RIGHTS AND ISSUES
INVESTMENT TRUST PLC
Annual Financial Report
for the year ended 31st December 2025
Front cover image
(source: Shutterstock)
Inside front cover image
(source: Shutterstock)
Contents
Investment Objective, Policy and Approach....................................................................................................................................................2
Capital Structure ............................................................................................................................................................................................................2
Performance Statistics.................................................................................................................................................................................................3
Historic Record ...............................................................................................................................................................................................................4
Chairman’s Statement..................................................................................................................................................................................................5
Investment Manager’s Review .................................................................................................................................................................................7
Portfolio Statement....................................................................................................................................................................................................10
Strategic Report .............................................................................................................................................................................................................11
Report of the Directors............................................................................................................................................................................................24
Corporate Governance Statement.....................................................................................................................................................................27
Report of the Audit, Risk and Compliance Committee............................................................................................................................32
Directors’ Annual Remuneration Report ..........................................................................................................................................................35
The Company’s Policy on Directors’ Remuneration....................................................................................................................................37
Statement of Directors’ Responsibilities..........................................................................................................................................................39
Independent Auditor’s Report..............................................................................................................................................................................40
Statement of Comprehensive Income..............................................................................................................................................................47
Statement of Financial Position ...........................................................................................................................................................................48
Statement of Changes in Equity..........................................................................................................................................................................49
Cash Flow Statement................................................................................................................................................................................................50
Notes to the Financial Statements ......................................................................................................................................................................51
Company Information ..............................................................................................................................................................................................64
Registration Details.....................................................................................................................................................................................................64
Glossary of Terms (including Alternative Performance Measures)......................................................................................................65
Notice of Annual General Meeting ....................................................................................................................................................................67
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
1
Investment Objective, Policy and Approach
The Company’s objective is to exceed the benchmark index over the long term whilst managing risk.
The Company invests in equities with an emphasis on smaller companies. UK smaller companies will normally
constitute at least 80% of the investment portfolio. UK smaller companies include both listed securities and those
admitted to trading on the Alternative Investment Market (“AIM”).
The investment portfolio will normally lie in the range of 80% to 100% of shareholders’ funds with the remainder
being held in cash.
In February 2026 the Board thoroughly reviewed the performance of the Company in the context of the investment
objective, the investment policy and the continuation of the Company. The Directors unanimously supported the
continuation for a minimum period of five years to 2031.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
2
Capital Structure
ISSUED SHARE CAPITAL
(at 31st December 2025)
4,780,643 Ordinary shares of 25p each.
INCOME ENTITLEMENT
Equal entitlement to dividends and other distributions.
CAPITAL ENTITLEMENT
Equal entitlement to the surplus assets.
VOTING
One vote per Ordinary share.
PRICE (mid-market)
(at 31st December 2025)
1990.0p
DIVIDEND YIELD*
2.3%
DISCOUNT*
(at 31st December 2025)
23.6%
*Alternative Performance Measure (APM). Further
information on APMs is shown in the Glossary of Terms
on pages 65 and 66.
DISCOUNT MANAGEMENT POLICY
On 7th December 2016, the Company implemented
share buy-back arrangements to encourage the level
of discount to be not more than 10%.
The Company seeks to renew the share buyback
authority at each Annual General Meeting (‘AGM’). In
light of some opposition to the share buyback
resolution, primarily from a single material shareholder
(and related interests), at the 2025 AGM the buyback
resolution was withdrawn from the business of the
meeting. A General Meeting of the Company was
convened and held in May 2025 at which the buyback
resolution was put to shareholders. The resolution was
defeated by a small margin, again due to opposition
from the same shareholder.
Consequently, the Company has been unable to buy
back shares since 24th March 2025. The buyback
resolution will be proposed again at the 2026 AGM as
both a special and ordinary resolution; if one of these
resolutions is passed, the Board intends to reinstate the
share buyback programme.
SHARE BUY BACKS
In the period up to 24th March 2025, when the share
buyback authority lapsed, the Company bought back
61,160 Ordinary shares for cancellation and accordingly
paid £1.29 million consideration.
RIGHTS AND ISSUES INVESTMENT TRUST PLC (“THE COMPANY”) MAY BE LIQUIDATED AT ANY TIME, BUT
THE BOARD OF DIRECTORS HAS CONCLUDED THAT IT IS NOT ITS PRESENT INTENTION TO DO SO PRIOR TO
JULY 2031.
Note: The above is a summary of rights. For full information shareholders should refer to the Articles of Association.
Strategic Report
Performance Statistics
31st December 31st December Change
2025 2024 %
NAV per Share 2603.7p 2543.4p 2.4%
Discount to NAV (23.6%) (6.4%) (17.2%)
Closing mid-market price per Ordinary Share 1990.0p 2380.0p (16.4%)
Dividends per Ordinary Share 45.00p 44.00p
Dividend yield* 2.3% 1.8%
Ongoing Charges* 1.0% 0.9%
Earnings per Ordinary Share – basic
Revenue 49.2p 42.1p
Capital 49.9p 181.2p
NAV return* 2.4% 8.8%
FTSE All-Share Capital Index 19.8% 5.5%
Dividend Yield 2025 2024
Total Dividends paid per ordinary share (a) 45.00p 44.00p
NAV per Ordinary Share (b) 1990.0p 2380.0p
Dividend Yield (a) / (b) 2.3% 1.8%
Ongoing Charges 2025 2024
Investment management fee (£’000)
†
603 672
Other expenses (£’000) 565 522
Total Expenses (£’000) (a) 1,168 1,194
Average NAV (£’000) (b) 121,233 134,330
Ongoing Charge (a) / (b) 1.0% 0.9%
†
Following the appointment of Jupiter Unit Trust Managers as Investment Manager on 3rd October 2022, a
management fee is payable quarterly to the Investment Managers. For more information see Note 3 on page 53.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
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Historic Record
Net asset value Net FTSE All Share Capital
Year to Net asset value per share dividend FTSE All Share Index (Rebased
31st December per share (Rebased 2016 = 100) per share Capital Index 2016 = 100)
2016 2002.2p 100 52.50p* 3873.22 100
2017 2372.3p 118 30.75p 4221.82 109
2018 2118.1p 106 31.50p 3675.27 95
2019 2275.2p 114 32.25p 4196.47 108
2020 2258.9p 113 32.25p 3673.63 95
2021 3036.6p 152 34.75p 4208.02 109
2022 2283.2p 114 40.00p 4075.13 105
2023 2337.1p 117 43.00p 4232.01 109
2024 2543.4p 127 44.00p 4467.80 115
2025 2603.7p 130 45.00p 5350.38 138
* Includes Special Dividend
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
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Chairman’s Statement
Market backdrop
For UK small cap industrials and this investment trust which focuses on them 2025 can be
described as a hard year. Before I discuss market backdrop, I must say this has been a
difficult report to write. I think the first topic I should address is to acknowledge the very
disappointing financial results our Company has produced in 2025 and to let you know
that your Board recognises this. The reasons are set out later in this report and I invite you
to attend the forthcoming Annual General Meeting (AGM) to discuss this. This poor
performance is, and should be, at the front of our minds.
To provide some background it’s worth reflecting on the market backdrop. The first part of 2025 was driven by events
and commentary from the US and, amongst many, the proposed tariff policies come to mind. As we entered the
second quarter, markets steadied as they realised these factors had more limited impact than anticipated. Certain
sectors and geographies started to perform strongly. We also noted steady declines in inflation and interest rates.
Despite these improving market dynamics the Company’s shares yielded a negative return of -12.4%*, including
dividends. This is a disappointing result, even more so, when compared to our chosen benchmark the FTSE All Share
Capital Return Index which yielded a positive return of 19.8%, against the FTSE All-Share Total Return which yielded
a positive total return of 24.0% which is used by the Investment Manager. These are the facts. What is behind them
is important. The most significant driver of these numbers is the widening discount to NAV. Shareholders will recall
that the resolution authorising the Company to buy back its own shares was defeated. This mechanism has, with
our shareholders’ approval, been used to manage the discount to Net Asset Value (NAV) for many years. Another
factor that affected our performance was the continuing low levels of activity and appetite for investment in the
small-cap sector which significantly underperformed the FTSE 100. The level of takeover activity in the small-cap
sector is worthy of note too as this might suggest the market is undervaluing good companies. Notwithstanding
the widening of the discount, the Company’s performance was a positive 4.2%. Whilst still disappointing it highlights
the importance of a buyback programme to defend value and provide liquidity. You will note in the Investment
Manager’s Review that we are now using an additional benchmark to better understand performance, the Deutsche
Numis Smaller Companies (ex-Investment Trusts) Index (DNSCI). The relative performance of small-caps to large-
caps is also discussed later in this report. None of these benchmarks is a perfect comparator but they do provide
helpful context.
Company performance
The Company’s shares generated a negative return in 2025 of -12.4%, significantly behind our chosen benchmark (FTSE
All-Share Capital Index) which increased by 19.8%. The Net Asset Value per Share improved over the year from 2543.4p
to 2603.7p. The discount to NAV had widened to 23.6% at the year end, an increase from 6.4% at the prior year end,
and averaged 19.5% over the course of the year. Overall shareholders achieved a return of 4.2% in 2025 compared to
24.0% (FTSE All Share Total Return Index).
Jupiter
Our portfolio is managed by lead manager Matt Cable, supported by Tim Service. They have continued to actively
manage the portfolio. In 2025 three positions were sold and five new positions were acquired. These changes and
the performance of the individual holdings that have driven the Company’s performance are more fully described
in the Investment Manager’s Review on pages 7 to 9. Of particular note was the positive decision to sell our position
in Treatt before the takeover bid failed.
The Management Engagement Committee carried out its third formal review of Jupiter’s performance in January
2026. It noted the continuity of investment style, the changes that had been made to increase the diversity of the
portfolio and discussed the new positions that have been taken. The Board will continue to keep the Investment
Manager’s performance under regular review, particularly in light of the disappointing performance in 2025. The
increase in marketing activities for the Company reported on last year have continued. These are carried out to seek
to raise awareness of the Company to a much wider audience of investors. Over the course of the year events were
held for a variety of investors, including wealth managers, professional fund managers and private individuals, via a
number of traditional and digital marketing tools.
Discount
At the end of December 2025 the discount stood at 23.6%. From late March 2025, following the conclusion of the
AGM, the Company was unable to purchase its own shares in the market. The Board remains of the view that a share
buyback programme remains an important tool to try to narrow the discount between the Company’s share price
and net asset value per share or reduce its volatility. Buybacks at the margin provide a useful increase in liquidity for
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
5
Chairman’s Statement (continued)
those shareholders seeking to realise their investment whilst also delivering an economic uplift for those shareholders
wishing to remain invested in the Company.
The Company will again be seeking shareholder approval for a new share buyback authority at the forthcoming Annual
General Meeting to run until the conclusion of the AGM in 2027. It has become clear from the voting at last year’s
AGM and the subsequent General Meeting that a majority of shareholders by number value the benefits that the share
buyback programme affords them. The share buyback resolution is typically presented as a special resolution and, as
was demonstrated last year, it can be defeated by a small number of shareholders who hold a significant shareholding.
In order to provide a fairer and more equitable mechanism for the majority of shareholders, the buyback resolution
will be presented as both a special and an ordinary resolution at the forthcoming AGM. In the event that the special
resolution is not passed, the ordinary resolution to authorise the Company to buy back its own shares will be put to
shareholders. If approved, the Board intends to reinstate the share buyback programme as soon as practicable.
Shareholder consultations
Over the course of 2025 the Board consulted with a number of major shareholders and advisors. The most significant
and regularly repeated topic of debate was the buyback and the potential for a new share buyback scheme. There
was deep and wide support expressed for such an initiative. I would note that this remains in tune with the vote at
the EGM held in May 2025 which was narrowly defeated by the votes of, primarily, one significant shareholder and
their associated interests.
Dividend
The Directors are aware of the appetite our shareholders have for income and are proposing a final dividend of 32.75p
per share which, if approved at the upcoming AGM, would result in total dividends for the year of 45.0p per share, an
increase of 2.3% over the previous year’s dividend. Subject to approval at the AGM, the dividend will be paid on 2nd
April 2026 to shareholders on the register at close of business on 6th March 2026 (ex-dividend date: 5th March 2026).
Annual General Meeting
The Company’s Annual General Meeting is to be held at 12 noon on Thursday, 26th March 2026 at Jupiter’s offices, the
Zig Zag Building, 70 Victoria Street, London SW1E 6SQ. The AGM will be followed by a presentation by our Investment
Manager. My fellow Directors and I look forward to meeting as many shareholders as possible at the meeting.
Irrespective of whether you intend to attend the AGM please submit your proxy votes in respect of the resolutions
via the registrar’s portal. Details of how to do this can be found in the notice of AGM on pages 67 to 69. Should you
have any questions for the Board these can be submitted to our Company Secretary at the registered office or via
email to cosec-uk@apexgroup.com.
Directorate Changes
Jonathan Roper will be standing down from the Board at the conclusion of the AGM. I would like to thank him for
his diligent work, sage advice and counsel over his years of service. We will miss him and wish him well for a long and
happy retirement. As announced on 13th February 2026, Ruth Beechey has been appointed to succeed Jonathan and
will join the Board with effect from the conclusion of the AGM. Ruth is an experienced non-executive director and
we look forward to working with her.
Outlook
As we look forward into 2026 we hope to resolve the share buyback issue, to be able to provide greater liquidity for
our shareholders and manage the discount. In the markets we will continue to watch macroeconomic indicators but
more importantly the performance of our portfolio companies and their management teams. As a Board we are
very mindful of this work. These and other factors will provide opportunities as well as challenges. Accordingly, we
will continue to encourage our Investment Manager to seek investments in differentiated companies operated by
good management teams that they believe to be fundamentally underpriced. The Board believes that our team at
Jupiter have the skills and knowledge to identify these and so continue to be well placed to deliver for your Company
into the future.
Andrew Hosty
Chairman
18th February 2026
You can view or download copies of the Half Yearly and the Annual Reports from the Company’s website at
www.jupiteram.com/rightsandissues
* Source: MorningStar
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
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Investment Manager’s Review
Introduction
We present our investment report to shareholders of Rights & Issues for the year to 31st December 2025.
There is no getting away from the fact that it has been a difficult and disappointing year, as the Company’s shares
delivered a negative return of -12.4%, including dividends. This is particularly frustrating in the context of a UK equity
market that has continued to perform strongly, with the FTSE All-Share Total Return Index returning 24.0%. We do
not want to shy away from this poor comparison, but also believe it is important for shareholders to understand the
moving parts behind the overall result.
As discussed in the Chair’s report above, a significant factor in the share price performance over the year was a dramatic
widening of the discount to NAV. As investment managers this is not something we can directly control so only note
it for context. On an investment basis alone (change in NAV plus dividends paid) performance was positive at 4.2%,
albeit still significantly behind the Company’s benchmark, the FTSE All-Share Capital Return Index.
The Company’s investment policy is to focus on smaller companies. Over the long term, UK smaller companies have
delivered superior returns to the wider equity market, but this premium has varied significantly from year to year
1
. In
2025 smaller companies significantly underperformed their larger counterparts, contributing to the portfolio’s weakness
against its benchmark.
To better understand underlying investment performance from year to year, we use the Deutsche Numis Smaller
Companies (ex.IT) Index (“DNSCI”) as an additional benchmark. The DNSCI includes UK listed companies (excluding
those listed on AIM) that make up the bottom 10% of the market by value. We believe this is a useful proxy for the
Company’s investible universe. Over the course of 2025 the DNSCI returned 12.7% which was significantly behind the
FTSE All-Share Total Return Index and illustrates the relative weakness of smaller companies during the year.
While these factors (the widening discount and underperformance of small companies) were important, they do not
explain all of the poor return for the year. The residual, ‘underlying’, weakness is discussed in more detail in the Portfolio
Performance section below. We also provide some market context, update shareholders on changes to the portfolio,
and share our outlook for the year ahead.
Market backdrop
The first half of 2025 was dominated by the early weeks and months of the new Trump administration in the US.
Where the first Trump term was marked by noisy rhetoric that didn’t always translate into action, his second
government quickly put the world on notice that it wasn’t afraid to confound expectations and ignore established
norms. While some initiatives such as Elon Musk’s ‘DOGE’ were never taken very seriously by the equity market,
other policies, especially around tariffs, quickly had a significant effect on stocks. This culminated in April’s ‘Liberation
Day’ announcements and what turned out to be the equity market nadir for the year.
As it became clear that there were deals to be done and a plethora of tariff exemptions available, global stock
markets quickly found their feet again. In the US this continued to be driven by a fairly narrow cadre of AI related
tech stocks, while in Europe a number of ‘old economy’ sectors got a new lease of life. These included a suddenly
in-favour defence industry as well as banks, which finally enjoyed a more helpful interest rate environment and
regulatory cycle.
In the UK, this meant a strong showing for the much-maligned FTSE 100 index despite continued pessimism about the
UK economy in general. The latter was not helped by what now appears to be a clumsy ruse by the government to
lower expectations ahead of the autumn budget. Despite the underwhelming politics, economic indicators in the UK
continued to evolve broadly as anticipated, with inflation and market rates steady and policy rates continuing to decline.
Correspondingly, the general business environment has been relatively benign for much of the year, but lacking in
confidence and exposed to occasional mini-shocks, particularly where US trade policy is relevant. Businesses with
high labour-to-sales ratios have had to navigate a challenging increase in payroll taxes and this has had knock-on
effects in some supply chains (see Macfarlane below, for example). In gener
al, however, UK businesses have largely
got on with the job and successfully navigated the environment.
1
Over 71 years (the maximum available period) the DNSCI returned 14.1% p.a. compared to 11.6% p.a. for the FTSE All-Share. Smaller companies
(DNSCI) underperformed larger companies (Deutsche Numis Large Cap index) by 10% or more in 13 of those years and outperformed by 10% or
more in 19 years. Source: Deutsche Numis Indices 2026 Annual Review.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
7
Investment Manager’s Review (continued)
Portfolio Performance
As mentioned above, the Company’s investment portfolio underperformed its benchmark in part due to the relative
weakness of smaller companies in 2025. However, it also delivered returns behind those of the more representative
DNSCI index, returning 12.7% against 24.0% the FTSE All Share Total Return Index. Given the concentrated nature of
the portfolio, relative performance is generally a reflection of stock-specific developments. However, in 2025 certain
themes were also evident, as discussed below.
Among positive contributors a clear theme for the year was takeover activity. Overall, four portfolio holdings were
subject to takeover bids during the year, albeit one (Treatt, discussed further below) subsequently fell away. The
other three targets were industrial chain manufacturer Renold (+72%), FX and payments specialist Alpha Group
(+79%), and newly added fund administrator JTC (+57%). While these transactions added significantly to performance
during the year, we also view them as symptomatic of an equity market that is not appropriately valuing high quality
businesses. While the short-term performance boost is helpful, it is not in the UK market’s long-term interests to
see our best businesses moving alternative ownership.
Away from takeovers, specialist lender OSB (+69%) was also a significant positive contributor as it established a set
of new strategic targets and enjoyed the sector tailwinds mentioned above. Towards the end of year, it also received
a boost from changes to capital rules for smaller banks that will allow it to return more cash to shareholders over
the next few years.
Mirroring the takeover effect, a clear negative theme for the year was underperformance of what we view as high
quality companies that have broadly delivered as expected. Examples among significant performance detractors
included multi-utility business Telecom Plus (-17%), identity verification and fraud detection specialist GB Group
(-23%) and cloud communications provider Gamma Communications (-39%). In each case the company has delivered
financial results broadly in line with original expectations, but seen significant share price weakness driven by a decline
in valuation (as measured by the ratio of price to earnings).
Inevitably some of the Company’s holdings did experience genuine operational challenges during the year that led
to material underperformance. Packaging distributor Macfarlane (-31%) has experienced significant pricing pressure,
particularly in its retail market segment as customers have sought to off
set their own cost inflation challenges.
Furthermore, the business experienced a fatal accident at one of its sites in the final quarter of the year which is
likely to impact performance in the short to medium term.
As mentioned in our interim report, flavours and fragrances business Treatt (-45%) has been experiencing operational
challenges for some time, including two significant profit warnings in the year. When the company received a takeover
offer in September, we took the opportunity to exit the position, a decision vindicated when the deal later fell away.
Portfolio changes
Three positions were sold during 2025. As mentioned above, both Alpha Group and Renold were subject to takeovers
during the year and hence left the portfolio. Treatt was also subject to a takeover approach and was sold before the
transaction was cancelled.
Five new positions were added to the portfolio.
Fund administrator JTC was added in the first half as described in our interim report. In the second half of the year,
it was subject to a takeover approach which we expect to be approved by shareholders in early 2026. A position
remains in the portfolio, but we expect to sell this in due course to fund new investment ideas.
Workwear and linen rental business Johnson Services Group has a strong track record of organic and inorganic growth
over many years. Its shares appear to have come under pressure as the market sees potential limits on further growth
in its core markets. We think this concern is misplaced, so have taken the opportunity to invest in a high-quality
business at an attractive valuation.
Ashtead Technology is a marine services company that mainly operates as a rental business with a very high element
of service. Again, the company has an excellent growth track record and attractive quality characteristics, such as
high returns on invested capital. Following some disruption to the business from US policy changes earlier in the
year the valuation appears very attractive to us for such a good business.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
8
Keller is one of the world’s leading geotechnical engineers with a significant presence in North America, Europe, the
Middle East and Asia Pacific. After many years of mixed results, a change of management led to five years of strong
growth and improving returns. With the valuation continuing to reflect a cautious view we think the shares offer an
attractive entry point.
Finally, pensions consultant XPS was added to the portfolio towards the end of the year. Over recent years XPS has
secured a place as the leading challenger to the three large incumbents in its market and has also started to address
new industry verticals. We think this offers attractive scope for further growth that is not reflected in valuation.
Summary and Outlook
2025 was a disappointing year for the Company from an investment perspective as weak underlying portfolio
performance was exacerbated by a widening discount to NAV and the underperformance of smaller companies
generally. While some of the Company’s holdings experienced genuine operational problems, this will always be a
feature of investment and there was positive news too, especially in terms of takeover activity. In our view, the
balance of underperformance has come from a number of higher-quality stocks that have been weak despite
satisfactory operational performance.
It is hard to understand why this trend has become so pronounced among smaller UK companies, or to anticipate
what might reverse it. General negativity (justified or not) about the UK economy is probably part of it. We also
suspect that persistent outflows from UK smaller companies funds, which may be more likely to own these higher-
quality stocks, is a factor as it creates persistent selling pressure. It is also possible that the equity market is anticipating
a deep earnings recession in the near future, although we would expect this to be reflected in the market more
widely.
In any case, we believe that underperformance of higher quality businesses creates opportunities for long-term
investors. While we acknowledge that the UK economy has challenges, we do not see these as unusual in a global
context. Macroeconomic indicators (inflation, growth, interest rates etc) are not universally bullish; but neither are
they pointing to an imminent economic meltdown. In this environment we expect our investee companies to have
to keep working hard to make progress. But we trust our management teams and expect them to continue to find
ways to move forward.
As such, we still think that that there are now, more than ever, opportunities for long term investors to own great
businesses at attractive valuations. We made five new investments during the year on just this logic. One of these
has already been taken over as the wider world recognises the valuation discrepancy often embedded in UK smaller
companies today.
As ever, we do not seek to make specific predictions for the year ahead, but we remain doggedly optimistic that
opportunities continue to exist for long-term investors in our market.
Matt Cable
Lead Manager
Tim Service
Investment Manager
18th February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
9
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
10
Portfolio Statement
Details of the investments held within the portfolio as at 31st December 2025 are given below by the market value:
31st December 2025 31st December 2024
% of Net % of Net
Holdings Market Value Assets Holdings Market Value Assets
£000’s £000’s
UK Investments
Hill & Smith 377,437 8,058 6.47 404,313 7,544 6.13
IMI 292,263 7,272 5.84 292,263 5,322 4.32
JTC 554,724 7,123 5.72 – – –
OSB 1,072,110 6,835 5.49 1,401,694 5,666 4.60
Oxford Instruments 280,450 5,749 4.62 245,735 5,296 4.30
GB 2,226,691 5,711 4.59 1,663,873 5,657 4.59
Jet2 399,296 5,606 4.50 399,296 6,321 5.14
Keller 334,421 5,565 4.47 – – –
Telecom Plus 398,587 5,413 4.35 430,975 7,387 6.00
Vp 997,487 5,287 4.25 1,393,566 7,665 6.22
Norcros 1,555,605 5,180 4.16 318,554 812 0.66
Johnson Service 3,836,307 5,171 4.15 – – –
Colefax 555,952 5,170 4.15 835,952 6,520 5.29
Ashtead Technology 1,612,703 5,000 4.02 – – –
Gamma Communications 541,130 5,000 4.02 516,289 7,899 6.42
Eleco 4,026,834 4,913 3.95 4,479,758 6,540 5.31
Macfarlane 6,437,647 4,622 3.71 7,090,653 7,587 6.16
Foresight 1,045,334 4,484 3.60 877,203 3,588 2.91
Sthree 2,233,484 4,266 3.43 890,288 2,622 2.13
Marshalls 2,299,139 4,152 3.34 1,545,642 4,536 3.68
Xps Pensions 1,112,439 3,771 3.03 – – –
RS 604,401 3,756 3.02 604,401 4,107 3.34
Morgan Advanced Materials 1,500,000 3,270 2.63 1,500,000 4,080 3.31
Videndum 959,582 106 0.09 959,582 1,397 1.13
Dyson 1,000,000 31 0.02 1,000,000 31 0.03
Renold* – – – 18,813,923 8,843 7.19
Alpha Group International* – – – 241,738 5,633 4.57
Treatt* – – – 1,281,009 6,232 5.06
Total Investments 121,511 97.62 121,285 98.49
Net current assets 2,964 2.38 1,862 1.51
Net Assets 124,475 100.00 123,147 100.00
Unless otherwise specified, the actual holdings are, in each case, of ordinary shares or stock units and of the nominal
value for which listing has been granted.
*Sold during the year to 31st December 2025.
Strategic Report
The Strategic Report is designed to provide information primarily about the Company’s business and results for the
year ended 31st December 2025 and should be read in conjunction with the Chairman’s Statement and the Investment
Manager’s Review on pages 5 and 6 and 7 to 9 respectively.
Status
The Company is registered as an investment company as defined in section 833 of the Companies Act 2006 and
operates as such. The Company is not a close company within the meaning of the provisions of the Corporation Tax
Act 2010.
The Company is an “alternative investment fund” (“AIF”) for the purposes of the EU Alternative Investment Fund
Managers (“AIFM”) Directive, as adopted in the UK. In the opinion of the Directors the Company has conducted its
affairs during the year under review so as to qualify as an investment trust for the purposes of Chapter 4 of Part 24
of the Corporation Tax Act 2010 and continues to meet the eligibility conditions set out in section 1158 of the
Corporation Tax Act 2010.
The Board is directly accountable to shareholders. The Company is listed on the London Stock Exchange and is
subject to the UK Listing Rules, Prospectus Rules and Disclosure Guidance and Transparency Rules published by the
Financial Conduct Authority (“FCA”). The Company is governed by its articles of association, amendments to which
must be approved by shareholders by special resolution. The Company is a member of the Association of Investment
Companies (“AIC”).
The FCA rules in relation to non-mainstream pooled investments do not apply to the Company.
Strategy for Meeting the Objectives
The Company’s objective is to exceed the benchmark index over the long-term whilst managing risk.
To achieve this objective, the Board appointed Jupiter Unit Trust Managers Limited (‘JUTM’) on 3rd October 2022 to
continue the Company’s long-term strategy of seeking out undervalued investments. This is supported by the five-
yearly review that addresses the above objective. The most recent review was conducted in February 2026, at which
the Board concluded that the continuation of the Company for the period until July 2031 was in the best interests
of shareholders.
The Company fulfils its investment objective and policy by operating as an investment company. The Board delegates
operational matters to specialist third-party service providers. The closed-ended nature of the Company allows a
longer-term view on investments because liquidity issues as a result of redemptions are less likely to arise. The Board
has closely monitored performance in 2025 to ensure the Company’s strategic objectives are continuing to be met.
In pursuing its strategy, close attention is also paid to the control of costs. Further information on this is contained
in the Key Performance Indicators on page 17.
Investment Selection
There is a rigorous process of risk analysis at the level of the individual investment, based on the characteristics of
the investee company. This controls the overall risk profile of the investment portfolio.
Since its appointment the Investment Manager has taken steps to balance risk and improve performance by reducing
the Company’s largest holdings and investing in additional holdings at similar weights. The Investment Manager has
also invested in companies from a broader range of industries and sectors over the past year and will continue to
seek out undervalued investments that offer the opportunity for capital growth.
The investment portfolio is managed on a medium-term basis with a low level of investment turnover. This minimises
transaction costs and ensures medium-term consistency of the investment approach.
The Company’s investment activities are subject to the following limitations and restrictions:
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
11
Strategic Report (continued)
The policy does not envisage hedging either against price or currency fluctuations. Whilst performance is compared
against major UK indices, including the FTSE All-Share Total Return and the Deutsche Numis Smaller Companies (ex-
Investment Trusts) indices, the composition of indices has no influence on investment decisions or the construction
of the portfolio. As a result, it is expected that the Company’s investment portfolio and performance will deviate
from comparator indices.
Full details of the Company’s portfolio are set out on page 10 and further information is set out in Notes 9 and 10
inclusive.
Sustainability of Business Model and promoting the success of the Company
The Board is responsible for the overall strategy of the Company and decisions regarding corporate governance,
asset allocation, risk and control. The day-to-day management of the investments is delegated to the Investment
Manager and the management of the operations to specialist third-party suppliers.
The Directors are conscious of their duties under section 172 of the Companies Act 2006 and, in particular, the
overarching duty to promote the success of the Company for the benefit of the shareholders, with careful attention
paid to wider stakeholders’ interests. The Board is aware of the importance of ensuring that the Company has a
sustainable, well-governed business model to achieve its strategy and objectives.
As part of discharging its section 172 duties, the Company, through the Investment Manager, uses its influence as a
shareholder, where possible, to encourage the companies in which it invests to adopt best practice on environmental,
social and corporate governance (“ESG”) matters. Further related information can be found on pages 14 to 16.
The third-party service providers are a key element of ensuring the success of the business model. The Board monitors
the chosen service providers closely to ensure that they continue to deliver the expected level of service. The Board
also receives regular reporting from them, evaluates the control environment and governing contract in place at each
service provider and formally assesses their appointment annually.
Culture & Values
The Board believes that a strong and well-embedded culture is fundamental to the long-term success of the
Company and to the delivery of sustainable value for shareholders. Our desired culture is grounded in integrity,
accountability, constructive challenge and a long-term stewardship mindset, reflecting our responsibilities as a listed
investment company and fiduciary for our shareholders.
The Board has taken an active role in setting and overseeing the Company’s culture. The Company’s purpose, values
and expected behaviours have been clearly articulated and communicated to the Investment Manager and key
service providers. These expectations are embedded within governance arrangements, contractual frameworks and
ongoing engagement, ensuring that behaviours are aligned with the Company’s strategic objectives and risk appetite.
Culture is reinforced through the Board’s oversight of decision-making, with particular emphasis on robust debate,
independent challenge and transparency. Board and committee discussions are structured to encourage open
dialogue and differing perspectives, supporting high-quality investment and risk decisions. The Board regularly
assesses whether outcomes and behaviours are consistent with the Company’s values, rather than focusing solely
on financial performance.
The Company’s values are further embedded through the oversight of the Investment Manager’s culture and conduct.
The Board receives regular reporting on the Investment Manager’s governance, remuneration structures, risk
management and compliance arrangements, and engages directly with senior representatives to understand how
the desired culture is promoted within the investment team. This includes consideration of how incentives support
long-term performance, responsible investment and effective risk management.
Board performance reviews provide an additional mechanism for assessing cultural alignment. These reviews consider
not only skills and experience, but also behaviours, dynamics and the extent to which the Board collectively
demonstrates the values it expects to see throughout the Company’s operations.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
12
The Board also considers stakeholder outcomes as an important indicator of culture. Feedback from shareholders,
advisers and other stakeholders is reviewed to assess whether the Company’s conduct and communications reflect
its stated values and commitment to transparency and stewardship.
The Board is satisfied that the Company’s desired culture is well understood and embedded, and that it supports
effective governance, responsible investment decision-making and the Company’s long-term strategy. The Board
will continue to monitor and evolve the Company’s cultural framework to ensure it remains aligned with the
Company’s purpose, regulatory expectations and the interests of shareholders.
The Responsibilities as an Institutional Shareholder section below describes the Company’s approach to managing
its investments, including ESG matters.
Business Ethics
The Company maintains a zero-tolerance policy towards the provision of illegal services, bribery and corruption in
its business activities, including the facilitation of tax evasion. As the Company has no employees and the Company’s
operations are delegated to third-party service providers, the Board seeks assurances from those providers that they
comply with the provisions of the Modern Slavery Act 2015 and maintain adequate safeguards in keeping with the
provisions of the Bribery Act 2010 and Criminal Finances Act 2017.
As an investment vehicle the Company does not provide goods or services in the normal course of business, and
does not have customers. Accordingly, the Directors consider that the Company is not within the scope of the
Modern Slavery Act 2015.
Board Diversity
The Company’s affairs are overseen by a Board comprising four non-executive Directors, one of whom is female and
three of whom are male. None of the Directors is from an ethnic minority background.
The UK Listing Rules set out the following board diversity targets: at least 40% of board members should be women;
at least one board member should be from an ethnic minority background; and at least one of the senior board
positions should be held by a woman. The role of Chair of the Audit, Risk and Compliance Committee is held by a
woman, however, the Company does not currently meet the first two of these targets.
The Board recognises the benefits of diversity and inclusion in promoting effective decision-making and robust
governance. In seeking to enhance diversity, the Board remains committed to ensuring that appointments are made
on the basis of merit, skills and experience, while also having due regard to the value of greater gender and ethnic
diversity in the composition of the Board. Improving the Board’s diversity was a key consideration during the most
recent recruitment exercise. Further details on the gender and ethnic background of the Directors are set out in the
Corporate Governance Statement on page 28.
The Directors collectively bring a broad range of experience and expertise, including in investment markets, business
leadership, financial services, accounting and regulation. The Board regularly reviews its composition to ensure it has
the appropriate balance of skills, experience and perspectives to support the Company’s investment objective. While
appointments are based on objective criteria and merit, the Board is mindful of the importance of diversity of
gender, social and ethnic backgrounds, cognitive styles and personal strengths. All appointments are made following
a formal, rigorous and transparent process.
Responsibilities as an Institutional Shareholder
The Board has delegated authority to the Investment Manager for monitoring the corporate governance of investee
companies. The Board has delegated to the Investment Manager responsibility for selecting the portfolio of
investments within investment guidelines established by the Board and for monitoring the performance and activities
of investee companies. On behalf of the Company the Investment Manager carries out detailed research on investee
companies and possible future investee companies through internally generated research. The research includes an
evaluation of fundamental details such as financial strength, quality of management, market position and product
differentiation. Other aspects of research include an appraisal of social, ethical and environmentally responsible
investment policies.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
13
Strategic Report (continued)
The Board has delegated authority to the Investment Manager to vote on behalf of the Company in accordance
with the Company’s best interests. The primary aim of the use of voting rights is to address any issues which might
impinge on the creation of a satisfactory return from investments. The Company’s policy is, where appropriate, to
enter into engagement with an investee company in order to communicate its views and allow the investee company
an opportunity to respond.
In such circumstances the Investment Manager would not normally vote against investee company management
but would seek, through engagement, to achieve its aim. The Investment Manager would, however, vote against
resolutions it considers would damage the Company’s shareholder rights or economic interests. The Company has
a procedure in place such that where the Investment Manager, on behalf of the Company, has voted against an
investee company resolution, it is reported to the Board.
The Board considers that it is not appropriate for the Company to formally adopt the UK Stewardship Code. However,
many of the UK Stewardship Code’s principles on good practice on engagement with investee companies are used
by the Company, as described above.
Environmental Impact
When investments are made, the primary objective is to achieve the best investment return while allowing for an
acceptable degree of risk. In pursuing this objective, various factors that may impact on the performance are
considered and these may include socially responsible investment issues.
As an investment trust, 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 for the year to 31st
December 2025 (2024: unchanged). The Directors receive and use electronic meeting packs only. The Company
provides electronic copies of the annual and half-yearly reports and other shareholder information on its website.
All printed material, wherever possible, is on recycled material. The Investment Manager attempts to minimise the
Company’s carbon footprint. The Company’s indirect impact occurs through the investments it makes.
The Company does not purchase electricity, heat, steam or cooling for its own use nor does it have responsibility
for any other emissions producing sources.
Environmental, Social & Governance (“ESG”)
Overview
As a high-conviction active asset manager, the Investment Manager recognises that it has an important role to play in
the allocation of capital, both as active owners and long-term stewards of the assets in which it invests on behalf of
clients. The investment team has a defined investment process, and consideration of material ESG issues is integrated
into both investment analysis and decision-making, influencing asset allocation, portfolio construction, security
selection, position sizing, stewardship, engagement and subsequent decisions on whether to remain invested or exit.
This context is important when viewing the Investment Manager’s approach to ESG factors that are highlighted
below. These are complex matters where progress may not be linear and may manifest over multiple years.
Furthermore, certain environmental and social issues may also depend on a policy or regulatory response in addition
to investor input.
The Investment Manager’s Responsible Investment Policy and Stewardship Report, available on its website
(https://www.jupiteram.com/global/en/corporate/sustainability-at-jupiter/reports/), describes how it supports the
Company’s integration of environmental, social and governance responsibilities, setting out its sustainability
governance and oversight, its approach to ESG integration and materiality and core material ESG issues.
ESG in a UK small and mid-cap context
The Company’s investment universe comprises small and mid-size companies which may be exposed to important
sustainability risks and opportunities that can have material impacts on value. As an active investment manager, the
Investment Manager believes that effective ESG integration cannot be outsourced to third parties, but must be
incorporated into the fundamental analysis conducted by the investment team.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
14
In particular, smaller companies remain under-researched by ESG rating agencies relative to their larger listed peers.
Where they are covered at all, smaller companies are often penalised by rating agencies, either due to their corporate
governance arrangements or a relative lack of detailed corporate disclosure about ESG issues. These factors present
challenges but also, in the Investment Manager’s view, opportunities to identify ESG risks or opportunities affecting
companies which are not priced efficiently by financial markets.
Corporate Governance
To grow successfully, the leadership of smaller companies must not only execute strategically, they must also lay the
foundations for future growth by creating appropriate corporate governance structures. The Investment Manager
believes that as corporate culture is set at an early stage, the relationships formed with key stakeholders such as
customers, the workforce and suppliers at this point in a company’s development can be fundamental to long-term
success. The Investment Manager fully endorses the principles of the UK Corporate Governance Code and, while it
acknowledges the need for pragmatism with smaller companies, it still expects high standards of governance at
investee companies to support their growth in a sustainable manner.
The Investment Manager assesses company governance on a range of issues. These issues may include but are not
limited to:
n Boards and executive leadership: The Investment Manager builds an understanding of the quality of leadership
teams and boards through assessment of i) board and committee composition and independence; ii) board and
executive tenure and succession planning; iii) Diversity, Equity and Inclusion (“DE&I“) oversight and actions at
board level and throughout an enterprise; and iv) oversight and management of corporate culture.
n Remuneration: Management incentivisation structures should be aligned with shareholder interests. The
Investment Manager will review pay for performance and best practice considerations when making an informed
voting decision. Where relevant the Investment Manager may also engage with issuers as part of the ongoing
relationship with companies. In either scenario, the Investment Manager is considering pay outcomes in relation
to the investor experience. The Investment Manager seeks to understand how remuneration policies are
structured to incentivise and reward management teams for the successful execution of strategy and the long-
term success of the company.
n Protection of minority rights and related party transactions: The Investment Manager will escalate engagement
where it believes that minority rights have been compromised.
n Systemic risks: The environment in which companies operate continues to change rapidly and the Investment
Manager considers where businesses are exposed to wider systemic risks, including through the assessment of
global standards, such as the UN Global Compact.
n Conduct, litigation and relations with policy makers and regulators: Poor relations with regulators can severely
hamper corporate success and result in value destruction for investors. The Investment Manager seeks to
understand board oversight of regulatory matters and how a company guards against malpractice.
n Corporate culture: The Investment Manager may engage with boards to understand how corporate culture is
being led, developed, and monitored and to highlight strengths and areas for development. Where relevant, it
seeks to understand how management is advancing culture and where and how culture challenges emerge.
n Audit and control environment: The Investment Manager considers quality and independence of auditors. It
may escalate engagement with Audit Committee chairs where it believes that audit standards are not in line with
its expectations.
Environmental
Climate
Limiting global temperature rises to 1.5 degrees above preindustrial levels, in line with the Paris Agreement, is an urgent
challenge facing the global economy. The Investment Manager uses its influence as an investor through stewardship
and active ownership to encourage companies to identify, manage and mitigate climate change risks or opportunities.
It believes that the scale of climate change will impact all sectors, industries and asset classes and it acknowledges
the positive role that investors can play in tackling it through its investment decisions and capital allocation.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
15
Strategic Report (continued)
Biodiversity
The Investment Manager considers biodiversity impacts in its ESG analysis of companies, in line with its approach
and commitments. It engages with investee companies where it believes their practices are unsustainable, with the
goal of achieving change, reversing biodiversity loss, while preserving and enhancing the value of the Company’s
assets.
Social
Human Rights
Companies with poor management of human rights can face a range of issues including fines, workforce issues and
supply chain challenges which may affect their ability to operate. The Investment Manager monitors and assesses
human rights policies and procedures for its investee companies to ensure that they are promoting good governance
and management of human rights issues. It expects companies to comply with internationally-recognised human
rights codes and standards.
Human Capital
Good human capital management supports both value creation and business resilience, and the Investment Manager
believes that investing in human capital correlates with longer-term business success. Promoting Diversity, Equity
and Inclusion (DE&I) enables companies to attract talent from a wider talent pool. It also contributes to better
decision-making, performance, innovation and employee satisfaction and retention. The Investment Manager
understands that approaches to human capital management, including DE&I, will differ and, as an active owner, it
seeks to understand an investee company’s operating model and engage to advise on best practice and potential
improvements.
Health and safety
Where a company fails to meet health and safety standards, the Investment Manager will engage and encourage
the company to improve its practices and to disclose health and safety indicators. Good health and safety should
be embedded in a business and the Investment Manager promotes a zero-harm ethos.
Engagement
Engagement is central to the Investment Manager’s active ownership approach. The investment team maintains a
dialogue with companies to inform its investment decisions and carry out strategic engagement, which may include
matters focused on ESG materiality. The Investment Manager may engage with companies to monitor material ESG
issues that will impact the long-term success of an investment. The Investment Manager is committed to long-term
engagement goals; however, to protect shareholders’ interests it reserves the right to exit an investment if the
investment team concludes that progress is insufficient or does not meet the Company’s strategic objectives. The
Investment Manager may use collective engagement as a way to leverage influence to protect and enhance
shareholder interests. This may include collaborating with other shareholders on company specific issues or liaising
with investor bodies and trade organisations on regulatory and policy matters. This will be done on a case-by-case
basis, at the Investment Manager’s discretion.
Proxy Voting
Exercising its shareholder voice through active proxy voting is central to the Investment Manager’s stewardship
approach to represent the Company’s interests, hold boards to account and support investee companies. Its
investment managers are accountable for the exercise of their shareholder votes supported by the Stewardship
team, which is responsible for proxy voting operations, the monitoring of meeting ballots and providing an initial
assessment of each meeting’s agenda, including an assessment of independent proxy advisory research. The
Investment Manager’s Proxy Voting & Company Dialogue Policy is available on the above-mentioned website.
Data Science and third-party data resource
The Investment Manager’s in-house data science team has built a proprietary desktop tool, known as ESG Hub, which
allows the investment teams to apply multi-factor ESG screening to their investment universe and to build custom
reports. The data science team also works with third-party ESG data providers to challenge and provide constructive
feedback to enhance the quality and integrity of the ESG data sets it uses.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
16
Screening
The Investment Manager does not exclude, except i) where required by law; ii) in line with the specifications of the
Company’s mandate; or iii) if a company is involved in banned activities under the following international conventions:
n The 1997 Ottawa Convention (Anti-Personnel Mine Ban Treaty)
n The 2008 Convention on Cluster Munitions (CCM)
It uses third party vendors to screen for involvement in controversial and banned weaponry.
Task Force on Climate-related Financial Disclosures
The Investment Manager’s report on the UK’s Task Force on Climate-related Financial Disclosures Report (‘TCFD’)
discloses estimates of the Company’s portfolio’s climate-related risks and opportunities according to the Financial
Conduct Authority’s Environmental, Social and Governance Sourcebook and the Task Force on Climate-related
Financial Disclosures Recommendation. It is available on the Investment Manager’s website: www.jupiteram/global/en/
corporate/sustainability-at-jupiter/task-force-on-climarte-related-financial-disclosures/.
Streamlined Energy and Carbon Reporting
The Company is categorised as a lower energy user under the HMRC Environmental Reporting Guidelines March
2019 and is therefore not required to make the detailed disclosures of energy and carbon information set out within
the guidelines. The Company’s energy and carbon information is therefore not disclosed in this Report.
Review of the Business
A review of the year and commentary on the future outlook is provided in the Chairman’s Statement on pages 5
and 6.
During the year under review, the assets of the Company were invested in accordance with the Company’s investment
policy.
During the year the Company’s net assets have increased from £123.1m to £124.5m, as a result of a modest increase in
the value of investments. At 31st December 2025 the net asset value per Ordinary share was 2603.7p (2024: 2543.4p).
Key Performance Indicators
The Board is provided with detailed information on the Company’s performance at every Board meeting. Key
Performance Indicators are:
n Shareholders’ funds equity return compared to the FTSE All-Share Index (the Company’s benchmark index). Whilst
not a formal benchmark index for the Company, as noted in the Chairman’s Statement, the Board also considers
performance relative to the Deutsche Numis Smaller Companies (ex-Investment Trusts) Index at its meetings.
n Dividends per Ordinary share.
n Ongoing Charges ratio (formerly titled the Total Expense Ratio).
Further information is provided in the Glossary of Terms on page 65.
Shareholders’ funds equity return
In reviewing the performance of the Company, the Board monitors shareholders’ funds in relation to the FTSE All-
Share Index. During the year NAV per Ordinary share increased by 2.4% compared to an increase of 19.8% in the FTSE
All- Share Capital Index. Over the five years ended 31st December 2025 NAV per Ordinary share increased by 15.3%
compared with an increase of 45.6% in the FTSE All-Share Capital Index. The NAV return calculation can be found on
page 66.
Dividends per Ordinary share
The total dividend per Ordinary share paid and proposed is 45.0p (2024: 44.0p).
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
17
Strategic Report (continued)
Ongoing Charges
Ongoing charges are expenses charged to revenue or capital that relate to the operation of the Company as an
investment trust and are deemed likely to recur in the foreseeable future. They include the investment management
fee but do not include the costs of acquisition or disposal of investments, financing costs and gains or losses arising
on investments. Ongoing charges are calculated on the basis of the annualised ongoing charges as a percentage of
the average net asset value in the period. The Ongoing Charges for the year ended 31st December 2025 were 1.0%
(2024: 0.9%). Under the terms of the Investment Management Agreement, an operating expenses cap will be applied
to the Company’s annual ordinary operating expenses at 0.8 per cent. of the Company’s average daily NAV during
each financial year for a period of five years with effect from 3rd October 2022. Further details are given in Note 3 on
page
53
.
Principal and Emerging Risks and Uncertainties
The Board of Directors has a process for identifying, evaluating and managing the key risks of the Company. This
process operated during the year and has continued to the date of this report. The Directors confirm that during
the year they have carried out a robust assessment of the emerging and principal risks facing the Company, including
those that would threaten its business model, future performance, solvency or liquidity. Most of these risks are
market related and are similar to those of other investment trusts investing primarily in listed markets. The Audit,
Risk and Compliance Committee reviews the Company’s Risk Matrix and Risk Heat Map at each meeting and, as part
of this process, gives consideration to identifying emerging risks. Any emerging risks that are identified and that are
considered to be of significance will be recorded in the Company’s Risk Matrix, together with any mitigations. In
carrying out this assessment, consideration is given to the current market conditions which may impact the Company.
No emerging risks have been identified.
The Company’s principal risks and how they are being managed or mitigated are described below.
Investment in an individual smaller company inherently carries a higher risk than investment in an individual large
company. In a diversified portfolio, the portfolio risk of a smaller company portfolio is only slightly greater than the
portfolio risk of a large company portfolio. The Company’s portfolio is diversified. Additionally, the Company invests
overwhelmingly in smaller UK listed and AIM traded companies and has no exposure to derivatives. The principal
financial risks are therefore market price risk and liquidity risk. Further details on these risks and how they are managed
may be found in Note 19 to the financial statements on pages 60 to 62.
Additional principal risks identified by the Company, together with the Board’s approach to dealing with them are
as follows:
Principal Risk Mitigation and Controls Change in Risk Profile
During the Year
Investment performance
Share price discount
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
18
The Board’s objective is to outperform the benchmark
over the long term while managing risk. The Board
reviews portfolio performance against the benchmark
FTSE All Share Capital Return and the DNSCI at each
meeting, receives detailed performance and attribution
analysis, and ensures that the Investment Manager
operates within the investment policy and the
Company’s established investment philosophy, including
portfolio diversification.
The Board monitors the share price discount to net asset
value and reviews the discount management policy with
the Investment Manager. The Company typically operates
a share buyback programme to seek to manage the
discount; however, following the withdrawal of the share
buyback resolution from the business of the AGM in
March 2025 and the subsequent defeat of the resolution
at a General Meeting in May 2025, the Company’s
authority to buy back its own shares has lapsed, leading
No change. The risk profile
remains consistent with
the Company’s long-term
investment approach.
Increased. As a result of
the defeat of the share
buyback resolution the
Company has been unable
to buy back shares since
24th March 2025.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
19
to a widening of the discount. The Board deems the
current level of discount as excessive and not in
shareholders’ interests. It has spent a considerable amount
of time debating a solution to this issue, resulting in a
decision to propose the share buyback resolution as both
a special and ordinary resolution at the 2026 AGM.
The Board reviews this risk annually and maintains regular
dialogue with the Investment Manager. The Investment
Management Agreement provides for two dedicated
fund managers supported by a broader investment team.
The Investment Manager undertakes regular succession
planning and reviews remuneration arrangements.
The Company operates a consistent investment policy
designed to maintain compliance with section 1158 of the
Corporation Tax Act 2010. The Board receives
confirmation from the Administrator that investment
trust status is maintained. The Audit, Risk and Compliance
Committee reviews regulatory developments and a
schedule of compliance matters at each meeting.
The Company’s assets are held by an independent
custodian. The Board monitors the custodian and reviews
internal control reports. The Administrator reconciles
cash and investment positions to custodian records on a
daily basis to provide assurance over asset protection.
The Board considers geopolitical developments and
their potential impact on markets and portfolio
companies at each meeting. The Investment Manager
reports on risks arising from international conflicts and
political instability. The Company has no direct exposure
to investments in current conflict zones.
The Board and Investment Manager consider the
potential impact of climate change on portfolio
companies and long-term shareholder returns.
Investments are valued at fair value in accordance with
UK-adopted International Accounting Standards,
reflecting market participants’ assessment of climate-
related risks.
The Investment Manager monitors the resilience and
adaptability of portfolio companies and maintains
portfolio diversification. Lessons learned from the
earlier pandemic continue to inform investment analysis
and risk management.
No change. The personnel
at the Investment Manager
has remained consistent
throughout the year.
Increased. The 2024 UK
Corporate Governance
Code became effective for
financial years
commencing on or after
1 January 2025.
No change. Control
arrangements remained
unchanged and effective
during the year.
Increased. Ongoing
conflicts in Eastern Europe
and the Middle East have
heightened market
uncertainty, although the
Company has no direct
exposure to the affected
regions.
No change. Climate
change remains a long-
term consideration within
investment decision-
making.
No change. While the
immediate impacts of the
earlier pandemic have
reduced, the risk of future
health emergencies remains.
Principal Risk Mitigation and Controls Change in Risk Profile
During the Year
Loss of key personnel
Regulatory and tax
compliance
Safeguarding of assets
Geopolitical risk
Climate change risk
Pandemic and health
emergencies
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
20
The Company relies on third-party service providers
with established cyber security and operational
resilience frameworks. The Board receives regular
assurances regarding cyber security controls and
business continuity planning and has met with key
service providers to review their arrangements.
The Board reviews the investment strategy and portfolio
at each meeting in the context of prevailing economic
conditions, including interest rates, inflation, taxation
and competitive pressures. The Investment Manager
continually assesses macroeconomic developments in
pursuit of the Company’s investment objective.
Increased. The broader
cyber threat environment
continues to evolve,
increasing the inherent risk
despite strong mitigating
controls.
No change. Economic
uncertainty remained
elevated but broadly
consistent with the prior
year.
Strategic Report (continued)
Principal Risk Mitigation and Controls Change in Risk Profile
During the Year
Cyber and operational
resilience
Economic conditions
Section 172 Statement
The Board seeks to promote the success of the Company for the benefit of its shareholders. In doing so it gives
consideration to the likely long-term consequences of any decision with regard to the interests of its business
relationships and the environment in which it operates. As at 31st December 2025, the Company had no employees.
Stakeholder Group Engagement in the year
Shareholders Shareholders play an important role in monitoring and safeguarding the governance of the
Company. They have access to the Board via the Company Secretary throughout the year.
The Board welcomes the opportunity to engage with shareholders at its Annual General
Meeting. The Company continues to communicate with shareholders via the Company
Secretary, its website and the publication of its financial reports throughout the year. The
Chairman regularly meets with larger investors to gauge investor sentiment and always
responds to questions from shareholders.
The Board encourages shareholders to ask questions of the Chairman of the Board and all
other Directors via the Company Secretary and to ask questions of the Investment Manager.
Shareholders may submit questions to cosec-uk@apexgroup.com or investment
companies@jupiteram.com. Communication with shareholders enables the Board to make
informed decisions when considering how to promote the success of the Company over
the long term.
Suppliers The Board relies on a number of advisors for support in the successful operation of the
Company and in meeting its obligations. The Board therefore considers the Investment
Manager, Secretary/Administrator, Broker, Registrar, Custodian and Depository to be
stakeholders.
Key suppliers are required to report to the Board on a regular basis and, as detailed on page
12, there is a robust framework in place to evaluate their performance annually. The
Company employs a collaborative approach and looks to build long-term partnerships based
on open terms of business and fair payment terms.
The Secretary engages with key suppliers to ensure that services provided are satisfactory.
Investee Companies The Board recognises the benefits of good communication with and stewardship of investee
companies and the importance of such in meeting the Company’s investment objective.
The Investment Manager meets with the management of companies in which the Company
has a significant interest and reports on findings to the Board regularly.
Stakeholder Group Engagement in the year
Regulators As a company listed on the London Stock Exchange, the Board ensures compliance with
the necessary rules and regulations relevant to the Company in order to build trust and
maintain its reputation in the market.
Community and As discussed in more detail on pages 15 to 17 and throughout this report, in pursuing the
environment
Company’s objectives, various factors that may impact on performance are considered. These
may include environmental, social and governance (‘ESG’) issues. The Board believes that poor
practices can have an impact on the value of investments and potential investments and
consideration of ESG factors as part of the investment process is therefore key.
Factoring Stakeholders into Principal Decisions
The Board defines principal decisions as not only those that are material to the Company but also those that are
significant to any of the Company’s key stakeholders as identified above. In making the following principal decisions,
the Board considered the outcome from its stakeholder engagement as well as the need to maintain a reputation
for high standards of business conduct and the need to act fairly as between the members of the Company.
Principal Decision 1 Share buyback programme
At the AGM in March 2025, in light of some opposition, primarily from a single material
shareholder (and related interests), the share buyback resolution was withdrawn from the
business of the AGM. As the buyback programme is a key pillar of the Company’s discount
management policy, following consultations with shareholders, the Board decided to convene
a General Meeting in May 2025 to put the buyback resolution to a further shareholder vote. In
order to encourage shareholder engagement and give the resolution the best possible chance
to be passed, the Board approved a detailed shareholder analysis which enabled the Company
to mail retail shareholders to inform of the General Meeting and the significance to them of
exercising their right to vote. Despite the Board’s best endeavours, the resolution was defeated
by a small margin due to the continuing opposition of the same significant shareholder.
The defeat of the resolution has meant that the Company has been unable to purchase its
own shares for the majority of the year, leading to a significant widening of the discount. The
Board has explored a number of options to seek to restore the Company’s ability to undertake
share buybacks. In order to best serve the interests of the majority of shareholders, the Board
has concluded that the share buyback resolution at the forthcoming AGM should be proposed
as both a special resolution and an ordinary resolution. In the event that the special resolution
is defeated, the ordinary resolution will be put to shareholders.
Principal Decision 2 Board Composition and Succession
In light of Mr Roper’s decision to retire at the conclusion of the Annual General Meeting in
2026, a recruitment exercise was undertaken during the year. As part of this process the
Board appointed Nurole, an independent search consultant. Following a rigorous recruitment
process the Board has appointed Ms Ruth Beechey as a non-executive director. Ms Beechey’s
appointment will take effect from the conclusion of the AGM. The Board will continue to
review its composition annually or in the event of any further changes.
Principal Decision 3 Dividend Policy
The Board continues to operate a progressive dividend policy. The Board has increased the
annual dividend, having paid and recommended dividends totalling 45.0p per share to
shareholders for the financial year ended 31st December 2025 (2024: 44.0p).
Principal Decision 4 Remuneration
During the year the Nominations and Remuneration Committee undertook a review of the
level of non-executive Directors’ fees. The Committee considered the level of fees relative to
various benchmarks, together with the Company’s performance and the need to attract and
retain directors of a high calibre. The Committee concluded that Directors’ fees should be
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
21
Strategic Report (continued)
Factoring Stakeholders into Principal Decisions (continued)
increased with effect from 1st January 2026 by £1,215 for the Chair of the Audit, Risk and
Compliance Committee, by £1,500 for the Chairman and by £1,075 for each of the other non-
executive directors and that the fees should continue to be reviewed annually to ensure that
the levels of remuneration remain attractive to current and prospective directors. On the
recommendation of the Nominations and Remuneration Committee the Board considered and
approved the proposed increase in Directors’ fees.
Principal Decision 5 Continuing Appointment of the Investment Manager
The Board monitors the Investment Manager's performance against the Company’s
investment objective at each Board meeting. In addition, the Management Engagement
Committee meets annually to review the contractual terms of the Investment Management
Agreement and the performance of the Investment Manager. On the recommendation of
the Management Engagement Committee the Board approved the continuing appointment
of the Investment Manager, having concluded that it is in the best interests of the Company
and its shareholders.
Viability Statement
In accordance with Provision 31 of the 2024 UK Corporate Governance Code, the Directors have assessed the
Company’s prospects over a period of five years, which is considered an appropriate timeframe for a closed-ended
investment trust given the nature of its portfolio, its investment horizon, and the absence of fixed-term liabilities.
The Company also uses a five-year time horizon for its strategic planning.
The Board’s assessment considered:
n the Company’s business model as an externally managed investment trust;
n the liquidity, volatility and concentration characteristics of the investment portfolio;
n projections of income, expenses and cash flows;
n the continuing programme of risk monitoring;
n the principal risks and uncertainties faced by the Company;
n the operational resilience of key outsourced service providers;
n compliance with investment trust regulatory requirements; and
n the results of stress testing and scenario analysis, including severe but plausible market downturns, reduced
income levels and operational disruption at key suppliers.
The stress tests evaluated the impact of significant falls in market value and prolonged income reductions. The Board
also considered reverse stress testing and reviewed the adequacy of mitigation plans.
The following facts support the Directors’ view of the viability of the Company:
n The Company’s portfolio comprises marketable smaller UK-listed and AIM traded securities and has short term
cash on deposit.
n The Company does not use gearing.
n The expenses of the Company were covered three times by investment income in 2025.
Based on this assessment, the Directors have a reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the five-year period under review.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
22
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
23
Shareholder Communication
The Board is committed to maintaining open channels of communication with shareholders. It is the Chairman’s role
to ensure effective communication with the Company’s shareholders and it is the responsibility of the Board to
ensure that satisfactory dialogue takes place, based on the mutual understanding of objectives. The Board remains
cognisant of the importance of clear communications with shareholders and will respond to all reasonable requests
for information or meetings.
The Investment Manager maintains a regular dialogue with existing and potential inv
estors via investor meetings and
events, ensuring that shareholder perspectives are understood and taken into account in the ongoing management
and strategic development of the Company and reports to the Board. In the event that shareholders wish to raise
issues or concerns with the Directors, they are welcome to do so at any time via the Company Secretary at cosec-
uk@apexgroup.com.
These engagement activities are supported by Kepler Partners, which provides research and digital marketing services
and facilitates regular communication with the investment community through virtual meetings, written materials
and video content. The Company’s broker further supports shareholder engagement through the provision of market
intelligence and ongoing dialogue with the wider investment community.
The Annual Report and half-year results are circulated to shareholders wishing to receive them and are available on
the Company’s website. These provide shareholders with a clear understanding of the Company’s portfolio and
financial position. This information is supplemented by the daily calculation and publication of the NAV per share.
JUTM also publishes a monthly factsheet that can be found on the Company’s website, www.jupiteram.com/uk/en/
individual/rights-and-issues-investment-trust-plc. Shareholders are encouraged to ask questions either at the Annual
General Meeting or via the Company Secretary
.
Company’s Directors and Employees
The number of directors at 31st December 2025 was four (2024: four).
2025 2024
Male Female Male Female
Directors (non-executive) 3 1 3 1
Other Employees 0 0 0 0
The Directors have considered the Strategic Report and believe that taken as a whole it is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s performance and
strategy.
The Strategic Report was approved by the Board and signed on its behalf by:
Dr Andrew J. Hosty
Chairman
18th February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
24
Report of the Directors
The Directors have pleasure in submitting their Report, together with the audited financial statements in respect of
the year ended 31st December 2025.
Directors
The Directors who served during the year were as follows:
Dr Andrew Hosty (Chairman of the Board and of the Management Engagement Committee)
Andrew is a Chartered Engineer and Fellow of the Royal Academy of Engineers. He is an international business leader
with over 20 years of non-executive board experience and 30 years of executive and management experience,
spanning private equity, UK Plc and global blue-chip corporates. From 2016 to 2018 Andrew was the CEO of the Sir
Henry Royce Institute, the UK’s home of advanced materials research and innovation. Andrew was Chief Operating
Officer of Morgan Advanced Materials and served on the Plc Board as an Executive Director from 2010 to 2016. These
experiences and his current work with other operating companies mean that Andrew can contribute to a range of
business matters over a wide spectrum of end markets.
Jonathan Roper (Senior Independent Director)
Jonathan is a solicitor and until his retirement from practice was a partner in Eversheds Sutherland (now Eversheds
Sutherland (International) LLP.) He has more than 35 years’ experience of commercial practice in the City, advising
primarily on public and private company mergers and acquisitions, joint ventures and equity and other financing
arrangements for UK and overseas clients, including many in the financial services sector, and often at a strategic
board level. Until recently, he was a member of the Council of the London School of Hygiene & Tropical Medicine
and chair of its Audit & Risk Committee. Jonathan will retire from the Board at the conclusion of the 2026 Annual
General Meeting.
Simon Knott
Simon served as Investment Director of the Company from 1983 focusing on UK smaller companies. Following the
appointment of Jupiter as Investment Manager on 3rd October 2022 Simon retired as Investment Director but remains
a non-executive director of the Company.
Helen Vaughan (Chair of the Audit, Risk and Compliance Committee)
Helen is a Chartered Accountant and a certified independent fund director. She has over 30 years of investment
management experience. As the Chief Operating Officer for the J O Hambro Capital Management Group, Helen
oversaw the transformation of the Group’s operating model to one which supported rapid growth and also significantly
reduced operational risk to the business. She retired from this company in September 2019. Since then Helen has
served as a non-executive director for fund management companies and as Chair of a not for profit organisation.
Dividends
The Board is recommending a final dividend of 32.75p per Ordinary share (2024: 32.00p). If approved, taken with the
interim dividend of 12.25p per Ordinary share (2024: 12.00p), this will result in a total dividend to the holders of
Ordinary shares for the year of 45.00p per Ordinary share (2024: 44.00p). Subject to approval at the AGM, the final
dividend will be paid on Thursday, 2nd April 2026 to shareholders on the register at close of business on 6th March
2026 (ex-dividend date: 5th March 2026).
Substantial Shareholdings
As at 17th February 2026 the Company had received notification in accordance with Chapter 5 of the Disclosure and
Transparency Rules of the following voting rights:
Ordinary % of voting
shares rights*
S. J. B. Knott 785,062 16.10
Dartmoor Investment Trust 609,258 12.06
P. S. & J. M. Allen 303,422 6.34
Rathbones Investment Management International Ltd 284,109 4.94
* The percentage of voting rights is as at the time of the notification.
Section 992 Companies Act 2006 Disclosures
Details of the Company’s capital structure and voting rights are given on page 2 of this document and in Note 15 on
page 58 of the financial statements.
Corporate Governance
Full details are given in the Corporate Governance Statement on pages 27 to 31. The Corporate Governance Statement
forms part of this Directors’ Report.
Whilst the Company has no employees or customers, the Directors give regular consideration to the need to foster
the Company’s business relationships with its stakeholders including, but not limited to, its shareholders and service
providers. The effect of this consideration upon the principal decisions taken by the Company during the year to
31st December 2025 is set out in further detail in the Strategic Report on pages 21 and 22.
Stakeholder Considerations
The Notice of the Annual General Meeting to be held on 26th March 2026 is set out on pages 67 to 69.
Share Buyback Authority (resolutions 10 and 11): The Board is seeking to re-establish the share buyback authority
that authorises the Company to make market purchases of Ordinary shares for cancellation which lapsed following
the conclusion of the Annual General Meeting held on 24th March 2025.
The Board strongly believes that the Company’s ability to purchase its own shares is fundamental to enhancing
shareholder value, through active management of the discount at which the Company’s shares trade and by supporting
liquidity in the secondary market. Accordingly, the Directors will seek authority to buy back for cancellation up to
14.99% of the Ordinary shares in issue, representing 716,600 Ordinary shares as at 17th February 2026, as both a special
resolution and an ordinary resolution at the forthcoming Annual General Meeting. The authority will expire at the
conclusion of the Annual General Meeting of the Company in 2027 unless the authority is renewed.
This approach is intended to ensure that the share buyback authority cannot be blocked by a small number of
shareholders with a significant shareholding and is considered to be a fairer and more equitable mechanism for the
majority of shareholders. In the event that the special resolution is not passed, the ordinary resolution to authorise
the Company to buy back its own shares will be put to shareholders. If approved, the Board intends to reinstate the
share buyback programme as soon as practicable.
Recommendation: The Directors recommend that shareholders vote in favour of the resolutions to be proposed at
the Annual General Meeting, as they intend to do in respect of their own beneficial holdings; all resolutions are
considered to be in the best interests of the Company and its shareholders.
Directors’ Remuneration Report
The Directors’ Annual Remuneration Report on pages 35 to 38 provides information on the Directors’ remuneration
and their interests in the share capital of the Company, together with details of their letters of appointment and
memoranda of service.
Investment Management Agreement
JUTM provides discretionary investment management services to the Company under an Investment Management
Agreement (‘IMA’) dated 30th August 2022. The IMA provides for an investment management fee equal to 0.6 per
cent per annum on the Company’s NAV up to and including £200 million and 0.5 per cent per annum on the
Company’s NAV in excess of £200 million.
An operating expenses cap will be applied in respect of each financial year by means of a balancing charge which
will reduce the management fee payable to the Investment Manager with respect to the quarter ending 31st March
of the following financial year. Under the terms of the IMA the Manager has agreed to cap the Company’s annual
ordinary operating expenses incurred and calculated in accordance with the Company’s usual procedures at 0.8 per
cent. of the Company’s average daily NAV during each financial year. The operating expenses cap will not apply to
the extent that the management fee would be less than 0.5 per cent of the Company’s average daily NAV during
any financial year. The operating expenses cap will apply for a period of five years with effect from 3rd October
2022. The Manager and the Board will review the operating expenses cap at least annually to determine whether the
level of the cap remains appropriate.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
25
Report of the Directors (continued)
The IMA may be terminated by either the Company or JUTM on not less than six months’ notice to the other party
or earlier in the event of default. There is no compensation payable on termination.
The Board has reviewed the performance of the Investment Manager and, notwithstanding the disappointing
performance in 2025, believes that its continuing appointment is in the best interests of the Company and its
shareholders.
Administration & Secretarial Agreement
The accounting, company secretarial and administrative services are provided by Apex Fund Administration Services
(UK) Limited under an agreement terminable by either party on not less than six months’ notice or earlier in the
event of default. There is no compensation payable on termination.
Disclosure of Information to Auditor
So far as each Director at the date of approval of this report is aware:
n there is no relevant audit information of which the Company’s Auditor is unaware; and
n the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit
information and to establish that the Auditor is aware of that information.
Going Concern
In assessing the Company’s ability to continue as a going concern, the Board considered its cash flows, liquidity
position, solvency, projected income and expenditure, principal risks and compliance with the investment trust
qualification requirements of section 1158 of the Corporation Tax Act 2010. The Board also assessed the resilience of
the Company’s key service providers and the effectiveness of their business continuity arrangements.
The Directors reviewed the Company’s financial resources, including the highly liquid nature of its investment
portfolio, the absence of structural gearing, and the ability to meet operating costs as they fall due. Stress and
scenario analysis was performed to test the Company’s projections under a range of adverse market conditions.
Based on this assessment, the Directors have a reasonable expectation that the Company has adequate resources
to continue in operational existence for the period to 28 February 2027 being a period of more than 12 months from
the date of approval of the financial statements. Accordingly, the Directors consider that it is appropriate to continue
to prepare the financial statements on a going concern basis.
General
The Company purchases liability insurance covering the Directors and Officers of the Company.
The Directors’ Report was approved by the Board and signed on its behalf by:
Dr Andrew J. Hosty
Chairman
18th February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
26
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
27
Corporate Governance Statement
AIC Code
The Board confirms that the Company has applied all of the Principles and complied with all the Provisions of the
AIC Code throughout the year, except as set out in this Corporate Governance Statement.
The Board confirms that the Company has fully complied with the Principles and Provisions of the AIC Code
throughout the year, except as set out in this Corporate Governance Statement.
The AIC Code is available on the Association of Investment Companies’ website (www.theaic.co.uk).
Operation of the Board of Directors
The Directors of the Company, as shown on page 64, are Dr A. J. Hosty, Mr S. J. B. Knott, Mr J. B. Roper and Ms M. H.
Vaughan. The Directors' biographical details, set out on page 24, demonstrate a breadth of investment, commercial
and professional experience relevant to the Company’s operations.
The Board is responsible for the long-term sustainable success of the Company and for overseeing its strategic
direction and risk framework. The Board:
n sets and reviews the Company’s investment objective and policy;
n monitors investment performance, including the discount/premium to net asset value;
n oversees the risk management and internal control framework; and
n ensures compliance with the requirements for maintaining the Company’s investment trust status.
The Board has delegated day-to-day portfolio management to the Investment Manager, Jupiter Unit Trust Managers
Limited (JUTM), but retains responsibility for decisions regarding unquoted investments and the valuation thereof,
as presented by JUTM, which is ratified by the Board.
The Chairman ensures that the Board receives timely, accurate and clear information from the Investment Manager,
Company Secretary and Administrator, enabling robust challenge and effective decision-making. Representatives of
the Investment Manager and the Administrator attend each Board meeting.
Directors may seek independent professional advice, at the Company’s expense, in the furtherance of their duties.
The Directors, their roles and attendance records are as follows:
Directors Role Audit, Risk and Nominations and Management Board
Compliance Remuneration Engagement meetings
Committee Committee Committee attended
Mr S. J. B. Knott Non-executive 4 (4) 1 (1) 1 (1) 6 (6)
Dr A. J. Hosty
1
Non-executive – 1 (1) 1 (1) 6 (6)
Mr J. B. Roper
2
Non-executive 4 (4) 1 (1) 1 (1) 6 (6)
Ms M. H. Vaughan
3
Non-executive 4 (4) 1 (1) 1 (1) 6 (6)
1
Chairman of the Board and the Management Engagement Committee
2
Chairman of Nominations and Remuneration Committee
3
Chairman of Audit, Risk and Compliance Committee
Six board and six board committee meetings were held during the year. In addition, two ad-hoc Board Committee
meetings were held to approve the Annual Report and the Half Year Report. In accordance with the AIC Code, Dr
A. J. Hosty is not a member of the Audit, Risk and Compliance Committee but may attend meetings by standing
invitation.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
28
Corporate Governance Statement (continued)
Independence of the Directors
The Board comprises four non-executive Directors. The Board has reviewed the independence of each Director in
accordance with the AIC Code.
Under the AIC Code Mr S. J. B. Knott is not deemed independent by virtue of his previous position as Investment
Director. Notwithstanding this, the Board considers him independent in character and judgment, and as he has no
current or prior association with JUTM other than as a non-executive Director of the Company. Mr Knott’s extensive
investment knowledge and insight into the portfolio companies continue to be of significant value. Mr Roper has
served on the Board for over nine years. The Board does not believe that an extended tenure compromises a
director’s independence. The Board considers Mr Roper independent in character and judgment and values the
extensive experience he brings to bear on Board deliberations.
All other Directors are considered independent.
As noted in last year’s Annual Report, Mr J. B. Roper will retire at the 2026 AGM. With the exception of Mr Roper, all
Directors will stand for re-election at the forthcoming AGM. Ms Ruth Beechey has been appointed to succeed Mr
Roper and will join the Board with effect from the conclusion of the AGM.
Board Diversity – Gender and Ethnic Background
In accordance with Listing Rule 9.8.6 R(9) and (11), the Company is required to include a statement in the Annual
Report setting out whether it has met the following targets on board diversity. The reference date for this statement
is 31st December 2025, the Company’s year end:
1) At least 40% of individuals on its board are women;
2) At least one of the senior board positions is held by a woman; and
3) At least one individual on its board is from a minority ethnic background.
The following tables set out the prescribed format for information in accordance with the requirements of LR 9 Annex 2.
(a) Table for reporting on gender identity or sex
Number of Percentage Number of senior
Board of the positions on
members Board the Board
Men 3 75% 2
Women 1 25% 1
Not specified/prefer not to say - - -
(b) Table for reporting on ethnic background
Number of Percentage Number of senior
Board of the positions on
members Board the Board
White British or other White (including minority white groups) 4 100% 3
Mixed Multiple Ethnic Groups - - -
Asian/Asian British - - -
Black/African/Caribbean/Black British - - -
Other ethnic group, including Arab - - -
Not specified/prefer not to say - - -
As an externally managed investment company, the Company has no executive positions such as CEO or CFO. For
the purposes of reporting senior positions under the UK Listing Rules, the Company includes the Chairman, the Chair
of the Audit, Risk and Compliance Committee and the Senior Independent Director.
Diversity data was collected in consultation with each Director. Additional information on diversity and inclusion is
provided in the Strategic Report.
Conflicts of Interest
The Company’s Articles of Association incorporate the Directors’ statutory duties under the Companies Act 2006.
The Board maintains a formal framework for reporting conflicts or potential conflicts of interest, which operated
effectively throughout the year.
All Directors are required to notify the Company Secretary of any situations, or potential situations, where they
consider that they have or may have a direct or indirect inter
est or duty that conflicts or may possibly conflict with
the interests of the Company. Directors are also made aware that there remains a continuing obligation to notify
the Company Secretary of any new situation that may arise, or any change to a situation previously notified. The
Board regularly reviews the register of conflicts.
Nominations and Remuneration Committee
The Committee is responsible for reviewing Board composition, succession planning, skills, experience and diversity.
It also oversees the recruitment of new Directors and ensures appropriate induction and ongoing training. Its chairman
is an independent non- executive Director.
The Committee also reviews the composition of the Board and its Committees. The Committee is satisfied that the
Board and its Committees function effectively, both collectively and individually, and that they contain the
appropriate balance of skills and experience to provide effective management.
Board Performance Review
An external Board Performance Review is not required for an externally managed investment company of this size;
therefore the 2025 review was internally facilitated. Questionnaires and structured discussions were used to assess
the performance of the Board, its Committees, individual Directors and the Chairman.
The review confirmed that the Board and its Committees continue to operate effectively, with a suitable mix of
skills and experience, appropriate challenge, oversight and diversity of thought. The review further confirmed that
all Directors continue to be effective on behalf of the Company and committed to the role.
In order to prevent “over boarding” and possible conflict, any significant external commitments require the prior
consent of the Board.
Tenure of Directors
The Company’s policy is that Directors will normally serve for up to nine years from the date of appointment to the
Board, subject to annual re-election and continuing satisfactory performance.
As noted above, with the exception of Mr Roper, all Directors will retire at the Annual General Meeting and, being
eligible, offer themselves for re-election. The Board considers that all Directors bring broad, current and relevant
business experience that allows them to contribute effectively to the leadership of the Company. The Board
evaluation confirmed that the performance of all Directors continues to be effective and that all Directors are
committed to their roles. The Board therefore recommends the re-election of all Directors at the forthcoming Annual
General Meeting.
The Board considers succession planning on a regular basis.
Each non-executive Director has signed a letter of appointment to formalise the terms of their engagement as a
Director of the Company (or there is a memorandum of such terms), copies of which are available on request and
at the Company’s Annual General Meeting. The appointment dates of each Director are shown on page 37. No
Director is or was materially interested in any contract subsisting during or at the end of the year that was significant
in relation to the Company’s business.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
29
Corporate Governance Statement (continued)
No Director has, or during the financial year had, a contract of service with the Company.
The Company is committed to ensuring that vacancies arising are filled by the best qualified candidates and recognises
the value of diversity in the composition of the Board.
In line with the recommendations of the AIC Code, the Board is committed to ensuring that appointments to the
Board are made following a rigorous, transparent and merit-based process, taking into account the benefits of
diversity in all its forms.
During the year, a process was initiated to identify a successor to Mr Roper and to appoint a new independent non-
executive Director. To support this process, the Board engaged Nurole, an independent external search agency, which
has no other connection with the Company or with any individual Director.
The search agency was instructed to conduct an extensive search across a diverse pool of candidates with the skills
and experience relevant to the Company’s needs. The brief included specific consideration of legal, financial and risk
expertise, and the Board’s commitment to diversity and inclusion, consistent with the requirements of the UK Listing
Rules and the UK Corporate Governance Code.
The search agency prepared a longlist and shortlist of candidates, all of whom were assessed against objective criteria.
Following formal interviews and evaluation, the Board agreed that Ms Ruth Beechey best met the requirements of
the role and would contribute effectively to the long-term sustainable success of the Company. Ms Beechey’s
appointment will take effect from the conclusion of the AGM.
Risk Management and Internal Control
In accordance with Provision 29 of the AIC Code, the Board confirms that it has conducted a review of the
effectiveness of the Company’s risk management and internal control systems, including financial, operational and
compliance controls, for the year ended 31st December 2025 and up to the date of approval of this Annual Report.
Based on this review, and the reports received from the Audit, Risk and Compliance Committee, the Board is satisfied
that the Company’s risk management and internal control systems were effective and operated appropriately
throughout the period.
The Board also confirms that:
n a robust assessment of the Company’s principal and emerging risks was carried out;
n a documented risk management and internal control framework is in place, and has been reviewed and updated
where necessary;
n the Investment Manager and key service providers have reported on controls and risk mitigation measures;
n the Board has received the necessary assurance to support this statement.
In accordance with the AIC Code, this statement addresses the Company’s internal controls as they relate to the
Company itself, recognising that, as an externally managed investment company, operational systems are provided
by third-party service providers, whose assurance reports have been reviewed by the Board.
The risk management and internal control system is designed to manage, rather than eliminate, the risk of failure to
achieve the Company’s objectives. It must be stressed that undertaking an acceptable degree of controlled risk is
always necessary in the management of any investment trust if above average performance is to be achieved. For
this reason, the process can only provide reasonable and not absolute assurance against loss.
Audit, Risk and Compliance Committee
The Audit, Risk and Compliance Committee is a formally constituted committee of the Board with defined terms of
reference, which include its role and the authority delegated to it by the Board, and which are available at the
Company’s registered office and on the Company’s website.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
30
The Committee is responsible for overseeing the integrity of the Company’s financial reporting, risk management
framework and internal control environment. It also oversees the external audit and reviews the effectiveness and
independence of the auditor.
This Committee also reviews the performance of key third-party service providers; however, the performance of
the Investment Manager is reviewed by the Management Engagement Committee.
Further details are given in the Report of the Audit, Risk and Compliance Committee on pages 32 to 34.
Management Engagement Committee
The Management Engagement Committee oversees the review of the Investment Manager, JUTM. The Committee
comprises all Directors and is chaired by Dr A. J. Hosty. The Committee meets at least annually to evaluate investment
performance, portfolio management process, resources, risk management and the quality of services provided by
the Investment Manager to the Company and its shareholders.
Notwithstanding the disappointing performance in 2025, following its latest review, the Committee concluded, and
recommended to the Board, that JUTM’s continued appointment is in the interests of shareholders as a whole.
Independent Auditor
Ernst & Young LLP (“EY”) was appointed following a competitive tender in 2023 and has expressed willingness to
continue as auditor. Resolutions to re-appoint EY and to authorise the Directors to determine its remuneration will
be proposed at the forthcoming AGM.
Statement of Compliance
The Directors consider that during the year ended 31st December 2025 the Company complied with all the relevant
Principles and Provisions of the AIC Code.
This Corporate Governance Statement was approved by the Board and signed on its behalf:
Dr Andrew J. Hosty
Chairman
18th February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
31
Report of the Audit, Risk and Compliance Committee
Role of the Audit, Risk and Compliance Committee
The Audit, Risk & Compliance Committee (the “Committee”) is responsible for providing independent oversight on
behalf of the Board in relation to the effectiveness of the Company’s financial reporting, internal control and risk
management systems, external audit, and the assurance provided by the Company’s key third-party service providers.
In accordance with the 2024 UK Corporate Governance Code and the AIC Code of Corporate Governance, the
Committee’s principal responsibilities include:
n Internal Controls & Risk Management
Monitoring the effectiveness of the Company’s internal control and risk management systems, including those
operated by key outsourced service providers, and reviewing the Company’s risk framework and risk appetite.
n Financial Reporting
Reviewing the integrity of the half-yearly and annual financial statements and ensuring they are fair, balanced
and understandable. This includes challenging, where necessary, the significant accounting judgements made by
the Investment Manager and Administrator.
n External Audit
Meeting the Auditor to consider its proposed audit plan, reviewing the scope, materiality and audit findings,
evaluating the effectiveness of the audit process, and overseeing the independence and objectivity of the Auditor.
n Auditor Appointment
Making recommendations to the Board on the appointment, re-appointment or removal of the Auditor and
approving its remuneration and terms of engagement, including any non-audit services.
n Oversight of Third-Party Service Providers
Monitoring the controls and performance of key suppliers, including the Investment Manager, Administrator,
Company Secretary, Depositary, Custodian and Registrar, and reviewing the internal controls reports (SOC 1/ISAE
3402 and equivalent) provided by these organisations.
The Committee meets at least twice per year and operates within formal terms of reference, which are reviewed
annually and are available on the Company’s website and at its registered office.
Composition of the Audit, Risk and Compliance Committee
The Committee comprises three non-executive Directors, all of whom are considered by the Board to be
independent. The Board has determined that the Committee Chair has recent and relevant financial experience, and
that collectively the Committee has competence relevant to the investment trust sector.
Significant Issues and Risks
In planning its own work and reviewing the audit plan of the Auditor, the Audit, Risk and Compliance Committee
takes account of the most significant issues and risks, both operational and financial, likely to impact upon the
Company’s financial statements.
1. Valuation and Existence of Investments
The valuation and existence of the investment portfolio is considered a key risk. As the portfolio comprises listed
equities, valuations can be verified using quoted market prices. The Company has one unlisted investment which is
de minimis in the context of the investment portfolio as a whole. The valuation of the unlisted investment is
determined by the Board based upon a recommendation by the Investment Manager.
The Committee receives reports confirming regular reconciliation of the portfolio to the books and records of the
Company’s Custodian, Northern Trust Company, which also acts as Depositary. The investment portfolio is regularly
reconciled to the Custodian’s records. The Auditor independently verifies the reconciliations and confirms the
existence of investments as at 31 December each year.
2. Completeness and Accuracy of Income
The recognition of income is a further key area of focus. Internal controls operated by the Investment Manager and
Administrator include regular reconciliations to market announcements, Depositary records and contract notes.
The Board reviews income reports at each meeting. The Committee is satisfied that the controls operated by its
third-party service providers are effective.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
32
3. Financial Reporting – Fair, Balanced and Understandable
The Committee reviews the Annual Report as a whole, including narrative reporting, to ensure that it presents a fair,
balanced and understandable assessment of the Company’s position and performance, business model and strategy.
Both the Annual Report and the half-yearly report are approved by the Audit, Risk and Compliance Committee and
are recommended to the Board for approval prior to publication.
4. Going Concern and Viability
The Committee considered the robustness of the Company’s financial position, its liquidity, the resilience of its
outsourced service providers and the stress-testing that was undertaken. The Committee recommended to the
Board the adoption of the going concern basis of preparation. The Board’s conclusions are set out in the Report of
the Directors.
Internal Controls
The Committee is responsible for ensuring that suitable internal control systems to prevent and detect fraud and
error are designed and implemented and is also responsible for reviewing the effectiveness of such controls. The
Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced
by the Company. This process has been in place for the year under review and up to the date of approval of this
Report and is regularly reviewed. In particular, it has reviewed and updated the process for identifying and evaluating
the significant risks affecting the Company and the policies by which these are managed. The risks of failure of any
such controls are identified in a risk assessment which identifies the likelihood and severity of the impact of such
risks and the controls in place to minimise the probability of such risks occurring; the risk management process and
systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company’s
objectives. It should be recognised that such systems can only provide reasonable, but not absolute, assurance against
material misstatement or loss. Equally, it must be stressed that undertaking an acceptable degree of controlled risk
is always necessary in the management of any investment trust if above average performance is to be achieved.
The following are the key components which the Company has in place to provide effective internal control:
n The Board has agreed clearly defined investment criteria; reports on compliance therewith are regularly reviewed
by the Board.
n The Board has a procedure to ensure that the Company can continue to be approved as an investment trust by
complying with section 1158 of the Corporation Tax Act 2010.
n The Administrator prepares forecasts and management accounts which allow the Board to assess the Company’s
activities and review its performance.
n The performance of the Investment Manager and any contractual agreements with other third party service
providers, and adherence to them, are regularly reviewed.
n The Board receives and reviews the internal controls reports of the Investment Manager, Administrator, Custodian
and Depositary and seeks assurances as to the impact, if any, on the Company in the event of any shortcomings.
n The Company does not itself have a whistleblowing policy in place. The Company delegates its administration
to third party providers which have such policies in place.
Board Declaration on Internal Controls
In accordance with Provision 29 of the AIC Code, the Committee advised the Board in relation to the effectiveness
of the Company’s internal controls framework for the year ended 31st December 2025.
The Board’s formal declaration of effectiveness is included in the Corporate Governance Statement.
Internal Audit
The Committee has reviewed the need for an internal audit function, but has concluded that, given the size of the
organisation and the clear segregation of investment management and control of the assets, there is no need for
such a function at the current time. The Audit, Risk and Compliance Committee continues to keep such a requirement
under review.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
33
Report of the Audit, Risk and Compliance Committee (continued)
External Audit and Process
The Committee meets the Auditor, Ernst & Young LLP (“EY”), at least twice a year. EY presented its audit plan in July
2025, which set out:
n the planned audit scope;
n the principal audit risks (consistent with those identified by the Committee);
n the audit materiality level;
n the audit timetable; and
n the proposed audit fees (£55,000, excluding VAT).
The Committee challenged EY on its risk assessment, audit approach and use of materiality and was satisfied that
the plan addressed the key risks appropriately.
Following completion of the audit, EY presented its Audit Results Report, including required communications under
auditing standards. The Committee reviewed the effectiveness of the audit process and was satisfied with the quality
of the audit, the Auditor’s challenge and the robustness of its findings.
The Committee meets the Auditor at least once a year without the Investment Manager and Administrator present.
Auditor Assessment and Independence
The Committee reviewed EY’s independence policies, safeguards and quality controls and concluded that EY
remained independent and objective.
The Committee operates a formal policy on non-audit services, consistent with FRC guidance, under which:
n non-audit services that could compromise independence are prohibited; and
n any permitted non-audit services require prior approval by the Committee.
No non-audit services were provided by EY during the year (2024: £nil).
Independence
During the year the Committee reviewed the independence policies and procedures of the Auditor, including quality
assurance procedures. It was considered that those policies and procedures remained fit for purpose.
Conclusion
The Audit, Risk and Compliance Committee has reviewed the matters within its terms of reference and confirms
that it has:
n reviewed and recommended the approval of the Annual Report and Financial Statements for the year ended
31st December 2025;
n assessed the effectiveness of the Company’s system of internal controls and risk management;
n evaluated the need for an internal audit function;
n reviewed the independence, effectiveness and objectivity of the Auditor;
n satisfied itself that the Annual Report is fair, balanced and understandable; and
n considered the terms of EY’s engagement and has recommended to the Board that EY be reappointed as Auditor
at the 2026 Annual General Meeting.
Ms M. H. Vaughan
Director
Chair, Audit, Risk and Compliance Committee
18th February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
34
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
35
Directors’ Annual Remuneration Report
Introduction
This Report is submitted in accordance with the requirements of sections 420 to 422 of the Companies Act 2006 in
respect of the year ended 31st December 2025. An ordinary resolution to approve this Report will be put to members
at the forthcoming Annual General Meeting; however, the Directors’ remuneration is not conditional upon the
resolution being passed.
The Company has established a Nominations and Remuneration Committee, the terms of reference of which include
annually reviewing and recommending to the Board the level of Directors’ fees and remuneration. The full terms of
reference are available at the Company’s registered office and on the Company’s website. The Committee comprises
all Board members and is chaired by Mr J. B. Roper. The full Board being members of the Committee enables Directors
to address any potential conflicts when assessing individual levels of remuneration.
Directors’
remuneration as a single figure (audited)
Taxable Taxable
Fees Benefits Total for Fees Benefits Total for
2025 2025 2025 2024 2024 2024
Director £ £ £ £ £ £
Dr A. J. Hosty (Chairman) 39,900 – 39,900 38,000 – 38,000
Mr S. J. B. Knott 29,925 – 29,925 28,500 – 28,500
Mr J. B. Roper 29,925 – 29,925 28,500 – 28,500
Ms M. H. Vaughan 34,385 – 34,385 32,750 – 32,750
Total 134,135 – 134,135 127,750 – 127,750
Annual percentage change in Directors’ remuneration
The annual percentage change in fees for each Director who served in the year under review is set out in the following
table:
Year to Year to Year to Year to Year to
31st December 31st December 31st December 31st December 31st December
2025 2024 2023 2022 2021
% % % % %
Dr A. J. Hosty (Chairman)
1
5.0 26.7 25.0 9.1 –
Mr S. J. B. Knott
2
5.0 5.6 – n/a n/a
Mr J. B. Roper 5.0 5.6 12.5 9.1 –
Ms M. H. Vaughan
3
5.0 5.6 n/a n/a n/a
1
Dr A. J. Hosty’s role changed from non-executive Director to Chairman on 31st August 2023
2
Mr S. J. B. Knott’s appointment as a non-executive Director commenced on 3rd October 2022
3
Ms M. H. Vaughan was appointed a Director on 1st January 2023
No payments of other types prescribed in the relevant regulations such as Long-term Incentive Plans (“LTIPs”) or
pensions and pension-related benefits were made.
All Directors are entitled to the reimbursement of expenses incurred by them in order to perform their duties as
Directors of the Company.
No additional remuneration or compensation was paid or payable by the Company during the year to any other
current or former Directors.
With effect from 1st January 2026 the fees payable to the Directors are as follows: Chairman £41,400, Chair of the
Audit, Risk and Compliance Committee £35,600 and other non-executive Directors £31,000.
Directors’ Annual Remuneration Report (continued)
Statement of Directors’ shareholdings and share interests (audited)
The Company has not set any requirements or guidelines for the Directors to own Ordinary shares in the Company.
The beneficial interests of the Directors and their connected persons in the Ordinary shares of the Company are
shown in the table below.
Ordinary shares
31st December 31st December
2025 2024
Dr A. J. Hosty 498 –
Mr S. J. B. Knott 785,062 785,062
Mr J. B. Roper – –
Ms M. H. Vaughan – –
No changes in the Directors’ interests shown above have occurred since 31st December 2025.
Performance graph
The graph below illustrates the total shareholder return for the Ordinary shares relative to the FTSE All-Share Index.
This has been selected as the most appropriate index against which to compare performance as it is the Company’s
benchmark index.
Significance of spend on pay
Directors’ Shareholder
remuneration distribution
£ £
2025 134,135 2,152,000
2024 127,750 2,326,000
Difference 6,385 (174,000)
% Change 5.0 (7.5)
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
36
2019 2020 2021 2022 2023 2024 20252016 20182017
10 Year cumulative performance graph 2016 to 2025
50%
40%
10%
0%
-10%
FTSE All Share Index (rebased 100)
NAV per share (rebased 100)
20%
30%
60%
Service contracts and letters of appointment
Except as set out below, there are no written service contracts or contract for services in respect of any Director.
There are no share options, LTIPs, pension or profit-related pay arrangements with any of the Directors.
There are letters of appointment for all four non-executive Directors:
Director Date
Dr A. J. Hosty 1st July 2017
Mr S. J. B. Knott 3rd October 2022
Mr J. B. Roper 5th April 2016 (Superseding letter dated 19th May 2011)
Ms M. H. Vaughan 1 January 2023
No terms or notice periods are set out in any terms of appointment of any of the Directors. All Directors are subject
to re-election at the Company’s Annual General Meeting to be held on 26th March 2026.
There are no provisions for the payment of compensation for loss of office, early termination or wrongful termination
by the Company. Any payment on termination of their appointments would be calculated in accordance with their
strict legal entitlements.
The Company’s Policy on Directors’ Remuneration
The following is the Company’s policy for Directors’ remuneration. The policy was last approved by shareholders at
the Annual General Meeting held on 23rd March 2023. Shareholders will be asked to reconsider the Remuneration
Policy at the forthcoming Annual General Meeting to be held on 26th March 2026.
Introduction
The Company’s policy as regards non-executive Directors is that fees payable to them should reflect their expertise,
responsibilities and time spent on Company matters. In determining the level of non-executive remuneration, market
equivalents should be considered with regard being had to the overall activities and size of the Company.
The maximum aggregate level of fees payable to the Directors for acting as Directors of the Company is £250,000
per annum (or such higher amount as is decided by ordinary resolution). Directors may also be remunerated for
providing special services or for performing any other office or employment by the Company (other than as auditor).
The Company does not confer any share options, long-term incentives or retirement benefits on any Director, nor
does it make a contribution to any pension scheme on behalf of the Directors. The Company also puts Directors’
liability insurance in place.
Future Policy Table
The tables below summarise the various elements of the remuneration packages of the Directors.
Chairman and non-executive Directors’ fees
Element Purpose and link to strategy
Chairman and The fees paid to the Chairman and the other non-executive Directors aim to be competitive with
non-executive other investment trusts of equivalent size and complexity. Fees are fixed annual sums and are
Directors’ fees reviewed periodically by the Board (for non-executive Directors) and the Nominations and
Remuneration Committee (for the Chairman). Neither the Chairman nor the other non-executive
Directors receive any incentive payment.
Notes:
No Director is entitled to receive any pension provision.
The Company has no employees.
Approach to Recruitment Remuneration
The principles the Company would apply in setting remuneration for new Board members would be in line with the
Remuneration Policy. Fees and salary for new appointees would therefore be expected to be commensurate with
that of the existing Board members and their relevant peer group.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
37
Directors’ Annual Remuneration Report (continued)
Statement of Consideration of Employment Conditions elsewhere in the Company
As the Company has no employees there was no consultation when setting the Directors’ Remuneration Policy and
no remuneration comparison measurement with employees was used.
It is intended that the Directors’ Remuneration Policy will continue to apply until the Annual General Meeting in
2029.
Voting at Annual General Meeting
A binding ordinary resolution approving the Directors’ Remuneration Policy was approved on 23rd March 2023. The
votes cast were as follows:
Remuneration Policy
For – % of votes cast 99.85%
Against – % of votes cast 0.15%
Total votes cast 1,178,164
Number of votes withheld 6,896
A non-binding ordinary resolution adopting the Annual Report on Directors’ Remuneration for the year ended 31st
December 2024 was approved by shareholders at the Annual General Meeting held on 24th March 2025. The votes
cast by proxy were as follows:
Annual Report on Directors’ Remuneration
For – % of votes cast 99.7%
Against – % of votes cast 0.3%
At Chairman’s discretion – % of votes cast 0.0%
Total votes cast 2,210,916
Number of votes withheld 1,017
Audited Information
In accordance with the Companies Act 2006, the following disclosures in the Directors’ Remuneration Report have
been audited:
n the Single Total Figure of Remuneration for each Director;
n details of Directors’ fees and emoluments;
n details of payments to past Directors, where applicable; and
n details of Directors’ interests in the shares of the Company.
The remaining disclosures within the Directors’ Remuneration Report are not subject to audit.
Annual Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8 to the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report (which has been
agreed by the Board) summarises, as applicable, for the year ended 31st December 2025:
n the major decisions on Directors’ remuneration;
n any substantial changes relating to Directors’ remuneration made during the year; and
n the context in which the changes occurred and decisions that have been taken.
Mr J. B. Roper
Director
Chairman, Nominations and Remuneration Committee
18th February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
38
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable
United Kingdom law and UK adopted International Accounting Standards.
The Directors are required to prepare the financial statements for each financial year which present fairly the financial
position, the financial performance and cash flows of the Company for that period. In preparing those financial
statements the Directors are required to:
n select suitable accounting policies in accordance with UK adopted International Accounting Standard 8
Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
n make judgments and estimates that are reasonable and prudent;
n present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information;
n provide additional disclosures when compliance with the specific requirements of UK adopted International
Accounting Standards is insufficient to enable users to understand the impact of particular transactions, other
events and conditions on the Company’s financial position and financial performance;
n state that the Company has complied with UK adopted International Accounting Standards subject to any
material departures disclosed and explained in the financial statements; and
n 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 proper accounting records which 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 Directors’ Report, Strategic
Report and Directors’ Remuneration Report that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company’s website. Visitors to the website need to be aware that legislation in the UK governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and financial statements taken as a whole are fair, balanced and
understandable and provide shareholders with the information necessary to assess the Company’s position and
performance, business model and strategy.
The Directors confirm that to the best of their knowledge:
n the financial statements, prepared in accordance with applicable accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the Company; and
n the Strategic Report includes a fair review of the development and performance of the business and the position
of the Company, together with a description of the principal risks and uncertainties that it faces.
Dr A. J. Hosty
Chairman
18th February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
39
Independent Auditor’s Report
To the Members of Rights and Issues Investment Trust PLC
Opinion
We have audited the financial statements of Rights and Issues Investment Trust PLC (“The Company”) for the year
ended 31st December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position,
Statement of Changes in Equity, Cash Flow Statement and the related notes 1 to 21, including material accounting
policy information.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted
international accounting standards.
In our opinion, the financial statements:
n
give a true and fair view of the Company’s affairs as at 31st December 2025 and of its profit for the year then ended;
n have been properly prepared in accordance with UK-adopted international accounting standards; and
n have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain
independent of the Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment
of the Company’s ability to continue to adopt the going concern basis of accounting included:
n Confirming our understanding of the Company’s going concern assessment process by engaging with the Directors
and the Company Secretary to determine if all key factors were considered in their assessment.
n Inspecting the Directors’ assessment of going concern, including the revenue forecast, for the period to
28 February 2027 which is at least 12 months from the date the financial statements were authorised for issue. In
preparing the revenue forecast, the Company has concluded that it is able to continue to meet its ongoing costs
as they fall due.
n Reviewing the factors and assumptions, including the impact of the current economic environment, as applied
to the revenue forecast and the liquidity assessment of the investments. We considered the appropriateness of
the methods used to calculate the revenue forecast and the liquidity assessment and determined, through testing
of the methodology and calculations, that the methods, inputs and assumptions utilised were appropriate to be
able to make an assessment for the Company.
n Reviewing the Company’s going concern disclosures included in the Annual Report in order to assess that the
disclosures were appropriate and in conformity with the reporting standards.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a
going concern for a period assessed by the Directors, being the period to 28 February 2027 which is at least 12 months
from when the financial statements are authorised for issue.In relation to the Company’s reporting on how they
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
40
have 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. However, because not all future events or conditions can be predicted, this statement
is not a guarantee as to the Company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters • Risk of incomplete or inaccurate revenue recognition
• Risk of incorrect valuation or ownership of the investment portfolio
Materiality • Overall materiality of £1.24m which represents 1% of Shareholders funds
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine
our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into
account size, risk profile, the organisation of the Company and effectiveness of controls, the potential impact of
climate change and changes in the business environment when assessing the level of work to be performed. All audit
work was performed directly by the audit engagement team.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Company. The Company has
determined that the most significant future impacts from climate change on their investments and overall investment
process. These are explained on page 21 in the in the principal and emerging risks section, which form part of the
“Other information,” rather than the audited financial statements
Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear
to be materially misstated, in line with our responsibilities on “Other information”.
Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating
management’s assessment of the impact of climate risk, and whether this has been appropriately reflected in the
financial statements as set out in note 1 and the conclusion that there was no further impact of climate change to
be taken into account as the investments are valued based on market pricing as required by UK-adopted International
Accounting Standards.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and
viability and associated disclosures. Where considerations of climate change were relevant to our assessment of
going concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key
audit matter or to impact a key audit matter.
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 our opinion
thereon, and we do not provide a separate opinion on these matters.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
41
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
42
We have performed the following
procedures:
We obtained an understanding of
the processes and controls
surrounding revenue recognition
including the classification of special
dividends by performing
walkthrough procedures.
For 100% of dividends received and
accrued, we recalculated the income
by multiplying the investment
holdings at the ex-dividend date,
traced from the accounting records,
by the dividend per share, which
was agreed to an independent data
vendor. We also agreed all exchange
rates to an independent data vendor
and agreed all dividends received
and accrued to bank statements,
where paid.
For 100% of dividends accrued, we
reviewed the investee company
announcements to assess whether
the dividend entitlements arose
prior to 31st December 2025.
To test completeness of recorded
income, we verified that expected
dividends for each investee
company held during the year had
been recorded as income with
reference to investee company
announcements obtained from an
independent data vendor.
For all investments held during the
year, we reviewed the type of
dividends paid with reference to an
external data vendor to identify
those which were special.
Based on the work performed, we
did not identify any special
dividends during the year. This is
consistent with the Company’s
accounting records.
The results of our procedures
identified no material misstatement
in relation to the risk of incomplete
or inaccurate revenue recognition.
Independent Auditor’s Report
To the Members of Rights and Issues Investment Trust PLC
Risk Our response to the risk Key observations communicated to
the Audit Committee
Incomplete or inaccurate revenue
recognition (as described on page
32 in the Report of the Audit, Risk
and Compliance Committee and as
per the accounting policy set out
on page 51).
The investment income receivable
by the Company during the year
directly affects the Company’s
revenue return. There is a risk of
incomplete or inaccurate revenue
recognition of revenue through the
failure to recognise proper income
entitlements or the failure to apply
appropriate accounting treatment.
Additionally, in accordance with the
AIC SORP, special dividends
received by the Company can be
included in either the revenue or
capital columns of the Statement of
Comprehensive Income depending
on the commercial circumstances
behind the payments.
The total income from investments
for the year to 31st December 2025
was £3.40 million (2024: £3.31 million).
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
43
The results of our procedures
identified no material misstatement
in relation to the risk of incorrect
valuation or ownership of the
investment portfolio.
We performed the following
procedures:
We obtained an understanding of
the processes and controls
surrounding investment pricing and
legal title of investments by
performing walkthrough procedures.
For all listed investments in the
portfolio, we verified the market
prices and exchange rates to an
independent pricing vendor and
recalculated the investment
valuations as at the year-end.
We inspected the stale pricing
reports produced by the
administrator to identify prices for
any listed investments that have not
changed around the year-end to
verify whether the listed price is a
valid fair value through review of
trading activity. No stale prices were
identified.
We compared the Company’s
investment holdings as at 31st
December 2025 to independent
confirmations received directly from
the Company’s Depositary and
Custodian.
Risk Our response to the risk Key observations communicated to
the Audit Committee
Incorrect valuation or ownership
of the investment portfolio (as
described on page 32 in the Report
of the Audit, Risk and Compliance
Committee and as per the
accounting policy set out on page
52).
The valuation of the portfolio as at
31st December 2025 was £121.51m
(2024: £121.29m) consisting entirely
of listed equities with the exception
of one de-listed equity which was
valued at £0.03m (2024: £0.03m).
The valuation of the assets held by
the Company is the key driver of
the Company’s net asset value and
total return. Incorrect investment
pricing, or a failure to maintain
proper legal title of the investments
held by the Company could have a
significant impact on net asset value
and the return generated for
shareholders.
The fair value of listed investments
is determined using quoted market
bid prices at close of business on
the reporting date.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected
to influence the economic decisions of the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £1.24 million (2024: £1.23 million), which is 1% (2024: 1%) of Shareholder
Funds. We believe that this materiality basis provides us with material alignment to the key measurement of the
Company’s performance.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment of the Company’s overall control environment,
our judgement was that performance materiality was 75% (2024: 50%) of our planning materiality, namely £0.93m
Independent Auditor’s Report
To the Members of Rights and Issues Investment Trust PLC
(2024: £0.62m). We have set performance materiality at this per
centage due to our past experience of working with
the key service providers which indicates a lower risk of misstatements, both corrected and uncorrected.
Given the importance of the distinction between revenue and capital for investment trusts, we have also applied a
separate testing threshold for the revenue column of the Statement of Comprehensive Income which is calculated
as 5% of net revenue return before tax. We determined this to be £0.12 million (2024 £0.11 million).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit, Risk and Compliance Committee that we would report to them all uncorrected audit
differences in excess of £0.06m (2024: £0.06m), which is set at 5% of planning materiality, as well as differences below
that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in forming our opinion.
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 this 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 missta
tement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
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:
n the information given in the strategic report and the Directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
n the strategic report and Directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the strategic report or Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
n adequate accounting records have not been kept; or
n the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
n certain disclosures of Directors’ remuneration specified by law are not made; or
n we have not received all the information and explanations we require for our audit
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
44
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained
during the audit:
n Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and
any material uncertainties identified set out on page 26;
n Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and
why the period is appropriate set out on page 22;
n Director’s statement on whether it has a reasonable expectation that the Company will be able to continue in
operation and meets its liabilities set out on page 22;
n Directors’ statement on fair, balanced and understandable set out on page 39;
n Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on
page 18;
n The section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on page 30; and;
n The section describing the work of the Audit, Risk and Compliance Committee set out on page 32.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 39, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent 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 irregularities, including fraud. The risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The
extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with
governance of the Company and management.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
45
Independent Auditor’s Report
To the Members of Rights and Issues Investment Trust PLC
n We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and
determined that the most significant are the UK Adopted International Accounting Standards, the Companies
Act 2006, the Listing Rules, the AIC Code and Statement of Recommended Practice, Section 1158 of the
Corporation Tax Act 2010, and The Companies (Miscellaneous Reporting) Regulations 2018.
n We understood how the Company is complying with those frameworks through discussions with the Audit, Risk
and Compliance Committee and Company Secretary, and review of the board and committee minutes.
n We assessed the susceptibility of the Company’s financial statements to material misstatement, including how
fraud might occur by testing specific accounting journal entries and considering the key risks impacting the
financial statements.
n Based on this understanding we designed our audit procedures to identify non-compliance with such laws and
regulations. Our procedures involved review of the reporting to the Directors with respect to the application of
the documented policies and procedures and review of the financial statements to ensure compliance with the
reporting requirements of the Company.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters we are required to address
n Following the recommendation from the Audit, Risk and Compliance Committee, we were appointed by the
Company at the Annual General Meeting on 27th March 2024 to audit the financial statements for the year
ending 31st December 2024 and subsequent financial periods.
n The period of total uninterrupted engagement including previous renewals and reappointments is two years,
covering the year ending 31st December 2024 to 31st December 2025.
n The audit opinion is consistent with the additional report to the audit committee.
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.
Caroline Mercer
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Edinburgh
18th February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
46
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
47
Financial Statements
Statement of Comprehensive Income
for the year ended 31st December 2025
Year ended 31st December 2025 Year ended 31st December 2024
Revenue Capital To tal Revenue Capital Tot al
Notes £'000 £'000 £'000 £'000 £'000 £'000
Investment income 2 3,403 – 3,403 3,313 – 3,313
Other operating income 2 120 – 120 108 – 108
3,523 – 3,523 3,421 – 3,421
Gains on fair value through
profit or loss assets 10 – 2,392 2,392 – 9,706 9,706
Total income 3,523 2,392 5,915 3,421 9,706 13,127
Expenses
Investment management fee 3 603 – 603 672 – 672
Other expenses 4 565 1 566 522 131 653
1,168 1 1,169 1,194 131 1,325
Profit before finance costs
and taxation 2,355 2,391 4,746 2,227 9,575 11,802
Finance costs – – – – – –
Profit before tax 2,355 2,391 4,746 2,227 9,575 11,802
Tax 6 – – – – – –
Profit for the year 2,355 2,391 4,746 2,227 9,575 11,802
Return per Ordinary share 8 49.2p 49.9p 99.1p 42.1p 181.2p 223.3p
The revenue and capital columns, including the revenue and capital earnings per Ordinary Share, are supplementary
information prepared under guidance published by the AIC.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired
or discontinued during the period. All income is attributable to the equity holders of the Company.
The Company does not have any other comprehensive income. Therefore no separate Statement of Comprehensive
Income has been presented.
The total column represents the statement of comprehensive income of the Company.
The notes on pages 51 to 63 form part of these financial statements.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
48
Financial Statements (continued)
Statement of Financial Position
as at 31st December 2025
31st December 31st December
2025 2024
Notes £'000 £'000
Non-current assets
Investments – fair value through profit or loss 10 121,511 121,285
Current assets
Other receivables 12 442 457
Cash and cash equivalents 13 2,809 1,893
3,251 2,350
Total assets 124,762 123,635
Current liabilities
Other payables 14 287 488
Total assets less current liabilities 124,475 123,147
Net assets 124,475 123,147
Equity
Called up share capital 15 1,195 1,210
Capital redemption reserve 16 1,060 1,045
Retained reserves:
Capital reserve 16 101,898 81,693
Revaluation reserve 16 17,369 36,483
Revenue reserve 16 2,953 2,716
Total equity 124,475 123,147
Net asset value per share
Ordinary shares 17 2603.7p 2543.4p
The notes on pages 51 to 63 form part of these financial statements.
The financial statements were approved by the Board and authorised for issue on 18th February 2026. They were
signed on its behalf by:
Dr A. J. Hosty
Chairman
Company Registration Number: 00736898
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
49
Financial Statements (continued)
Statement of Changes in Equity
for the year ended 31st December 2025
Capital
Share redemption Capital Revaluation Revenue
capital reserve reserve reserve reserve Tota l
£'000 £'000 £'000 £'000 £'000 £'000
For the year ended 31st December 2025
Balance at 31st December 2024 1,210 1,045 81,693 36,483 2,716 123,147
Profit for the year – – 21,505 (19,114) 2,355 4,746
Total recognised income and expense 1,210 1,045 103,198 17,369 5,071 127,893
Ordinary shares bought back
and cancelled* (15) 15 (1,300) – – (1,300)
Dividends (Note 7) – – – – (2,118) (2,118)
Balance at 31st December 2025 1,195 1,060 101,898 17,369 2,953 124,475
Capital
Share redemption Capital Revaluation Revenue
capital reserve reserve reserve reserve Tota l
£'000 £'000 £'000 £'000 £'000 £'000
For the year ended 31st December 2024
Balance at 31st December 2023 1,405 850 84,416 41,873 2,815 131,359
Profit for the year – – 14,965 (5,390) 2,227 11,802
Total recognised income and expense 1,405 850 99,381 36,483 5,042 143,161
Ordinary shares bought back
and cancelled* (195) 195 (17,688) – – (17,688)
Dividends (Note 7) – – – – (2,326) (2,326)
Balance at 31st December 2024 1,210 1,045 81,693 36,483 2,716 123,147
The notes on pages 51 to 63 form part of these financial statements.
*Share buy-back amounts above the nominal value are taken out of the Capital Reserve.
Dividends paid were paid from the revenue reserve.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
50
Financial Statements (continued)
Cash Flow Statement
for the year ended 31st December 2025
31st December 31st December
2025 2024
Notes £'000 £'000
Cashflows from operating activities
Profit before tax 4,746 11,802
Adjustments for:
Gains on investments (2,392) (9,706)
Purchases of investments 10 (34,648) (23,495)
Proceeds on disposal of investments 10 36,814 41,910
Operating cash flows before movements in working capital 4,520 20,511
Decrease in receivables 15 99
(Decrease)/increase in payables (201) 62
Net cash from operating activities before income tax 4,334 20,672
Net cash flows from operating activities 4,334 20,672
Cashflows from financing activities
Ordinary shares bought back (1,300) (17,504)
Dividends paid 7 (2,118) (2,326)
Net cash used in financing activities (3,418) (19,830)
Net increase in cash and cash equivalents 916 842
Cash and cash equivalents at beginning of year 1,893 1,051
Cash and cash equivalents at end of year 2,809 1,893
The net cash flows from operating activities includes cash flows of £3,406,000 from dividend income (2024: £3,414,000)
and £120,000 from interest income (2024: £108,000).
The notes on pages 51 to 63 form part of these financial statements.
Notes to the Financial Statements
for the year ended 31st December 2025
1. Reporting Entity
Rights and Issues Investment Trust PLC is a closed-ended investment company, registered in England and Wales on
2nd October 1962 with Company number 00736898. The Company’s registered office is Hamilton Centre, Rodney
Way, Chelmsford CM1 3BY. Business operations commenced on 28th July 1966 when the Company’s shares were
admitted to trading on the London Stock Exchange. The Company invests primarily in a portfolio of equity securities
with an emphasis on smaller companies. UK smaller companies will normally constitute at least 80% of the investment
portfolio. UK smaller companies include those listed on either the London Stock Exchange or the Alternative
Investment Market (“AIM”).
Details of the Directors, Investment Manager and Advisors can be found on page 64.
The financial statements of the Company are presented for the year ended 31st December 2025 and were authorised
for issue by the Board on 18th February 2026.
Basis of Accounting
The financial statements have been prepared in accordance with
UK-adopted
international accounting standards
and the applicable legal requirements of the Companies Act 2006.
In preparing these financial statements, the Directors have considered the impact of climate change risk and
concluded there was no impact as the values of investments are based on market quoted prices and therefore reflect
market participants view of climate change risk. None of the Company’s other assets and liabilities are considered
to be potentially impacted by climate change.
Under UK-adopted international accounting standards, the AIC Statement of Recommended Practice “Financial
Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) issued in July 2022 has no formal
status, but the Company adheres to the guidance of the SORP unless its requirements contravene those of UK-
adopted international accounting standards.
Going concern
The financial statements have been prepared on a going concern basis. In forming this opinion, the Directors have
considered the general economic backdrop, the potential impact of geopolitical risks on the going concern and
viability of the Company. In making their assessment, the Directors have reviewed income and expense projections
and the liquidity of the investment portfolio, and considered the mitigation measures which key service providers,
including the Investment Manager, have in place to maintain operational resilience.
The Directors have a reasonable expectation that the Company has adequate operational resources to continue in
operational existence for at least twelve months from the date of approval of these financial statements and up to
18th February 2027. Further information on the Company’s going concern can be found on page 26.
Significant accounting policies
a. Accounting convention
The accounts are prepared under the historical cost basis, except for the measurement of fair value of investments.
b. Adoption of new IFRS standards
There have been minor amendments to IAS 1 and 7 and IFRS 7 and 16 which were effective for annual periods
beginning on or after 1st January 2026 and have not had any material impact on the accounts. Amendments to IAS
21 (The Effects of Changes in Foreign Exchange Rates) are effective for annual periods beginning on or after 1st January
2025 and are not anticipated to have any material impact on the accounts.
c. Income
Dividend income is included in the financial statements on the ex-dividend date. All other income is included on an
accruals basis.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
51
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
d. Expenses
The Company’s policy is to expense transaction costs on acquisition/disposal through the gains on investment at fair value
through profit or loss. All other expenses are accounted for on an accruals basis and charged through the revenue account.
e. Taxation
The charge for taxation is based on the net revenue for the year. Deferred taxation is recognised in respect of all
temporary differences that have originated but not reversed at the balance sheet date to which there are none
(2024: none). Investment trusts which have approval under section 1158 of the Corporation Tax Act 2010 are not liable
for taxation on capital gains.
f. Dividends
Dividends payable to shareholders are recognised in the financial statements when they are paid or, in the case of
final dividends, when they are approved by the shareholders.
g. Cash and cash equivalents
Cash comprises cash in hand and deposits payable on demand. Cash equivalents are short-term highly liquid
investments that are readily convertible to known amounts of cash.
h. Investments
Investments are classified as fair value through profit or loss as the Company’s business is investing in financial assets
with a view to profiting from their total return in the form of interest, dividends or capital growth.
Changes in the value of investments held at fair value through profit or loss and gains and losses on disposal are
recognised in the Income Statement as “Gains or losses on investments held at fair value through profit or loss”. Also
included within this heading are transaction costs in relation to the purchase or sale of investments.
All investments, classified as fair value through profit or loss, are further categorised into the following fair value hierarchy:
Level 1 – Unadjusted prices quoted in active markets for identical assets and liabilities.
Level 2 – Having inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (ie as prices) or indirectly (ie derived from prices).
Level 3 – Having inputs for the asset or liability that are not based on observable data.
Investments traded on active stock exchange markets are valued at their fair value, which is determined by the
quoted market bid price at the close of business at the balance sheet date. Where trading in a security is suspended,
the investment is valued at the Board’s estimate of its fair value.
The unquoted investment is valued by the Board at fair value using the International Private Equity and Venture
Capital Valuation Guidelines.
Judgments, estimates or assumptions
The Directors have reviewed matters requiring judgments, estimates or assumptions. The preparation of the financial
statements require management to make judgments, estimates or assumptions that affect the amounts reported
for assets and liabilities as at the year end date and the amounts reported for revenue and expenses during the year.
However, the nature of the estimate means that actual outcomes could differ from those estimates. No significant
judgments, estimates or assumptions have been made in the preparation of these financial statements.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
52
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
53
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
2. Income
2025 2024
£'000 £'000
Income from investments
Franked investment income 3,403 3,313
Other operating income
Deposit interest 120 108
Total income 3,523 3,421
Total income comprises:
Dividends 3,403 3,313
Interest 120 108
3,523 3,421
Income from investments (by category)
UK equity listed 3,246 3,313
AIM traded 157 –
3,403 3,313
3. Investment Management fee
2025 2024
£'000 £'000
Investment management fee 723 806
Operating expenses rebate (120) (134)
Total 603 672
Following the appointment of Jupiter as Investment Manager on 3rd October 2022 a management fee is payable
quarterly to the Investment Manager on the following basis:
0.60% per cent per annum on the Company's NAV up to and including £200 million.
0.50% per cent per annum on the Company’s NAV in excess of £200 million.
An operating expenses cap (rebate) will be applied, in respect of each financial year by means of a balancing charge,
which will reduce the management fee payable to the Investment Manager with respect to the quarter ending 31st
March of the following financial year. It will apply for a period of 5 years with effect from 3rd October 2022. The
operating expenses cap will not apply to the extent that the management fee would be less than 0.50% of the
Company’s average daily NAV during any financial year. The Manager and the Board will review the operating expenses
cap at least annually to determine whether the level of the cap remains appropriate.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
54
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
4. Other Expenses
2025 2024
£'000 £'000
Staff costs (note 5) 6 7
Non-executive Directors’ fees 134 128
Administration fees 85 94
Auditor’s remuneration
– Audit 66 66
Secretarial services 74 58
Other 200 169
565 522
Capital expenses 1 131
Total 566 653
5. Staff Costs and Directors’ Remuneration
2025 2024
£'000 £'000
Social security costs 6 7
Total 6 7
2024 2023
£'000 £'000
Directors’ emoluments 134 128
134 128
6. Taxation
2025 2024
Revenue Capital Tota l Revenue Capital Tot al
£’000 £’000 £’000 £’000 £’000 £’000
Corporation tax at 25% (2024: 25%) – – – – – –
Profit before tax 2,355 2,391 4,746 2,227 9,575 11,802
Tax on profit at effective rate 25% (2024: 25%) 589 598 1,187 557 2,394 2,951
Factors affecting the recovery/charge for the year:
Income not taxable (851) – (851) (828) – (828)
Capital items not taxable – (598) (598) – (2,427) (2,427)
Unutilised losses 262 – 262 271 33 304
Current tax charge for the year – – – – – –
At the year end there is a potential deferred tax asset of £2,748,314 (2024: £2,486,287) in relation to surplus
management expenses of £10,993,257 (2024: £9,945,149). 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 in the year.
The Company has not provided for deferred tax on capital gains or losses arising on the revaluation or disposal of
investments as it is exempt from tax on these items because of its status as an investment trust company.
Factors that may affect future tax charges
The Company has not recognised any deferred tax asset arising as a result of having unutilised management expenses.
These expenses will only be utilised if the tax treatment of the Company’s income and capital gains changes or if
the Company’s investment profile changes.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
55
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
7. Dividends
Amounts recognised as distributions to equity holders in the year:
2025 2024
£'000 £'000
Ordinary (Paid)
Final dividend for the year ended 31st December 2024 of 32.00p per share
(year ended 31st December 2023: 31.25p) 1,532 1,702
Interim dividend for the year ended 31 December 2025 of 12.25p per share
(year ended 31st December 2024: 12p) 586 624
2,118 2,326
2025 2024
£'000 £'000
Ordinary (Proposed)
Final dividend payable for the year ended 31st December 2025 of 32.75p
per share (year ended 31st December 2024: 32.00p) 1,566 1,537
The final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included
as a liability in these financial statements.
Set out below is the total dividend paid and payable in respect of the financial year, which is the basis on which the
requirements of section 1158 of the Corporation Tax Act 2010 are considered.
2025 2024
£'000 £'000
Revenue available for distribution by way of dividend for the year 2,355 2,227
Interim dividend for the year ended 31st December 2025 of 12.25 per share
(year ended 31st December 2024: 12p) (586) (624)
Proposed final dividend for the year ended 31st December 2025 of 32.75p per share
(year ended 31st December 2024: 32.00p) (1,566) (1,537)
Net addition to Revenue reserve 203 66
8. Return per Ordinary Share
2025 2024
£'000 £'000
Return attributable to equity shareholders:
Revenue return 2,355 2,227
Capital return 2,391 9,575
4,746 11,802
p p
Revenue return per share 49.2 42.1
Capital return per share 49.9 181.2
99.1 223.3
Return by share is calculated using the weighted average number of income shares in issue during the year of 4,788,055
(2024: 5,249,524).
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
56
Notes to the Financial Statements (continued)
for the year ended 31st December 2024
9. Investments
Analysis of the investments
The number of companies or institutions in which equities, convertibles or fixed interest securities were held was
25 (2024: 22).
2025 2024
£'000 % £'000 %
Equity Groups
Basic Materials
Chemicals – – 6,232 5.14
Industrial Metals and Mining 8,058 6.63 7,544 6.22
Consumer Discretionary
Leisure Goods 106 0.09 1,397 1.15
Energy
Oil, Gas and Coal 5,000 4.11 – –
Financials
Finance and Credit Services 6,835 5.63 5,666 4.67
Investment Banking and Brokerage Services 15,378 12.66 9,221 7.60
Industrials
Construction and Materials 14,897 12.26 5,348 4.41
Electronic and Electrical Equipment 16,291 13.41 14,698 12.12
General Industrials 4,622 3.80 7,587 6.25
Industrial Support Services 13,193 10.86 6,729 5.55
Industrial Transportation 5,287 4.35 7,665 6.32
Technology
Software and Computer Services 5,711 4.70 – –
Telecommunications
Telecommunications Equipment 5,000 4.11 – –
Utilities
Electricity 5,413 4.45 7,387 6.09
AIM Traded Stocks 15,689 12.91 41,780 34.45
Unlisted 31 0.03 31 0.03
Total UK 121,511 100.00 121,285 100.00
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
57
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
10. Investments held at fair value through profit or loss
2025 2024
£'000 £'000
Investments listed on a recognised investment exchange
UK equity listed investments at fair value 105,791 79,474
AIM traded stocks 15,689 41,780
Unlisted stock 31 31
121,511 121,285
AIM traded/
Listed Unlisted Tot al Total
2025 2025 2025 2024
£’000 £’000 £’000 £’000
Opening book cost 71,755 13,047 84,802 88,121
Opening unrealised appreciation 21,275 15,208 36,483 41,873
Opening valuation 93,030 28,255 121,285 129,994
Movement in the year:
Purchases at cost 34,648 – 34,648 23,495
Sales - proceeds (19,523) (17,291) (36,814) (41,910)
Sales - realised gains on sales 10,492 11,014 21,506 15,096
Decrease/(increase) in unrealised appreciation (12,856) (6,258) (19,114) (5,390)
Closing valuation 105,791 15,720 121,511 121,285
Closing book cost 97,372 6,770 104,142 84,802
Closing unrealised appreciation 8,419 8,950 17,369 36,483
105,791 15,720 121,511 121,285
Realised gains on sales 10,492 11,014 21,506 15,096
Decrease in unrealised appreciation (12,856) (6,258) (19,114) (5,390)
Gains on investments (2,364) 4,756 2,392 9,706
The Company received £36,814,000 (2024: £41,910,000) from investments sold in the year. The book cost of these
investments when they were purchased was £15,308,000 (2024: £15,05,000) These investments have been revalued
over time and until they were sold any unrealised gains/losses were included in the fair value of investment.
With the exception of the delisted stock which is a Level 3 asset, the Company’s investments are Level 1 assets under
the definition of IFRS 7 and comprise equity listed and AIM traded investments classified as held at fair value through
profit or loss.
During the year transaction costs of £172,477 were incurred on the acquisition of investments (2024: £75,583). Costs
relating to disposals of investments during the year amounted to £35,499 (2024: £19,154). All transaction costs have
been included within the capital column of the Income Statement.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
58
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
11. Significant Interests in Investee Companies
The Company has a holding of 3% or more that is material in the context of the financial statements in the following
investments as at 31st December 2025:
%
Name holding
Elecosoft 4.8
Macfarlane Group 4.1
12. Other Receivables
2025 2024
£'000 £'000
Amounts due from brokers – 2
Prepayments and accrued income 442 455
442 457
13. Cash and cash equivalents
2025 2024
£'000 £'000
Cash at bank 1,009 1,893
Cash equivalent 1,800 –
2,809 1,893
14. Other Payables
2025 2024
£'000 £'000
Accruals 287 304
Outstanding share buybacks – 184
287 488
15. Share Capital
2025 2024
£'000 £'000
Allotted, Called Up and Fully Paid
4,780,643 Ordinary Shares of 25p each (2024: 4,841,803) 1,195 1,210
Number of
Ordinary
shares
2024
Balance at beginning of year 4,841,803
Ordinary shares bought back and cancelled (61,160)
4,780,643
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
59
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
16. Reserves
2025
Capital
redemption Capital Revaluation Revenue
reserve reserve reserve reserve
£’000* £’000 £’000 £’000
Beginning of year 1,045 81,693 36,483 2,716
Ordinary shares bought back and cancelled 15 (1,300) – –
Decrease in unrealised appreciation – – (19,114) –
Net gains on realisation of investments – 21,519 – –
Expenses – (14) – –
Profit for year – – – 2,355
Dividends – – – (2,118)
End of year 1,060 101,898 17,369 2,953
2024
Capital
redemption Capital Revaluation Revenue
reserve reserve reserve reserve
£’000* £’000 £’000 £’000
Beginning of year 850 84,416 41,873 2,815
Ordinary shares bought back and cancelled 195 (17,688) – –
Decrease in unrealised appreciation – – (5,390) –
Net gains on realisation of investments – 15,096 – –
Expenses – (131) – –
Profit for year – – – 2,227
Dividends – – – (2,326)
End of year 1,045 81,693 36,483 2,716
*The nominal value of Ordinary share capital purchased and cancelled is transferred out of called-up share capital
and into the capital redemption reserve. Capital redemption reserve is not available for the payments of dividends.
The capital reserve represents realised profits and losses arising on the disposal of investments. The revaluation
reserve represents unrealised profits and losses arising on the revaluation of investments held. The revenue reserve
represents accumulated revenue less the distributions paid. Both the capital reserve and revenue reserve together
represent the total distributable reserves at the year end.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
60
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
17. Net Asset Value per share
The net asset value per Ordinary share calculated in accordance with the Articles of Association was as follows:
Net asset value per Net asset value
Ordinary share attributable attributable
2025 2024 2025 2024
p p £’000 £’000
Ordinary shares 2603.7 2543.4 124,475 123,147
The movements during the year attributable to each class of share were as follows:
Ordinary Ordinary
shares shares
2025 2024
£’000 £’000
Total net assets at beginning of year 123,147 131,359
Shares bought back and cancelled (1,300) (17,688)
Total recognised gains for the year 2,391 9,575
Transfer to reserves 237 (99)
Total net assets attributable at end of year 124,475 123,147
Number of shares in issue 4,780,643 4,841,803
Subject to the provisions of the Companies Act 2006 the Company may repurchase its own shares and then cancel
them, reducing the freely traded shares ranking for dividends and enhancing returns and earnings per Ordinary Share
to the remaining Shareholders. When the Company repurchases its shares, it does so at a total cost below the
prevailing NAV per share.
The estimated percentage added to the NAV per share as a result of buybacks of 0.2% (2024: 1.8%) is derived from
the repurchase of shares in the market at a discount to the prevailing NAV at the point of repurchase. The shares
were bought back at a weighted average discount of 19.5% (2024: 11.4%).
2025 2024
Weighted average discount of buybacks 13.3% 11.4% a
Percentage of shares bought back 1.3% 13.9% b
NAV accretion from buyback 0.2% 1.8% (a*b)/(100-b)
18. Related Party Transactions
Fees payable during the year to the Directors and their interests in shares of the Company are considered to be
related party transactions. Details are disclosed within the Directors’ Remuneration Report on pages 35 to 38. The
balance of fees due to Directors at the year end was £nil (2024: £nil).
The Company has an agreement with Jupiter Unit Trust Managers Limited for the provision of Investment Management
services. Details of fees earned during the year and balances outstanding at the year end are disclosed in note 3.
19. Financial assets and liabilities
The Company’s financial assets and liabilities comprise securities, cash balances and debtors and creditors that arise
from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income.
The investment policy and objectives of the Company are stated on page 2.
As an investment trust, the Company invests in securities for the long term. Accordingly it is and has been throughout
the year under review, the Company’s policy that no short term trading in investments or other financial instruments
should be undertaken.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
61
Notes to the Financial Statements (continued)
for the year ended 31st December 2025
19. Financial assets and liabilities (continued)
The main risks arising from the Company’s financial instruments are market price risk, liquidity risk and credit risk.
The Board’s policy for managing these risks is summarised below. These policies have remained unchanged since the
beginning of the year to which these financial statements relate.
Market price risk
Market price risk arises from uncertainty about future prices of financial instruments held. It represents the potential
loss the Company might suffer through holding market positions in the face of price movements. Market Risk
comprises other price risk and interest rate risk.
Other price risk
The Board meets at least quarterly to consider the asset allocation of the portfolio in order to minimise the risk
associated with industry sectors. The Investment Manager has responsibility for monitoring the existing portfolio
selected in accordance with the Company’s investment objectives and seeks to ensure that individual stocks meet
an acceptable risk-reward profile.
Company's exposure to changes in market prices as at 31st December 2025 on its quoted equity investments was
£121,480,000 (2024: £121,254,000).
If the price of the investments held increased or decreased by 10%, with all other variables held constant, the net
assets attributable to Shareholders would increase or decrease by approximately £1,215,100 (2024: £1,212,500).
Interest rate risk
The Company has limited exposure to Interest Rate risk on the underlying investments held. The only exposure to
interest rate risk is from cash and cash equivalents of £2,809,000 (2024: £1,893,000).
If the value of the Sterling Overnight Index Average (SONIA) increased or decreased by 10%, with all other variables
held constant, then the net assets attributable to Shareholders would increase or decrease by approximately £280,900
(2024: £189,300).
Liquidity risk
Liquidity risk is not considered significant. All liabilities are payable within three months. The company’s assets comprise
mainly readily realisable securities which can be sold to meet funding requirements if necessary. The Company currently
holds one unquoted security, Dyson, which is not quoted on the London Stock Exchange or AIM.
Credit risk
Credit risk is the failure of the counterparty to a transaction to discharge its obligations which could result in the
Company suffering a loss. At the year end the Company’s maximum exposure to credit risk was as follows:
2025 2024
£'000 £'000
Receivables 442 457
Cash and cash equivalents 2,809 1,893
3,251 2,350
The risk is managed by dealing only with brokers and banks which have satisfactory credit ratings and are approved
by the Audit, Risk and Compliance Committee.
Financial assets and liabilities
Financial assets and liabilities are either measured at fair value or at amortised cost, which is a reasonable
approximation of fair value.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
62
Notes to the Financial Statements (continued)
for the year ended 31st December 2024
19. Financial assets and liabilities (continued)
Valuation of financial instruments
IFRS 13 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the
significance of inputs used in making the measurements. The valuation techniques used by the Company are explained
in the accounting policies note 1h Investments.
The fair value hierarchy has the following levels:
Level 1 – Unadjusted prices quoted in active markets for identical assets and liabilities.
Level 2 – Having inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (ie as prices) or indirectly (ie derived from prices).
Level 3 – Having inputs for the asset or liability that are not based on observable data.
31st December 2025 Level 1 Level 2 Level 3 Tota l
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
UK Equity Listed 105,791 – – 105,791
AIM traded stocks 15,689 – – 15,689
Unlisted stock – – 31 31
Net fair value 121,480 – 31 121,511
31st December 2024 Level 1 Level 2 Level 3 Tot al
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
UK Equity Listed 79,474 – – 79,474
AIM traded stocks 41,780 – – 41,780
Unlisted stock – – 31 31
Net fair value 121,254 – 31 121,285
There were no transfers between Level 1 and Level 2 during the period.
The fair value of the Company’s investment in Dyson which is classified above as Level 3, is determined using the
outsourced provider S&P Global with their valuation techniques and price assessed and agreed by the governance
process in place by the Unlisted Assets Valuation Committee of the Investment Manager and ratified by the Board.
20. Capital management policies and procedures
The Company’s capital comprises the equity share capital, share premium and reserves as shown in the Statement
of Financial Position.
The Board, with the assistance of the Investment Manager, monitors and reviews the broad structure of the
Company’s capital on an ongoing basis. This review includes:
• The need to buy back Ordinary shares, either for cancellation or to hold in treasury, which takes account of the
difference between the net asset value per share and the share price (i.e. the level of share price discount or
premium); and
• The extent to which revenue in excess of that which is required to be distributed should be retained. During the
period, the Company complied with the externally imposed capital requirements:
Notes to the Financial Statements (continued)
for the year ended 31st December 2024
20. Capital management policies and procedures (continued)
• As a public company, the Company has a minimum share capital of £50,000; and
• In order to be able to pay dividends out of profits available for distribution, the Company has to be able to meet
one of the two capital restriction tests imposed on investment companies by Company law.
21. Post balance sheet events
There are no post balance sheet events to report.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
63
Company Information
DIRECTORS Dr A. J. HOSTY (Chairman)
S. J. B. KNOTT
J. B. ROPER
M. H. VAUGHAN
REGISTERED OFFICE Hamilton Centre
Rodney Way
Chelmsford CM1 3BY
WEBSITE www.jupiteram.com/rightsandissues
INVESTMENT MANAGER/ALTERNATIVE JUPITER UNIT TRUST MANAGERS LIMITED
INVESTMENT FUND MANAGER The Zig Zag Building
70 Victoria Street
London SW1E 6SQ
investmentcompanies@jupiteram.com
SECRETARY/ADMINISTRATOR APEX FUND ADMINISTRATION SERVICES (UK) LIMITED
Hamilton Centre
Rodney Way
Chelmsford CM1 3BY
SOLICITORS EVERSHEDS SUTHERLAND (INTERNATIONAL) LLP
1 Wood Street
London EC2V 7WS
AUDITOR ERNST & YOUNG LLP
Atria One
144 Morrison Street
Edinburgh
EH3 8EB
REGISTRARS MUFG CORPORATE MARKETS
Central Square
29 Wellington Street
Leeds LS1 4DL
BROKERS CAVENDISH CAPITAL MARKETS LIMITED
One Bartholomew Close
London EC1A 7BL
CUSTODIAN/DEPOSITORY NORTHERN TRUST COMPANY
50 Bank Street
Canary Wharf
London E14 5NT
Registration Details
Company Registration Number: 00736898 (Registered in England)
SEDOL number: 0739207
ISIN number: GB0007392078
London Stock Exchange (EPIC) Code: RIII
Global Intermediary Identification Number (GIIN): I2ZVNY.99999.SL.826
Legal Entity Identifier (LEI): 2138002AWAM93Z6BP574
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
64
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
65
Glossary of Terms
Alternative Performance Measures (“APM”)
The European Securities and Markets Authority (‘ESMA’) published its guidelines on Alternative Performance Measures
(‘APMs’). APMs are defined as being a ‘financial measure of historical or future financial performance, financial position,
or cash flows, other than a financial measure defined or specified in the applicable accounting framework.’ The
guidelines are aimed at promoting the usefulness and transparency of APMs included in regulated information and
aim to improve comparability, reliability and/or comprehensibility of APMs.
The following APMs are used throughout the annual report, financial statements and notes to the financial statements:
Discount to NAV
The discount to net asset value is the amount, expressed as a percentage, by which the share price is less than the
net asset value per share.
As at 31st December 2025, the share price was 1990.00p and the net asset value per share was 2603.7p, the discount
therefore being (23.6%). As at 31st December 2024, the share price was 2380.00p and the net asset value per share
was 2543.40p, the discount therefore being (6.4%).
The discount to NAV is calculated as follows:
2025 2024
Net asset value per Ordinary Share (a) 2603.7p 2543.4p
Closing mid-market price per Ordinary Share (b) 1990.0p 2380.0p
Discount to NAV ((a-b)/a)*100 23.6% 6.4%
Dividend Yield
The dividend yield is a financial ratio which indicates how much the Company pays out in dividends each year relative
to its share price. The figure is calculated by dividing the aggregate value of dividends per share in a given year by
the closing share price as at 31st December each year and is represented as a percentage.
The dividend yield is calculated as follows:
2025 2024
Total Dividends paid per Ordinary Share
1
(a) 45.00p 44.00p
Closing mid-market price Ordinary Share (b) 1990.0p 2380.0p
Dividend Yield (a)/(b)*100 2.3% 1.8%
1
Assumes shareholder approval of the proposed final dividend of 32.75p per Ordinary share at the forthcoming AGM.
Ongoing Charges
Ongoing charges are the total expenses charged to revenue or capital that relate to the operation of the Company
as an investment trust and are deemed likely to recur in the foreseeable future. Ongoing charges include both the
investment management fee and other costs. They do not include the costs of acquisition or disposal of investments,
financing costs and gains or losses arising on investments. Ongoing charges are calculated on the basis of the
annualised ongoing charge as a percentage of the average net asset value in the period.
The calculation methodology for ongoing charges is set out by the Association of Investment Companies (“AIC”)
and is calculated as follows:
2025 2024
£’000 £’000
Investment management fee 603 672
Other expenses 565 522
Total Expenses (a) 1,168 1,194
Average NAV (b) 121,233 134,330
Ongoing Charge (a)/(b)*100 1.0% 0.9%
Glossary of Terms (continued)
NAV Return
The NAV return is the percentage change in closing NAV per share compared with opening NAV per share.
The NAV return is calculated as follows:
NAV per Ordinary Share at current year end (a) 2603.7p
NAV per Ordinary Share at prior year end (b) 2543.4p
NAV return (a/b-1)*100 2.4%
Premium
The amount, expressed as a percentage, by which the share price is more than the net asset value per share. The
Company’s shares were trading at a discount for both 2025 and 2024.
Company’s Benchmark
The FTSE All-Share Index (Capital).
Discount management
Discount management is the process of the buyback and issue of Company shares by the Company with the intention
of managing any imbalance between supply and demand for the Company’s shares and thereby the market price.
The aim is to ensure that, in normal market conditions, the market price of the Company’s shares will not materially
vary from its NAV per share. The authority to repurchase the Company’s shares is voted upon by the shareholders
at each annual general meeting. The share buyback authority has currently lapsed. Resolutions to reinstate the
authority will be proposed at the Annual General Meeting.
Jupiter or JUTM
Jupiter Unit Trust Managers Limited, the Company’s Investment Manager and Alternative Investment Fund Manager.
Mid market price
The mid-market price is the mid-point between the buy and the sell prices.
NAV per share
The net asset value (‘NAV’) is the value of the investment Company’s assets less its liabilities. The NAV per share is
the NAV divided by the number of shares in issue. The calculation is shown in Note 17 on page 60. The difference
between the NAV per share and the share price may be referred to as the discount or premium, as defined within
this glossary.
Performance Comparators
In addition to reporting against the Company’s benchmark, the Investment Manager reports to the Board on the
Company’s performance relative to both the FTSE All-Share Index on a total return basis and the Deutsche Numis
Smaller Companies Index (ex-Investment Trusts) (‘DNSCI’).
Smaller company
A smaller company is defined as a company which has a market capitalisation smaller than the market capitalisation
of the 100th company of the FTSE 100.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
66
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the members of Rights and Issues Investment Trust Public
Limited Company will be held at the Zig Zag Building, 70 Victoria Street, London SW1E 6SQ on 26th March 2026,
at 12 noon, for the following purposes:
Ordinary Business
1. To receive the audited financial statements and Reports of the Directors and Auditor for the year ended
31st December 2025.
2. To approve the Annual Report on Directors’ Remuneration, set out on pages 35 to 38 in the Annual Report and
Financial Statements 2025 (excluding the Remuneration Policy on pages 37 and 38), for the financial year ended
31st December 2025.
3. To approve the Directors’ Remuneration Policy set out on pages 37 and 38, within the Directors’ Remuneration
Report, which takes effect from the conclusion of the Annual General Meeting.
4. To approve the payment of a final dividend of 32.75 pence per Ordinary share for the financial year ended
31st December 2025 to holders of shares at the close of business on 6th March 2026.
5. To re-elect Dr A. J. Hosty as a Director.
6. To re-elect Mr S. J. B. Knott as a Director.
7. To re-elect Ms M. H. Vaughan as a Director.
8. To re-appoint Ernst & Young LLP as Auditor to the Company, to hold office until the end of the next general
meeting at which accounts are laid before the Company.
9. To authorise the Directors of the Company to determine the Auditor’s remuneration.
Special Business
To consider and, if thought fit, to pass the following resolution 10 as a Special Resolution:
10. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of
the Companies Act 2006 to make market purchases (within the meaning of section 693 of the Companies Act
2006) of Ordinary shares, provided that:
10.1 the maximum aggregate number of Ordinary shares hereby authorised to be purchased shall be 716,600
(representing approximately 14.99% of the Ordinary shares in issue on 17th February 2026);
10.2 the minimum price (exclusive of expenses) which may be paid for an Ordinary share is its nominal value;
10.3 the maximum price (exclusive of expenses) which may be paid for an Ordinary share is not more than the
higher of (i) an amount equal to 105% of the average market value of the Ordinary shares for the five business
days immediately preceding the day on which the Ordinary share is purchased; and (ii) the higher of the last
independent bid and the highest current independent bid on the London Stock Exchange when the purchase
is carried out, or such other amount as may be specified by the FCA from time to time;
10.4 the authority hereby conferred will expire at the conclusion of the Annual General Meeting of the Company
to be held in 2027 unless such authority is renewed prior to such time; and
10.5 the Company may make a contract to purchase Ordinary shares under the authority hereby conferred prior
to the expiry of such authority which will or may be executed wholly or partly after the expiration of such
authority and may make a purchase of Ordinary shares pursuant to any such contract; provided that all
Ordinary shares purchased pursuant to this authority shall be cancelled or transferred into treasury
immediately upon completion of the purchases.
To consider and, if thought fit, to pass the following resolution 11 as an Ordinary Resolution:
11. THAT, if resolution 10 contained in the notice convening this meeting has not been duly passed as a special
resolution, the Company be and is hereby generally and unconditionally authorised in accordance with section
701 of the Companies Act 2006 to make market purchases (within the meaning of section 693 of the Companies
Act 2006) of Ordinary shares, provided that:
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
67
Notice of Annual General Meeting (continued)
11.1 the maximum aggregate number of Ordinary shares hereby authorised to be purchased shall be 716,600
(representing approximately 14.99% of the Ordinary shares in issue on 17th February 2026);
11.2 the minimum price (exclusive of expenses) which may be paid for an Ordinary share is its nominal value;
11.3 the maximum price (exclusive of expenses) which may be paid for an Ordinary share is not more than the
higher of (i) an amount equal to 105% of the average market value of the Ordinary shares for the five business
days immediately preceding the day on which the Ordinary share is purchased; and (ii) the higher of the last
independent bid and the highest current independent bid on the London Stock Exchange when the purchase
is carried out, or such other amount as may be specified by the FCA from time to time;
11.4 the authority hereby conferred will expire at the conclusion of the Annual General Meeting of the Company
to be held in 2027 unless such authority is renewed prior to such time; and
11.5 the Company may make a contract to purchase Ordinary shares under the authority hereby conferred prior
to the expiry of such authority which will or may be executed wholly or partly after the expiration of such
authority and may make a purchase of Ordinary shares pursuant to any such contract; provided that all
Ordinary shares purchased pursuant to this authority shall be cancelled or transferred into treasury
immediately upon completion of the purchases.
By Order of the Board,
APEX FUND ADMINISTRATION SERVICES (UK) LIMITED
Secretary, 18th February 2026
Notes:
1. Any member entitled to vote at the meeting is entitled to appoint one or more proxies (who need not be a shareholder of the Company)
to vote on behalf of that member. Shareholders are nevertheless encouraged by the Board to appoint the Chairman of the meeting as their
proxy to vote on their behalf. Members can also send any questions that they might like answered by the Board to the Company Secretary,
Apex Fund Administration Services (UK) Limited at cosec-uk@apexgroup.com by 10th March 2026.
2. The right to appoint a proxy does not apply to persons whose Ordinary shares in the Company (the “Shares”) are held on their behalf by
another person and who have been nominated to receive communications from the Company in accordance with section 146 of the
Companies Act 2006 (“nominated persons”). Nominated persons may have a right under an agreement with the registered shareholder who
holds the Shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not
have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding
the Shar
es as to the exercise of voting rights.
3. In order to be valid, a form of proxy and a power of attorney or other authority under which it is signed, or certified by a notary or office
copy of such power or authority, must reach the Company’s registrars, MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street,
Leeds, LS1 4DL not less than 48 hours (excluding any part of a day which is a non-working day) before the time of the meeting or of any
adjournment of the meeting. Shareholders may lodge their proxy via the Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/
(see below). You will need to log into your Investor Centre account or register if you have not previously done so. Once you have setup your
account you will need to add your shareholding by clicking ‘Add Holding’ in the ‘Portfolio’ section and following the on-screen instructions.
You will require your Investor Code (IVC) to add your shareholding. You can find your IVC on your share certificate or by contacting our
Registrar, MUFG Corporate Markets. If you need any help voting online or if a paper proxy is required please contact MUFG Corporate
Markets by email to shareholderenquiries@cm.mpms.mufg.com or by calling them on 0371 664 0300 or, if calling from overseas, on +44 (0) 371
664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets
(the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your
details up to date, access a range of information including payment history and much more. The app is available to download on both the
Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web
browser at: https://uk.investorcentre.mpms.mufg.com/.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
68
4. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising
the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members
who have appointed a voting 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.
5. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be
received by the Company’s agent, MUFG Corporate Markets (whose CREST ID is RA10) by the specified latest time(s) for receipt of pro
xy
appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message
by the CREST applications host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed.
6. The C
ompany may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificat
ed Securities
Regulations 2001. A register showing the interests of each Director and their connected persons, so far as they are aware, in the Ordinary
shares will be available for inspection at the offices of the Company Secretary, Apex Fund Administration Services (UK) Limited, Hamilton
Centre, Rodney Way, Chelmsford, Essex CM1 3BY, during normal business hours every weekday except Saturdays, from the above date to the
day preceding that of the general meeting. It will also be available for inspection at the place of the meeting for 15 minutes prior to the
general meeting and during the meeting.
7. Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit or,
at their discretion, withhold from voting.
8. From the date of this notice and for the following two years the following information will be available on the Company’s website and c
an
be accessed at www.jupiteram.com/rightsandissues:
i. the matters set out in this notice of general meeting;
ii. the total numbers of Shares in respect of which shareholders are entitled to exercise voting rights at the meeting; and
iii. the totals of the voting rights that shareholders are entitled to exercise at the meeting in respect of the Shares.
9. Any shareholders’ statements, shareholders’ resolutions and shareholders’ matters of business received by the Company after the da
t
e of
this notice will be added to the information already available on the website as soon as reasonably practicable and will also be made available
for the following two years.
10. Where a poll is taken at the general meeting, from the date of this notice and for the following two years the following information will be
available on the Company’s website and can be accessed at www.jupiteram.com/rightsandissues:
i. the date of the general meeting;
ii. the text of the resolutions or, as the case may be, a description of the subject matter of the poll;
iii. the number of votes validly cast;
iv. the proportion of the Company’s issued share capital represented by those votes;
v. the number of votes cast in favour;
vi. the number of votes cast against; and
vii. the number of abstentions (if counted).
11. In order to vote at this meeting you must comply with the procedures set out in notes 1 to 3 by the time specified in note 3.
12. The right of shareholders to vote at the meeting by appointing the Chairman as their proxy is determined by reference to the regist
er of
shareholders. As permitted by section 360B(3) of the Companies Act 2006 and Regulation 41 of the Uncertificated Securities Regulations
2001, shareholders (including those who hold Shares in uncertificated form) must be entered on the Company’s share register at close of
business on 24th March 2026 in order to be entitled to vote at the meeting. Such shareholders may only cast votes in respect of Shares held
at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend
or vote at the meeting.
13. The total number of Ordinary shares of 25p in issue as at 17th February 2026, the last practicable day before printing this document, was
4,780,643 Shares and the total number of voting rights was therefore also 4,780,643.
RIGHTS AND ISSUES INVESTMENT TRUST PUBLIC LIMITED COMPANY
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Registered in England No. 00736898