Athelney Trust Plc
Legal Entity Identifier:
213800ON67TJC7F4DL05
NON- STATUTORY ACCOUNTS
Athelney Trust plc, the investor in small companies and junior markets announces its final results for the 12 months ended 31 December 2025.
The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 December 2025 and 2024 but is derived from those accounts. Statutory accounts for 2024 have been delivered to the Registrar of Companies, and those for 2025 will be delivered in due course. The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's report can be found in the Company's full Annual Report and Accounts on the Company website: www.athelneytrust.co.uk
Chair's Statement and Business Review
Dear Shareholder
I am pleased to present the Annual Financial Report for the year to 31 December 2025.
The Strategic Report section of this Annual Report has been prepared to help all Shareholders understand the drivers of performance in the past year, how the Company operates and to assess its performance.
The key performance indicators are as follows:
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
% Change |
|||
|
NAV total return |
(8.4%) |
(10.4)% |
n/a |
|||
|
Revenue return per ordinary share |
11.4p |
7.4p |
54% |
|||
|
Total return per share |
(6.6)p |
(13.1)p |
n/a |
|||
|
Share price |
165.0p |
175.0p |
(5.7%) |
|||
|
Net asset value per ordinary share |
169.5p |
186.1p |
(8.9%) |
|||
|
Discount to NAV per ordinary share |
2.6% |
5.9% |
n/a |
|||
|
179.5p |
196p |
(8.4%) |
|||
|
Shareholders' funds |
£3.657m |
£4.015m |
(8.9%) |
· The Trust's Investment performance over 12 months as measured by NAV total return, which is the change in NAV plus the dividend paid, was minus 8.4% (2024: minus 10.4%).
· The interim dividend of 2.4p per share was paid on 26 September 2025.
· Your Board recommends a final dividend of 7.6p per share increasing a total dividend payable for the year to 10.0p (2024: 9.9p) an increase of 1%
· This is the 23rd successive year of progressive dividends and importantly returns the Trust to the "Dividend Heroes" list maintained by the AIC, a list of investment companies that have consistently increased their dividends for 20 or more years in a row.
Last year, 2025, was disappointing on a number of fronts. First the performance of your Company was poor in terms of share price (minus 5.7%) and NAV total return (minus 8.4%) but particularly when compared to the average share price return for UK Smaller Companies Sector of Investment Trusts at 6.7% and also larger caps, where the FTSE 100 rose over 21%.
Second, there was a concerted recovery in the relative performance of UK versus US equities, as the FTSE100 outperformed the S&P500 (up 17.4% in 2025) driven by investor needs to reduce risk (of over-exposure to US tech stocks and market) and ongoing uncertainties driven by President Trump's projection of strength with large tariff increases; however this recovery did not translate to UK small- and mid-cap companies.
Third, although there is huge value to be unlocked in UK Smaller Companies, sentiment is still against this sector, defying bargain valuations and good relative dividend performance compared to, for example, US equivalents.
Fourth, the UK Government, despite the clarity provided by its landslide victory just 18 months ago, has struggled to realise growth and has increased the headwinds for small companies (tax increases, regulatory and employment rights all increased business burden). As a result, business confidence as measured by the CBI, fell again in late 2025, also because of poor government communication on tax changes before the Autumn budget, and a lack of business support in it, for real growth.
The budget itself in November was nearly a month later than expected, prolonging the uncertainty for businesses, which often result in delays to their investments or cancellation of key projects. Chaotic government, with many U-turns on key policy announcements (thirteen in total, so far) and declining business confidence will hinder, not help further efforts to realise real growth. It is disappointing that the government seems yet to fully grasp and act on these truths.
Outflows from UK equities continued (November was the 41st consecutive month of outflow) investors withdrawing money from UK companies to invest elsewhere create pricing pressures, deeper discounts and a greater disconnect to strong underlying fundamentals. Only a small inflow would have a huge difference and there are some signs of movement in this direction as the size of November's outflow was substantially smaller than October.
M&A activity can be a driver for investors in UK, and although 2025 was lower in deal value compared to the unusually good performance of 2024, there has been more certainty provided to the deal landscape by the Autumn Budget, in particular relating to CGT. This suggests there may be some rise in deal volume in 2026.
The Chancellor Rachel Reeves managed to double her headroom in the November Budget and will be hoping there will now be signs of real growth. The OBR is predicting the full 2025 figure for GDP growth will land at 1.5% (better than 0.1% of 2024).
However, Reeves will also be throwing her hands up at the latest threats of 10% and 25% US tariffs for the UK, in relation to Trump's Greenland 'negotiation' which throws more uncertainty at Jaguar Land Rover's future. After the August cyberattack which cost JLR £196m of extra costs and £50m per week lost revenue in a five-week loss of production, and a calculated £1.9bn loss to the UK supply chain/economy, Reeves, the government, JLR and indeed all in the UK will hope that Trump is true in this case to his TACO moniker (Trump always chickens out).
We remain confident of and committed to our value-based principles, despite the different headwinds nationally and internationally, discussed above. We believe small cap stocks remain cheap now (compared to large cap) as well as for their long term performance. UK Small Caps are trading on 10x forward P/E ratio, compared to their 14x long term average and at a 40% discount to US counterparts.
There is some optimism that lower inflation and a slower employment market create the conditions for the BoE to cut interest rates, perhaps as low as 3% by the end of the year, closer to the 2% target. This would strongly favour smaller businesses who tend to have a greater burden of borrowing, and need to invest heavily to realise the highest growth rates.
Dividend and Earnings
I am very pleased to share that the company's total revenue earned from its portfolio in 2025 increased by 36% to £275,506 (2024: £202,843), and earnings per share increased to 11.4p (2024: 7.4p).
There has been a great deal of work performed by Manny Pohl and the EC Pohl & Co team to manage long term growth expectations and also to return higher levels of income, which have been slowly improving since the pandemic.
This has been hard work because there was a drop in the value of UK dividend payments in each of the first three quarters of 2025, compared to 2024 which was unusually high in total terms, driven by one-off special dividends. In 2025 many boards have chosen to benefit shareholders with any extra cash by the alternate route of share buybacks, reducing headline dividend income for the UK compared to 2024.
The board is pleased to recommend a final dividend of 7.6p which, subject to shareholder approval at the AGM, will be paid on 7 May 2026, to those shareholders on the register at 10 April 2026. Once added to the interim dividend, this brings the full dividend for 2025 to 10.0p a 1% increase on 2024.
Board and Company Developments
The Board places significant importance on corporate governance and compliance with the AIC and UK Corporate Governance Codes. Full details are set out in the Corporate Governance section on pages 16 to 18.
As a small, low-cost fund, your Board continues to assess how best to structure and plan for a board that meets shareholder and regulatory needs, has continuity, stability and reflects prudent management of costs.
Therefore, I am delighted in January 2025 that the Board moved to external management of the fund, under EC Pohl & Co Pty, which resulted in a new reward system, based solely on actual comparative performance. If there is no real increase in portfolio value compared to the benchmark, there will be no performance fee for that month or year. This means that in 2025, because of the poor comparative performance, the company has saved the fund manager's fee (£31,325 in 2024) and has not been charged a performance fee. For more details on the calculation of the fee, see page 39 note 8.
In terms of other controllable costs, I confirm a continued freeze on the non-executive director's fee (£10,500) with no premium for Chair positions, which is comparable to the NED fee of other, similarly sized funds.
The move to external fund management substantially reduced the comparative OCF (Ongoing Charges Figure) calculated for 2025 (by £27,480). This was not sufficient to offset increases in Dealing Charges (up by £23,871) and Other Expenses (charged to Capital, up by £29,808) year on year. The final OCF is 3.91% (2024: 3.13%) calculated for 2025 using the AIC recommended Ongoing Charges methodology (taking annualised costs that would reasonably be incurred if there was no trading of the investee shares divided by the average of the published monthly NAV).
I am also happy to report that there has been no repeat in 2025 of the turmoil and inevitable extra time and cost incurred by the company in both of the two previous years, driven by our auditors resigning unexpectedly. There was no fault on the part of Athelney Trust or its team; you may remember that changes by the FRC to rules for auditing PIE companies such as Athelney Trust which increased risk, cost and staffing pressures for such auditors drove both to resign.
There has been a 'merger' for our auditor Beever and Struthers, which following regulatory approval became part of Menzies LLP on 1 October 2025. The audit team and approach has not changed, there are no direct time or cost implications for the company and we will continue to monitor their effectiveness and we will monitor for any resulting impact on the audit relationship.
Environmental, Human Rights, Employee, Social and Community Issues
The Board consists entirely of two Non-Executive Directors and one Managing Director. The Company has no direct impact on the community or the environment, and as such has no environmental, human rights, social or community policies. In carrying out its investment activities and in relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
Environmental, Social and Governance factors are considered as part of the commercial evaluation of investee companies.
We are pleased to invite shareholders to our AGM at the offices of Druces LLP, 99 Gresham Street, London EC2V 7NG on 15 April 2026 at 12.00 noon.
There will be an opportunity to ask questions during the AGM and also afterwards in a less formal environment.
We encourage all shareholders to vote on the resolutions, all of which the board endorses ahead of the deadline at 12 noon on 13 April 2026. Details on how to vote at the AGM, and its resolutions are in the Notice of AGM, which is delivered with this Annual Report. Further copies are available on our website, or from the Company Secretary.
During the year the Company realised capital profits before expenses arising on the sale of investments in the sum of £101,647 (2024: £49,006).
Additional Holdings Purchased
Additional and new holdings of 4Imprint, AJ Bell, Boku, Dunelm Group, Impax Asset Management, Keystone Law, Mony Group, Paypoint, Rightmove, S&U, Spectra Systems and Wise were acquired.
Holdings Sold or Trimmed
AEW UK REIT, Alpha Group, Cake Box Holdings, Cerillion, Games Workshop, Gamma, National Grid, NWF, Relx, Treatt and Tritax Big Box REIT
Despite all the analysis shared above, we are still optimistic for the future and 2026. We believe deeply in value and have seen our fund manager consistently find and support quality companies that can provide the right balance of income and growth.
We invest for the long term, knowing that over time, our approach will beat the average and produce attractive returns. Therefore we remain patient, even in the face of pandemic or when US President Trump, as principal guest at a conference on a Swiss mountain declares a trade war over territory, with his country's closest allies (whose leaders are also at the same conference). If you had any doubt before:The geopolitical future is uncertain.
It seems clear that President Trump is rewriting the rule book. Emboldened by the 'success' of the military mission in Venezuela, he is now comfortable to threaten allies with tariffs, to send a powerful armada to help him to enforce his will on Iran, and to chastise ally leaders for daring to speak up when they 'should be grateful'. The suspense, similar to that created by a reality TV show around "will he, won't he" compels attention. Yet it also signals danger as markets and investors hold their breath, the dollar loses value as gold gains it, and China and Russia seek to take advantage of the new landscape. As Prime Minister Sir Keir Starmer walks a tightrope of diplomacy during his visit to China, we wait to see the new rules, their impact on markets and how diplomacy will respond.
Will Trump's Board of Peace displace the United Nations? Peace in Gaza has been replaced as the Board's purview by 'promoting peace and good governance around the world'. 'Failed institutions' as mentioned in the Board's Charter, are widely interpreted to mean the UN. The Chairman will be all-powerful with all Board members being selected and terminated by him, unless 'permanent membership' is bought ($1bn in cash). Who can support Vladimir Putin's membership invitation? Will Macron resist a threatened 200% tariff on French wines to force him to take up his Board position?
If these developments, added to the US government's recent successful kidnapping (and likely incarceration) of Venezuela's President Maduro for drug-trafficking, play out, the usual rules of international law and long-standing US role in the post WWII 'old order' are under real threat. How markets and governments will respond through 2026, is impossible to know. Gold prices are up by 50% since mid-August and now seem set to climb further.
Generally, if calm heads and voices win out, we can see potential for real upside for your Company in 2026. At the moment, the 2026 outlook appears to include greater geopolitical uncertainty and higher market volatility than for some time.
Thank you for your continued support; we hope to see you in person at the AGM.
Frank Ashton
Non-Executive Chair
3 March 2026
Investment Manager's Review
While Queen Elizabeth II referred to 1992 as an "Annus Horribilis" following upheaval within the British royal family, for us 2025 would definitely fall into this category. Not only did some of our long-standing portfolio stalwarts falter but market participants have chosen to ignore business fundamentals and focus on the euphoria surrounding the benefits of artificial intelligence, as is evident from the following facts pertaining to the S&P 500.
Over the twelve months to September 25, the Meme stocks were up 120%, profitless tech was up 66%, the S&P500 was up 17% and quality tech up only 1%. While this data pertains to the S&P 500 in the US, the same theme is evident in the United Kingdom where business models are assumed to be under threat by AI while AI-associated companies are assumed to be winners. Furthermore, market performance in 2025 was skewed by the underperformance of the small to midcap stocks which does appear to have been overdone as investors funneled £530m into funds in November on the back of an improvement in sentiment towards the UK according to recent data published by the Investment Association.
AI: From Speculation to Deployment
Over the past year, artificial intelligence has clearly progressed from speculative enthusiasm toward tangible commercial deployment. This is evident in our own holdings. Across the combined portfolio, 88% of companies are now actively deploying AI in their products or services, while 87% maintain active R&D programs investing in future growth. Innovation remained robust, with 82% releasing new products or capabilities during the year.
Companies have increasingly embedded AI into core business functions, delivering productivity improvements and supporting earnings growth across a range of industries. However, the rapid pace of investment in AI infrastructure has also led to the emergence of a highly interconnected ecosystem of strategic partnerships, creating concentrated exposure and elevating systemic risk.
A number of high-profile arrangements highlight this dynamic. Nvidia has committed up to US$100 billion to support OpenAI's data-centre expansion, followed by a separate US$300 billion agreement between OpenAI and Oracle. OpenAI estimates its cumulative infrastructure spending could reach approximately US$1.4 trillion over the next eight years, despite expectations that free cash flow will remain negative until late in the decade. By comparison, the combined capital expenditure of Amazon, Microsoft, and Alphabet over the past ten years is less than US$1 trillion. These continued deal announcements have driven significant equity re-rating, making AI-related investment a dominant contributor to market returns.
UK vs Global: A Tale of Two Worlds
When comparing the stocks in our UK portfolio with those in a global portfolio, global stocks delivered stronger results across most metrics. 88% of global holdings grew earnings compared to 78% in the Athelney portfolio. Pricing power constraints affected approximately 32% of UK holdings compared to just 9% globally, reflecting the competitive intensity of domestic markets and the inflation pressures that persisted through the year. Leadership turnover was also elevated in UK at 46%, nearly double the global rate of 24%.
Workforce restructuring was more prevalent in UK, with one third of holdings reporting layoffs versus 24% globally. Yet both portfolios continued hiring for growth (62% of the group), indicating targeted optimization rather than broad retrenchment.
These differences partly explain the performance gap, but they also highlight where the alpha opportunities lie. Several UK businesses now trade at valuations that do not reflect the quality of the business or their position early in their growth journeys.
Portfolio Performance
Our principal contributors to performance during the year were Alpha Group International, Games Workshop, AEW UK REIT, and S&U plc, each of which advanced by more than 10%. In particular, Alpha Group, Games Workshop, and S&U delivered gains in excess of 30%, reflecting continued strength in their underlying economics rather than short-term market enthusiasm.
The largest detractors during the year were PayPoint, Treatt, Liontrust Asset Management, and Impax Asset Management, which together accounted for approximately 60% of the total detractors from portfolio performance. Each experienced share price declines of more than 30% during 2025 and now trade at levels close to historical lows.
The Disconnect Between Fundamentals and Market Performance
The irony is that our portfolio companies, by and large, continued to execute exceptionally well. Across our portfolio of 24 companies:
· 70% grew revenues during the year
· 74% generated positive free cash flow
· 78% delivered earnings growth
· 91% gained market share
· 96% continued investing in growth through capital expenditure
Customer retention across the portfolio remained exceptionally strong, with only 8% of holdings experiencing any material contract or client losses. This is not the profile of businesses under strain, but of quality franchises continuing to compound through a difficult operating environment. Market focus has nonetheless shifted elsewhere. Over the past six months, lower-quality, highly leveraged companies across the globe with weak returns on equity have delivered their strongest relative outperformance in 25 years, outside the immediate post-GFC rebound. Our portfolio stands in clear contrast: 78% of holdings operate with gearing below 30%, and approximately 74% maintain net-cash balance sheets.
Over the years, the Athelney NAV has been negatively impacted by rising fixed costs and as pointed out in the Chairman's commentary, we have been able to dramatically reduce these over the past twelve months. Furthermore, in the management of the portfolio we have been able to increase the investment income to a level where it exceeds the amount paid out by way of dividend and management fee and the intention is to get this to a level where it covers both the dividend paid and all the expenses. This ensures that Athelney will be able to maintain its large dividend payout of 6.1% as compared to say the FTSE250 of 3.5%.
Through this process we have still remained true to our process - focusing on the stocks in our portfolio rather than attempting to predict macroeconomic trends and industry responses. Our focus has been to maintain our large exposure to AEW UK Reit and higher dividend yielding businesses in recognition of the need to maintain the dividend paid to Shareholders while adding quality growth companies to the portfolio.
During the year Treatt was targeted for acquisition by Natara Global Limited, and we sold into the offer which ultimately failed after shareholders rejected the final cash offer in early November 2025. Alpha Group received a takeover offer from US-based Corpay which we sold into, valuing the company at £1.81 billion, a 55% premium. We exited our positions in Cerillion, Tritax Big Box and Gamma Communications during the year. The proceeds from these sales were reallocated to strengthen our existing holdings and to initiate new positions in companies we believe are well-positioned to expand their economic footprint and generate sustainable growth for the portfolio over the long term.
Movements in our holdings are detailed in the Director's Report and over the past twelve months we added four new names to the portfolio:
BOKU INC: (LSE: BOKU)
Boku is a global mobile and online payments platform providing direct carrier billing and digital wallets in over 90 countries. The company's capital-light model, network effects, recurring revenues, and disciplined management align well with our investment philosophy.
KEYSTONE LAW: (LSE: KEYS)
Keystone Law Group is a UK based law firm with a tech enabled platform model, allowing self-employed lawyers to deliver flexible, high-quality legal services.
MONY GROUP: (LSE: MONY)
Mony Group plc is a leading UK-based price comparison website, helping consumers save on financial products, insurance, energy, and broadband services.
SPECTRA: (LSE: SPSY)
Spectra Systems is a leader in optical and sensor-based security technology, offering end-to-end systems from specialized materials and sensors to software platforms and fully printed secure products for use in currency, documents, goods, and gaming integrity.
Productivity, Growth and Opportunity in UK Small and Mid-Caps
Our portfolio is deliberately focused on UK small and mid-cap businesses, where improvements in productivity tend to translate directly and disproportionately into cash flow and returns on capital. These companies are not pursuing artificial intelligence as a theme, but rather they are adopting practical tools that simplify operations, reduce costs, improve pricing discipline, and allow revenues to scale without a commensurate increase in capital or headcount.
As American Economist Nouriel Roubini has observed, the broad adoption of AI has the potential to lift corporate profitability on a structural basis, not merely as a cyclical rebound. For smaller, well-managed companies, even incremental gains in efficiency can materially enhance margins and free cash flow. We believe this dynamic will continue to work quietly in favour of our holdings through the remainder of the decade.
Improving productivity, firmer growth dynamics, and easing financial conditions provide a constructive backdrop for our portfolio. Supported by a strong income profile and attractive long-term return potential, we remain focused on owning businesses where incremental gains in efficiency and profitability can compound quietly over time. As ever, valuation and discipline matter, but for patient owners, time remains the decisive advantage.
Portfolio Positioning
In managing portfolios, we remain committed to our core philosophy of focusing on the economics of the business rather than attempting to anticipate short-term macroeconomic outcomes. We focus on owning companies with strong competitive advantages, proven management teams, and clear pathways to sustainable earnings growth. By maintaining a long-term ownership mindset and actively managing position sizes as valuations evolve, we seek to balance risk management with the pursuit of attractive returns.
The current portfolio is a collection of high-growth, high-quality, and capital-light businesses, while the FTSE 100 and FTSE 250 are currently dominated by more traditional, capital-intensive, and slower-growing companies. This is most evident in R&D spending, where our portfolio generally reinvests well into double-digit percentages of its sales back into R&D, whereas the benchmark's R&D intensity tends to be typically in the low single digits of revenue. This focus on innovation has driven much of the faster historical growth metrics for the portfolio, with 5-year Sales and Free Cashflow CAGRs (15.4% p.a. and 18.1% p.a. respectively) over the same period.
Operating margins in our portfolio have been trending up as our companies benefit from continued operating leverage, while operating margins for the benchmark appear to have been declining from around high-single-digit levels five years ago to mid-single-digit levels in the latest year. Across our holdings, 52% maintain EBITDA margins above 15% and 30% exceed 20%.
Our portfolio is also more capital efficient, with 52% improving return on invested capital this year. Balance sheets remain healthy: 78% of holdings operate with gearing below 30%, and approximately 74% maintain net-cash balance sheets.
We would expect that these higher-than-average operating metrics should show up in higher-than-average return drivers for the portfolio. In addition, the current expected returns for the portfolio are as good as they have ever been.
The Year Ahead
As we look to 2026, the continued expansion of AI and data-driven technologies will remain a powerful structural growth driver, although second-order effects warrant close attention. With the large proportion of our holdings actively deploying AI and many releasing new innovations this year, we are positioned to benefit as AI moves from infrastructure investment to enterprise applications and productivity gains.
Rising demand for energy, computing infrastructure, and specialized labour may create both opportunities and constraints, reinforcing the importance of careful stock selection. Our focus on companies with strong competitive positions (91% gained market share this year) on the back of pricing power and exceptional customer retention provides resilience against these pressures.
The current dislocation between quality metrics and market prices also creates opportunity and with fundamentals intact and valuations compressed, the conditions for outperformance are in place.
We are encouraged by the recent recovery in our companies' price-to-earnings (P/E) ratios, rebounding from prior lows. Coupled with strong short-term financial performance evidenced by organic sales growth, solid earnings, and rising dividends this reinforces our confidence in their future prospects. These positive developments point to a promising trajectory for further valuation growth across our portfolio. These market conditions are ideal for investors seeking resilient, growth-oriented high-quality investments, positioning them well for long-term outperformance.
Update
The unaudited NAV on 28 February 2026 was 170.7p per share - an increase of 0.7% from 31 December 2025. The share price on the same day was 135p (trading at a discount of 21%). Further updates can be found at www.athelneytrust.co.uk
Dr Manny Pohl AM
3 March 2026
Section 172(1) Statement
The Directors of the Company are required to promote the success of the Company for the benefit of the Members and Shareholders as a whole. Section 172(1) of the Companies Act (2006) expands this duty and requires the Directors to consider a broader range of interested parties when considering the promotion of the Company. This wider group of stakeholders will include employees, if any, suppliers, customers and others, and the Board will look to understand and take into account the needs of each stakeholder, although recognising that different stakeholders may have conflicting priorities and not all decisions made will be to the benefit of all stakeholder groups.
When making decisions the Board should consider the following:
· the likely consequences of any decisions in the long-term;
· the interests of the Company's employees (if applicable);
· the impact of the Company's operations on the environment and the community;
· the need to foster the Company's business relationships with suppliers, customers and others;
· the need to act fairly for all members of the Company, and
· the desirability of the Company maintaining a reputation for high standards of business conduct.
In line with similar small Investment Trusts and Investment Companies, Athelney Trust plc does not have any customers and relies on a number of third-party providers of services such as Company Administrator, the Custodian and the Registrar to maintain its operations. The Company takes into account the regulations of the market in which it operates and has regard to the environment and the wider community in which it operates.
At every Board meeting the Directors review the performance of the Company towards meeting the Company's Investment Objective through its strategy. EC Pohl Pty Ltd was appointed the Investment Manager on 1 January 2025, Manny Pohl the Managing Director and Richard Obree from EC Pohl Pty Ltd report to other Board members and answers any questions raised. Compliance with existing regulatory and legal requirements is reviewed, together with any new regulations that are due to be introduced or are being proposed that may affect the Company.
Whilst the Board recognises the importance of giving due consideration to our stakeholders is not new, S172 requires that the Board elaborates on how it discharges its duties in this respect.
We have categorised our key stakeholders into two groups.
· Shareholders
· Investment Manager, Company administrator and other service providers.
Shareholders
The Company produces Annual and Half Yearly Reports and monthly fact sheets which are all available from the Company's website and paper copies are available on request from the registered office. The publication of these reports is considered to be the primary method of communication to Shareholders and other readers of the reports and provides detailed information on the portfolio, performance over the period and an assessment of the outlook for the Company.
The Annual Report also contains details regarding the Company's corporate governance and the Board seeks to ensure that the Report is readable and is mindful that it should be fair, balanced and understandable.
The Board also encourages all Shareholders to attend and participate at its Annual General Meeting ("AGM"). The Board is available to answer questions directly from Shareholders, to provide an update to the meeting and to offer Shareholders an insight into the business.
Shareholders who attend the AGM are also invited to attend a small luncheon after the AGM to engage in a less formal setting with the Board and other shareholders.
Shareholders can contact the Company or any of its Directors through the Company Secretary or through their company email addresses.
Investment Manager
On 1 January 2025 EC Pohl & Co Pty Ltd was appointed as Investment Manager. Details regarding the appointment and the agreement can be found in note 8 on page 39.
Manny Pohl acts as their Chief Investment Officer and Athelney Trust's Fund Manager. Regular communication is maintained between the Fund Manager, his colleagues and the Directors advising them of all matters concerning the Company's investments.
Manny Pohl and EC Pohl & Co Pty Ltd has several other funds (including a Dublin-based UCITS ICAV) and listed Investment Companies that it also manages, with total assets under management of A$3bn. EC Pohl & Co Pty Ltd is a leading, award winning investment manager with extensive expertise in global equity investment. EC Pohl & Co Pty Ltd.'s approach is anchored in sustainability and responsible investment principles, aligning its investment strategies with long-term environmental, social and governance considerations.
EC Pohl & Co Pty Ltd has a team of 8 investment professionals with over 145 years of combined investment experience.
We believe this experience is highly valuable to Athelney Trust.
Company Administrator and other Service Providers
The Board seeks to maintain regular and constructive contact with its service providers to ensure that the Company runs smoothly and all obligations are met in a timely manner.
Deborah Warburton acted as Company Secretary and GW & Co. Limited as the Administrator. Regular communication is maintained between the Company Secretary and the Directors advising them of all matters concerning the Company. The Company also relies on the provision of services from outside parties to operate and considers the needs and objectives of those providers and recognises that their success will often assist the Company in achieving its objectives.
As explained within the Report of the Directors on pages 21 to 23, the Company carries on business as an investment trust. Investment trusts are collective closed-ended public limited companies.
Board
The Board of Directors is responsible for the overall stewardship of the Company, including investment and dividend policies, corporate and gearing strategy, corporate governance procedures and risk management. Biographical details of the three male Directors, can be found on pages 2 and 3.
Investment Objective
The investment objective of the Trust is to provide shareholders with prospects of long-term capital growth with the risks inherent in small cap investment minimised through a spread of holdings in quality small cap companies that operate in various industries and sectors. The investment Manager also considers that it is important to maintain a progressive dividend record.
Investment Policy
The assets of the Trust are allocated predominantly to companies with either a full listing on the London Stock Exchange or a trading facility on AIM or AQSE. The assets of the Trust have been allocated in two main ways: first, to the shares of those companies which have grown steadily over the years in terms of revenue and profits but, despite this progress are undervalued by the market when compared to future earnings and dividends; second, those companies whose shares are undervalued by the market when compared with the value of land, buildings, other assets or cash on their balance sheet.
Investment Strategy
The investment strategy employed by the Investment Manager in meeting the investment objective focuses on active stock selection. The selection of individual holdings is based on analysis of, amongst other things, market positioning, competitive advantage, future
growth, financial strength and cash flows. The weighting of individual investments reflects the Investment Manager's conviction in the expected future returns from those holdings.
Investment of Assets
At each Board meeting, the Board considers compliance with the Company's investment policy and other investment restrictions during the reporting period. An analysis of the portfolio on 31 December 2025 can be found on pages 11 and 12 of this report.
Responsible Ownership
EC Pohl & Co take a particular interest in corporate governance and social responsibility as part of their investment approach. As stated within the Corporate Governance Statement on pages 16 to 18, EC Pohl & Co Pty Ltd.'s current policy is available on their website ecpohl.com.
Review of Performance and Outlook
Reviews of the Company's returns during the financial year, the position of the Company at the year end, and the outlook for the coming year are contained in the Chair's Statement on pages 4 to 6 and the Investment Manager's review on pages 7 to 10 which form part of the Strategic Report.
Principal Risks and Uncertainties and Risk Management
As stated within the Corporate Governance Statement on pages 16 to 18, the Board applies the principles detailed in the internal control guidance issued by the Financial Reporting Council, and has established a continuing process designed to meet the particular needs of the Company in managing the risks and uncertainties to which it is exposed.
The principal risks and uncertainties faced by the Company are described below and an explanation as to how these have been mitigated or managed is also provided. The key business risks affecting the Company are:
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RISK |
MITIGATION |
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BUSINESS RISK |
The financial performance, market position, or growth prospects of investee companies may deteriorate or fail to meet expectations and result in loss of shareholders confidence. |
Company looks to invest in businesses that can demonstrate resilient characteristics and a shared philosophy around long term creation of value. |
|
MONETARY RISK |
Changes in monetary policy and the monetary response to changing economic conditions including inflationary pressures, may adversely affect the market value of the Company's assets. |
The Company owns a portfolio of assets that possess an enduring real value whether from the underlying vale of the investments or from their ability to create an income stream. |
|
CONCENTRATION RISK |
Excessive exposure to a single stock or sector may increase the Company's vulnerability to adverse market movements. |
No single investment shall exceed 15% of gross assets, nor shall the income derived from it exceed 20% of total revenue, at the time of acquisition. |
|
OPERATIONAL RISK |
The Company relies on third-party service providers, including EC Pohl Pty Ltd (Investment Manager), GW & Co Limited (administrator), and James Sharp (custodian). Failures in their internal controls or operations could result in financial loss. |
The Board formally reviews the Company's service providers on an annual basis. |
The other risks that affect the company but are not considered key risks are listed below.
· Global conflict - The continuing war between Russia and Ukraine, and the Middle East has had a significant impact, inter alia, on inflation and, in conjunction with affairs in China, an impact on supply chains and globalisation. Investee companies will vary as to the impact on them and their ability to adapt.
· Inflationary pressure - Inflation escalated sharply in 2024 which carried over in to 2025, with the Bank of England raising interest rates on several occasions in an attempt to reduce the level of inflation. This has stabilised in 2025 however not all investee companies are well-placed to pass on cost pressures to their customers.
· Market - the Company's fixed assets consist almost entirely of listed securities and it is therefore exposed to movements in the prices of individual securities and the market generally.
· Investment and strategic - incorrect investment strategy, asset allocation, stock selection and the use of gearing could all lead to poor returns for shareholders.
· Regulatory - Relevant legislation and regulations which apply to the Company include the Companies Act 2006, the Corporation Tax Act 2010 ("CTA") and the Listing Rules of the Financial Conduct Authority ("FCA"). The Company has noted the recommendations of the UK Corporate Governance Code and its statement of compliance appears on pages 16 to 18. A breach of the CTA could result in the Company losing its status as an investment company and becoming subject to capital gains tax, whilst a breach of the Listing Rules might result in censure by the FCA. At each Board meeting the status of the Company is considered and discussed, so as to ensure that all regulations are being adhered to by the Company and its service providers.
· Financial - inadequate controls by the Investment Manager or other third-party service providers could lead to misappropriation of assets. Inappropriate accounting policies or failure to comply with accounting standards could lead to misreporting or breaches of regulations.
· Liquidity - the Company may have difficulty in meeting obligations associated with financial liabilities.
· Interest rate risk - this is not considered to be a direct risk to the Company other than through its effect on investee companies.
· Trading - the Company is a small trust and its shares can be illiquid, which means that investors may have difficulty in dealing in larger amounts of shares.
· Geopolitical risk - some of the companies that we have invested in trade globally and their value may be affected by international political developments, changes in government and their policies, changes in taxation, restrictions in foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of countries in which they operate.
The Company has complied with the MiFID ll and KID legislation and the deadlines to ensure that shares in the Company were still able to be traded. A copy of the Company's KID can be found on the website http://www.athelneytrust.co.uk
The Board is not aware of any breaches of laws or regulations during the period under review and up to the date of this report.
The Board seeks to mitigate and manage these risks through continual review, policy setting and enforcement of contractual obligations. It also regularly monitors the investment environment and the management of the Company's investment portfolio. Investment risk is spread through holding a wide range of securities in different industrial sectors.
Statement Regarding Annual Report and Financial Statements
Following a detailed review of the Annual Report and Financial Statements by the Audit Committee, the Directors consider that taken as a whole it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
The Directors have adopted best practices as described by the AIC's Statement of Recommended Practice on financial statements dated July 2022.
Greenhouse Gas Emissions, Environment and Community
As an investment company with its activities outsourced to third parties or self managed by the Non-Executive Directors, the Company's own direct environmental impact is minimal. The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013. As the Company does not have any direct employees nor any physical office environment of its own it has little direct impact on the community or the environment. The Company seeks to reduce its impact on the environment in encouraging Shareholders to receive Reports electronically rather than through printed hard copies. When paper copies are requested FSC paper is used. The Board also engage through electronic means where possible rather than hold excessive face to face meetings.
Furthermore, the Company considers itself to be a low energy user under the Streamlined Energy & Carbon Reporting regulations and therefore is not required to disclose energy and carbon information.
Social, Community and Human Rights issues
The Company does not have any employees as a result no issues exist in respect of social, community or human rights issues.
Alternative Investment Fund Manager's Directive ("AIFMD")
The Company was registered with the FCA under AIFMD for the period to 31 December 2024 as its own AIFM. The Company de-registered with the FCA in March 2025 upon the appointment of EC Pohl Pty Ltd as the Investment Manager from 1 January 2025.
For and on behalf of the Board
Dr Manny Pohl AM
Managing Director
3 March 2026
The Directors are responsible for preparing the Annual Report and the financial statements and have elected to prepare them in accordance with applicable United Kingdom law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period.
In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy, at any time, the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Report of the Directors, a Strategic Report, Directors' Remuneration Report and Corporate Governance Statement.
The Directors state that to the best of their knowledge:
• the Financial Statements, prepared in accordance with UK Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and net return of the Company;
• the Annual Report and accounts, taken as a whole, are fair, balanced and understandable and provide the necessary information for shareholders to assess the Company's position and performance, business model and strategy; and
• the Chair's Statement and Report of the Directors include a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces.
The Directors are responsible for the maintenance and integrity of the corporate and financial information related to the Company including on the Company's website http://www.athelneytrust.co.uk
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
For and on behalf of the Board
Dr Manny Pohl AM
Managing Director
3 March 2026
|
|
|
|
2025 2024
|
|
Note |
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
|
|
|
£ |
£ |
£ |
|
£ |
£ |
£ |
|
Losses on investments held at fair value |
9 |
- |
(275,558) |
(275,558) |
|
- |
(310,888) |
(310,888) |
|
Income from investments |
2 |
275,506 |
- |
275,506 |
|
202,843 |
- |
202,843 |
|
Investment management expenses |
3,8 |
(-) |
(2,500) |
(2,500) |
|
(3,133) |
(29,980) |
(33,113) |
|
Other expenses |
3 |
(29,085) |
(110,997) |
(140,082) |
|
(40,154) |
(101,384) |
(141,538) |
|
Net return on ordinary activities before taxation |
|
246,421 |
(389,055) |
(142,634) |
|
159,556 |
(442,252) |
(282,696) |
|
Taxation |
5 |
(224) |
- |
(224) |
|
(448) |
- |
(448) |
|
Net return (negative return) on ordinary activities after taxation |
6 |
246,197 |
(389,055) |
(142,858) |
|
159,108 |
(442,252) |
(283,144) |
|
Net return per ordinary share |
6 |
11.4p |
(18.0)p |
(6.6)p |
|
7.4p |
(20.5p) |
(13.1p) |
|
|
|
|
|
|
|
|
|
|
|
Dividend per ordinary share paid during the year |
7 |
10.0p |
|
|
|
9.9p |
|
|
|
|
|
|
|
|
|
|
|
|
All revenue and capital items in the above statement derive from continuing operations.
No operations were acquired or discontinued during the year.
The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with applicable Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice ("AIC SORP") issued in July 2022 by the Association of Investment Companies.
Company Number: 02933559
|
Note |
|
2025 |
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|||
|
|
|
|
£ |
|
£ |
|
|||
|
Fixed assets |
|
|
|
|
|
|
|||
|
Investments held at fair value through profit and loss |
9 |
|
3,554,783 |
|
3,927,180 |
|
|||
|
|
|
|
|
|
|
|
|||
|
Current assets |
|
|
|
|
|
|
|||
|
Debtors |
10 |
|
29,807 |
|
91,471 |
|
|||
|
Cash at bank and in hand |
|
|
118,191 |
|
43,669 |
|
|||
|
|
|
|
147,998 |
|
135,140 |
|
|||
|
|
|
|
|
|
|
|
|||
|
Creditors: amounts falling due within one year |
11 |
|
(46,231) |
|
(47,124) |
|
|||
|
|
|
|
|
|
|
||||
|
Net current assets |
|
101,767 |
|
88,016 |
|
||||
|
|
|
|
|
|
|
||||
|
Total assets less current liabilities |
3,656,550 |
|
4,015,196 |
|
|||||
|
|
|
|
|
|
|
||||
|
Net assets |
|
3,656,550 |
|
4,015,196 |
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
Capital and reserves |
|
|
|
|
|
||||
|
Called up share capital |
12 |
|
539,470 |
|
539,470 |
|
|||
|
Share premium account |
|
|
881,087 |
|
881,087 |
|
|||
|
Other reserves (non distributable) |
|
|
|
|
|
||||
|
Capital reserve - realised |
|
|
2,373,416 |
|
2,385,266 |
|
|||
|
Capital reserve - unrealised |
|
|
(283,893) |
|
93,312 |
|
|||
|
Revenue reserve (distributable) |
|
|
146,470 |
|
116,061 |
|
|||
|
|
|
|
|
|
|
||||
|
Shareholders' funds - all equity |
|
|
3,656,550 |
|
4,015,196 |
|
|||
|
|
|
|
|
|
|
||||
|
Net Asset Value per share |
14 |
|
169.5p |
|
186.1p |
|
|||
These financial statements were approved and authorised for issue by the Board of Directors on 3 March 2026 and signed on their behalf by
Dr Manny Pohl AM
Managing Director
|
|
Called-up |
|
Capital |
Capital |
|
Total |
|
|
Share |
Share |
reserve |
reserve |
Revenue |
Shareholders' |
|
|
Capital |
Premium |
realised |
unrealised |
reserve |
Funds |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
Balance brought forward at 1 January 2024 |
539,470 |
881,087 |
2,467,624 |
453,206 |
170,583 |
4,511,970 |
|
Net profits on realization |
|
|
|
|
|
|
|
of investments |
- |
- |
49,006 |
- |
- |
49,006 |
|
Decrease in unrealized |
|
|
|
|
|
|
|
Appreciation |
- |
- |
- |
(359,894) |
- |
(359,894) |
|
Expenses allocated to |
|
|
|
|
|
|
|
Capital |
- |
- |
(131,364) |
- |
- |
(131,364) |
|
Profit for the year |
- |
- |
- |
- |
159,108 |
159,108 |
|
Dividend paid in year |
- |
- |
- |
- |
(213,630) |
(213,630) |
|
|
|
|
|
|
|
|
|
Shareholders' Funds at 31 December 2024 |
539,470 |
881,087 |
2,385,266 |
93,312 |
116,061 |
4,015,196 |
|
Balance brought forward at 1 January 2025 |
539,470 |
881,087 |
2,385,266 |
93,312 |
116,061 |
4,015,196 |
|
Net profits on realization |
|
|
|
|
|
|
|
of investments |
- |
- |
101,647 |
- |
- |
101,647 |
|
Decrease in unrealized |
|
|
|
|
|
|
|
Appreciation |
- |
- |
- |
(377,205) |
- |
(377,205) |
|
Expenses allocated to |
|
|
|
|
|
|
|
Capital |
- |
- |
(113,497) |
- |
- |
(113,497) |
|
Profit for the year |
- |
- |
- |
- |
246,197 |
246,197 |
|
Dividend paid in year |
- |
- |
- |
- |
(215,788) |
(215,788) |
|
|
|
|
|
|
|
|
|
Shareholders' Funds at 31 December 2025 |
539,470 |
881,087 |
2,373,416 |
(283,893) |
146,470 |
3,656,550 |
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Cash flows used in operating activities |
|
|
|
|
|
|
|
Net revenue return |
|
|
246,197 |
|
159,108 |
|
|
Adjustment for: |
|
|
|
|
|
|
|
Expenses charged to capital |
|
|
(113,497) |
|
(131,364) |
|
|
Increase/(decrease) in creditors |
|
|
(893) |
|
6,736 |
|
|
Decrease/(increase) in debtors |
|
|
61,664 |
|
46,238 |
|
|
|
|
|
|
|
|
|
|
Cash received/(used) in operations |
|
|
193,471 |
|
80,718 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Purchase of investments |
|
|
(2,707,150) |
|
(998,640) |
|
|
Proceeds from sales of investments |
|
|
2,803,989 |
|
1,134,874 |
|
|
Net cash (used)/received from investing activities |
|
|
96,839 |
|
136,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities Equity dividends paid |
|
|
(215,788) |
|
(213,630) |
|
|
Net cash (used)/received from financing activities |
|
|
(215,788) |
|
(213,630) |
|
|
Net increase/(decrease) in cash |
|
|
74,522 |
|
3,322 |
|
|
|
|
|
|
|
|
|
|
Cash at the beginning of the year |
|
|
43,669 |
|
40,347 |
|
|
Cash at the end of the year |
|
|
118,191 |
|
43,669 |
|
As the company does not have any loans, overdrafts or hire purchase arrangements, net debt is equal to cash and therefore no reconciliation of net debt has been disclosed.
1. Accounting Policies
Athelney Trust Plc is a public limited company, incorporated in England and Wales, registration number 02933559, The address of the registered office is Waterside Court, Falmouth Road, Penryn, Cornwall TR10 8AW.
1.1 Statement of Compliance and Basis of Preparation of Financial Statements
The financial statements are prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 ("FRS 102"), the Companies Act 2006 and with the AIC Statement of Recommended Practice ("SORP") issued in July 2022, regarding the Financial Statements of Investment Trust Companies and Venture Capital Trusts. All the Company's activities are continuing.
The presentation currency of the financial statements is pounds sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest pound.
1.2 Going concern
The Directors have made an assessment of the Company's ability to continue as a going concern. This has included consideration of portfolio liquidity, the financial position in respect of its cashflows, the working arrangements of key service providers, the continued eligibility to be approved as an investment trust company, the impact of the current economic environment and the current conflicts in the Ukraine and the Middle East. In addition the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern.
The Directors are satisfied that the Company has sufficient resources to continue in business for the foreseeable future being a period of at least 12 months from the date these financial statements were approved. Therefore, the financial statements have been prepared on the going concern basis.
1.3 Income
Income from investments including taxes deducted at source is recognised when the right to the return is established (normally the ex-dividend date). UK dividend income is reported net of tax credits in accordance with FRS 102 section 23 "Revenue". Interest is dealt with on an accruals basis.
1.4 Investment Management Expenses and Performance Fee
Ten percent of the directors' salaries have been charged to revenue and the other 90% to capital, 10% of the performance fee will be charged against revenue and 90% against capital. During the year no performance fee was payable. A fixed percentage of all other investment management expenses have been charged to capital. The Board propose continuing this basis for future years.
1.5 Other Expenses
Expenses (including VAT) and interest payable are dealt with on an accruals basis and charged through the Revenue and Capital Accounts in an allocation that the Board consider to be a fair distribution of the costs incurred.
1.6 Taxation
The tax effect of different items of income and expenses is allocated between capital and revenue on the same basis as the particular item to which it relates, using the Company's effective rate of tax for the year.
1.7 Investments
Listed investments comprise those listed on the Official List of the London Stock Exchange. Unlisted investments are traded on AIM or
AQSE. Profits or losses on sales of investments are taken to realised capital reserve. Any unrealised appreciation or depreciation is taken to unrealised capital reserve.
Investments have been classified as "fair value through profit and loss" upon initial recognition.
Subsequent to initial recognition, investments are measured at fair value with changes in fair value recognised in the Income Statement.
Securities of companies quoted on a recognised stock exchange are valued by reference to their quoted bid prices on 31 December.
1.8 Judgements and estimates
The Directors confirm that judgements and estimates have been made in allocating revenue and capital expenditure. In certain instances, the Directors have exercised judgement in allocating specific costs between capital and revenue. This judgement, consistently applied for many years, considers the business effect, the nature of the work undertaken, and whether the time and effort expended contributes to capital growth or revenue generation. In some cases this approach departs from the AIC Statement of Recommended Practice (SORP) issued in July 2022, on allocating certain expenses to capital.
1.9 Deferred Taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed by the balance sheet date. Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities are not discounted.
1.10 Capital Reserves
Capital Reserve - Realised
Gains and losses on realisation of fixed asset investments are dealt with in this reserve. As per the company articles the reserve is not readily distributable.
Capital Reserve - Unrealised
Increases and decreases in the valuations of fixed asset investments are dealt with in this reserve. Unrealised capital reserves cannot be distributed by way of dividends or similar.
1.11 Dividends
In accordance with FRS 102 Section 32 "Events after the end of the Reporting Period", dividends are included in the financial statements in the year in which they go ex-div.
1.12 Share Issue Expenses
The costs associated with issuing shares are written off against any premium arising on the issue of Share Capital.
1.13 Financial Instruments
Short term debtors and creditors are held at cost.
2. Income
Income from investments
|
|
2025 |
2024 |
|
|
£ |
£ |
|
UK dividend income |
227,271 |
134,278 |
|
Foreign dividend income |
592 |
- |
|
UK Property REITs |
46,516 |
66,205 |
|
Bank interest |
1,127 |
2,360 |
|
Total income |
275,506 |
202,843 |
UK dividend income
|
|
2025 |
2024 |
|
|
£ |
£ |
|
UK Main Market listed investments |
207,881 |
86,777 |
|
UK AIM-traded shares |
66,498 |
47,501 |
|
|
274,379 |
134,278 |
3. Return on Ordinary Activities before Taxation
The following amounts (inclusive of VAT) are included within investment management and other expenses:
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Directors' remuneration: |
|
|
|
Services as a director |
21,000 |
21,000 |
|
Otherwise in connection with management |
- |
31,325 |
|
Auditor's remuneration: |
|
|
|
Audit Services - Statutory audit |
|
|
|
Menzies LLP/Beever and Struthers |
43,200 |
42,000 |
|
Moore Kingston Smith |
- |
2,460 |
|
Miscellaneous expenses: |
|
|
|
Management services |
33,268 |
32,472 |
|
PR and communications |
3,972 |
4,383 |
|
Stock exchange subscription |
13,200 |
12,780 |
|
Sundry investment management and other expenses |
24,994 |
28,231 |
|
Legal fees |
2,948 |
- |
|
|
142,582 |
174,651 |
4. Employees and Directors' Remuneration
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Costs in respect of Directors: |
|
|
|
Non-executive Directors' fees |
21,000 |
21,000 |
|
Wages and salaries |
- |
31,325 |
|
|
21,000 |
52,325 |
Average number of employees:
In moving to External Fund Management, the employment of Manny Pohl as Fund Manager was terminated in 2025, leaving the Company with no employees (2024:one)
The company has 3 non-executive directors, one of whom has been nominated as Managing Director.
5. Taxation
Current tax:
|
|
2025 |
2024 |
|
|
£ |
£ |
|
UK current tax expense |
224 |
448 |
|
Tax on profit |
224 |
448 |
(ii) Factors affecting the tax charge for the year.
The tax charge for the period is higher than (2024: higher than) the average small company rate of corporation tax in the UK of 19%. The differences are explained below:
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
The Company has unrelieved excess revenue management expenses of £983,121 at 31 December 2025 (2024: £889,360) and £102,597 (2024: £102,597) of capital losses for Corporation Tax purposes which are available to be carried forward to future years. It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset has been recognised.
Historically the Company has received approval from HM Revenue and Customs under Section 1158 of the Corporation Tax Act 2010, as a result of this approval the Company is not liable to Corporation Tax on any realised investment gains. The Directors intend to continue to meet the conditions required to obtain approval and therefore no deferred tax has been provided on any capital gains or losses arising on the revaluation or disposal of investments.
The Directors are fully aware that the Company is not a close company and of the rules associated with this status. The Company holds its Investment Trust status under the S446 Corporation Tax Act 2010 exemption because more than 35% of the company's shares are held by the public and have been actively traded in the past 12 months on the London Stock Exchange and this is regularly reviewed by the Directors.
6. Return per Ordinary Share
Returns per share are based on the weighted average number of shares in issue during the year.
|
|
|
2025 |
|
|
|
£ |
£ |
£ |
|
|
Revenue |
Capital |
Total |
|
Attributable return on ordinary activities after taxation |
246,197 |
(389,055) |
(142,858) |
|
Weighted average number of shares |
|
2,157,881 |
|
|
Return per ordinary share |
11.4p |
(18.0p) |
(6.6p) |
|
|
|
2024 |
|
|
|
£ |
£ |
£ |
|
|
Revenue |
Capital |
Total |
|
Attributable return on ordinary activities after taxation |
159,108 |
(442,252) |
(283,144) |
|
Weighted average number of shares |
|
2,157,881 |
|
|
Return per ordinary share |
7.4p |
(20.5p) |
(13.1p) |
7. Dividend
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Final dividend in respect of 2024 of 7.6p (2024: a final dividend of 7.6p was paid in respect of 2023) per share |
163,999 |
163,999 |
|
|
|
|
|
Interim dividend in respect of 2025 of 2.4p (2024: an interim dividend of 2.3p was paid in respect of 2024) per share |
51,790 |
49,631 |
|
|
215,789 |
213,630 |
|
|
|
|
The Company's status as an Investment Trust under Section 1158 of the Corporation Tax Act requires that no more than 15% of the distributable revenue profits in a year can be retained from the revenue available for distribution in that year. Revenue profits for the year were £246,197.
An interim dividend of 2.4p per ordinary share was paid on 26 September 2025 amounting to £51,790. It is recommended that a final dividend of 7.6p (2024: 7.6p) per ordinary share be paid totaling £163,999 making the total dividend payable in the year £215,789. In deciding on the proposed final dividend, the Directors have considered the expected accumulated realised distributable profits to 31 March 2026 and concluded these will be in excess of the proposed dividend.
Summary of dividends paid for the last 10 financial years
|
|
|
|
8. Management Services Agreement
In accordance with a Management Services Agreement entered into in 2025 the Company has engaged the Investment Manager to manage the investment portfolio. Under the agreement the Investment Manager will only receive a performance fee, payable annually in arrears, equal to 10% of the amount by which the Company's annual portfolio performance before tax exceeds the interest rate payable on bank bills for that year. If the portfolio's net performance in the year is less than the interest rate payable on bank bills for that year, then no performance fee will be payable. As the portfolio performance was negative over the past twelve months no fee was payable. The allocation of the performance fee between capital and revenue will be 10% revenue and 90% capital as agreed by the Investment Manager and the Directors.
9. Investments
|
Movements in year |
2025 |
2024 |
|
|
£ |
£ |
|
Valuation at beginning of year |
3,927,180 |
4,374,302 |
|
Purchases at cost |
2,707,150 |
998,640 |
|
Sales - proceeds |
(2,803,989) |
(1,134,874) |
|
- realised gains on sales |
101,647 |
49,006 |
|
Decrease in unrealised appreciation |
(377,205) |
(359,894) |
|
Valuation at end of year |
3,554,783 |
3,927,180 |
|
|
|
|
|
Book cost at end of year |
3,838,676 |
3,833,868 |
|
(Decrease)/increase in unrealised appreciation at the end of the year |
(283,893) |
93,312 |
|
|
3,554,783 |
3,927,180 |
|
|
|
|
|
UK Main Market listed investments |
2,582,208 |
2,870,580 |
|
UK AIM-traded shares |
972,575 |
1,056,600 |
|
|
3,554,783 |
3,927,180
|
Gains on investments
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Realised gains on sales |
101,647 |
49,006 |
|
Decrease in unrealised appreciation |
(377,205) |
(359,894) |
|
|
(275,558) |
(310,888) |
The purchase costs and sales proceeds above include transaction costs of £23,461 (2024: £9,047) and £15,436 (2024: £5,979) respectively.
10. Debtors
|
|
2025 |
2024 |
|
|
|
|
£ |
£ |
|
|
|
Investment transaction debtors |
15,223 |
70,002 |
||
|
Other debtors |
14,584 |
21,469 |
||
|
|
29,807 |
91,471 |
||
11. Creditors: amounts falling due within one year
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Social security and other taxes |
830 |
98 |
|
Other creditors |
- |
2,850 |
|
Accruals and deferred income |
45,401 |
44,176 |
|
|
46,231 |
47,124 |
12. Called Up Share Capital
|
|
2025 |
2024 |
|
|
|
£ |
£ |
|
|
Authorised 10,000,000 Ordinary Shares of 25p |
2,500,000 |
2,500,000 |
|
|
Allotted, called up and fully paid 2,157,881 Ordinary Shares of 25p |
539,470 |
539,470 |
|
13. Financial Instruments
The Company's financial instruments comprise equity investments, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement.
The major risks associated with the Company are market, credit and liquidity risk. The Company has established a framework for managing these risks. The Directors have guidelines for the management of investments and financial instruments.
Market Risk
Market price risk arises mainly from uncertainty about future prices of financial investments used in the Company's business. It represents the potential loss the Company might suffer through holding market positions by way of price movements other than movements in exchange rates and interest rates.
The Company's investment portfolio is exposed to market price fluctuations which are monitored by the Investment Manager who gives timely reports of relevant information to the Directors.
Adherence to the Investment Objective and the internal controls on investments set by the Company mitigates the risk of excessive exposure to any one particular type of security or issuer.
The Company's exposure to other changes in market prices at 31 December on its investments is as follows:
A 20% decrease in the market value of investments at 31 December 2025 would have decreased net assets attributable shareholders by 33 pence per share (2024: 37 pence per share). An increase of the same percentage would have an equal but opposite effect on net assets attributable to shareholders.
Market risk also arises from changes in interest rates and exchange risk. All of the Company's assets are in sterling and accordingly the Company has limited currency exposure. The majority of the Company's financial assets are non-interest bearing, as a result, the Company's financial assets are not subject to significant risk due to fluctuations in the prevailing levels of market interest rates.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the balance sheet date. Bankruptcy or insolvency of the custodian may cause the Company's rights with respect to securities held with the custodian to be delayed.
Liquidity Risk
Liquidity Risk is the risk that the Company may have difficulty in meeting obligations associated with financial liabilities. The Company is able to reposition its investment portfolio when required so as to accommodate liquidity needs. However, it may be difficult to realise its investment portfolio in adverse market conditions.
Maturity Analysis of Financial Liabilities
The Company's financial liabilities consist of creditors as disclosed in note 11. All items are due within one year.
Capital management policies and procedures
The Company's capital management objectives are:
• to ensure the Company's ability to continue as a going concern;
• to provide an adequate return to shareholders;
• to support the Company's stability and growth;
• to provide capital for the purpose of further investments.
The Company actively and regularly reviews and manages its capital structure to ensure an optimal capital structure, taking into consideration the future capital requirements of the Company and capital efficiency, projected operating cash flows and projected strategic investment opportunities. The management regards capital as total equity and reserves, for capital management purposes.
Fair values of financial assets and financial liabilities
Fixed asset investments (see note 9) are valued at market bid price where available which equates to their fair values. The fair values of all other assets and liabilities are represented by their carrying values in the balance sheet.
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Fair value through profit or loss investments |
3,554,783 |
3,927,180 |
Financial instruments by category
The financial instruments of the Company fall into the following categories
31 December 2025
|
|
At Amortised Cost |
Assets at fair value through profit or loss |
Total |
|
Assets |
£ |
£ |
£ |
|
Investments |
- |
3,554,783 |
3,554,783 |
|
Debtors |
24,597 |
- |
24,597 |
|
Cash at bank |
118,191 |
- |
118,191 |
|
Total |
142,788 |
3,554,783 |
3,697,571 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Creditors |
45,401 |
- |
45,401 |
|
Total |
45,401 |
- |
45,401 |
31 December 2024
|
|
At Amortised Cost |
Assets at fair value through profit or loss |
Total |
|
|
Assets |
£ |
£ |
£ |
|
|
Investments |
- |
3,927,180 |
3,927,180 |
|
|
Debtors |
91,471 |
- |
91,471 |
|
|
Cash at bank |
43,669 |
- |
43,669 |
|
|
Total |
135,140 |
3,927,180 |
4,062,320 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Creditors |
47,026 |
- |
47,026 |
|
|
Total |
47,026 |
- |
47,026 |
|
|
|
|
|
|
|
Fair value hierarchy
In accordance with FRS 102, the Company must disclose the fair value hierarchy of financial instruments.
The fair value hierarchy consists of the following three classifications:
Classification 1 - Quoted prices in active markets for identical assets or liabilities.
Quoted in an active market in this context means quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm's length basis.
Classification 2 - The price of a recent transaction for an identical asset, where quoted prices are unavailable.
The price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If it can be demonstrated that the last transaction price is not a good estimate of fair value (e.g. because it reflects the amount that an entity would receive or pay in a forced transaction, involuntary liquidation or distress sale), that price is adjusted.
Classification 3 - Inputs for the asset or liability that are based on observable market data and unobservable market data, to estimate what the transaction price would have been on the measurement data in an arm's length exchange motivated by normal business considerations.
The Company only holds classification 1 investments (2024: classification 1 investments only).
14. Net Asset Value per Share
The net asset value per share is based on net assets of £3,554,783 (2024: £4,015,196) divided by 2,157,881 (2024: 2,157,881) ordinary shares in issue at the year end.
|
|
2025 |
2024 |
|
|
£ |
£ |
|
Net asset value per share |
169.5p |
186.1p |
|
|
|
|
15. Related Party Disclosures
During the year the following dividends were paid to the Directors of the Company as a result of their total shareholding:
|
Dr E C Pohl AM |
|
£8,600¹ |
|
Simon Moore |
|
£6,750 |
|
Frank Ashton |
|
£ 223 |
The Company engaged the services of EC Pohl & Co Pty as the Investment Manager in January 2025. The Company moved from a monthly fee payable for the Investment Management services performed by Dr Manny Pohl to an annual performance fee payable annually in arrears during the year the performance fee payable was Nil.
Notes:
1. Manny Pohl's relationship with EC Pohl & Co Pty Ltd is described in Note 1 to the table of Directors' interests on page 25. During the year dividends amounting to £8,600 were paid to EC Pohl & Co Pty Ltd.
Fraud warning
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way you will probably lose your money. Detailed advice on how to avoid and report potential investment scams is available on the FCA website: www.fca.org.uk/scamsmart.
FURTHER INFORMATION
The Annual General Meeting of the Company will be held on Wednesday 15 April 2026 at 12.00 noon at the offices of Druces LLP, 99 Gresham St, London EC2V 7NG
A copy of the Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . This document will also be available on the Company's website at https://www.athelneytrust.co.uk/