 136 years.
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Annual Report and Accounts you can register to receive our monthly Factsheet by email. You can also
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For general enquiries, please contact the Company Secretary at: [email protected]
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ANNUAL REPORT AND FINANCIAL STATEMENTS
The Law Debenture Corporation p.l.c.
2025
The Law Debenture Corporation p.l.c. Annual Report 2025