## JUPITER ## GREEN INVESTMENT ## TRUST PLC ### Annual Report & Accounts For the year ended 31 March 2024 jupiteram.com 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:23 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3 13/04/2022 14:33:09 jupiteram.com 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:23 JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS 4 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4 13/04/2022 14:33:16 FOR THE YEAR ENDED 31 MARCH 2024 Contents Corporate Purpose, Strategic and Investment Objectives and Investment Approach ## 2 Strategic Report Financial Highlights ## 4 Chairman’s Statement ## 5 Why Invest in Jupiter Green? ## 8 Investment Adviser’s Review ## 9 Investment Portfolio ## 12 Company Profiles for Top Twenty Investments ## 14 Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector ## 16 Stock Stories ## 17 Strategic Review ## 19 Dividend Policy, Planned Life of the Company, Discount Control and Subscription Rights ## 33 Report of the Directors & Governance Directors ## 34 Report of the Directors ## 35 Corporate Governance ## 41 Report of the Audit Committee ## 45 Directors’ Remuneration Report and Policy ## 47 Statement of Directors’ Responsibilities ## 51 Independent Auditors’ Report ## 53 Accounts Statement of Comprehensive Income ## 62 Statement of Financial Position ## 63 Statement of Changes in Equity ## 64 Cash Flow Statement ## 65 Notes to the Accounts ## 66 Company Information ## 81 Investor Information ## 82 Important Risk Warnings ## 88 Glossary of Terms including Alternative Performance Measures ## 89 1 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ## Corporate Purpose, Strategic ## and Investment Objectives and ## Investment Approach Corporate Purpose Jupiter Green Investment Trust PLC (the ‘Company’) exists to invest in companies which are developing and implementing solutions for the world’s environmental challenges. Strategic Objectives The strategic objectives of the Company are: 1. to achieve its Investment Objective; 2. to market and explain the attractions of the Company to existing and potential investors; and 3. to increase the size of the Company so that it reaches a size which is attractive to institutional and wealth management investors. 2 FOR THE YEAR ENDED 31 MARCH 2024 Investment Objective The investment objective of the Company is to achieve capital growth and income, both over the long term, through investment in a diverse portfolio of companies providing environmental solutions. Investment Policy To achieve its investment objective, the Company invests globally in companies which have a significant focus on environmental solutions. Specifically, the Company looks to invest across six environmental themes; From the year ended 31 March 2021, the Company’s investment focus was adjusted towards companies which are innovating technological solutions to sustainability challenges (‘innovators’) and companies that are already rapidly delivering proven sustainable solutions in their markets (‘accelerators’), while reducing exposure to more established companies (‘established leaders’) that are focused on delivering environmental solutions. A by-product of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving sustainable solutions. Investment approach The investment approach employed by the Company was established by Jupiter in 1988, making it one of the first sustainable investment strategies in the world. The underlying investment philosophy of the strategy has remained unchanged from that date, namely: To identify long-term investment opportunities in companies that provide solutions to environmental challenges. In our opinion, the increasingly pivotal role that sustainability plays in global development means that this philosophy is more relevant to investors today than ever before. In essence, we believe that companies focused on providing solutions in areas such as climate change mitigation, pollution prevention, the circular economy, and the sustainable use and protection of water and natural ecosystems present multi-decade investment opportunities. The Company offers clients focused and specialist exposure to these companies, generating both positive investment returns and beneficial outcomes for society. The Company uses a benchmark, the MSCI World Small Cap Index, as a basis to assess and compare its investment performance. However, the Company does not necessarily seek to replicate the constituent companies of the benchmark in the Company’s investment portfolio. As a result, there is likely to be significant variation between the Company’s performance and that of the benchmark. 3 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Strategic Report Financial Highlights for the year ended 31 March 2024 Capital Performance As at 31 March As at 31 March 2024 2023 Total assets less current liabilities (£’000) 50,318 54,578 Ordinary Share Performance As at 31 March As at 31 March % change 2024 2023 Mid market price (p) 181.00 224.00 -19.2 ▲ Undiluted net asset value per ordinary share 263.59 258.58 +1.9 ▲ Diluted net asset value per ordinary share 263.13 259.86 +1.3 MSCI World Small Cap Index*** 435.48 390.67 11.5 ▲ Discount to net asset value (%) 31.33 13.37 ▲ Ongoing charges ratio (%) excluding finance costs (Note 6) 1.54 1.72 Performance (excluding dividend income) Since Launch Year-on-year | | | | | Net asset | | | | Dividends | | | | change in | | Year-on-year | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total assets | | | value per | | | declared per | | | | | net asset | | | change in | | | | less current | | | ordinary | | | | ordinary | | | | value per | | benchmark | | | | | | liabilities | | | share | | | | share | | ordinary share | | | | index*** | | | Year ended 31 March | | | £’000 | | | p | | | | p | | | % | | | % | 8 June 2006 (launch) 24,297 97.07 – – – 2007 31,679 118.07 – +22.3* – 2008 52,734 114.14 – -3.9** – 2009 33,809 76.86 – -32.7 -36.5 2010 43,590 106.65 – +38.8 +41.6 2011 41,085 120.49 0.40 +13.0 +11.0 2012 36,181 108.49 0.60 -10.0 -23.8 2013 37,571 124.42 1.20 +14.7 +10.3 2014 38,142 145.00 1.10 +16.5 +28.6 2015 38,545 152.35 0.55 +5.1 +10.6 2016 33,418 150.79 0.65 -1.0 -3.3 2017 38,509 184.33 1.20 +22.2 +28.4 2018 40,147 191.31 1.30 +3.8 +3.7 2019 35,934 188.70 2.20 -1.4 +6.0 2020 32,581 173.31 2.40 -8.2 +3.4 2021 53,304 266.73 0.64 +53.9 +61.0 2022 55,390 258.43 0.00 -3.1 +2.6 2023 54,578 258.58 0.00 0.0 -5.2 2024 50,318 263.59^ 0.00† +1.9 +11.5 * In September 2006, new ordinary shares totalling 1,058,859 were issued and in November 2006, new ordinary shares totalling 600,000 were issued. Investment performance adjusted for the new issues of Ordinary shares. ** In April, July and August 2007, new ordinary shares totalling 20,249,074 were issued and a total of 737,963 ordinary shares were cancelled in March 2008. Investment performance adjusted for the new issues and the subsequent cancellation of shares. *** With effect from 2 September 2020 the Company retrospectively changed its benchmark from the FTSE ET100 Total Return Index to the MSCI World Small Cap Index, both expressed in sterling terms. ^ Being the exercise price for the purposes of the 2024 subscription rights. † No final dividend will be paid. ▲ For definitions of the above Alternative Performance Measures please refer to the Glossary of Terms on page 89. 4 FOR THE YEAR ENDED 31 MARCH 2024 ## Chairman's Statement ![img-0.jpeg](img-0.jpeg) ### Performance I am pleased to present the Annual Report and Accounts for the Jupiter Green Investment Trust PLC ('the Company') for the 12 months to 31 March 2024. In the period under review, financial markets were driven by intense scrutiny of inflation data and central bank policy and commentary around the direction of interest rates. Markets came under pressure during the latter half of 2023 as inflation remained elevated, central banks vowed to keep interest rates higher for longer, bond yields rose and economic growth slowed. A small group of US-listed technology companies managed to outperform the broader market as they were seen to be beneficiaries of potential growth in artificial intelligence. Inflation concerns eased late in the year as data showed the inflation rate slowing, and the US Federal Reserve forecast in December that it would cut interest rates 2024. This triggered an equity market rally that ran through early 2024. Rising geopolitical tensions also impacted markets during the period. These included the tragic war in Ukraine, which reached its second anniversary with no end in sight. In October, Hamas launched a shocking attack on Israel, and Israel responded with an intense air and ground attack in Gaza. The conflict has left the region facing a profound humanitarian and diplomatic crisis. In environmental policy, the Global Stocktake Technical Assessment report was released in September. Its main takeaway was that the world is off-track on the path to meeting the temperature goal set out in the Paris Agreement. Crucially, there remains an acknowledgement that the technologies exist to reach the targets, if implemented in time. The European Union's Carbon Border Adjustment Mechanism, which aims to introduce a tax on carbon-intensive imports, entered its transitional phase. The impact of global reporting standards may offer opportunities to companies able to benefit from that trend, while presenting a risk to those unwilling to adapt. The UK government announced a roll-back on green policies, pushing back targets for vehicle electrification and delaying a ban on new gas boilers. These policies run counter to global measures, particularly in the US. The 28th Conference of Parties (COP) on climate change was held in Dubai in December. Important agreements were reached to aid countries most adversely impacted by the effects of climate change, and nations agreed to phase down fossil fuels. Another important outcome was bringing food into the scope of climate change action. More than 130 companies signed a declaration on sustainable agriculture. ### Discount Management and Review The Board remains committed to its stated policy of using share buy-backs with the intention of ensuring that, in normal market conditions, the market price of the company's shares will track their underlying net asset value. The discount at which the ordinary shares trade was 31.33 as at 31 March 2024. During the year the Company's shares traded at a discount to its NAV ranging between 9.12% and 31.33%. The Board continue to monitor the level at which the Company's shares trade and may seek to limit any future volatility through the prudent use of share buybacks, as circumstances require. The company bought back a total of 2,031,011 shares for cancellation at an average discount of 16.89%, adding 831,643 to the NAV. Despite this, the discount has recently traded out further than the board would like. The Board takes the performance of Jupiter Green's shares very seriously and as such, we work energetically with our corporate brokers and other advisers to articulate the investment case to shareholders and potential shareholders. In tandem, due to its relatively small size and the challenging macro environment, the Board is currently evaluating options for the future JUPITER 5 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Chairman’s Statement (continued) of the business in recognition that it may be in the Outlook best interests of shareholders for the Company Technology and innovation are key to combating not to continue in its present form. At this point in the world’s climate and environmental crisis. These time, there can be no certainty as to the outcome solutions are now setting the pace for policy and of this but the Board will notify the market at the regulation – a welcome reversal to the previous appropriate time. relationship. The scale of change required to reverse global warming is creating significant opportunities The Board's statement on its consideration of the for investors to support environmental solutions Company’s ability to continue as a going concern companies, which provide products and services (with material uncertainty) is set out on page 37. critical to achieving sustainability targets. It is Subscription Issue becoming ever more evident that these solutions will spread widely and to as-yet unpenetrated sectors of Each year shareholders are entitled to subscribe for the global economy. new ordinary shares on the basis of one new ordinary share for every ten held. This year, the subscription Governments are likely to continue to play a major price was 258.58p (being the audited undiluted net role, in terms to encouraging development of asset value of the ordinary shares as at 31 March environmental solutions as part of the path to net 2023). As the market price on the subscription zero, and through the regulating of all companies date was 181.00p, the Board decided that the share to improve transparency around climate and subscription would not be in the best interest of biodiversity impact. shareholders and announced on 9 April 2024 that the As attitudes toward addressing climate solutions subscriptions received would be rejected. shift, there is a broadening of the value chain beyond Board Succession the conventional lens. The opportunities throughout the market that this creates will be plentiful and I In the Interim Report and Accounts, I noted that due firmly believe the Jupiter Green Investment Trust to my length of tenure it was my intention to step remains well-positioned to identify them. down from the Board of the Company at the next Annual General Meeting. As a result, the Nomination Committee have been looking for replacements for both the Chair of the Board and Simon Baker, who is also approaching the limit of his tenure. However, Michael Naylor these searches have now been put on hold due to Chairman the difficulty of finding suitable successors due to 25 July 2024 the size of the Company and the prevailing structural challenges it faces. As such, the Board composition will remain as it was during the 12 months under review. Change in Administrator & Depositary During the year the Board agreed that with effect from 1 April 2024, Northern Trust be appointed Administrator & Depositary for the Company. 6 FOR THE YEAR ENDED 31 MARCH 2024 # Share Price Premium/Discount to Net Asset Value (1 April 2023 – 31 March 2024) ![img-1.jpeg](img-1.jpeg) JUPITER 7 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Why invest in Jupiter Green? Jupiter Green provides: A large and experienced investment team The four-strong Environmental Solutions team that ■ the potential for capital growth; and manages Jupiter Green Investment Trust PLC works ■ beneficial outcomes for the planet and alongside six dedicated sustainability specialists. society Together, Jupiter’s expertise amounts to over 120 years of experience in sustainable investing. by investing in a diversified portfolio of companies which are developing and implementing solutions for the world’s environmental challenges. One of the first sustainable investment strategies in the world Established in 1988, the underlying investment philosophy of the Jupiter Environmental Solutions team has remained unchanged, namely: To identify long-term investment opportunities in companies that provide solutions to environmental challenges. A focus on six sustainable investment themes We concentrate our investments in six sustainable themes which are specifically focused on solutions for the world’s environmental challenges. Each of these themes is described in more detail on page 9. A focus on innovation We focus our investment on companies which are innovating technological solutions to sustainability challenges and companies that are rapidly delivering proven sustainable solutions in their markets. We describe these companies as ‘Innovators and ‘Accelerators’. The proportion of the portfolio held in innovators and accelerators is set out on page 16. A global focus We seek out the very best and most innovative companies from around the world irrespective of market capitalisation. The countries and economic sectors in which we invest are set out on page 16. 8 FOR THE YEAR ENDED 31 MARCH 2024 ### Investment Adviser’s Review Market review Policy Review The period under The Company’s approach to investing in sustainable review was defined by solutions remains focussed on six environmental the dominance of the solutions themes: ‘Magnificent 7’ mega-cap ■ Circular Economy: solutions for sustainable technology companies, materials and resource stewardship particularly those supported by Artificial ■ Clean Energy: generation, storage and distribution Intelligence (AI) as a structural tailwind. Alongside ■ Sustainable Oceans & Freshwater Systems: this dynamic, markets have also faced a period of conservation and management volatility as investors have responded to concerns ■ Green Mobility: technologies and services for about the persistence of inflation, rising interest rates sustainable movement and geopolitical uncertainty. ■ Green Buildings & Industry (GBI): enabling a low However, in this environment environmental carbon transition solutions businesses – the Company’s investment ■ Sustainable Agriculture & Land Ecosystems: universe – was resilient overall but mixed at an solutions protecting natural resources and well- individual theme level. Combinations of areas of being weakened environmental policy commitments, Within those themes, the Company is focused on as well as signals of moderating growth rates companies – many of them on the smaller end of in pockets of solution themes, was offset by the market capitalisation spectrum – that are at continued structural growth and positive outlooks the forefront of innovating technological solutions elsewhere. For example, following several years of to environmental challenges with a large potential strong growth, a weaker consumer environment market (‘innovators’), as well as companies that combined with a more challenging policy backdrop are already rapidly delivering proven solutions has tempered expectations in the nearer future for in their markets (‘accelerators’). We believe this electric vehicle sales growth, while expectations approach should deliver attractive capital growth to have risen significantly for investments into critical shareholders over the long term. infrastructure such as in areas of water-related technologies and solutions for efficient, clean, and Despite the challenging market backdrop for resilient power grids. environmental solutions companies, the period under review evidenced the attractive multi- As long-term investors seeking to identify companies decade opportunity afforded by an opportunity which provide products or services designed to set of companies focussed on providing products address global environmental challenges, we have and services which address vital environmental been encouraged by areas of convergence at recent challenges. global summits. We echo the Chairman’s view that a pivotal step at the COP 28 Climate Conference was Leading returns was the Company’s Sustainable to bring food systems into national climate plans Oceans & Freshwater Systems theme, alongside the for the first time. This move has also served to help Green Building & Industry (GBI) theme. GBI is one of broaden the opportunity set investors looking to the Company’s largest allocations, alongside Circular access solutions to reduce greenhouse gases across Economy, at around 25%, and includes solutions the economy, including those that improve natural for energy efficiency applications that are critical resource efficiencies in food systems. to a resilient and decarbonised power sector. The prospect of a step-change in power demand in 9 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Investment Adviser’s Review (continued) the US given an increase in planned industrial and environment, not least climate indicators, are more data-centre investments also served to bolster severe than anticipated and in many cases still not the outlooks for several companies in this theme. fully explained. Monolithic Power, Acuity Brands and Schneider Our conviction also remains that this presents an Electric were among the top stock contributors ever-more compelling long-term growth opportunity within the theme. for leading companies focussed on delivering real- The Water theme, which comprises relatively less at world solutions to protecting the climate as well approximately 11% of our overall portfolio allocation, as wider forms of natural capital, including water offers both diversification and access to structural resources and biodiversity. opportunities related to much-needed investment It is notable that growth drivers within our in water infrastructure. Our investments focus on environment solution themes continue to be buoyed leading solution providers operating globally to serve by an appreciation of the broader benefits of utility and commercial sectors, as opposed to water environmental solutions amongst corporations and utilities themselves. governments. Areas where this is apparent include Companies within the theme also offer climate the role environmental technologies are playing in adaptation solutions, improving efficiencies in water helping to address growing energy security concerns, usage, addressing flooding control during the period and the benefits to human health of tackling of unusually high rainfall. The largest contributor longstanding and ‘emerging’ pollutants in water at the stock level over 12 months was Advanced resources. Drainage Systems, a US-based leader in stormwater In our view, this will continue to provide resilience management solutions. We recently took profits in investment returns at a time when there is a risk from the company following a rally on strong that policy commitment to environmental agendas, results. While the Green Mobility theme has faced at least at the headline level, may wane or even take headwinds on slowing growth in electric vehicle (EV) a backwards step, with the US election later this year sales which has weakened sentiment for some of a notable case in point. However, we are encouraged our investments engaged in the EV supply chain, our by the clear signals of a widespread recognition position in Horiba, a Japanese precision instrument that, irrespective of political leaning, environmental manufacturer, contributed very positively over the technologies and services across our six investment year. themes will play a pivotal role in the economy of the The largest detractor to performance during the future. year was the Clean Energy theme. The theme has an Jon Wallace approximate 18% weighting in the portfolio, and saw setbacks where companies such as Solaredge and Investment Fund Manager Orsted faced considerable pressure from relatively Jupiter Asset Management Limited high interest rates, supply chain constraints and rising Investment Adviser input costs. 25 July 2024 Outlook We have a long-held conviction that global development is and always has been dependent on the natural world. While we remain highly cognisant of geo-political tensions, potential macro-economic weaknesses and regulatory risks for instance that impact upon our investment landscape like any other, we would highlight that observed changes to the 10 FOR THE YEAR ENDED 31 MARCH 2024 # **Top five contributors and detractors** | Detail | | | | --- | --- | --- | | | Total Return (%) | Contribution to Return (%) | | **Contributors** | | | | ADVANCED DRAINAGE SYSTEMS, INC. | 100.99 | 1.86 | | HORIBA, LTD. | 75.03 | 1.35 | | ACUITY BRANDS, INC. | 44.28 | 1.19 | | SCHNEIDER ELECTRIC SE | 35.38 | 0.99 | | MONOLITHIC POWER SYSTEMS INC | 33.38 | 0.98 | | Detail | | | | | Total Return (%) | Contribution to Return (%) | | **Detractors** | | | | ORSTED A/S | -35.99 | -0.76 | | CERES POWER HOLDINGS PLC | -63.58 | -0.85 | | NEXTERA ENERGY PARTNERS LP | -46.75 | -1.15 | | REINEWCELL AB | -92.67 | -1.53 | | SOLAREDGE TECHNOLOGIES, INC. | -77.16 | -1.98 | Source: Bloomberg. **JUPITER** 11 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Investment Portfolio At 31 March 2024 31 March 2024 31 March 2023 Market value Percentage Market value Percentage Company Country of Listing £’000 of Portfolio £’000 of Portfolio Clean Harbors United States of America 1,697 3.4 1,402 2.5 Acuity Brands United States of America 1,694 3.4 1,371 2.5 Xylem United States of America 1,669 3.4 1,186 2.2 Waste Connections Canada 1,617 3.3 1,415 2.6 Republic Services United States of America 1,612 3.3 1,163 2.1 Prysmian Italy 1,595 3.2 1,728 3.1 Veolia Environnement France 1,506 3.0 1,851 3.4 Vestas Wind Systems Denmark 1,483 3.0 1,575 2.9 Borregaard Norway 1,465 3.0 1,277 2.3 Novonesis (Novozymes) Denmark 1,463 2.9 971 1.8 Advanced Drainage Systems United States of America 1,430 2.9 1,044 1.9 Schneider Electric France 1,407 2.8 1,707 3.1 Stantec Canada 1,406 2.8 1,551 2.8 Infineon Technologies Germany 1,313 2.6 1,845 3.3 Watts Water Technologies United States of America 1,303 2.6 1,447 2.6 ANSYS United States of America 1,295 2.6 1,494 2.7 Trimble United States of America 1,284 2.6 1,301 2.4 Renewi United Kingdom 1,250 2.5 1,225 2.2 Veralto United States of America 1,227 2.5 – – Monolithic Power Systems United States of America 1,203 2.4 1,575 2.9 DSM-Firmenich Switzerland 1,201 2.4 – – Eurofins Scientific Luxembourg 1,197 2.4 1,113 2.0 Alfa Laval Sweden 1,124 2.3 1,045 1.9 TOMRA Systems Norway 1,061 2.1 1,145 2.1 Horiba Japan 1,004 2.0 941 1.7 Flat Glass Group China 952 1.9 830 1.5 Hannon Armstrong Sustainable Infrastructure Capital, REIT United States of America 945 1.9 972 1.8 First Solar United States of America 903 1.8 1,263 2.3 Littelfuse United States of America 888 1.8 960 1.7 Aptiv Jersey 874 1.8 1,021 1.9 Ormat Technologies United States of America 871 1.8 908 1.7 Belimo Holding Switzerland 842 1.7 – – Atlas Copco Sweden 803 1.6 617 1.1 Shimano Japan 803 1.6 944 1.7 Orsted Denmark 788 1.6 1,099 2.0 Azbil Japan 698 1.4 701 1.3 Daiseki Japan 694 1.4 917 1.7 Brambles Australia 671 1.4 585 1.1 Corbion Netherlands 663 1.3 579 1.0 NextEra Energy Partners United States of America 623 1.3 1,287 2.3 Befesa Luxembourg 621 1.3 837 1.5 Sensirion Holding Switzerland 499 1.0 754 1.4 12 FOR THE YEAR ENDED 31 MARCH 2024 | Company | Country of Listing | 31 March 2024 | | 31 March 2023 | | | --- | --- | --- | --- | --- | --- | | | | Market value £'000 | Percentage of Portfolio | Market value £'000 | Percentage of Portfolio | | EDP Renovaveis | Spain | 448 | 0.9 | – | – | | Greencoat Renewables | Ireland | 413 | 0.8 | 530 | 1.0 | | Hoffmann Green Cement Technologies | France | 319 | 0.6 | 208 | 0.4 | | Innergex Renewable Energy | Canada | 310 | 0.6 | 581 | 1.1 | | SolarEdge Technologies | United States of America | 302 | 0.6 | 1,319 | 2.4 | | Ceres Power Holdings | United Kingdom | 250 | 0.5 | 686 | 1.2 | | **Total Investments** | | **49,686** | **100.0** | | | The holdings listed above are all equity shares unless otherwise stated. ## Cross Holdings in other Investment Companies As at 31 March 2024, 0.8% of the company's total assets was invested in Greencoat Renewables, an Irish listed investment company. Whilst the requirements of the UK Listing Authority permit the Company to invest up to 10% of the value of the total assets of the Company (before deducting borrowed money) in other investment companies (including investment trusts) listed on the Main Market of the London Stock Exchange, it is the Directors' current intention that the Company invests not more than 5% in other investment companies. JUPITER 13 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Company Profiles for Top Twenty Investments Key to Investment Themes CLEAN HARBORS INC Clean Harbors engages in the provision of environmental, energy, and industrial services. It operates through the Environmental Services and the Safety-Kleen Sustainability Solutions segments. ACUITY BRANDS INC Acuity engages in the provision of lighting and building management solutions and services, with a focus on delivering energy efficiencies. XYLEM INC Xylem is a global water technology provider with a purpose of helping customers solve the world’s toughest water challenges across utility, industrial, commercial, and residential markets worldwide. WASTE CONNECTIONS INC Waste Connections engages in the provision of non-hazardous waste collection, recyling and disposal services. REPUBLIC SERVICES INC Republic Services is a waste collection and recyling company active in North America. PRYSMIAN SPA Prysmian is a global leader in high-voltage cables for energy transfer and distribution and set to benefit from energy grid investments to improve efficiency, reliability, and bringing ever-increasing volumes of renewable energy from its source to demand centres VEOLIA ENVIRONNEMENT Veolia Environnement is focussed on providing water, waste and energy management services. VESTAS WIND SYSTEMS A/S Vestas Wind Systems develops, manufactures, and markets wind turbines that generate electricity. The Company also installs the turbines and offers follow- up and maintenance services of the installations. Vestas produces the wind turbines and its components through subsidiaries and associated companies in many countries, and operates a worldwide sales and service network BORREGAARD ASA Borregaard enables the substitution of oil-based chemicals with natural alternatives derived from wood waste for a wide range of materials NOVONESIS (NOVOZYMES) B Formerly Novozymes, Novonesis is a global leader in industrial enzymes and microbial solutions that help improve efficiencies and lower environmental impacts accross sectors including household care products, food and beverages, and bioenergy. ADVANCED DRAINAGE SYSTEMS Advanced Drainage Systems provides stormwater management systems in the US. It is the leading manufacturer of high-performance thermoplastic pipe that delivers water management and drainage solutions for use in the underground construction and infrastructure marketplace. The company’s products are generally lighter, more durable, more cost effective and easier to install than comparable alternatives made with traditional materials. 14 ### Company Profiles for Top Twenty Investments (continued FOR THE YEAR ENDED 31 MARCH 2024 SCHNEIDER ELECTRIC SE Schneider Electric SE manufactures electrical power products to enable energy efficiency, ranging from car chargers to voltage transformers. STANTEC INC Stantec is engaged in design and engineering solutions in areas such as water and energy infrastructure. INFINEON TECHNOLOGIES AG Infineon Technologies is a world leader in semiconductor solutions that make life easier, safer and greener, and a key enabler of electric vehicles. WATTS WATER Watts Water Technologies designs, manufactures, and sells solutions for TECHNOLOGIES-A residential and commercial water markets ANSYS INC Ansys is the world’s leading engineering simulation software provider, helping customers across many sector to reduce material use and design products that are more readily recyclable. TRIMBLE INC Trimble engages in the provision of positioning technology solutions. It operates through the following segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation RENEWI PLC Renewi is a European waste management business with a focus on recovering resources from waste and working with leading businesses to enable their circular economy efforts VERALTO CORP Veralto manufactures equipment for managing, testing, protecting and treating water supplies. A global business, it has a focus on water treatment chemicals as well as physical treatment technologies such as UV disinfection and reserve osmosis filtration. MONOLITHIC POWER SYSTEMS Monolithic Power Systems, Inc. designs and manufactures power management INC solutions. The Company provides power conversion, LED lighting, load switches, cigarette lighter adapters, chargers, position sensors, analog input, and other electrical components. Monolithic Power Systems serves customers globally. 15 JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS ## Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector ### Analysis of Investments by Investment Theme and Stage of Development As at 31 March 2024 (ex-cash) | Stage of Development | Environmental theme | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Circular economy % | Clean Energy % | Green Buildings & Industry % | Green Mobility % | Sustainable agriculture and Land ecosystems % | Sustainable Ocean & Freshwater Systems % | Total % | | Accelerators* | 12.30 | 15.20 | 18.99 | 3.60 | 13.48 | 8.94 | 72.51 | | Established Leaders* | 11.26 | – | 4.05 | 3.80 | – | 2.68 | 21.79 | | Innovators* | 2.66 | 2.37 | 0.67 | – | – | – | 5.70 | | **Total 2024** | **26.22** | **17.57** | **23.71** | **7.40** | **13.48** | **11.62** | **100.00** | * Innovators are companies that are innovating technological change to environmental challenges. Accelerators are companies that already have a proven solution to environmental challenges and are set to continue rapid growth within their addressable market. Established leaders are larger companies which have developed a commanding presence in their chosen markets. ### Analysis of Investments by Geography and Economic Sector As at 31 March 2024 (ex-cash) | Sectors | United States of America % | Japan % | France % | United Kingdom % | Denmark % | Others % | Total % | | --- | --- | --- | --- | --- | --- | --- | --- | | Basic Materials | – | – | – | – | – | 3.0 | 3.0 | | Consumer Discretionary | – | 1.6 | – | – | – | 1.8 | 3.4 | | Consumer Staples | – | – | – | – | – | 3.7 | 3.7 | | Energy | 2.4 | – | – | 0.5 | 3.0 | – | 5.9 | | Health Care | – | – | – | – | 2.9 | 2.4 | 5.3 | | Industrials | 19.2 | 3.4 | 3.4 | – | – | 18.0 | 44.0 | | Real Estate | 1.9 | – | – | – | – | – | 1.9 | | Technology | 5.0 | – | – | – | – | 2.6 | 7.6 | | Utilities | 9.8 | 1.4 | 3.0 | 2.5 | 1.6 | 6.9 | 25.2 | | **Total 2024** | **38.3** | **6.4** | **6.4** | **3.0** | **7.5** | **38.4** | **100.0** | 16 FOR THE YEAR ENDED 31 MARCH 2024 ### Stock Stories Jupiter Green invests in some of the most made from recycled plastics, making the company exciting and innovative companies focused on the second largest recycling company in the US, recycling over 245,000 tonnes of household and solving a range of environmental challenges. industrial plastics annually. This avoids an estimated Two examples of these companies are 295,000 tonnes of CO2 equivalent from being Advanced Drainage Systems and Acuity which released into the atmosphere. As the industry leader are described in more detail in this section. driving the shift from concrete and steel to plastic Advanced Drainage Systems is a key contributor pipeline, the company has cost-competitive products to two of the environmental solution themes: capturing market share with lower environmental Sustainable Oceans & Freshwater Systems and impacts, while also benefitting from growing Circular Economy. A manufacturer of thermoplastic spending towards building climate change resilience pipe in the United States, with products designed into hydrology systems to keep cities and waterways to handle the full lifecycle of rainfall including safe from pollution and excessive stormwater runoff. stormwater drainage, 57% of the company’s pipes are 17 ### Stock Stories (continued) ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Stock Stories (continued) Acuity is a global leader in LED lighting, which is a and has not received a major lighting upgrade since. critical solution for lowering energy consumption Replacing the estimated 3.5bn luminaires and 133mn demand in buildings and public spaces as it delivers exterior luminaires with more efficient LED products up to 90% energy efficiency savings compared to would require an approximate investment of $300bn alternative legacy products such as incandescent and result in around 165mn tCO2e avoided annually. and fluorescent lighting products. Lighting accounts The Inflation Reduction Act (IRA) in the US and for 19% of global electricity consumption and 5% of increased regulatory support for LED products and global CO2 emissions. Acuity serves primarily the Net Zero Ready Buildings are expected to serve as North American market, where it estimates that 75% further tailwinds for Acuity’s products and services. of existing building stock was built prior to 2000 18 FOR THE YEAR ENDED 31 MARCH 2024 ## Strategic Review The Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013. The Strategic Report seeks to provide shareholders with the relevant information to enable them to assess the performance of the Directors of the Company during the period under review. ### Business and Status During the year the Company carried on business as an investment trust with its principal activity being portfolio investment. The Company has been approved by HM Revenue & Customs ('HMRC') as an investment trust subject to the Company continuing to meet the eligibility conditions of sections 1158 and 1159 of the Corporation Taxes Act 2010 and the ongoing requirements for approved companies as detailed in Chapter 3 of Part 2 of the Investment Trust (Approved Company) (Tax) Regulations 2011. In the opinion of the Directors, the Company has conducted its affairs in the appropriate manner to retain its status as an investment trust. The Company is a public limited company and is an investment Company within the meaning of section 833 of the Companies Act 2006. It is also an Alternative Investment Fund (AIF) for the purposes of the EU Alternative Investment Fund Managers Directive. The Company has a fixed share capital although it may issue or purchase its own shares subject to shareholder approval, usually sought annually. The Company is not a close Company within the meaning of the provisions of the Corporation Tax Act 2010 and has no employees. The Company was incorporated in England & Wales on 12 April 2006 and started trading on 8 June 2006, immediately following the Company's launch. Reviews of the Company's activities are included in the Chairman's Statement and Investment Adviser's Review on pages 5 to 10. There has been no significant change in the activities of the Company during the year to 31 March 2024 and the Directors anticipate that the Company will continue to operate in the same manner during the current financial year. ### Investment Objective The investment objective of the Company is to achieve capital growth and income, both over the long term, through investment in a diverse portfolio of companies providing environmental solutions. ### Investment Strategy The Investment Adviser has adopted a bottom-up approach. The Investment Adviser, supported by Jupiter's Governance and Sustainability team, researches companies, ensuring that each potential investment falls within the Company's stated investment policy. Consideration is also given to a potential investment's risk/return profile and growth prospects before an investment is made. Once companies operating within the appropriate theme have been identified and due diligence has been carried out, the Investment Adviser will decide whether a particular investment would be appropriate. ### Investment Policy From the year ended 31 March 2021, the Company's investment focus was adjusted towards a greater emphasis on Companies which are innovating technological solutions to sustainability challenges ('innovators') and companies that are already rapidly delivering proven sustainable solutions in their markets ('accelerators'). A by-product of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving sustainable solutions. JUPITER 19 ### Strategic Review (continued) ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Strategic Review (continued) The following investment restrictions are observed: time, there can be no certainty as to the outcome of this but the Board will notify the market at the ■ no more than 5% of the Company’s total assets (at appropriate time. the time of such investment) may be invested in unlisted securities; Benchmark Index ■ no more than 15% of the total assets of the The Company’s benchmark is the MSCI World Small Company (before deducting borrowed money) is Cap Index. lent to or invested in any one Company or group at the time the investment or loan is made. For Management this purpose any existing holding in the Company The Company has no employees and most of its or group concerned is aggregated with the day to day responsibilities are delegated to Jupiter proposed investment; Asset Management Limited (‘JAM’), who act as ■ distributable income is principally derived from the Company’s Investment Adviser and Company investments; secretary. Further details of the Company’s ■ not more than 10%, in aggregate, of the value arrangement with JAM and the Alternative of the total assets of the Company (before Investment Fund Manager (‘AIFM’), Jupiter Unit deducting borrowed money) is invested in other Trust Managers Limited, can be found in Company | UK listed investment companies (including | Information to the accounts on page 81. Both JAM | | --- | --- | | investment trusts) listed on the Official List. Whilst | and JUTM are part of the Jupiter Group which | | the requirements of the UK Listing Authority | comprises Jupiter Fund Management PLC and all of its | | permit the Company to invest up to this 10% | subsidiaries (‘Jupiter’). | limit, it is the Directors’ current intention that the J.P. Morgan Europe Limited (‘JPMEL’) acts as the Company invests not more than 5%, in aggregate, Company’s depository. The Company has also of the value of the total assets of the Company entered into an outsourcing arrangement with J.P. (before deducting borrowed money) in such other Morgan Chase Bank N.A. (‘JPMCB’) for the provision investment companies; and of accounting and administration services. ■ the Company at all times invests and manages Although JAM is named as the company secretary, its assets in a way which is consistent with its JPMEL provides administrative support to the objective of spreading investment risk. Company secretary as part of its formal mandate to In accordance with the requirements of the UK provide broader fund administration services to the Listing Authority, any material changes in the Company. principal investment policies and restrictions of the During the year the Board agreed that with effect Company would only be made with the approval of from 1 April 2024, Northern Trust be appointed shareholders by ordinary resolution. Administrator & Depositary for the Company Future Developments Viability Statement It is the Board’s ambition to continue to grow the In accordance with Provision 36 of the Code of asset base of the Company through a combination Corporate Governance as issued by the Association of organic growth of net asset value and issuance of Investment Companies in February 2019 (the ‘AIC of new shares with a view to achieving the critical Code’), the Board has assessed the prospects of mass necessary to attract broader demand from large the Company over a longer period than the twelve national discretionary wealth managers, and other months required by the ‘Going Concern’ provision, long-term institutional buyers of investment trust reviewing in line with the three year cycle of the shares. The Board is currently evaluating options for continuation vote. The Company’s investment the future of the business in recognition that it may be objective is to achieve capital growth and income, in the best interests of shareholders for the Company both over the long term and the Board regards the not to continue in its present form. At this point in Company as a long-term investment. 20 FOR THE YEAR ENDED 31 MARCH 2024 The Board has considered the Company’s business The Board has therefore concluded that there is a model including its investment objective and reasonable expectation that the Company will be investment policy as well as the principal and able to continue in operation and meet its liabilities emerging risks and uncertainties that may affect the as they fall due over the next three years. Company as detailed on page 23. Gearing Notwithstanding, as discussed in the Chairman’s Gearing is defined as the ratio of a Company’s Statement, the board is currently evaluating the debt less cash held compared to its equity capital, options for the future of the Company and the expressed as a percentage. The effect of gearing is material uncertainty identified in relation to this that in rising markets the Company tends to benefit matter. from any growth of the Company’s investment In addition, the Board has considered the reporting portfolio above the cost of payment of the prior produced by the Jupiter Investment Risk Team ranking entitlements of any lenders and other concerning a number of potential future scenarios creditors. Conversely, in falling markets the Company resulting from ongoing market volatility. The Board suffers more if the Company’s investment portfolio continues to monitor income and expense forecasts underperforms the cost of those prior entitlements. for the Company. The Company may utilise gearing at the director’s discretion for the purpose of financing the The Board has noted that: Company’s portfolio and enhancing shareholder ■ The Company holds a highly liquid portfolio returns. In particular, the Company may be geared invested in listed equities. by bank borrowings which will rank in priority to the ■ The investment management fee is the most ordinary shares for repayment on a winding up or significant expense of the Company. It is charged other return of capital. as a percentage of the portfolio value and so The Articles provide that, without the sanction of would reduce if the market value of the portfolio the Company in a general meeting, the Company were to fall. The remaining expenses are more may not incur borrowings above a limit of 25% of the modest in value and are predicable in nature. Company’s total assets at the time of drawdown of No significant increase to ongoing charges or the relevant borrowings. operational expenses is anticipated. Loan facility ■ Green and sociably responsible investing is now The Company has a revolving loan facility agreement high on the agenda of many retail investors and with Royal Bank of Scotland International Limited notwithstanding the Board’s evaluation of options, of £5 million which the Investment Adviser has the Company is well placed to attract these retail been authorised by the Board to draw down for investors through targeted marketing. investment purposes. The facility to gear the ■ Climate change is a key issue for asset managers Company’s investment portfolio is deployed and their investors. ESG issues are integrated into tactically by the Investment Adviser with a view to the Company’s investment processes and these enhancing shareholder returns. The Directors have are continually monitored to ensure that the determined that the maximum level of gearing will investment objectives are followed to mitigate be 25% of the Company’s total assets at the time of any risk of the perception of greenwashing and drawdown. The finance costs shown in the Statement any related litigation. of Comprehensive Income are in respect of interest ■ The Board is satisfied that Jupiter and the charges on the utilised balance along with the costs Company’s other key third-party suppliers incurred for non-utilisation of the facility during the maintain suitable processes and controls to ensure year to the end of the loan term. that they can continue to provide their services to the Company. 21 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Strategic Review (continued) Use of Derivatives In addition, a history of the net asset values, the price of the ordinary shares and the benchmark The Company may invest in derivative financial index are shown on the monthly factsheets which instruments comprising options, futures and can be viewed on the Investment Adviser’s website contracts for difference for investment, hedging www.jupiteram.com/JGC and which are available on and efficient portfolio management, as more fully request from the company secretary. described in the investment policy. There is a risk that the use of such instruments will not achieve Discount to Net Asset Value the goals desired. Also, the use of swaps, contracts for difference and other derivative contracts The Directors review the level of the discount or entered into by private agreements may create premium between the middle market price of the a counterparty risk for the Company. This risk is Company’s ordinary shares and their net asset value mitigated by the fact that the counterparties must on a regular basis. be institutions subject to prudential supervision and The Directors have powers granted to them at the that the counterparty risk on a single entity must be last AGM to purchase ordinary shares and either limited in accordance with the individual restrictions. cancel or hold them in treasury as a method of There were no open derivatives at year end. controlling the discount to net asset value and enhancing shareholder value. Currency Hedging The Company’s accounts are maintained in sterling The Company repurchased 2,031,011 ordinary shares while investments and revenues are likely to be for holding in treasury during the year under review denominated and quoted in currencies other than at an average discount of 16.89%. sterling. Although it is not the Company’s present Under the Listing Rules, the maximum price that may intention to do so, the Company may, where currently be paid by the Company on the repurchase appropriate and economic to do so, employ a of any ordinary shares is 105% of the average of the policy of hedging against fluctuations in the rate of middle market quotations for the ordinary shares for exchange between sterling and other currencies in the five business days immediately preceding the date which its investments are denominated. of repurchase. The minimum price will be the nominal value of the ordinary shares. The Board is proposing Key Performance Indicators that its authority to repurchase up to approximately At their quarterly Board meetings the Directors consider 14.99% of its issued share capital should be renewed a number of performance indicators to help assess at the AGM. The new authority to repurchase will last the Company’s success in achieving its objectives. until the conclusion of the AGM of the Company in The key performance indicators used to measure the 2024 (unless renewed earlier). Any repurchase made performance of the Company over time are as follows: will be at the discretion of the Board in light of prevailing market conditions and within guidelines set ■ Net asset value changes over time; from time to time by the Board, the Companies Act, ■ Ordinary share price movement; the Listing Rules and Model Code. ■ A comparison of ordinary share price and net asset value to benchmark; Treasury Shares ■ Discount and premium to net asset value; and In accordance with the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the ■ Growth in assets under management. ‘Regulations’) which came into force on 1 December Information on some of the above key performance 2003 any ordinary shares repurchased, pursuant to indicators and how the Company has performed the above authority, may be held in treasury. These against them can be found on page 4. ordinary shares may subsequently be cancelled or 22 FOR THE YEAR ENDED 31 MARCH 2024 sold for cash. This would give the Company the an effect on the sectors in which the Company ability to reissue shares quickly and cost effectively invests. There can be no assurances that appreciation and provide the Company with additional flexibility in the value of the Company’s investments will occur in the management of its capital. The Company but the Board seeks to reduce this risk. issued 13,639 ordinary shares from treasury during the Liquidity Risk – The Company may invest in year under review. securities that have a very limited market which will affect the ability of the Investment Adviser to Principal and Emerging Risks and Uncertainties dispose of securities when it is no longer felt that The Directors confirm that they have carried out they offer the potential for future returns. Likewise a robust assessment of the emerging and principal the Company’s shares may experience liquidity risks facing the Company, including those that would problems when shareholders are unable to realise threaten its business model, future performance, their investment in the Company because there is solvency or liquidity. Most of these risks are market a lack of demand for the Company’s shares. At its related and are similar to those of other investment quarterly meetings the Board considers the current trusts investing primarily in listed markets. The Audit liquidity in the Company’s investments and the Committee reviews the Company’s risk control level of liabilities when setting restrictions on the summary at each meeting, and as part of this Company’s exposure. The Board also reviews, on a process, gives consideration to identifying emerging quarterly basis, the Company’s buy-back programme risks. Any emerging risks that are identified, that are and in doing so is mindful of the liquidity in the considered to be of significance will be recorded Company’s shares. on the Company’s Risk Control Summary with any mitigations. In carrying out this assessment, Gearing Risk – The Company’s gearing can impact consideration is being given to the current market the Company’s performance by accelerating the conditions which may impact the Company. No decline in value of the Company’s net assets emerging risks have been identified. at a time when the Company’s portfolio is declining. Conversely gearing can have the effect Investment policy and process – Inappropriate of accelerating the increase in the value of the investment policies and processes may result in under Company’s net assets at a time when the Company’s performance against the prescribed benchmark index portfolio is rising. The Company’s level of gearing is and the Company’s peer group. under constant review by the Board who take into account the economic environment and market The Board manages these risks by ensuring a conditions when reviewing the level. diversification of investments and regularly reviewing the portfolio asset allocation and investment process. Regulatory Risk – The Company operates in a In addition, certain investment restrictions have been complex regulatory environment and faces a set and these are monitored as appropriate. number of regulatory risks. A breach of section 1158 of the Corporation Tax Act 2010 could result in Investment Strategy and Share Price Movements – the Company being subject to capital gains tax on The Company is exposed to the effect of variations portfolio movements. Breaches of other regulations in the price of its investments. A fall in the value such as the UKLA Listing rules, could lead to a of its portfolio will have an adverse effect on number of detrimental outcomes and reputational shareholders’ funds. It is not the aim of the Board damage. Breaches of controls by service providers to eliminate entirely the risk of capital loss, rather it such as the Investment Adviser could also lead to is its aim to seek capital growth. The Board reviews reputational damage or loss. The Board monitors the Company’s investment strategy and the risk of regulatory risks at its quarterly Board meetings and adverse share price movements at its quarterly Board relies on the services of its Company secretary, JAM, meetings taking into account the economic climate, and its professional advisers to ensure compliance market conditions and other factors that may have 23 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Strategic Review (continued) with, amongst other regulations, the Companies Act Enterprise risk is reviewed twice a year, taking into 2006, the UKLA Listing Rules, the FCA’s Disclosure its remit emerging risks as they become immediate, Guidance and Transparency Rules and the Alternative whist still maintaining a long-term perspective where Investment Fund Managers’ Directive. In order they are evolving at a fast rate. Climate change and its to ensure that the Company remains compliant, potential impacts is under scrutiny at every meeting, the Board directly and via the Audit Committee/ this being the very purpose of the Company. Management Engagement Committee receives Climate Change – There are multiple risks of climate regular updates from the Investment Adviser and change or ESG on companies, either directly, through the Company’s other key service providers. The any third parties or through our investments in Investment Adviser is contractually obliged to ensure companies on shareholders’ behalf. The impact of that its conduct of business conforms to applicable climate change risk has been considered and it is laws and regulations. concluded that it does not have a material impact on Credit and Counterparty Risk – The failure of the Company’s investments. In line with UK adopted the counterparty to a transaction to discharge its International Accounting Standards investments obligations under that transaction could result in are valued at fair value, which for the Company are the Company suffering a loss. Further details of the quoted bid prices for investments in active markets at management of this risk can be found in Note 13 to the Statement of Financial Position date and therefore the accounts on pages 73 to 77. reflect market participants view of climate change. Loss of Key Personnel – The day-to-day management Geopolitical – There is increasing risk to market stability of the Company has been delegated to the and investment opportunities from geopolitical Investment Adviser. Loss of the Investment Adviser’s conflicts such as between Russia and Ukraine. key staff members could affect investment return. The The Board reviews the investment portfolio to identify Board is aware that JAM recognises the importance any stocks that could be impacted. of its employees to the success of its business. Its remuneration policy is designed to be market The Company has limited exposure to stocks within competitive in order to motivate and retain staff and current conflict areas thereby mitigating this risk as succession planning is regularly reviewed. The Board far as possible. also believes that suitable alternative experienced personnel could be employed to manage the Capital Gains Tax Information Company’s portfolio in the event of an emergency. The closing price of the ordinary shares on the first date of dealing for capital gain tax purposes was 99p. Operational – Failure of the core accounting systems, or a disastrous disruption to the Investment Adviser’s Directors business or that of the administration provider JPMCB, could lead to an inability to provide accurate Details of the Directors of the Company and their reporting and monitoring. biographies are set out on page 34. Financial – Inadequate financial controls could result The Company’s policy on Board diversity is included in misappropriation of assets, loss of income and in the Corporate Governance section of the Report debtor receipts and inaccurate reporting of net of the Directors on page 42. asset value per share. The Board annually reviews the As at 31 March 2024, the Board comprises of one Investment Adviser’s report on its internal controls female and three male Directors. and procedures. Details of how the Board monitors the operational Employees, Environmental, Social and Human services and financial controls of Jupiter, J.P. Morgan Rights issues and Northern Trust are included within the Internal The Company has no employees as the Board Control section of the Report of the Directors on has delegated the day to day management and page 38. administration functions to JUTM, JAM and other 24 FOR THE YEAR ENDED 31 MARCH 2024 third-party suppliers. There are therefore no (‘TCFD’) discloses estimates of the portfolio’s disclosures to be made in respect of employees. climate-related risks and opportunities according to the Financial Conduct Authority Environmental, Integration of Environmental, Social and Social and Governance Sourcebook and the Task Governance (‘ESG’) risks and opportunities into Force on Climate-related Financial Disclosures the Investment Adviser’s Investment Process Recommendation. It is available on the website: https://www.jupiteram.com/task-force-on-climate- As described within the Investment Approach, the related-financial-disclosures/ investment adviser is dedicated to environmental solutions. This means seeking long-term opportunities Jupiter Unit Trust Managers Limited also has a and allocating capital to companies focused on solving TCFD report which is available here: https://www. environmental challenges such as climate change and jupiteram.com/task-force-on-climate-related- natural capital depletion. The integration of ESG risks financial-disclosures/ and opportunities is fundamental to the investment decision-making process and to the ongoing UK Stewardship Code and the Exercise of stewardship of shareholder assets. Voting Powers The integration of ESG risks and opportunities The Investment Adviser supports the principles of with respect to stock selection is centred on the the UK Stewardship Code 2020. The Investment six environmental themes described within the Manager’s parent, Jupiter Fund Management plc Investment Policy. The monitoring of assets is is the formal signatory under the UK Stewardship crucial, and the Investment Adviser understands the Code 2020. Please refer to the Investment Manager’s importance of active ownership. Where relevant, the website to access the Annual Stewardship Report. investment adviser will engage on matters connected As an active owner, the Investment Adviser to financial performance, strategic execution, recognises the importance of stewardship in relation sustainability issues and corporate governance. The to the pursuit of sustained value creation and Investment Adviser will use engagement to obtain sustainability outcomes. The Investment Adviser will investor insights and where relevant to utilise its be engaged in an array of issues and receives support investor influence (either directly or collaboratively) from the Stewardship Team on matters connected to affect change or escalate concerns. This will be with corporate governance and dialogue with conducted at the discretion of the investment adviser. management teams and company boards. The Investment Adviser is supported by the The exercise of rights and responsibilities through investment manager and specifically resources from informed voting is fundamental to the Investment the ESG Research & Integration team and Stewardship Adviser’s stewardship approach. The Investment team. Adviser is ultimately accountable for voting decisions Please refer to the investment manager’s website for and receives support from the Stewardship Team to details concerning the group-wide: assess ballots and provide subject matter expertise regarding best practice. The Investment Adviser ■ Responsible Investment Policy has access to third party proxy research but is not ■ Proxy Voting Policy mandated to follow these recommendations. ■ Annual Stewardship Report Please refer to the Investment Manager’s website for full voting disclosure. Task Force on Climate-related Financial Disclosures The Company’s report on the UK’s Task Force on Climate-related Financial Disclosures Report 25 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Strategic Review (continued) Modern Slavery Act advisers including the company secretary and independent external advisers. The Modern Slavery Act 2015 requires certain companies to prepare a slavery and human trafficking The Company’s investment objective, to achieve statement. As the Company has no employees and capital and income growth over the long term, does not supply goods and services, it is not required supports the Directors’ statutory obligations to to make such a statement. consider the long-term consequences of the Company’s decisions. How the long-term focus of Global Greenhouse Gas Emissions the Company is achieved, is set out in more detail The Company has no greenhouse gas emissions on page 3 and above where the Investment Adviser’s to report from its operations as the day to day approach to environmental, social and governance management and administration functions have issues is explained in the section entitled Integration been outsourced to third-parties and it neither owns of ESG considerations into the Investment Adviser’s physical assets, property nor has employees of its investment process. This approach is fundamental own. It therefore does not have responsibility for to the Company achieving long-term success for the any other emissions producing sources under the benefit of all of its stakeholders. Companies Act 2006 (Strategic Report on Directors’ As set out on page 2, the Company’s corporate Reports) Regulations 2013. purpose is to generate a total return by investing in companies which are developing and implementing Section 172 Statement solutions for the world’s environmental challenges. Under section 172 of the Companies Act 2006, the The Company is also aware of its own potential directors have a duty to act in good faith and to impact on the environment and has a number of promote the success of the Company for the benefit practical policies in place to reduce that impact. of its shareholders as a whole. This includes taking Examples include the use and sharing of electronic into consideration the likely consequences of their documents by the Board rather than printing decisions on the long term and on the Company’s documentation and the provision of electronic stakeholders such as its shareholders, employees and copies of the annual report and accounts which are suppliers, while acting fairly between stakeholders. available to shareholders and others on the Company The Directors must also consider the impact of website. Where physical copies of the annual and the Company’s decisions on the environment, the half yearly financial reports are made, they use community and its reputation for maintaining high materials and processes designed to both minimise standards of business conduct. the environmental impact and to maximise the recycling potential as described in more detail on the The Company ensures that the Directors are able inside back cover of this document. The proxy voting to discharge this duty by, amongst other things, form previously printed in the annual report and providing them with relevant information and training accounts and posted back to the registrars has been on their duties. The Company also ensures that removed and shareholders are invited to vote via information pertaining to it is provided, as required, the registrar’s secure portal. The Board will continue to the Directors as part of the information presented to review its travel arrangements and will seek to in regular Board meetings in order that stakeholder minimise physical meetings. The Directors as a matter considerations can be factored into the Board’s of course continue to seek new opportunities and decision-making. The Directors’ responsibilities are to make use of new technologies and processes that also set out in the schedule of matters reserved will further enhance environmental operation of the for the Board and the terms of reference of its Company. committees, both of which are reviewed regularly by the Board. At all times the Directors can access as a Board, or individually, advice from its professional 26 FOR THE YEAR ENDED 31 MARCH 2024 Engagement with stakeholders and the effect on principal decisions The tables below sets out details of the Company’s engagement with its stakeholders. S takeholder Engagement How we engage Shareholders The AGM – The Company encourages participation from shareholders at its AGMs where they can communicate directly with the Directors The shareholders of the Company and investment adviser. Given the environmental ethos of the Company are both institutional and retail shareholders are encouraged to submit their votes by proxy ahead of the in nature and details of those meeting, or attend the meeting remotely, rather than attending in person. with substantial shareholdings are Further details of how the AGM will be held can be found on page 40. detailed on page 35. The Board and investment adviser welcome your questions which may be The Board believe that submitted to Nick.Black@jupiteram.com. Subject to confidentiality, we will shareholders have a vital role respond to any questions submitted either directly or by publishing our in encouraging a higher level response on the company’s website. All views of the shareholders will be of corporate performance and taken into consideration and action taken where appropriate. is committed to listening to Online Information – The Company’s website (www.jupiteram.com/JGC) the views of its shareholders contains the Annual and Half Yearly Financial Report along with monthly and giving useful and timely factsheets and commentaries and video updates from the investment information by providing open adviser. The daily NAV per share, monthly top ten portfolio listings, dividend and accessible channels of announcements and various regulatory announcements can be found on the communication including those regulatory news service of the London Stock Exchange. listed below. Shareholder Communications Shareholders can raise issues or concerns at any time by writing to the Chairman or the Senior Independent Director at the registered office. Further details about how the Board incorporates the views of the company’s shareholders in its decision-making process can be found in the UK Stewardship Code and the Exercise of Voting Powers section on page 39. Further information about how the Board ensures that each director develops an understanding of the views of the Company’s shareholders and can be found in the section entitled Shareholder Relations on page 86 of this report. 27 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Strategic Review (continued) S takeholder Engagement How we engage The Investment Adviser The investment management function is critical to the long-term success of the Company. The Board and the investment adviser maintain an open and constructive relationship, with meetings taking place a minimum of four times per annum with monthly updates and additional meetings as circumstances require. The Audit Committee meets at least twice a year and as part of its role considers the internal controls put in place by the investment adviser. The ‘Management of the Company’ section on page 37 in this report details the Board’s consideration of the investment adviser’s performance, its terms of appointment and their annual assessment of its continued stewardship of the portfolio and its oversight of the administrative functions. The day to day responsibilities of the Company are delegated to the investment adviser who is the key service provider and supplies investment management, administration and Company secretarial services. The investment adviser oversees the activities of the Company’s other third-party suppliers on behalf of the Company and maintains open and collaborative relationships to maintain quality, efficiency and cost control through regular communication with dedicated members of the investment adviser’s operational teams. The Board regularly reviews reports from its investment adviser, the AIFM, the depositary, the Company broker, the investor relations research provider and the auditors. These provide vital information concerning changes in market practice or regulation which affect the Company and assist the Board in its decision-making process. Representatives from these providers attend Company Board meetings and give presentations on a regular basis enabling in depth discussions concerning both their findings and their performance. The Board reviews the culture and values of the investment adviser as part of its ongoing assessment of its performance to ensure these are aligned to those of the Board. Further information on the investment adviser’s culture and values can be found in the ‘Integration of ESG considerations into the investment adviser’s investment process’ section on page 25. Investee companies On the Company’s behalf, the Investment Adviser engages with investee companies and updates the Board on material developments affecting individual investee companies. The Investment Adviser has discretionary authority to exercise voting rights on behalf of the Company on resolutions proposed by investee companies. Corporate broker and retail The Company’s broker, Cavendish (previously known as finnCap), and retail marketer marketer, Kepler Partners LLP, attend all quarterly Board meetings and support the Board in its strategic decisions on growing the Company. The Company’s broker has published research on the Company and frequently engages with potential investors on the Company’s behalf. 28 FOR THE YEAR ENDED 31 MARCH 2024 S takeholder Engagement How we engage Public relations advisors The Company works with its public relations adviser, SEC Newgate, to raise the Company’s profile through press and media activity. Other third-party suppliers As an externally managed investment Company with no employees or physical assets, the principal stakeholders of the Company are its shareholders, investment adviser, AIFM, depositary, custodian, administrator and registrar. The Investment Adviser works with the key service providers to ensure the adequacy of the services provided to the Company. On occasion, representatives of the key service providers are invited to attend to present to the Board in addition to the regular updates provided by the Investment Adviser. The Association of Investment The Company is a member of the AIC and provides regular reporting on the Companies (‘AIC’) Company to the AIC. The Company engages with AIC consultations such as voting on the AIC Board elections. 29 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Strategic Review (continued) Principal Decisions The Directors take into account the s172 considerations in all material decisions of the Company ensuring in Board discussions that appropriate attention is given to the short and long-term benefits for stakeholders. Examples of significant Board discussions and decisions made in the period are set out below: Principal Decisions Issue How we engage Decision | Discount management The Board continues to monitor the | | Following discussion at the Board | | --- | --- | --- | | | Company’s discount to ensure that | and with the Company’s broker, | | | it is in a position to issue shares to | the Board decided to use the | | | grow the Company when market | share buy-back programme within | | | conditions allow. In July 2021 the | agreed parameters. This resulted in a | | | Board discussed utilising the share | decision to buyback 2,031,011 ordinary | | | buyback programme alongside | shares of the Company during the | | | the share issuance programme to | year. | balance supply and demand and With the discount widening since the manage the Company’s discount. year end, the Board are evaluating options in relation to the future of the Company. Board evaluation The Board has not arranged an The independent non-executive externally facilitated evaluation directors undertake on, an annual during this period, although this basis, an appraisal in relation to is considered by the Board on a their oversight and monitoring of regular basis. the performance of the investment adviser and other key service providers. In addition the directors undertake, on an annual basis, a written assessment of the effectiveness of the Board as a whole by completion of a formal evaluation questionnaire. The SID also leads a formal evaluation of the performance of the Chairman. 30 FOR THE YEAR ENDED 31 MARCH 2024 Principal Decisions Issue How we engage Decision Board succession The Nomination Committee In the Interim Report and Accounts, undertakes an annual evaluation of the Chairman noted his intention to the composition of the Board and step down from the Board as a result its committees taking into account of length of tenure. As a result, the the requirements of the AIC Code. Nomination Committee have been Appropriate recommendations looking for replacements for both will then be made to the Board in the Chair of the Board and Simon respect of the need to refresh the Baker, who is also approaching the composition of the Board and its limit of his tenure. However, these committees. searches have now been put on hold due to the difficulty of finding suitable successors due to the size of the Company and the prevailing structural challenges it faces. As such, the Board composition will remain as it was during the 12 months under review. | Loan The Company may utilise gearing | | A revolving loan facility agreement | | --- | --- | --- | | | at the director’s discretion for the | with Royal Bank of Scotland | | | purpose of financing the Company’s | International Limited of £5 million | | | portfolio and enhancing shareholder | was approved by the Board, and | | | returns. | the Investment Adviser has been | authorised by the Board to draw down for investment purposes. The Loan facility has been drawn down to £3 million of the £5 million facility. | Third-Party suppliers The continuance, or otherwise, | | During the year the Board agreed | | --- | --- | --- | | | of engagement of key third-party | that with effect from 1 April 2024, | | | service providers are principal | Northern Trust be appointed | | | decisions taken by the Board every | Administrator & Depositary for the | | | year. | Company. | | Geopolitical Considerations Given the conflicts in various | | The Board has discussed the | | | parts of the globe the Board has | investment risks and risks in respect | | | considered what impact this may | of third parties. The Board considers | | | have on the Company. | that the levels of risk within the | Company are acceptable and in line with its investment objective. 31 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Strategic Review (continued) In Summary The structure of the Board and its various committees and the decisions it makes are underpinned by the duties of the Directors under s172 on all matters. The Board firmly believes that the sustainable long-term success of the Company depends upon taking into account the interests of all the Company’s key stakeholders. 32 FOR THE YEAR ENDED 31 MARCH 2024 ### Dividend Policy, Planned Life of the Company, Discount Control and ### Subscription Rights Dividend Policy The Board has not set an objective of a specific portfolio yield for the Company in relation to the year under review and the level of such yield has historically varied with the sectors and geographical regions to which the Company’s portfolio is exposed at any given time. The Articles of Association of the Company allow dividends to be financed through a combination of available net income in each financial year and the Company’s realised capital reserves and other reserves so that the Company may, at the discretion of the Board, pay all or part of any future dividends out of this, or other, distributable reserves of the Company. In the meeting of the Board of directors held on 25 July 2024 the Board on the recommendation of the Audit Committee decided that no dividend will be paid for the year ended 31 March 2024. Planned Life of the Company The Company does not have a fixed life, however, the Board considers it desirable that shareholders should have the opportunity to review the future of the Company every three years. Accordingly, an ordinary resolution for the continuation of the Company in its current form was passed at the AGM of the Company held on 4 September 2023. The next scheduled continuation vote will be held at the 2026 AGM. If such resolution is not passed, the directors will formulate proposals to be put to shareholders to reorganise or reconstruct the Company or for the Company to be wound-up and the assets realised at fair value. Discount Control The directors believe that the ordinary shares should not trade at a significant discount to their prevailing net asset value. The Board uses share buy-backs to assist in diluting discount volatility and to seek to narrow the discount to net asset value at which the Company’s shares trade over time where in normal market conditions, the Company’s share price does not materially vary from its net asset value per share. This year shares traded at discount and the Company bought back 2,031,011 ordinary shares to manage the discount. Subscription Rights Shareholders have an annual opportunity to subscribe for ordinary shares on the basis of one new ordinary share for every ten ordinary shares held at 31 March of each year. The subscription price will be equal to the audited undiluted net asset value per share being 263.59p as at 31 March 2024. The next subscription date will be 31 March 2025. A reminder will be sent to shareholders prior to the subscription date. The Board will review the market price against the subscription price and decide if it is in the best interests of Shareholders to proceed with the annual rights issue. As noted in the Chairman's Statement on page 6, the Board rejected the current year rights issue. For and on behalf of the Board Michael Naylor Chairman 25 July 2024 33 JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS ## Report of the Directors & Governance ### Directors #### Michael Naylor$^{1}$ *(Chairman of the Board and Management Engagement Committee)* *Date of appointment: 3 July 2009* Is a director of SDCL Edge Corporation (SEDA: NYSE), Sun New Energy Holdings Limited, and an advisory board member of Toronto based water technology private equity fund XPV Water Partners LLC. Michael has an established track record of working within the investment management industry and is a member of the Cambridge University Institute of Sustainability Leadership Governance Board. #### Jaz Bains$^{1}$ *(Senior Independent Director)* *Date of appointment: 4 December 2018* Jaz worked in the energy sector for over 30 years and joined Renewable Energy Systems (RES) in 2003. In 2013 Jaz helped set up and launch The Renewables Infrastructure Group ('TRIG'), now a FTSE 250 listed investment company, and was responsible for leading the Operations Manager function of TRIG on behalf of RES until he left RES on 31 January 2014. Jaz is also a non-executive director on the board of Aberforth Smaller Companies Trust Plc. Prior to joining RES Jaz worked for Midlands Electricity and Cinergy Corporation. Jaz has a BSc degree in Mathematics with Management Applications from Brunel University. #### Simon Baker$^{1}$ *(Chairman of the Audit Committee)* *Date of appointment: 31 July 2015* Was a director and fund manager of Charities Official Investment Fund 1983, Chief Executive and Chairman of Tideford Organic Foods, co-founder of Windsor Investment Management 1985 and is trustee of various charity, sports and education trusts. He was employed by Jupiter between 1994 and 2006 as director and head of the green department. Simon brings a wealth of knowledge from his investment experience which included being the lead manager of the Jupiter Ecology and Environmental Opportunities funds. #### Baroness Bryony Worthington$^{1}$ *Date of appointment: 7 September 2022* Is a cross-party Peer in the House of Lords having spent a career working on conservation, energy and climate change issues. Prior to her appointment as a Peer in 2011, Baroness Worthington worked at Friends of the Earth on their 'Big Ask' campaign which successfully lobbied for the introduction of new climate change laws. She also worked for Scottish and Southern Energy advising on sustainability. While there, she was seconded to the Government to work on climate communications and the design of the 2008 Climate Change Act. Between 2011 and 2015, Baroness Worthington served as Shadow Spokesperson for Energy and Climate Change and led on two Energy Bills for the Shadow Ministerial Team. From 2016 to 2019 she was the Executive Director of Environmental Defence Fund Europe. Her current roles include co-chairing the cross party caucus Peers for the Planet and devising grant-making strategies for the Quadrature Climate Foundation and being a Trustee for WWF-UK. $^{1}$ Members of the Audit Committee, Management Engagement Committee and Nomination Committee. 34 FOR THE YEAR ENDED 31 MARCH 2024 # Report of the Directors The directors present the Annual Report and Accounts of the Company for the year ended 31 March 2024. # Results and Dividends The Articles of Association of the Company allow dividends to be financed through a combination of available net income in each financial year and the Company's realised capital reserves and other reserves so that the Company may, at the discretion of the board, pay all or part of any future dividends out of this, or other, distributable reserves of the Company. The ability of the Company to distribute capital as dividends is intended to allow for the implementation of the new dividend policy. The board intends to utilize capital reserves where, without limitation, it considers it appropriate to seek to smooth the Company's dividend yield over the short to medium term. However, the Company intends to maintain a longer-term dividend that is supported by revenues arising from the investment performance of the Company. The financial highlights of the Company are set out on page 4. In addition, results and reserve movements for the year are set out in the Statement of Comprehensive Income and Statement of Financial Position on pages 62 and 63 and the Notes to the Accounts on pages 66 to 80. No dividend will be paid for the year ended 31 March 2024. # Capital Structure # Ordinary shares As at 31 March 2024 the Company's issued share capital was 33,724,958 ordinary shares of 0.1p each of which 14,635,175 were held in treasury. As a result the total voting rights as at 31 March 2024 were 19,089,783. All of the ordinary shares are fully paid and carry one vote per share. The ordinary shares are listed on the London Stock Exchange. There are no restrictions on the holding or transfer of the ordinary shares which are governed by the general provisions of the Articles of the Company. During the year under review a total of 13,639 ordinary shares were issued from treasury and 2,031,011 ordinary shares were repurchased for holding in treasury. The Company is not aware of any agreements between shareholders that restrict the transfer of ordinary shares. # Notifiable Interests in the Company's Voting Rights In accordance with the FCA's Disclosure and Guidance Transparency Rules, the Company has been notified of the following substantial interests in the ordinary shares amounting to 3% or more of the voting rights held in the Company as at 31 March 2024. There have been no other changes notified to the Company in respect of these holdings, and no other new holdings notified, since the year end. | Shareholder | Ordinary shares held at 31 March 2024 | % of Total voting rights at 31 March 2024 | | --- | --- | --- | | Jupiter Fund Management* | 3,640,043 | 19.01 | | Hargreaves Lansdown, stockbrokers (are execution only) | 3,390,939 | 17.71 | | Interactive Investor Services Nominees | 1,865,946 | 9.75 | | Evelyn Partners (Retail) | 1,096,324 | 5.73 | | AJ Bell, stockbrokers (EO) (are execution only) | 876,350 | 4.58 | | Individuals | 812,626 | 4.24 | | RBC Brewin Dolphin, stockbrokers | 613,626 | 3.21 | | Barclays Smart Investor (are execution only) | 594,824 | 3.11 | * previously disclosed by Jupiter Asset Management Limited, part of the Jupiter group of companies. # Subscription Rights The Articles of Association of the Company provide for subscription rights to be embedded within the ordinary shares. Shareholders have an annual opportunity to subscribe for ordinary shares on the basis of one new ordinary share for every ten ordinary shares held at 31 March of each year. The subscription price will be equal to the audited undiluted NAV per share as shown in the published JUPITER 35 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Report of the Directors (continued) report and accounts prepared at 31 March in the gives the Company the ability to sell ordinary shares previous year. The next subscription date will be held in treasury quickly and cost effectively, and 31 March 2025. The 2024 subscription rights exercise provides the Company with additional flexibility in resulted was rejected. This year’s shareholder circular the management of the capital base. stated that due to the exercise price being above The board shall have regard to current market practice the prevailing market price, that Shareholders should for the reissue of treasury shares by investment trusts consider carefully their options and seek financial and the recommendations of the Investment Adviser. advice if unsure of their position, despite this, a small The board will make an announcement of any change number of shareholders submitted applications for in its policy for the reissue of ordinary shares from the subscription, representing 9,969 of the Ordinary treasury via a Regulatory Information Service approved Shares available. The primary role of the directors is by the FCA. The board’s current policy is that any to protect shareholder’s interests and the Board has ordinary shares held in treasury will not be resold therefore decided to reject the 2024 subscriptions. by the Company at a discount to the Investment As a result the total voting rights remained at Adviser’s estimate of the presiding net asset value per 19,089,783 as at that date. ordinary share as at the date of issue. Repurchase of Shares Directors Authority to Repurchase Shares The directors of the Company and their biographies At the AGM held on 14 September 2023 shareholders can be found on page 34. All directors held office renewed the authority to buy back the Company’s throughout the year under review. In March 2020 Jaz ordinary shares for cancellation or holding in treasury. Bains was appointed the additional role of Senior The board are seeking to renew the Company’s buy- Independent Director. The Senior Independent back powers at the forthcoming AGM. It is believed Director serves as a sounding board for the Chairman that these provisions provide a valuable tool in the and acts as an intermediary for other directors and management of the Company’s share value against shareholders. The SID is responsible for: net asset value. The current authority allows the Company to purchase up to 14.99% of the issued ■ working closely with and supporting the Chairman; ordinary shares. Purchases would be made at the ■ leading the annual assessment of the performance discretion of the board and within guidelines set of the Chairman; from time to time. Under the Listing Rules and the ■ holding meetings with the other directors without buy-back and stabilisation regulation the maximum the Chairman being present, when required; price for such a buy-back cannot be more than the ■ carrying out succession planning for the higher of (i) 105% of the average middle market price Chairman’s role; for the five days immediately preceding the date of repurchase; and (ii) the higher of the price of ■ working with the Chairman, other directors and the last independent trade and the highest current shareholders to resolve major issues; and independent bid. ■ being available to shareholders and other directors to address any concerns or issues they feel have Treasury Shares not been adequately dealt with through the usual The board believes that the effective use of channels of communication (i.e. through the treasury shares can assist the Company in improving Chairman). liquidity in the Company’s ordinary shares, managing Directors’ Remuneration and Interests any imbalance between supply and demand and minimizing the volatility of the discount at which the The Directors’ Remuneration Report and Policy ordinary shares trade to their net asset value for the on pages 47 to 50 provides information on the benefit of shareholders. It is believed that this facility remuneration and shareholdings of the directors. 36 FOR THE YEAR ENDED 31 MARCH 2024 Powers of the board Management of the Company Subject to the provisions of the Companies Act JUTM was appointed as AIFM to the Company on 22 2006, the Memorandum and the Articles and to any July 2014. JUTM subsequently delegated the portfolio directions given by special resolution, the business of management of the Company to JAM. JUTM and the Company shall be managed by the directors who JAM are wholly owned subsidiaries of Jupiter Fund may exercise all the powers of the Company. Management PLC. Further details of the Company’s arrangement with JUTM and JAM can be found in These include the powers to act as the Company’s Note 22 to the Accounts on page 80. agents, to cause the Company to enter into valid contracts, to borrow and give security, and determine The directors have reviewed the performance and terms and conditions under which the Company’s terms of appointment of JUTM as the Company’s shares are issued and repurchased. AIFM. A summary of the terms of the appointment including the notice of termination period and annual Conflicts of Interest fee is set out in Note 22 to the Accounts on page 80. The directors believe that it is in the best interests Each director has a statutory duty to avoid a of all shareholders for the Company to continue situation where he has or might have a direct or the appointment of the Investment Adviser on its indirect interest which conflicts or might conflict existing terms of appointment, having reviewed the with the interests of the Company, unless, in terms Company secretarial, accounting, fund management of the Articles of Association, the relevant conflict or and other services provided by Jupiter and having potential conflict has been authorised by the board. regard to the Company’s performance against its The directors have declared all potential conflicts of benchmark index during the year under review. The interest with the Company. The register of potential directors are of the view that the portfolio should conflicts of interest is kept at the registered office of remain under the Investment Adviser’s stewardship. the Company. It is reviewed regularly by the board and all directors will advise the Company secretary as Going Concern with Material Uncertainty soon as they become aware of any potential conflicts of interest. Directors who have potential conflicts of The financial statements have been prepared interest will not take part in any discussions which on a going concern basis. In considering this, relate to any of their potential conflicts. the Directors took into account the Company’s investment objective, risk management policies Directors’ and officers’ liability insurance and capital management policies, the diversified portfolio of readily realisable securities which can During the year under review the Company be used to meet short-term funding commitments purchased and maintained liability insurance for its and the ability of the Company to meet all of its directors and officers as permitted by Section 233 of liabilities and ongoing expenses. In determining the the Companies Act 2006. appropriateness of the going concern basis, the Directors and company secretary Directors considered the operational resilience and indemnification ongoing viability of the Investment Adviser and other key third-party suppliers. The Directors were The Company has indemnified its directors and satisfied that all key third-party suppliers continued company secretary in respect of their duties as to operate under business as usual functionality directors and officers of the Company, certain civil and that regular monitoring of these measures claims brought by third-parties and associated legal was in place. The directors consider that this is costs to the extent that they are permitted by the the appropriate basis as they have a reasonable Companies (Audit, Investigations and Community expectation that the company has adequate Enterprise) Act 2004. resources to continue in operational existence in line 37 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Report of the Directors (continued) with revenue forecast to 31 July 2025, which is at least management and internal control systems and twelve months from when the financial statements reviewing their effectiveness, at least annually, and were authorised for issue. The directors continue report on that review in the Company’s annual to adopt the going concern basis of accounting in report. Internal control systems are designed to preparing the financial statements. meet the particular requirements of the Company and to manage rather than eliminate the risks of Material Uncertainty failure to achieve its objectives. The systems by their very nature can provide reasonable but not The Board is currently evaluating options for the absolute assurance against material misstatement future of the business in recognition that it may be in or loss. The board has reviewed the effectiveness the best interests of shareholders for the Company of the Company’s internal control systems including not to continue in its present form. At this point in the financial, operational and compliance controls time there can be no certainty as to the outcome and risk management. These systems have been in of this evaluation and the Board will notify the place for the period under review and to the date of market at the appropriate time. Whilst there can be signing the accounts. no certainty as to the outcome of this evaluation within 12 months of the approval of these financial The Company receives services from JAM and JPMCB statements, and therefore while there remains a relating to investment advice, global custody and material uncertainty, the Board has prepared the certain administration activities. JPMEL was appointed financial statements on a going concern basis. as depository to the Company with effect from 22 July 2014. Documented contractual arrangements ISA Qualification are in place with JAM, JPMCB and JPMEL which The Company currently manages its affairs so as to define the areas where the Company has delegated be a qualifying investment trust under the Individual authority to them. The directors have considered Saving Account (ISA) rules. As a result, under current the reports on the internal control objectives and UK legislation, the ordinary shares qualify for procedures of JAM and J.P. Morgan together with investment via the stocks and shares component the opinion of the service auditor for these reports of an ISA up to the full annual subscription limit, which detail the measures and the testing of the currently £20,000 (2024/25) in each tax year. It is the measures which are in place to ensure the proper present intention that the Company will conduct its recording, valuation, physical security and protection affairs so as to continue to qualify for ISA products. from theft of the Company’s investments and assets and the controls which have been established to Bribery Prevention Policy ensure compliance with all regulatory, statutory and The provision of bribes of any nature to third- fiscal obligations of the Company. parties in order to gain a commercial advantage is The directors have also had regard to the procedures prohibited and is a criminal offence. The board takes for safeguarding the integrity of the computer its responsibility to prevent bribery by Jupiter on its systems operated by Jupiter, JPMBC and JPMEL and behalf very seriously. To aid the prevention of bribery the key business disaster recovery plans. By way of being committed for the benefit of the Company; the procedures described above the board reviews Jupiter has adopted a Bribery Prevention Policy. the procedures in place to manage the risks to the Jupiter will advise the board of any changes to the Company on an annual basis. policy. The Company does not have an internal audit function. The Audit Committee considers whether Statement of Internal Controls there is a need for an internal audit function on an In accordance with the AIC Code, the board is annual basis. As most of the Company’s functions responsible for monitoring the Company’s risk are delegated to third-party suppliers the board 38 FOR THE YEAR ENDED 31 MARCH 2024 does not consider it necessary for the Company to policy is voted in practice and timely voting decisions establish its own internal audit function. made. From time to time resolutions will be brought to UK Stewardship Code and the Exercise of annual general meetings by third-parties encouraging Voting Powers companies to address specific environmental and/or The Company’s Investment Adviser is responsible social concerns. In such instances, Jupiter’s corporate for voting the shares it holds on the Company’s governance and sustainability analysts will discuss behalf. The Investment Adviser supports the UK their views with the Investment Adviser and the Stewardship Code as issued by the FRC, which sets Company if appropriate. The Investment Adviser out the responsibilities of institutional shareholders will then vote for what it considers to be in the best in respect of monitoring and engaging with investee financial interests of shareholders, whilst having companies. regard to any specific sustainability concerns unless otherwise directed. The Investment Adviser’s UK voting policies are consistent with the UK Stewardship Code. The Common Reporting Standards Investment Adviser’s Corporate Governance & Voting Policy can be found at www.jupiteram.com. With effect from 1 January 2016, The Organisation for Economic Co-operation and Development (‘OECD’) The board and the Investment Adviser believe that introduced new Regulations for Automatic Exchange shareholders have a vital role in encouraging a higher of Financial Account Information (the Common level of corporate performance and therefore adopt Reporting Standard, ‘CRS’). HMRC enacted the CRS a positive approach to corporate governance. The in the UK through The International Tax Compliance Investment Adviser aims to act in the best interests Regulations 2015. of all its stakeholders by engaging with companies that they invest in, and by exercising its voting These regulations require all financial institutions to rights with care. Not only is this commensurate with share certain information on overseas shareholders good market practice, it goes hand in hand with with HMRC; this scope includes an obligation for ensuring the responsible investment of its clients’ investment trust companies which had previously funds. Equally, companies are asked to present their had no such reportable accounts under the UK plans for maintaining social and environmental FATCA regulations. Accordingly, the Company will be sustainability within their business. required to provide information to HMRC on the tax residencies of a number of non-UK based certificated The board and the Investment Adviser believe that shareholders and corporate entities on an annual institutional investors should exercise their corporate basis. HMRC will in turn exchange this information governance rights including voting at general with tax authorities in the country in which the meetings. shareholder may be resident for taxation purposes. HMRC has advised that the Company will not be In order to assist in the assessment of corporate required to provide such information on uncertified governance and sustainability issues and contribute holdings held through CREST. The Company has to a balanced view, the Investment Adviser engaged Link Group to provide such information on subscribes to external corporate governance and certificated holdings to HMRC on an ongoing basis. sustainability research providers but does not routinely follow their voting recommendations. By order of the board Contentious issues are identified and, where | necessary (and where timescales permit), are | Jupiter Asset Management Limited | | --- | --- | | discussed with corporate governance and/or | Company Secretary | | sustainability analysts and portfolio managers, and | 25 July 2024 | companies. The Investment Adviser ensures that its 39 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Annual General Meeting This year’s AGM will be held on Monday 30 September 2024 at 11.30 a.m. at the offices of Jupiter Asset Management Limited, The Zig Zag Building, 70 Victoria Street, London SWIE 6SQ. The Notice of AGM will be sent to shareholders in early September 2024. 40 FOR THE YEAR ENDED 31 MARCH 2024 ### Corporate Governance Corporate Governance Compliance Statement The AIC Code is available on the AIC website (www. theaic.co.uk). It includes an explanation of how This statement, together with the Statement the AIC Code adapts the Principles and Provisions of Directors’ Responsibilities on page 51 and set out in the UK Code to make them relevant for the Statement of Internal Controls on page 38, investment companies. indicates how the Company has complied with the recommendations of the AIC Code as issued in A description of the main features of the Company’s February 2019. internal control and risk management functions can be found on pages 38 and 23 of this report. The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance Code (the Role of the Board UK Code as issued by the Financial Reporting Council (‘FRC’)), as well as setting out additional Provisions on The board receives monthly reports and meets at issues that are of specific relevance to the Company. least quarterly to review the overall business of the Company and to consider matters specifically The board considers that reporting against the reserved for its review. At these meetings the Principles and Provisions of the AIC Code, which has board monitors the investment performance of the been endorsed by the FRC provides more relevant Company. The directors also review the Company’s information to shareholders. activities every quarter to ensure that it adheres to its investment policy or, if appropriate, to make any The Company has complied with the provisions of changes to that policy. the AIC Code, and it also complies with all UK Code provisions with the exception of: Additional ad hoc reports are received as required and directors have access at all times to the advice ■ The role of the chief executive and services of the Company secretary, who is ■ Executive director’s remuneration responsible for ensuring that board procedures are ■ The tenure of the Chairman followed, and that applicable rules and regulations are complied with. The board has adopted a schedule ■ The inclusion of the Chair as part of the Audit of items specifically reserved for its decision. Committee With respect to the first and second bullet point A procedure has been adopted for the directors, in the board considers these provisions not relevant the furtherance of their duties, to take independent to the position of the Company being an externally professional advice at the expense of the Company. managed investment Company with no employees. The Company has not therefore reported further in Composition respect of these provisions. As at 31 March 2024 the board comprised four non–executive directors comprising three males In relation to the tenure of the Chairman it was and one female, all of whom are independent of noted in the half yearly accounts that the intention the Investment Adviser. All directors are required to was that Michael Naylor would step down at the disclose the existence of conflicts of interest at each AGM. However, the search has now been put on board meeting. hold due to the difficulty of finding a suitable successor due to the size of the Company and the Michael Naylor is Chairman of the board. The prevailing structural challenges it faces. As such, the Chairman is independent of the Investment Adviser. Board composition will remain as it was during the 12 The Chairman has no conflicts of interest between months under review. his interests and those of shareholders – the Chairman is also a shareholder. Potential conflicts are With regards to the Audit Committee all Directors reported to the rest of the board who consider such are members due to the Board’s small size. conflicts and where appropriate approve them. The 41 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Corporate Governance (continued) Chairman is not, and has never been, an employee that Simon Baker has been a Board member for of the Investment Adviser nor a professional adviser approaching nine years. to the Investment Adviser or the Company. The During the year a search has been underway for two Chairman does not serve as a director of any other candidates. One to replace Michael Naylor at the investment companies managed by Jupiter. forthcoming AGM and the other to replace Simon Baker in due course. As a result of the Board deciding Tenure and succession planning to evaluate options for the Company, this has The board is mindful of the AIC and UK Corporate currently been put on hold. Governance Codes in relation to the tenure of directors (including the Chairman) however it is the Diversity board’s policy that it does not consider it appropriate It is seen as a prerequisite that each member of that directors should be appointed for a specific term. the board must have the skills, experience and The Nomination Committee undertakes an annual character that will enable them to contribute to evaluation of the composition of the board and its the effectiveness of the board and the success of committees taking into account the requirements the Company. Subject to that overriding principle, of the AIC Code. Appropriate recommendations will diversity of experience and approach, including then be made to the board in respect of the need gender diversity, amongst board members is of great to refresh the composition of the board and its value, and it is the board’s policy to give careful committees. consideration to overall board balance and diversity when considering the tenure of directors, in any As part of its annual evaluation process, and in decisions to refresh the board and in making new accordance with good corporate governance appointments to the board. The tables below are practice, the board considers the length of tenure prepared on a self-identifying basis. of all directors and as noted earlier in the report the Chairman’s tenure is over nine years. It is also noted Board gender as at 31 March 2024 | Number of | Percentage of | Number of | | Number in | | Percentage | | | --- | --- | --- | --- | --- | --- | --- | --- | | Board Members | the Board | Senior Positions | | Executive | | of Executive | | | | | | 4 | | 1 | | 1 | | | | on the Board | | Management | | Management | | Men 3 75% 2 n/a n/a 2 3 Women 1 25% – n/a n/a Not specified/prefer not to say – – – n/a n/a 42 FOR THE YEAR ENDED 31 MARCH 2024 Board ethnic background as at 31 March 2024 | | Number of | Percentage of | Number of | | Number in | | Percentage | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Board Members | the Board | Senior Positions | | Executive | | of Executive | | | | | | | 4 | | 1 | | 1 | | | | | on the Board | | Management | | Management | | | White British or other white | 3 75% 1 n/a n/a | | | | | | | | (including minority – white groups) Mised/multiple ethnic groups – – – n/a n/a 5 Asian/Asian British 1 25% 1 n/a n/a Black, African, Caribbean, – – – n/a n/a Black British Other ethic group, – – – n/a n/a including Arab Not specified/prefer not to say – – – n/a n/a 1 The number of Directors in executive management is not applicable for an investment trust. 2 This does not meet the Listing Rules target of 40% due to the small size of the Board. 3 This does not meet the Listing Rules target of at least one senior position of the Board to be held by a woman, due to the small size of the Board. 4 For the purposes of the Listing Rule disclosures only the position of Chairman and Senior Independent Director are relevant for the Company in accordance with the Board. 5 This meets the Listing Rules target on ethnic diversity of one ethnic individual. Re–election of directors Performance Evaluation It is the Company’s policy for all Directors to stand The Board has not arranged an externally facilitated for re–election annually, as recommended by the AIC evaluation during this period, although this is Code. considered by the Board on a regular basis. The directors undertake on an annual basis an appraisal The Board is undertaking an evaluation of the in relation to their oversight and monitoring of the Company and the difficulty of finding a suitable performance of the investment adviser and other succesor for the Chair position due to the size of the key service providers. Company, it has therefore considered the individual contribution and skills of each of its members, is In addition the directors undertake, on an annual recommending that all Directors be re–elected, at basis, a written assessment of the evaluation of the the forthcoming AGM. Board, its committees and individual directors by completion of a formal evaluation questionnaire. The Induction and Training SID also leads a formal evaluation of the performance of the Chairman. The Company secretary provides directors with induction training on appointment. Although no formal training in corporate governance is given to directors, the directors are kept up–to–date on statutory, regulatory and corporate governance issues through bulletins and training materials provided from time to time by the Company secretary. Directors are also encouraged to attend industry events including those specific to investment trusts. 43 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS Board Committees which, given the size of the board, consists of the entire board. The function of this Committee Audit Committee is to evaluate the appointment of additional or The board has established an Audit Committee replacement directors against the requirements of which consists of the entire board. Simon Baker is the Company’s business and the need to have a Chairman of the Audit Committee. The Report of the balanced board. Audit Committee can be found on page 45. The Nomination Committee considers job specifications and assesses whether candidates have Management Engagement Committee the necessary skills and time available to devote The board has established a Management to the Company’s business. All newly appointed Engagement Committee which consists of the directors receive any necessary training and entire board. Michael Naylor is Chairman of the induction. Management Engagement Committee. The function of this Committee is to ensure that the Investment Following due consideration and taking into account Adviser complies with the terms of the investment the size, nature and complexity of the Company, management agreement and that the provisions the board has determined that it will not establish a of the investment management agreement follow Remuneration Committee at this time; this function industry practice and remain competitive and in the is performed by the board. best interests of shareholders. Terms of Reference of all board committees are published on the Company’s website Nomination Committee www.jupiteram.com/JGC. The board has established a Nomination Committee Directors’ Attendance at Meetings Management | | | | | Audit | Engagement | Nomination | | --- | --- | --- | --- | --- | --- | --- | | | Board | | Committee | | Committee | Committee | | M Naylor | | 4/4 2/2 1/1 1/1 | | | | | S Baker 4/4 2/2 1/1 1/1 J Bains 4/4 2/2 1/1 1/1 Baroness Bryony Worthington 4/4 2/2 1/1 1/1 For and on behalf of the Board Michael Naylor Chairman 25 July 2024 44 FOR THE YEAR ENDED 31 MARCH 2024 ### Report of the Audit Committee The Audit Committee meets at least twice a year to to Ernst & Young LLP (‘EY’), the Heads of Internal consider the financial reporting by the Company, the Audit, Risk and Compliance of the Investment internal controls and relations with the Company’s Adviser and to its group audit committee and reports external auditors. In addition, it reviews the its findings to the board. The board retains ultimate independence and objectivity of the auditors and responsibility for all aspects relating to external the effectiveness of the audit process, the quality of financial statements and other significant published the audit engagement partner and the audit team financial information. and consider the reappointment of the auditors. Independent Auditors and Audit It will also provide an opinion as to whether the The Company’s current independent auditor EY was Annual Report, taken as a whole, is fair, balanced appointed by the board on 4 September 2018. As part and understandable and provides the information of its review of the continuing appointment of the necessary for shareholders to assess the Company’s auditor, the Audit Committee considers the length of performance, business model and strategy. tenure of the audit firm, its fees and independence During the course of the year, representatives of the from the AIFM, the Investment Adviser along with Investment Adviser and other third-party service any matters raised during each audit. providers are invited to attend meetings of the The fees paid to EY in respect of audit services are committee to report on issues as required. disclosed in Note 5 of the notes to the accounts on The Company does not have an internal audit page 69. The Company’s year ended 31 March 2024 function as most of its day to day operations are is the current audit partner’s second of a five year delegated to professional third-parties. maximum term. The committee also reviews the Company’s Significant Accounting Matters compliance with the AIC Code. During its review of the Company’s accounts for the year ended 31 March 2024, the Audit Committee Composition considered the following significant issues, including The Audit Committee consists of the entire board. the consideration of principal and emerging risks and Simon Baker is Chairman of the Audit Committee. uncertainties in light of the Company’s activities and issues communicated by the auditors during their All the committee members are independent non- review, all of which were satisfactorily addressed: executive directors. The Committee has direct access Issue considered How the issue was addressed ■ Valuation of the investment portfolio ■ Review of internal control reports from the Investment Adviser, administrator and custodian ■ Receipt of dividend income ■ Review of income received as detailed in the monthly revenue forecast report from the Investment Adviser. Special dividends received are assessed as a repayment of capital or as revenue depending on the facts of each particular case ■ Compliance with section 1158 of the Corporation Tax ■ Review of portfolio holdings reports and revenue Act 2010 forecasts to ensure compliance criteria is met ■ Calculation of management fees ■ Consideration of methodology used to calculate fees, matched against the criteria set out in the investment management agreement ■ Statement of going concern ■ Review of the investment portfolio, risks and uncertainties, projected cash flow and forecast revenue 45 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Report of the Audit Committee (continued) Auditor Effectiveness & Independence Auditor effectiveness is assessed by means of the auditors’ direct engagement with the committee at Audit Committee meetings and also by reference to feedback from the AIFM, Investment Adviser and its employees who have direct dealings with the auditors during the annual audit of the Company. The Audit Committee concluded that the auditors continue to be independent of the Company and the Investment Adviser and that their reappointment be proposed at the 2024 Annual General Meeting. Non-Audit Services The revised FRC Ethical Standard, effective from 15 March 2020, limits the non-audit services that can be provided by the Auditors. The Committee ensures the Auditors’ objectivity and independence are safeguarded by adopting a policy that all non-audit services are subject to its approval. No fee for such services was payable to the Auditors for the year under review and no services were undertaken (2023: £Nil). Statement in Respect of the Annual Report & Accounts Having taken all available information into consideration, and having discussed the content of the Annual Report & Accounts with the AIFM, Investment Adviser, company secretary and other third-party service providers, the Audit Committee has concluded that the Annual Report & Accounts for the year ended 31 March 2024, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position, income and performance, business model and strategy, and has reported on these findings to the board. For and on behalf of the Audit Committee Simon Baker Chairman of the Audit Committee 25 July 2024 46 FOR THE YEAR ENDED 31 MARCH 2024 ## Directors' Remuneration Report and Policy ### Introduction The Board is pleased to present the Company's annual remuneration report for the year ended 31 March 2024 in accordance with Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) regulations 2013. The law requires the Company's auditors to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The independent auditors' opinion is included in their report on pages 53 to 61. ### Statement by the Chairman The Board's policy on remuneration is set out below. It must be noted that it is essential that fees payable to directors should reflect the time spent on the Company's affairs. They should also be competitive enough to attract and retain highly skilled individuals who possess the requisite knowledge and experience for the position. The directors of the Company are non-executive and by way of remuneration receive an annual fee, payable quarterly in arrears. During the year to 31 March 2024, directors' fees were as follows: | Chairman of the Board | £30,000 | | --- | --- | | Chairman of the Audit Committee | £27,000 | | Director | £25,000 | Details of the total emoluments paid to directors for the years ended 31 March 2023 and 31 March 2024 are provided in the Annual Report on Remuneration. The Company does not award any other remuneration or benefits to the Chairman or directors. There are no bonus schemes, pension schemes, or long-term incentive schemes in place for the directors. ### Directors' Remuneration Policy The remuneration policy of the Company was approved by shareholders at the AGM held on 1 September 2021. At that meeting 99.56% of votes received were in favour, 0.20% were against and 0.24% votes were withheld. The current remuneration policy as set out below will apply until 1 September 2024 (being three years from the date of shareholder approval of the policy) unless renewed, varied or revoked by shareholders at a general meeting. In accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the directors are required to propose a remuneration policy to shareholders that will remain in place for a maximum of three years. The Company's remuneration policy is that fees payable to directors are commensurate with the amount of time directors are expected to spend on the Company's affairs, whilst seeking to ensure that fees are set at an appropriate level so as to enable candidates of a sufficient calibre to be recruited. The Company's Articles states the maximum aggregate amount of fees that can be paid to directors in any one year. This is currently set at £150,000 per annum and shareholder approval is required for any changes to this. Each director is entitled to a base fee; the Chairman of the Board is paid a higher fee than the other directors, to reflect the additional work required to be carried out in this role. The Chairman of the Audit Committee receives a higher fee on the same basis. The Board has not established a Remuneration Committee and any review of the directors' fees is undertaken by the Board as whole and has regard to the level of fees paid to non-executive directors of other investment companies of equivalent size. ### Directors' Service Contracts No director has a contract of service with the Company. Accordingly, the directors are not entitled to any compensation in the event of termination of their appointment or loss of office, other than the payment of any outstanding fees. The Board is authorised to obtain, at the Company's expense, outside legal or other professional advice on any matters within its Terms of Reference. The Board did not seek external advice during the year under review. JUPITER 47 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Directors’ Remuneration Report and Policy (continued) The Board does not consider it appropriate that Annual Report on Remuneration directors should be appointed for a specific term. A single figure for the total remuneration of each All directors are subject to annual re-election. Any director is set out in the table below for the year new director appointed would be subject to election ended 31 March 2024 and 31 March 2023 respectively: by shareholders at the next AGM following their appointment. Date of Due date for Director Appointment Re-election The terms and conditions of directors’ appointments Michael Naylor 3 July 2009 Annually are set out in formal letters of appointment. Simon Baker 31 July 2015 Annually Jaz Bains 4 December 2018 Annually Bryony Worthington 7 September 2022 Annually Single Total Figure Table (audited) | | | | | | | | Total | | | | | | | | Total | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | Remuneration | | | | | | | | Remuneration | | | | | | | | | | | | for the | | | | | | | | for the | | | | | | Taxable | | | year ended | | | | | Taxable | | | year ended | | | | | Fees | | Expenses | | 31 March 2024 | | | | Fees | | Expenses | | 31 March 2023 | | | | | Director | | £ | | £ | | | | £ | | £ | | £ | | | | £ | 1 Michael Naylor 30,000 – 30,000 30,000 – 30,000 2 Simon Baker 27,000 – 27,000 27,000 – 27,000 Jaz Bains 25,000 – 25,000 25,000 – 25,000 3 Bryonny Worthington 25,000 – 25,000 14,080 – 14,080 4 Dame Polly Coutrice – – – 10,920 – 10,920 Total 107,000 – 107,000 107,000 – 107,000 1 Chairman of the Board. 2 Chairman of the Audit Committee. 3 Appointed 7 September 2022. 4 Resigned 7 September 2022. Annual percentage change in remuneration of directors The table below is a disclosure under The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 and sets out the annual percentage change in each director’s remuneration received over the last four financial years to 31 March 2024 and then will be on a rolling five year basis. | | | 2024 | | 2023 | | 2022 | | | 2021 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total fees % | | Total fees % | | Total fees % | | Total fees % | | | | Director | | change | | change | | change | | change | | 1 Michael Naylor – – – – 2 Simon Baker – – – – Jaz Bains – – – – 3 Bryony Worthington 78 100 n/a n/a 4 Dame Polly Courtice n/a (56) – – 1 Chairman of the Board. 2 Chairman of the Audit Committee. 3 Appointed 7 September 2022. 4 Resigned 7 September 2022. 48 FOR THE YEAR ENDED 31 MARCH 2024 Expenditure by the Company on Directors’ Remuneration compared with Distribtions to Shareholders The table below compares the total remuneration paid to Directors with distributions made to shareholders during the Financial year under review and the prior year. | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | | | 31 March | | 31 March | | | | | 2024 | | 2023 % increase | Remuneration paid to Directors 107,000 107,000 0 Distributions to shareholders – dividends – – 0 Total value of shares repurchased 4,057,960 669,446 506 Statement of voting at the last AGM The following sets out the votes received at the AGM of the shareholders of the Company, held on 14 September 2023, in respect of the approval of the Directors’ Remuneration Report. Votes cast for Votes cast against Total Number votes of votes cast withheldNumber % Number % 4,657,914 99.42 27,147 0.58 4,685,061 51,466 Directors’ Interests There are no requirements for directors to own shares. All such holdings are subject to the disclosure The directors who held office at the end of the obligations set out in the Listing Rules of the UK year covered by these accounts and their beneficial Listing Authority. interests in the ordinary shares at 31 March 2024 are ## To be updated shown in the table below. The directors’ interests in contractual arrangements with the Company are as detailed in note 22 to the Directors’ interest in ordinary shares (audited) Accounts on page 80. Subject to these exceptions, 31 March 31 March no director was a party to or had any interest in any 2024 2023 contract or arrangement with the Company at any Michael Naylor 18,070 18,070 time during the year or subsequently. Simon Baker 14,075 14,075 Jaz Bains 2,000 2,000 Bryony Worthington 2,498 2,498 There has been no change since the year-end. 49 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Directors’ Remuneration Report and Policy (continued) Performance to 31 March 2024 The graph below shows the Company’s share price performance compared with the movement of the MSCI World Small Cap Index, expressed in sterling. 10 Year performance graph 400 350 300 250 200 150 100 50 0 -50 | | | 01/11/2014 | | | 01/11/2015 | | | 01/11/2016 | | | 01/11/2017 | | | 01/11/2018 | | | 01/11/2019 | | | 01/11/2020 | | | 01/11/2021 | | | 01/11/2022 | | | 01/11/2023 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 01/03/2014 | 01/07/2014 | | 01/03/2015 | 01/07/2015 | | 01/03/2016 | 01/07/2016 | | 01/03/2017 | 01/07/2017 | | 01/03/2018 | 01/07/2018 | | 01/03/2019 | 01/07/2019 | | 01/03/2020 | 01/07/2020 | | 01/03/2021 | 01/07/2021 | | 01/03/2022 | 01/07/2022 | | 01/03/2023 | 01/07/2023 | | 01/03/2024 | | | | | | | | | | Green IT NAV | | | | | | | | | | | | Green IT Composite Benchmark Green IT Share Price | | | | | | | | | | | On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the Directors’ Remuneration Report and Policy summarises, for the year ended 31 March 2024, the review undertaken and the decisions made regarding the fees paid to the Board, and the future remuneration policy of the Company which is to be approved by shareholders. By order of the Board Michael Naylor Chairman 25 July 2024 50 FOR THE YEAR ENDED 31 MARCH 2024 ### Statement of Directors’ Responsibilities The Directors are responsible for preparing the The financial statements are published on Annual Report and financial statements in accordance www.jupiteram.com/JGC, which is a website with UK adopted International Accounting standards. maintained by Jupiter Asset Management Limited. Under Company law the Directors must not approve Visitors to the website need to be aware that the financial statements unless they are satisfied that legislation in the United Kingdom governing the they give a true and fair view of the state of affairs preparation and dissemination of financial statements of the Company and of the return or loss of the may differ from legislation in other jurisdictions. Company for that period. The Directors are responsible for keeping adequate In preparing those financial statements, the Directors accounting records that are sufficient to show and are required to: explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position (a) select suitable accounting policies in accordance of the Company and enable them to ensure that the with UK adopted International Accounting financial statements comply with the Companies standards 8 Accounting Policies, Changes in Act 2006. They are also responsible for safeguarding Accounting Estimates and Errors and then apply the assets of the Company and hence for taking them consistently; reasonable steps for the prevention and detection of (b) present information, including accounting policies, fraud and other irregularities. in a manner that provides relevant, reliable, Under applicable law and regulations, the Directors comparable and understandable information; are also responsible for preparing a Strategic Report, (c) provide additional disclosures when compliance Directors’ Report, Directors’ Remuneration Report with the specific requirements in UK adopted and Statement of Corporate Governance that International Accounting standards is insufficient comply with that law and those regulations. to enable users to understand the impact of particular transactions, other events and Each of the Directors, who are listed on page 34 of conditions on the entity’s financial position and this report, confirm to the best of their knowledge financial performance; that: (d) state that the Company has complied with UK (a) the financial statements, prepared in accordance adopted International Accounting standards with UK adopted International Accounting subject to any material departures disclosed and standards, give a true and fair view of the assets, explained in the financial statements; and liabilities, financial position and profit or loss of the Company; (e) make judgements and estimates that are (b) the report includes a fair view of the development reasonable and prudent. and performance of the business and the position The Directors are responsible for the maintenance of the Company together with a description of and integrity of the corporate and financial the principal and emerging risks and uncertainties information included on the Company’s website that the Company faces; and www.jupiteram.com/JGC. The work carried out (c) in their opinion, the Annual Report and by the auditors does not include consideration of Accounts taken as a whole, is fair, balanced and the maintenance and integrity of the website and understandable and it provides the information accordingly the auditors accept no responsibility necessary to assess the Company’s performance, for any changes that have occurred to the financial business model and strategy. statements when they are presented on the website. 51 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Statement of Directors’ Responsibilities (continued) So far as each Director is aware at the time the report is approved: (a) there is no relevant audit information of which the Company’s Auditors are unaware; and (b) the Directors have taken all steps required of a Company director to make themselves aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information. By order of the Board Michael Naylor Chairman 25 July 2024 52 FOR THE YEAR ENDED 31 MARCH 2024 ### Independent Auditors’ Report To the Members of Jupiter Green Investment Trust PLC Opinion The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we We have audited the financial statements of Jupiter remain independent of the Company in conducting Green Investment Trust PLC (the “Company”) for the audit. the year ended 31 March 2024 which comprise the Statement of Comprehensive Income, the Statement ## To be updated Material uncertainty related to going concern of Financial Position, the Cash Flow Statement, the Statement of Changes in Equity and the related We draw attention to Note 1 in the financial notes 1 to 24, including material accounting policy statements which indicates that the Company information. is currently evaluating options for the future of the business. As stated in Note 1, these events or The financial reporting framework that has been conditions indicate that a material uncertainty exists applied in their preparation is applicable law and UK- that may cast significant doubt on the Company’s adopted International Accounting Standards. ability to continue as a going concern. The financial statements do not contain the adjustments that In our opinion, the financial statements: would result if the Company were unable to continue ■ give a true and fair view of the Company’s affairs as a going concern. Our opinion is not modified in as at 31 March 2024 and of its loss for the year respect of this matter. then ended; We describe below how our audit responded to the ■ have been properly prepared in accordance with risk relating to going concern: UK-adopted International Accounting Standards; ■ We discussed with the directors the basis of their and evaluation of options and understood that at this ■ have been prepared in accordance with the point in time, there can be no certainty as to the requirements of the Companies Act 2006. outcome of this evaluation. ■ We discussed with the directors and considered Basis for opinion whether any other events or conditions, apart We conducted our audit in accordance with from their evaluation of options discussed in International Standards on Auditing (UK) (ISAs (UK)) Note 1 exist that, individually or collectively, may and applicable law. Our responsibilities under those cast significant doubt on the Company’s ability to standards are further described in the Auditor’s continue as a going concern and concluded that responsibilities for the audit of the financial no such circumstances exist. statements section of our report. We believe that the audit evidence we have obtained is sufficient and ■ We reviewed whether the Annual Report and appropriate to provide a basis for our opinion. Financial Statements transparently presented the risk to the going concern of the Company as a Independence result of the directors evaluation of options. We are independent of the Company in accordance We draw attention to the Viability Statement in with the ethical requirements that are relevant to our the Annual Report on page 20, which indicates that audit of the financial statements in the UK, including an assumption to the statement of viability is in the FRC’s Ethical Standard as applied to listed public respect of going concern considering the material interest entities, and we have fulfilled our other uncertainty arising from the ongoing evaluation of ethical responsibilities in accordance with these options. The directors consider that the material ## requirements. To be updated 53 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Independent Auditors’ Report (continued) uncertainties referred to in respect of going concern We reviewed the Company’s assessment of the may cast significant doubt over the future viability of liquidity of the investments held and evaluated the Company. Our opinion is not modified in respect the Company’s ability to sell those investments of this matter. in order to cover working capital requirements should revenue decline significantly. In auditing the financial statements, we have concluded that the directors’ use of the going ■ In relation to the Company’s borrowing concern basis of accounting in the preparation of the arrangements, inspecting the directors’ assessment financial statements is appropriate. Our evaluation of the level of gearing. We recalculated the of the directors’ assessment of the Company’s ability Company’s compliance with debt covenants and to continue to adopt the going concern basis of performed stress testing to assess the likelihood accounting included; of the Company breaching the financial covenants as a result of a reduction in the value of the ■ Confirming our understanding of the Company’s Company’s portfolio. going concern assessment process and engaged with the directors and the Company Secretary to ■ Reviewing the Company’s going concern determine if all key factors that we have become disclosures included in the annual report in aware of were considered in their assessment. order to assess whether the disclosures were appropriate and in conformity with the reporting ■ Inspecting the directors’ assessment of going standards. concern, including the revenue forecast, for the period to 31 July 2025 which is at least twelve In relation to the Company’s reporting on how they months from the date the financial statements have applied the UK Corporate Governance Code, were authorised for issue. In preparing the revenue we have nothing material to add or draw attention to forecast, the Company has concluded that it is in relation to: able to continue to meet its ongoing costs as they ■ the directors’ statement in the financial fall due. statements about whether the directors ■ Reviewing the factors and assumptions, including considered it appropriate to adopt the going the impact of the current economic environment concern basis of accounting; and and other significant events that could give rise ■ the directors' identification in the financial to market volatility, as applied to the revenue statements of the material uncertainty related forecast and the liquidity assessment of the to the entity’s ability to continue as a going investments. We considered the appropriateness concern over a period to 31 July 2025 which is of the methods used to calculate the revenue at least twelve months from when the financial forecast and the liquidity assessment and statements are authorised for issue. determined, through testing of the methodology and calculations, that the methods, inputs and Our responsibilities and the responsibilities of the assumptions utilised were appropriate to be able directors with respect to going concern are described to make an assessment for the Company. in the relevant sections of this report. However, because not all future events or conditions can be ■ Considering the mitigating factors included in predicted, this statement is not a guarantee as to the the revenue forecasts and covenant calculations Company’s ability to continue as a going concern. that are within the control of the Company. 54 FOR THE YEAR ENDED 31 MARCH 2024 Overview of our audit approach Key audit matters ■ Risk of incomplete or inaccurate revenue recognition, including the classification of special dividends as revenue or capital items in the Statement of Comprehensive Income. ■ Risk of incorrect valuation or ownership of the investment portfolio. Materiality ■ Overall materiality of £0.50m which represents 1% of shareholders’ funds. An overview of the scope of our audit Key audit matters Key audit matters are those matters that, in our Tailoring the scope professional judgement, were of most significance in Our assessment of audit risk, our evaluation of our audit of the financial statements of the current materiality and our allocation of performance period and include the most significant assessed materiality determine our audit scope for the risks of material misstatement (whether or not due Company. This enables us to form an opinion on to fraud) that we identified. These matters included the financial statements. We take into account those which had the greatest effect on the overall size, risk profile, the organisation of the Company audit strategy, the allocation of resources in the and effectiveness of controls, the potential impact audit; and directing the efforts of the engagement of climate change and changes in the business team. These matters were addressed in the context environment when assessing the level of work to be of our audit of the financial statements as a whole, performed. and in our opinion thereon, and we do not provide a separate opinion on these matters. Climate change In addition to the matter described in the Material There has been increasing interest from stakeholders uncertainty related to going concern section, we as to how climate change will impact companies. The have determined the matters described below to be Company has assessed the impact of climate change the key audit matters to be communicated in our on its investments which is explained in the principal report. and emerging risks and uncertainties section on page 23, which forms part of the “Other information,” rather than the audited financial statements. Our procedures on these 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. Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the financial statements as set out in note 1 and 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. 55 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Independent Auditors’ Report (continued) Risk Our response to the risk Key observations communicated to the Audit Committee Incomplete or inaccurate revenue We have performed the following The results of our procedures recognition, including the procedures: identified no material misstatement classification of special dividends in relation to incomplete or We obtained an understanding as revenue or capital items in the inaccurate revenue recognition, of the processes and controls Statement of Comprehensive including the classification of special surrounding revenue recognition Income (as described on page 45 in dividends as revenue or capital items including the classification of the Report of the Audit Committee in the Statement of Comprehensive special dividends by performing and as per the accounting policy set Income. walkthrough procedures. out on page 66). For 100% of dividends received and The total revenue for the year to accrued, we recalculated the income 31 March 2024 was £0.71m (2023: by multiplying the investment £0.76m), consisting primarily of holdings at the ex-dividend date, dividend income from listed equity traced from the accounting records, investments. by the dividend per share, which | There is a risk of incomplete or | was agreed to an independent data | | --- | --- | | inaccurate recognition of revenue | vendor. We also agreed all exchange | | through the failure to recognise | rates to an independent data vendor | | proper income entitlements or to | and agreed all dividends received | | apply an appropriate accounting | and accrued to bank statements, | | treatment. | where paid. | | In addition to the above, the | For 100% of dividends accrued, we | | directors may be required to | reviewed the investee company | | exercise judgment in determining | announcement to assess whether | | whether income receivable in the | the dividend obligation arose prior | | form of special dividends should be | to 31 March 2024. | classified as ‘revenue’ or ‘capital’ in To test completeness of recorded the Statement of Comprehensive income, we verified that expected Income. 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 source to identify those which were ‘special’. 56 FOR THE YEAR ENDED 31 MARCH 2024 Risk Our response to the risk Key observations communicated to the Audit Committee Based on the work performed, we identified two special dividends recognised during the year which were individually and in aggregate below our testing threshold. However, we selected one special dividend for testing and assessed the appropriateness of management’s classification as revenue or capital by reviewing the underlying rationale for the distribution. | Incorrect valuation or ownership | We performed the following | The results of our procedures | | --- | --- | --- | | of the investment portfolio (as | procedures: | identified no material misstatement | | described on page 45 in the Report | | in relation to incorrect valuation | We obtained an understanding of the Audit Committee and as per or ownership of the investment of the processes and controls the accounting policy set out on portfolio surrounding investment pricing page 67). and legal title by performing The valuation of the investment walkthrough procedures. portfolio at 31 March 2024 was For 100% of investments in the £49.69m (2023: £55.00m) consisting portfolio, we verified the market of listed investments. prices and exchange rates applied The valuation of the assets held in to an independent pricing vendor the investment portfolio is the key and recalculated the investment driver of the Company’s net asset valuations as at the year-end. value and total return. Incorrect We inspected the stale pricing investment pricing, or a failure to reports to identify prices that have maintain proper legal title of the not changed around the year-end investments held by the Company, to verify whether the listed price is could have a significant impact on a valid fair value through review of the portfolio valuation and the trading activity. No stale prices were return generated for shareholders. identified. The fair value of listed investments We compared the Company’s is determined using quoted market investment holdings as at 31 bid prices at close of business on March 2024 to an independent the last business day of the year. confirmation received directly from the Company’s Custodian and Depositary. There have been no changes to the areas of audit focus raised in the above risk table from the prior year. 57 JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS ## Independent Auditors' Report (continued) ### 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 £0.50 million (2023: £0.55 million), which is 1% (2023: 1%) of shareholders' funds. We believe that shareholders' funds provides us with materiality aligned 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% (2023: 75%) of our planning materiality, namely £0.38m (2023: £0.41m). We have set performance materiality at this percentage due to our past experience of the audit that indicates a lower risk of misstatement, both corrected and uncorrected. Given the importance of the distinction between revenue and capital for investment trusts, we have also applied a separate threshold for the revenue column of the Statement of Comprehensive Income of £0.03m (2023: £0.03m) being our reporting threshold. ### Reporting threshold *An amount below which identified misstatements are considered as being clearly trivial.* We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.03m (2023: £0.03m), 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 there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard. 58 FOR THE YEAR ENDED 31 MARCH 2024 Opinions on other matters prescribed by the of the Corporate Governance Statement relating to Companies Act 2006 the company’s compliance with the provisions of the UK Corporate Governance Code specified for our In our opinion the part of the directors’ remuneration review by the Listing Rules report to be audited has been properly prepared in accordance with the Companies Act 2006. Aside from the impact of the matters disclosed in the Material uncertainty related to going concern In our opinion, based on the work undertaken in the section, based on the work undertaken as part of our course of the audit: audit, we have concluded that each of the following ■ the information given in the strategic report and elements of the Corporate Governance Statement is the directors’ report for the financial year for materially consistent with the financial statements or which the financial statements are prepared is our knowledge obtained during the audit: consistent with the financial statements; and ■ Directors’ statement with regards to the ■ the strategic report and directors’ report have appropriateness of adopting the going concern been prepared in accordance with applicable legal basis of accounting and any material uncertainties requirements. identified set out on page 37; ■ Directors’ explanation as to its assessment of the Matters on which we are required to report by Company’s prospects, the period this assessment exception covers and why the period is appropriate set out In the light of the knowledge and understanding of on page 20; the Company and its environment obtained in the course of the audit, we have not identified material ■ Director’s statement on whether it has a misstatements in the strategic report or directors’ reasonable expectation that the Company will report. be able to continue in operation and meets its liabilities set out on page 20; We have nothing to report in respect of the following matters in relation to which the Companies ■ Directors’ statement on fair, balanced and Act 2006 requires us to report to you if, in our understandable set out on page 51; opinion: ■ Board’s confirmation that it has carried out a ■ adequate accounting records have not been kept, robust assessment of the emerging and principal or returns adequate for our audit have not been risks set out on page 23; received from branches not visited by us; or ■ The section of the annual report that describes ■ the financial statements and the part of the the review of effectiveness of risk management directors’ Remuneration Report to be audited are and internal control systems set out on page 38; not in agreement with the accounting records and and returns; or ■ The section describing the work of the audit ■ certain disclosures of directors’ remuneration committee set out on page 45. specified by law are not made; or Responsibilities of directors ■ we have not received all the information and As explained more fully in the directors’ explanations we require for our audit. responsibilities statement set out on page 51, the directors are responsible for the preparation of the Corporate Governance Statement financial statements and for being satisfied that they We have reviewed the directors’ statement in relation give a true and fair view, and for such internal control to going concern, longer-term viability and that part 59 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Independent Auditors’ Report (continued) as the directors determine is necessary to enable the ■ We obtained an understanding of the legal preparation of financial statements that are free from and regulatory frameworks that are applicable material misstatement, whether due to fraud or error. to the Company and determined that the most significant are UK-adopted international In preparing the financial statements, the directors accounting standards, the Companies Act 2006, are responsible for assessing the Company’s ability to the Listing Rules, the UK Corporate Governance continue as a going concern, disclosing, as applicable, Code, the Association of Investment Companies matters related to going concern and using the going Code and Statement of Recommended Practice, concern basis of accounting unless the directors Section 1158 of the Corporation Tax Act 2010 either intend to liquidate the Company or to cease and The Companies (Miscellaneous Reporting) operations, or have no realistic alternative but to do so. Regulations 2018. Auditor’s responsibilities for the audit of the ■ We understood how the Company is complying financial statements with those frameworks through discussions with the Audit Committee and Company Secretary Our objectives are to obtain reasonable assurance and review of the board and committee minutes about whether the financial statements as a whole and review of papers provided to the Audit are free from material misstatement, whether due Committee. to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a ■ We assessed the susceptibility of the Company’s high level of assurance, but is not a guarantee that financial statements to material misstatement, an audit conducted in accordance with ISAs (UK) will including how fraud might occur by considering always detect a material misstatement when it exists. the key risks impacting the financial statements. Misstatements can arise from fraud or error and are We identified a fraud risk with respect to the considered material if, individually or in the aggregate, incomplete or inaccurate revenue recognition they could reasonably be expected to influence the through incorrect classification of special economic decisions of users taken on the basis of dividends as revenue or capital items in the these financial statements. Statement of Comprehensive Income. Further discussion of our approach is set out in the Explanation as to what extent the audit was section on key audit matters above. considered capable of detecting irregularities, including fraud ■ Based on this understanding we designed our audit procedures to identify non-compliance Irregularities, including fraud, are instances of non- with such laws and regulations. Our procedures compliance with laws and regulations. We design involved review of the reporting to the procedures in line with our responsibilities, outlined directors with respect to the application of the above, to detect irregularities, including fraud. The documented policies and procedures and review risk of not detecting a material misstatement due of the financial statements to ensure compliance to fraud is higher than the risk of not detecting one with the reporting requirements of the Company. resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional A further description of our responsibilities for the misrepresentations, or through collusion. The extent audit of the financial statements is located on the to which our procedures are capable of detecting Financial Reporting Council’s website at https:// irregularities, including fraud is detailed below. www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management. 60 FOR THE YEAR ENDED 31 MARCH 2024 Other matters we are required to address ■ Following the recommendation from the audit committee, we were appointed by the Company on 4 September 2018 to audit the financial statements for the year ending 31 March 2019 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments is 6 years, covering the years ending 31 March 2019 to 31 March 2024. ■ 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 25 July 2024 61 JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS ## Statement of Comprehensive Income for the year ended 31 March 2024 | | Note | Year ended 31 March 2024 | | | Year ended 31 March 2023 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Gain/(loss) on investments at fair value through profit or loss | 10 | – | 182 | 182 | – | (265) | (265) | | Foreign exchange (loss)/gain | | – | (98) | (98) | – | 465 | 465 | | Income | 3 | 705 | – | 705 | 759 | – | 759 | | **Total income** | | **705** | **84** | **789** | **759** | **200** | **959** | | Investment management fee | 4 | (86) | (257) | (343) | (92) | (277) | (369) | | Other expenses | 5 | (412) | – | (412) | (539) | – | (539) | | **Total expenses** | | **(498)** | **(257)** | **(755)** | **(631)** | **(277)** | **(908)** | | **Net return/(loss) before finance costs and tax** | | **207** | **(173)** | **34** | **128** | **(77)** | **51** | | Finance costs | 7 | (48) | (144) | (192) | (27) | (82) | (109) | | **Return/(loss) on ordinary activities before taxation** | | **159** | **(317)** | **(158)** | **101** | **(159)** | **(58)** | | Taxation | 8 | (79) | – | (79) | (91) | – | (91) | | **Net return/(loss) after taxation** | | **80** | **(317)** | **(237)** | **10** | **(159)** | **(149)** | | **Return/(loss) per ordinary share** | 9 | **0.40p** | **(1.58)p** | **(1.18)p** | **0.05p** | **(0.75)p** | **(0.70)p** | | **Diluted return/(loss) per ordinary share** | 9 | **0.40p** | **(1.58)p** | **(1.18)p** | **0.05p** | **(0.75)p** | **(0.70)p** | * There is no other comprehensive income and therefore the 'Net loss after taxation' is the total comprehensive expense for the year. The total column of this statement is the income statement of the Company, prepared in accordance with UK adopted international accounting standards. The supplementary revenue return and capital return columns are both prepared under guidance produced by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations. The Notes on pages 66 to 80 form part of these accounts. 62 FOR THE YEAR ENDED 31 MARCH 2024 ## Statement of Financial Position as at 31 March 2024 | | Note | 2024 £'000 | 2023 £'000 | | --- | --- | --- | --- | | **Non current assets** | | | | | Investments held at fair value through profit or loss | 10 | 49,686 | 55,002 | | **Current assets** | | | | | Prepayments and accrued income | 11 | 124 | 1,459 | | Cash and cash equivalents | | 3,670 | 2,954 | | | | 3,794 | 4,413 | | **Total assets** | | **53,480** | **59,415** | | **Current liabilities** | | | | | Other payables | 12 | (3,162) | (4,837) | | **Total assets less current liabilities** | | **50,318** | **54,578** | | **Capital and reserves** | | | | | Called up share capital | 15 | 34 | 34 | | Share premium | 16 | 2,485 | 2,468 | | Redemption reserve* | 17 | 239 | 239 | | Retained earnings* | 18 | 47,560 | 51,837 | | **Total equity shareholders' funds** | | **50,318** | **54,578** | | **Net Asset Value per ordinary share** | 19 | **263.59p** | **258.58p** | | **Diluted Net Asset Value per ordinary share** | 19 | **263.13p** | **259.86p** | \* Under the Company's Articles of Association, dividends may be paid out of any distributable reserve of the Company. Approved by the board of directors and authorised for issue on 25 July 2024 and signed on its behalf by: **Michael Naylor** Chairman Company Registration Number 05780006 The Notes on pages 66 to 80 form part of these accounts. **JUPITER** 63 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Statement of Changes in Equity for the year ended 31 March 2024 | | Share | | Share | Redemption | | Retained | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Capital | Premium | | | Reserve | Earnings | | Total | | For the year ended 31 March 2024 | £’000 | | £’000 | | £’000 | | £’000 | £’000 | Balance at 31 March 2023 34 2,468 239 51,837 54,578 Net loss for the year – – – (237) (237) Ordinary shares reissued from treasury – 17 – 18 35 Ordinary shares repurchased – – – (4,058) (4,058) Balance at 31 March 2024 34 2,485 239 47,560 50,318 | | Share | | Share | Redemption | | Retained | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Capital | Premium | | | Reserve | Earnings | | Total | | For the year ended 31 March 2023 | £’000 | | £’000 | | £’000 | | £’000 | £’000 | Balance at 31 March 2022 34 2,465 239 52,652 55,390 Net loss for the year – – – (149) (149) Ordinary shares reissued from treasury – 3 – 3 6 Ordinary shares repurchased – – – (669) (669) Balance at 31 March 2023 34 2,468 239 51,837 54,578 The Notes on pages 66 to 80 form part of these accounts. 64 FOR THE YEAR ENDED 31 MARCH 2024 ## Cash Flow Statement for the year ended 31 March 2024 | | Note | 2024 £'000 | 2023 £'000 | | --- | --- | --- | --- | | **Cash flows from operating activities** | | | | | Investment income received (gross) | | 702 | 712 | | Deposit interest received | | 48 | 27 | | Investment management fee paid | | (349) | (338) | | Other cash expenses | | (488) | (475) | | Interest paid | | (192) | (109) | | **Net cash outflow from operating activities before taxation** | | **(279)** | **(183)** | | Taxation | | (79) | (91) | | **Net cash outflow from operating activities** | 20 | **(358)** | **(274)** | | **Net cash flows from investing activities** | | | | | Purchases of investments | | (6,711) | (12,177) | | Sale of investments | | 11,906 | 10,989 | | **Net cash inflow/(outflow) from investing activities** | | **5,195** | **(1,188)** | | **Cash flows from financing activities** | | | | | Shares repurchased | | (4,058) | (669) | | Shares reissued from treasury | | 35 | 6 | | **Net cash outflow from financing activities** | 21 | **(4,023)** | **(663)** | | **Increase/(decrease) in cash** | | **814** | **(2,125)** | | **Change in cash and cash equivalents** | | | | | Cash and cash equivalents at start of year | | 2,954 | 4,614 | | Realised (loss)/gain on foreign currency | | (98) | 465 | | **Cash and cash equivalents at end of year** | | **3,670** | **2,954** | The Notes on pages 66 to 80 form part of these accounts. **JUPITER** 65 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Notes to the Accounts 1. Accounting policies The Board is currently evaluating options for the future of the business in recognition that it may be in The Accounts comprise the financial results of the best interests of shareholders for the Company the company for the year to 31 March 2024. The not to continue in its present form. At this point in Accounts are presented in pounds sterling, as this time, there can be no certainty as to the outcome is the functional currency of the company. The of this evaluation and the Board will notify the Accounts were authorised for issue in accordance market at the appropriate time. Whilst there can be with a resolution of the directors on 25 July 2024. All no certainty as to the outcome of this evaluation values are rounded to the nearest thousand pounds within 12 months of the approval of these financial (£’000) except where indicated. statements, and therefore while there remains a The accounts have been prepared in accordance with material uncertainty, the Board has prepared the UK adopted International Accounting Standards. financial statements on a going concern basis. The financial statements do not contain the adjustments Where presentational guidance set out in the that would result if the Company were unable to Statement of Recommended Practice (SORP) for continue as a going concern. Investment Trusts issued by the Association of Investment Companies (AIC) in April 2021 is consistent (a) Income recognition with the requirements of UK adopted International Income includes dividends from investments Accounting Standards, the directors have sought to quoted ex-dividend on or before the date of the prepare the financial statements on a basis compliant Statement of Financial Position. with the recommendations of the SORP. Dividends receivable from equity shares are taken Basis of preparation to the revenue return column of the Statement In preparing these financial statements the Directors of Comprehensive Income. have considered the impact of climate change risk Special dividends are treated as repayment of as a principal risk as set out on page 24, and have capital or as revenue depending on the facts of concluded that it does not have a material impact on each particular case. the Company’s investments. In line with UK adopted International Accounting Standards investments Bank interest and interest on short-term deposits are valued at fair value, which for the Company are are accrued up to the period end date are taken quoted prices for the investments in active markets to the revenue return column of the Statement at the Balance Sheet date and therefore reflect of Comprehensive Income. market participants view of climate change risk. (b) Presentation of Statement of Comprehensive Income The financial statements have been prepared on a In order to better reflect the activities of an going concern basis, with material uncertainty, and investment trust company and in accordance under the historical cost convention modified by the with guidance issued by the Association of revaluation of investments held at fair value through Investment Companies (AIC), supplementary profit or loss. In considering this, the directors took information which analyses the Statement of into account the Company’s investment objective, Comprehensive Income between items of a risk management policies and capital management revenue and capital nature has been presented policies, the diversified portfolio of readily realisable alongside the statement. securities which can be used to meet short-term funding commitments and the ability of the An analysis of retained earnings broken down Company to meet all of its liabilities and ongoing into revenue (distributable) items and capital expenses as for the period to 31 July 2025, which (distributable and non-distributable) items is is a period of at least 12 months from the date the given in Note 18. Investment Management fees financial statements were authorised for issue. and finance costs are charged 75 per cent. to 66 ### Notes to the Accounts (continued) FOR THE YEAR ENDED 31 MARCH 2024 1. Accounting policies (continued) (e) Foreign currencies Transactions in currencies other than pounds capital and 25 per cent. to revenue (2023: 75 per sterling are recorded at the rates of exchange cent. to capital and 25 per cent. to revenue). All prevailing on the dates of the transactions. other operational costs (including administration At the date of each Statement of Financial expenses to capital) are charged to revenue. Position, monetary assets and liabilities that (c) Basis of valuation of investments are denominated in foreign currencies are Investments are recognised and derecognised retranslated at the rates prevailing on that date. on a trade date where a purchase and sale of an Non-monetary assets and liabilities carried at fair investment is under contract whose terms require value that are denominated in foreign currencies delivery of the investment within the timeframe are translated at the rates prevailing at the date established by the market transaction concerned, when the fair value was determined. Gains and and are initially measured at transaction cost, losses arising on retranslation are included in the being the consideration given. Statement of Comprehensive Income within the revenue or capital column depending on the All investments are classified as held at fair nature of the underlying item. value through profit or loss. All investments are measured at fair value with changes in (f) Taxation their fair value recognised in the Statement of The tax expense represents the sum of the tax Comprehensive Income in the period in which currently payable and deferred tax. they arise. The fair value of listed investments | on the last reporting date being 28 March 2024 is | The tax currently payable is based on taxable | | --- | --- | | based on their quoted bid price at the reporting | profit for the year. Taxable profit differs from | | without any deduction for estimated future | net profit as reported in the Statement of | | selling costs. | Comprehensive Income because it excludes | items of income or expense that are taxable Foreign exchange gains and losses on fair value or deductible in other periods and it further through profit and loss investments are included excludes items that are never taxable or within the changes in the fair value of the deductible. The company’s liability for current investments. tax is calculated using tax rates that have been enacted or substantively enacted by the date of For investments that are not actively traded the Statement of Financial Position. and/or where active stock exchange quoted bid prices are not available, fair value is determined Deferred tax is the tax expected to be payable or by reference to a variety of valuation techniques. recoverable on differences between the carrying These techniques may draw, without limitation, amounts of assets and liabilities in the financial on one or more of: the latest arm’s length traded statements and the corresponding tax bases prices for the instrument concerned; financial used in the computation of taxable profit, and modelling based on other observable market is accounted for using the balance sheet liability data; independent broker research; or the method. Deferred tax liabilities are generally published accounts relating to the issuer of the recognised for all taxable temporary differences investment concerned. and deferred tax assets are recognised to the extent that it is probable that taxable profit will (d) Cash and cash equivalents be available against which deductible temporary Cash comprises cash in hand and demand differences can be utilised. deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to insignificant risks of changes in value. 67 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Notes to the Accounts (continued) 1. Accounting policies (continued) The allocation is dependent upon the underlying reason for the payment. Examples of capital events Investment trusts which have approval under which would result in the dividend being allocated Section 1158 of the Corporation Tax Act 2010 are to capital is a return of capital to shareholders or not liable for taxation of capital gains. proceeds from the disposal of assets. Examples of (g) Accounting developments revenue events which would result in the dividend At the date of authorisation of the financial being allocated to revenue are the distribution statements, the following amendment to the UK of excess or exceptional profits in the year. The adopted International Accounting Standards and circumstances are reviewed by the manager making Interpretations was assessed to be relevant and is recommendations to the Board who determine the effective for annual periods beginning on or after 1 appropriate allocation. January 2024: The management make no significant accounting IAS 1: Classification of Liabilities as Current or Non- estimates. current – Amendments to UK adopted International Accounting Standards 1. Effective for annual reporting periods beginning on or after 1 January 2024. Definition of Accounting Estimates – Amendments to UK adopted International Accounting Standards IAS 8. Effective for annual reporting periods beginning on or after 1 January 2024. Disclosure of Accounting Policies – Amendments to UK adopted International Accounting Standards IAS 1 and IFRS Practice Statement 2. Effective for annual reporting periods beginning on or after 1 January 2024. Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to UK adopted International Accounting Standards 12. Effective for annual reporting periods beginning on or after 1 January 2024. The directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material on the financial statements of the Company in future periods. 2. Significant accounting judgements, estimates and assumptions Management have not applied any significant accounting judgements to this set of Financial Statements or those of the prior period. Judgement is made regarding the allocation of special dividends received between revenue and capital but this is not regarded a significant judgement. 68 FOR THE YEAR ENDED 31 MARCH 2024 3. Income | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 March 2024 | | 31 March 2023 | | | | £’000 | | £’000 | Income from investments Dividends from overseas companies 657 732 Deposit interest 48 27 Total income 705 759 Special dividends received in the year amounted to £0.02m (2023: £0.02m) allocated to revenue and £nil (2023: £nil) allocated to capital. 4. Investment management fee Year ended 31 March 2024 Year ended 31 March 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Investment management fee 86 257 343 92 277 369 75% (2023: 75%) of the investment management fee is treated as a capital expense. Details of the investment management contract are given in Note 22. 5. Other expenses Year ended 31 March 2024 Year ended 31 March 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Directors’ remuneration (see page 48) 107 – 107 107 – 107 Auditors’ remuneration including VAT – audit 66 – 66 62 – 62 Fund accounting 54 – 54 56 – 56 Broker fees 36 – 36 45 – 45 Registrar services 51 – 51 22 – 22 Professional and legal fees – – – 49 – 49 Public Relations Fee 36 – 36 – – 36 Other 62 – 62 162 – 162 412 – 412 539 – 539 6. Ongoing charges | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 March 2024 | | 31 March 2023 | | | | £’000 | | £’000 | Investment management fees 343 369 Other expenses 412 539 Total expenses (excluding finance costs) 755 908 Average net assets 48,899 52,866 Ongoing charges % 1.54 1.72 69 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Notes to the Accounts (continued) 7. Finance costs Year ended 31 March 2024 Year ended 31 March 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Non-utilisation fee 1 4 5 2 5 7 Short-term loan interest 47 140 187 24 73 97 Bank overdraft interest – – – 1 4 5 48 144 192 27 82 109 Finance costs are in respect of the costs incurred for non-utilisation and short-term loan interest during the year of the bank loan facility. As at 31 March 2024, £3.0 million (2023: £3.0 million) was drawdown of the loan facility. 8. Taxation Year ended 31 March 2024 Year ended 31 March 2023 Revenue Capital Total Revenue Capital Total Tax on ordinary activities £’000 £’000 £’000 £’000 £’000 £’000 Overseas tax 79 – 79 91 – 91 The tax assessed for the year equates to that resulting from applying the standard rate of corporation tax in the UK of 25% (2023: 19%). The calculation is explained below: | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 March 2024 | | 31 March 2023 | | | | £’000 | | £’000 | Loss on ordinary activities before taxation (158) (58) Corporation tax at 25% (2023: 19%) (39) (11) Effects of Exempt dividend income (142) (120) Unrelieved tax losses and other deductions arising in the period 203 174 Foreign tax suffered 79 91 Tax free capital gain in investments (21) (38) Income taxed in different years 3 (3) Double tax relief received (4) (2) Current tax charge for the year 79 91 There are unrelieved management expenses at 31 March 2024 of £11,105,000 (2023: £10,292,000) but the related deferred tax asset at 25% (2023: 25%) has not been recognised. This is because the company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future period and, accordingly, it is unlikely that the company will be able to reduce future tax liabilities through the use of existing unrelieved expenses. 70 FOR THE YEAR ENDED 31 MARCH 2024 9. Earnings per ordinary share The earnings per ordinary share figure is based on the net loss for the year of £237,000 (2023: net loss £149,000) and on 20,120,482 (2023: 21,300,543) ordinary shares, being the weighted average number of ordinary shares in issue during the year. The earnings per ordinary share figure detailed above can be further analysed between revenue and capital, as below. | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | | | 31 March 2024 | | | 31 March 2023 | | | | | £’000 | | | £’000 | | Net revenue gain | | | 80 10 | | | Net capital loss (317) (159) Net total loss (237) (149) Weighted average number of ordinary shares in issue during the year used for the purposes of the undiluted calculation 20,120,482 21,300,543 Weighted average number of ordinary shares in issue during the year used for the purposes of the diluted calculation 20,120,482 21,300,543 Diluted/Undiluted Revenue gain per ordinary share 0.40p 0.05p Capital losses per ordinary share (1.58)p (0.75)p Total losses per ordinary share (1.18)p (0.70)p 71 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Notes to the Accounts (continued) 10. Non current assets | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | | 31 March 2024 | | 31 March 2023 | | | | | £’000 | | £’000 | | Market value of investments at beginning of year | | 55,002 53,776 | | | Net unrealised gain at beginning of year (13,139) (18,919) Cost of investments at beginning of year 41,863 34,857 Purchases at cost during year 5,140 13,748 Sales at cost during year (7,860) (6,742) Cost of investments at end of year 39,143 41,863 Net unrealised gain at the year end 10,543 13,139 Market value of investments at end of year 49,686 55,002 | | Year ended | | Year ended | | | --- | --- | --- | --- | --- | | | 31 March 2024 | | 31 March 2023 | | | | | £’000 | | £’000 | | Listed on UK stock exchange | | 1,500 2,633 | | | Listed on overseas stock exchanges 48,186 52,369 Market value of investments at end of year 49,686 55,002 Gain/(losses) on investments 2024 2023 £’000 £’000 Net gains on sale of investments 2,778 5,515 Movement in unrealised losses (2,596) (5,780) Gain/(loss) on investments 182 (265) Transaction costs The following transaction costs were incurred during the year: | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 March 2024 | | 31 March 2023 | | | | £’000 | | £’000 | Purchases 3 6 Sales 4 6 7 12 11. Other Receivables 2024 2023 £’000 £’000 Sales for future settlement – 1,268 Prepayments and accrued income 124 191 124 1,459 72 FOR THE YEAR ENDED 31 MARCH 2024 12. Other payables 2024 2023 £’000 £’000 Interest payable 17 13 Short-term bank loan 3,000 3,000 Other creditors 145 253 Purchases awaiting settlement – 1,571 3,162 4,837 From 1 January 2022, the interest rate on the short-term bank loan changed from LIBOR to SONIA. This change had no material impact to the cost of the loan. Bank loan The company’s revolving bank loan is with RBS, with a loan facility available up to a maximum of £5 million (2023: £5 million). Interest is payable at the aggregate of the compounded Risk Free Rate (“RFR”) Sonia % day lag for the loan period, plus a margin of 1.00%. During the year the Company used the loan facility as follows: Date Amount Borrowed Date Renewed 24 February 2023 £3.0 million 24 May 2023 24 May 2023 £3.0 million 24 August 2023 24 August 2023 £3.0 million 24 November 2023 24 November 2023 £3.0 million 26 February 2024 26 February 2024 £3.0 million 24 May 2024 As at 31 March 2024, the outstanding loan balance of £3.0 million was renewed on 26 February 2024. This was further renewed on 24 May 2024. The Non-utilisation fee (Note 7) relate to the fee payable on the unutilised portion of the loan facility. 13. Derivatives and other financial instruments Background The company’s financial instruments comprise securities and other investments, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income. The numerical disclosures below exclude short-term debtors and creditors. During the year under review, the company had little exposure to credit, cash flow and interest rate risks. The principal risks the company faces in its portfolio management activities are: ■ foreign currency risk ■ market price risks i.e. movements in the value of investment holdings caused by factors other than interest rate or currency movement The investment adviser’s policies for managing these risks are summarised below and have been applied throughout the year. 73 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Notes to the Accounts (continued) 13. Derivatives and other financial instruments (continued) (a) Foreign Currency Risk A proportion of the company’s portfolio is invested in overseas securities and their sterling value can be significantly affected by movements in foreign exchange rates. The company does not normally hedge against foreign currency movements affecting the value of the investment portfolio, but takes account of this risk when making investment decisions. Foreign currency sensitivity The following table illustrates the sensitivity of the return after tax for the year to exchange rates for the Pound Sterling against the US Dollar, Euro, Japanese Yen, Norwegian Krone, Canadian Dollar, Danish Krone, Swedish Krona, Swiss Franc, Hong Kong Dollar and Australian Dollar. It assumes the following changes in exchange rates: £/US Dollar +/-5% (2023 +/-10%) £/Norwegian Krone +/-5% £/Australian Dollar +/-5% (2023: +/-5%) (2023: +/-5%) £/Japanese Yen +/-10% (2023: +/-5%) £/Euro +/-5% (2023: +/-5%) £/Swedish Krona +/-5% (2023: +/-5%) £/Danish Krone +/-5% (2023: +/-5%) £/Canadian Dollar +/-5% £/Hong Kong Dollar +/-5% (2023: +/-10%) (2023: +/-10%) £/Swiss Franc +/-5% (2023: +/-10%) These percentages have been determined based on market volatility in exchange rates over the previous twelve months. The sensitivity analysis is based on the company’s foreign currency financial instruments held at the date of each Statement of Financial Position. If sterling had weakened against the currencies below this would have the following effect: 2024 2023 | Impact on | | Impact on | | | Impact on | | Impact on | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | revenue | | capital | | | revenue | | capital | | | | return | | return | Total | | return | | return | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | US Dollar (2) 1,241 1,239 (5) 2,608 2,603 Euro (1) 531 530 (1) 580 579 Japanese Yen (1) 319 318 – 249 249 Norwegian Krone – 126 126 – 120 120 Canadian Dollar – 85 85 – 212 212 Danish Krone – 186 186 – 181 181 Swedish Krona – 96 96 – 120 120 Swiss Franc – 67 67 – 75 75 Hong Kong Dollar – 47 47 – 83 83 Australian Dollar – 33 33 – 29 29 (4) 2,731 2,727 (6) 4,257 4,251 74 FOR THE YEAR ENDED 31 MARCH 2024 If sterling had strengthened against the currencies below this would have the following effect: 2024 2023 | Impact on | | Impact on | | | Impact on | | Impact on | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | revenue | | capital | | | revenue | | capital | | | | return | | return | Total | | return | | return | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | US Dollar 2 (1,241) (1,239) 5 (2,608) (2,603) Euro 1 (531) (530) 1 (580) (579) Japanese Yen 1 (319) (318) – (249) (249) Norwegian Krone – (126) (126) – (120) (120) Canadian Dollar – (85) (85) – (212) (212) Danish Krone – (186) (186) – (181) (181) Swedish Krona – (96) (96) – (120) (120) Swiss Franc – (67) (67) – (75) (75) Hong Kong Dollar – (47) (47) – (83) (83) Australian Dollar – (33) (33) – (29) (29) 4 (2,731) (2,727) 6 (4,257) (4,251) (b) Market Price Risk By the very nature of its activities, the company’s investments are exposed to market price fluctuations. Further information on the investment portfolio and investment policy is set out in the Investment Adviser’s Review. A portion of the financial assets of the company are denominated in currencies other than sterling with the result that the Statement of Financial Position and total return can be significantly affected by currency movements. Other price risk sensitivity The following illustrates the sensitivity of the return after taxation for the year and the equity to an increase or decrease of 20% in the fair value of the company’s equities. This level of change is considered to be reasonably possible based on observation of market conditions during the year. The sensitivity analysis is based on the company’s equities at each financial position statement date, adjusted for the management fee paid in the year. The impact of a 20 per cent. increase in the value of investments on the revenue return as at 31 March 2024 is a decrease of £17,000 (2023: £19,000) and on the capital return is an increase of £9,885,000 (2023: £10,943,000). The impact of a 20 per cent. fall in the value of investments on the revenue return as at 31 March 2024 is an increase of £17,000 (2023: £19,000) and on the capital return is a increase of £9,885,000 (2023: £10,943,000). (c) Interest rate risk Interest rate movements may affect: ■ the fair value of investments of any fixed interest securities; ■ the level of income receivable from any floating interest-bearing securities, cash at bank and on deposit; and ■ the interest payable on the company’s floating interest term loans. 75 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Notes to the Accounts (continued) 13. Derivatives and other financial instruments (continued) The financial assets (excluding short-term debtors and creditors) consist of: 2024 2023 | | | Non-interest | | | | | Non-interest | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Floating rate | | | bearing | Total | Floating rate | | | bearing | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | Sterling 147 1,500 1,647 54 2,104 2,158 US Dollar 3,518 21,438 24,956 2,154 23,441 25,595 Euro – 10,683 10,683 – 11,671 11,671 Japanese Yen 5 3,198 3,203 453 5,010 5,463 Norwegian Krone – 2,526 2,526 124 2,422 2,546 Danish Krone – 3,734 3,734 105 3,644 3,749 Hong Kong Dollar – 952 952 – 830 830 Swedish Krona – 1,927 1,927 – 2,408 2,408 Canadian Dollar – 1,716 1,716 64 2,133 2,197 Swiss Franc – 1,341 1,341 – 754 754 Australian Dollar – 671 671 – 585 585 3,670 49,686 53,356 2,954 55,002 57,956 The floating rate assets consist of cash deposits at call. Sterling cash deposits at call earn interest at floating rates based on daily Sterling Overnight Index Average (SONIA) rates. The non-interest bearing assets represent the equity element of the investment portfolio at 31 March 2024. The financial liabilities consist of: 2024 2023 | | | Interest | | | | Interest | | | --- | --- | --- | --- | --- | --- | --- | --- | | Floating rate | | bearing | Total | Floating rate | | bearing | Total | | | £’000 | £’000 | £’000 | | £’000 | £’000 | £’000 | Sterling 3,000 – 3,000 3,000 – 3,000 3,000 – 3,000 3,000 – 3,000 The liability consists of a bank loan (see Note 12). (d) Interest rate sensitivity As interest rates for any short-term loans are fixed at the commencement of the loan, only cash at call are subject to interest rate movement. All such deposits at call earn interest at a daily rate. Therefore, if a sensitivity analysis was performed by increasing or decreasing the interest rates applicable to the company’s cash balances held at each reporting date, with all other variables held constant, there would be no material change to the profit after taxation or net assets for the year. (e) Credit and Counterparty Risk Credit Risk is the exposure to loss from the failure of a counterparty to deliver securities or cash for acquisitions or to repay deposits. The company manages credit risk by using brokers from a database of approved brokers who have undergone rigorous due diligence tests by the Investment Adviser’s Risk Management Team and by dealing through JAM with banks approved by the Financial Conduct Authority. Any derivative positions are marked to market and exposure to counterparties is monitored on a daily basis by the fund manager; the board of directors reviews it on a quarterly basis. The maximum exposure to credit risk as at 31 March 2024 was £3,794,000 (2023: £4,428,000) consisting of short-term debtors, cash and cash equivalents. 76 FOR THE YEAR ENDED 31 MARCH 2024 ### 13. Derivatives and other financial instruments (continued) #### Impairment of financial instruments The company holds only trade receivables with no financing component and which have maturities of less than 12 months at amortised cost and, as such, has chosen to apply an approach similar to the simplified approach for expected credit losses (ECL) under IFRS 9 to all its trade receivables. Therefore, the company does not track changes in credit risk, but instead, recognises a loss allowance based on lifetime ECLs at each reporting date. The company's approach to ECLs reflects a probability-weighted outcome, the time value of money and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. In the investment advisors' opinion, due to the low level of expected future losses on cash and receivables, no provision has been made for ECLs. #### (f) 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. Short-term flexibility is achieved through the use of short-term borrowings. #### (g) Fair Value hierarchy IFRS 13 'Fair Value Measurement' requires an entity to classify fair value measurements using fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels: Level 1 reflects financial instruments quoted in an active market. Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables includes only data from observable markets. Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on assumptions that are not supported by prices from observable market transactions in the instrument and not based on available observable market data. The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy as follows: | | 2024 | | | | 2023 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | Equity Investments | 49,686 | – | – | 49,686 | 55,002 | – | – | 55,002 | | | **49,686** | **–** | **–** | **49,686** | **55,002** | **–** | **–** | **55,002** | JUPITER 77 JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS # Notes to the Accounts (continued) # 14. 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 adviser, monitors and reviews the broad structure of the company's capital on an ongoing basis. This review includes: - The need to buy back equity 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: - 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. # 15. Called-up share capital | | Number | 2024 £ | Number | 2023 £ | | --- | --- | --- | --- | --- | | **Allotted, issued and fully paid** | | | | | | Ordinary shares of 0.1p each | 33,724,958 | 33,725 | 33,724,958 | 33,725 | For the year ended 31 March 2024 13,639 (31 March 2023: 2,567) new ordinary shares were issued from treasury on 17 April 2023. (31 March 2023: 2,567 new ordinary shares were issued from treasury on 13 April 2022). For the year ended 31 March 2024, 2,031,011 (6.02%) ordinary shares were repurchased into treasury. (31 March 2023: 328,726 (0.97%) ordinary shares were repurchased into treasury). 14,635,175 ordinary shares were held in treasury at 31 March 2024 (31 March 2023: 12,617,803). # 16. Share Premium | | 2024 £'000 | 2023 £'000 | | --- | --- | --- | | At beginning of year | 2,468 | 2,465 | | Premium on reissue of shares from treasury during the year | 17 | 3 | | **At end of year** | **2,485** | **2,468** | For the year ended 31 March 2024 13,639 (31 March 2023: 2,567) shares were re-issued from treasury. # 17. Redemption reserve | | 2024 £'000 | 2023 £'000 | | --- | --- | --- | | At beginning of year | 239 | 239 | | **At end of year** | **239** | **239** | 78 FOR THE YEAR ENDED 31 MARCH 2024 18. Retained earnings The table below shows the movement in the retained earnings analysed between revenue and capital items. 2024 2023 | | | 1 | | | 2 | | | | 1 | | | 2 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Revenue | | | Capital | | | Total | Revenue | | | Capital | | | Total | | | £’000 | | | £’000 | | £’000 | | £’000 | | | £’000 | | £’000 | At beginning of year 10 51,827 51,837 – 52,652 52,652 Net loss for the year 80 (317) (237) 10 (159) (149) Ordinary shares reissued from treasury – 18 18 – 3 3 Ordinary shares repurchased – (4,058) (4,058) – (669) (669) At end of year 90 47,470 47,560 10 51,827 51,837 1 Distributable Reserve. 2 Distributable and non-distributable reserve. There were no dividends paid during the year. All dividends are paid from the revenue reserve. 19. Net asset value per ordinary share The net asset value per ordinary share is based on the net assets attributable to the equity shareholders of £50,318,000 (2023: £54,578,000) and on 19,089,783 (2023: 21,107,155) ordinary shares, being the number of ordinary shares in issue at the year end, excluding treasury shares. 2024 2023 Undiluted Ordinary shareholders’ funds (£’000) 50,318 54,578 Number of ordinary shares in issue 19,089,783 21,107,155 Net asset value per ordinary share (pence) 263.59 258.58 Diluted Ordinary shareholders’ funds assuming exercise of Subscription shares (£’000) 55,254 60,333 Number of potential ordinary shares in issue 20,998,761 23,217,871 Net asset value per ordinary share (pence) 263.13 259.86 The diluted net asset value per ordinary share assumes that all outstanding dilutive subscription rights (2024: 1,908,978, 2023: 2,110,716) were converted into ordinary shares at the year end and is calculated using the net asset value per ordinary share at the prior year end. Any shares to be issued under the subscription rules were dilutive to the NAV and anti-dilutive to the share price for the year ended 31 March 2024. This is an annual opportunity for shareholders to subscribe for 1 new share for every 10 held and the price will be equal to the audited undiluted NAV per share from the previous year. 20. Reconciliation of net cash outflow from operating activities 2024 2023 £’000 £’000 Net loss after taxation (237) (149) (Gain)/loss on investments at fair value through profit or loss (182) 265 Decrease/(increase) in prepayments and accrued income 67 (10) (Decrease)/increase in accruals and other creditors (104) 85 Foreign exchange loss/(gain) 98 (465) Net cash outflow from operating activities (358) (274) 79 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Notes to the Accounts (continued) 21. Reconciliation of financial liabilities | | At | | | | | | | At | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1 April | | Transactions | | | | 31 March | | | | 2023 | | in the year | | Cashflow | | | 2024 | | | £’000 | | | £’000 | | £’000 | | £’000 | | Short-term bank loan 3,000 – – 3,000 Sales of ordinary shares from treasury – (35) 35 – Shares repurchased – 4,058 (4,058) – Cash flows from financing activities 3,000 4,023 (4,023) 3,000 22. Related parties Jupiter Unit Trust Managers Limited (‘JUTM’), the Alternative Investment Fund Manager, is a Company within the same group as Jupiter Asset Management Limited (‘JAM’), the investment adviser. JUTM receives an investment management fee as set out below. JUTM is contracted to provide investment management services to the Company subject to termination by not less than twelve months’ notice by either party. The basis for calculation of the management fee charged to the company to 0.70% of net assets up to £150 million, reducing to 0.60% for net assets over £150 million and up to £250 million, and reducing further to 0.50% for net assets in excess of £250 million after deduction of the value of any Jupiter managed investments. The management fee payable to JUTM for the period 1 April 2023 to 31 March 2024 was £342,792 (year to 31 March 2023: £369,162) with £58,542 (31 March 2023: £64,344) outstanding at period end. There are no transactions with the Directors other than aggregated remuneration for services as Directors as disclosed in the Directors’ Remuneration Report on page 48 and as set out in Note 5 to the Accounts on page 69 and the beneficial interests of the Directors in the Ordinary shares of the Company as disclosed on page 49. The company has invested from time to time in funds managed by Jupiter Fund Management PLC or its subsidiaries. There were no such investments at the year end (31 March 2023: Nil). No investment management fee is payable by the company to Jupiter Asset Management Limited in respect of the company’s holdings in investment trusts, open-ended funds and investment companies in respect of which Jupiter Investment Management Group Limited, or any subsidiary undertaking of Jupiter Investment Management Group Limited, receives fees as investment manager or investment adviser. All transactions with related parties were carried out on an arm’s length basis. 23. Contingent liabilities and capital commitments There were no contingent liabilities or capital commitments at 31 March 2024 (2023: Nil). 24. Post balance sheet events Since the year end (1 April to 22 July 2024) 114,003 ordinary shares were repurchased to be held in treasury and no ordinary shares were re-issued from treasury. 80 FOR THE YEAR ENDED 31 MARCH 2024 # Company Information | **Directors** | Michael Naylor, Chairman Jaz Bains, Senior Independent Director Simon Baker, Chairman of the Audit Committee Baroness Bryony Worthington | | --- | --- | | **Registered Office** | The Zig Zag Building The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ | | **Telephone** | 020 3817 1000 | | **Facsimile** | 020 3817 1820 | | **Website** | www.jupiteram.com/JGC | | **Email** | investmentcompanies@jupiteram.com Authorised and regulated by the Financial Conduct Authority | | **Investment Adviser & Secretary** | Jupiter Asset Management Limited The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ | | **Telephone** | 020 3817 1000 | | **Facsimile** | 020 3817 1820 Authorised and regulated by the Financial Conduct Authority | | **Custodian** | J.P. Morgan Chase Bank N.A 25 Bank Street, Canary Wharf, London E14 5JP Authorised and regulated by the Financial Conduct Authority | | **Depository** | J.P. Morgan Europe Limited 25 Bank Street, Canary Wharf, London E14 5JP Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority | | **Registrars** | Equiniti Limited Aspect House, Spencer Road, Lancing West Sussex BN99 6DA | | **Telephone** | + 44 (0) 371 384 2030 Lines are open from 08:30 a.m. to 5:30 p.m. Monday to Friday. Calls are charged at the standard geographic rate and will vary by provider. | | **Website** | Shareview.co.uk | | **Independent Auditors** | Ernst & Young LLP Atria One, 144 Morrison Street, Edinburgh EH3 8EX | | **Company Registration Number** | 05780006 Registered in England & Wales An investment company under s.833 of the Companies Act 2006. | | **Investor Codes** | | | **Sedol Number** | | | Ordinary shares | B120GL7 | | **ISIN** | | | Ordinary shares | GB00B120GL77 | | **Ticker** | | | Ordinary shares | JGC LN | The Company is a member of [LOGO] [LOGO] [LOGO] 81 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Investor Information MSCI World Small Cap Index This document contains information based on the MSCI World Small Cap Index. Neither MSCI nor any other party involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI, any of its affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted without MSCI’s express written consent. Retail distribution of non-mainstream products The Company currently conducts its affairs so that its shares can be recommended by Independent Financial Advisers to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The Company’s shares are excluded from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in an investment trust. Performance Updates The Company publishes a monthly factsheet which contains key information about its performance, investment portfolio and pricing. The factsheets together with electronic copies of the most recent annual and half- yearly reports and accounts are available for download from www.jupiteram.com/JGC. Should you wish to be added to an email distribution list for future editions of the monthly factsheet, please send an email to investmentcompanies@jupiteram.com. For investors who do not have access to the internet, these documents are also available on request from Jupiter’s Customer Services Team on 0800 561 4000. Further information about the Company is also available from third-party websites such as Kepler Trust Intelligence: Home – Trust Intelligence | Kepler Partners The Association of Investment Companies – www.theaic.com Morningstar – www.morningstar.co.uk. Dividend Tax Allowance With effect from 6 April 2016 the dividend tax credit was replaced by an annual tax-free dividend allowance. Dividend income in excess of this allowance will be taxed according to your personal income tax bracket. The Company’s registrar will continue to provide shareholders with confirmation of dividends paid shareholders should retain such confirmations to enable them to calculate and report total dividend income received. Shareholders should note that it is their sole responsibility to report any dividend income in excess of their annual tax-free allowance to HMRC. Further information on the dividend tax allowance can be obtained from the HMRC website at https://www.gov.uk/tax-on-dividends 82 ### Investor Information (continued) FOR THE YEAR ENDED 31 MARCH 2024 Dividend reinvestment plan and managing your account online Shareholders may elect for the Company’s registrar, Link Group, to reinvest dividends automatically on their behalf. The reinvestment plan terms and conditions are available upon request from the helpline, by email to shares@ linkgroup.co.uk, or through www.signalshares.com. The helpline number is 0371 664 0300, or from overseas +44 (0) 371 664 0300. Calls to this number are charged at the standard geographical rate and will vary by provider. Calls outside of the United Kingdom will be charged at the applicable international rate. Lines are open from 09:00 a.m. to 5:30 p.m. Monday to Friday. Signal shares is the Link Group online portal enabling you to manage your shareholding online. If you are a direct investor you can view your shareholding, change the way the registrar communicates with you or the way you receive your dividends, and buy and sell shares. If you haven’t used this service before, all you need to do is enter the name of the Company and register your account. You’ll need your investor code (IVC) printed on your share certificate in order to register. Changes to our Data Privacy Notice We have updated our Privacy Notice to align with the new data privacy law in the European Union, known as the General Data Protection Regulation (GDPR) to which we are subject. Data protection and the security of your information always has been and remains of paramount importance to us. Any information concerning shareholders and other related natural persons (together, the data subjects) provided to, or collected by or on behalf of, Jupiter Unit Trust Managers Limited (the management company) and/or Jupiter Green Investment Trust PLC (the controllers) (directly from Data Subjects or from publicly available sources) may be processed by the controllers as joint controllers, in compliance with the GDPR. You are not required to take any action in respect of this notice, but we encourage you to read our Privacy Notice. Our privacy notice can be found on our website, www.jupiteram.com/Shared-Content/Legal-content- pages/Privacy/Investment-trusts. In the event that you hold your shares as a nominee, we request that you promptly pass on the details of where to find our privacy notice to the underlying investors and/or the beneficial owners. 83 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Investor Information (continued) UCITS V Remuneration Qualitative Disclosures Link between pay and performance As described above, Jupiter operates a Group-wide Decision-making process to determine remuneration policy, which applies to all employees remuneration policies across the Group. Under the Jupiter’s Group’s framework ultimate responsibility in remuneration matters is held by the Jupiter ensures that any measurement of Board of Directors of Jupiter Fund Management Plc performance used to evaluate the quantum of (“the Board”). The Board is supported in remunerated- variable remuneration elements or pools of variable related issues by the Remuneration Committee remuneration elements: (“RemCo”). ■ includes adjustments for current and future risks, The Board is responsible for establishing the Group taking into account the cost and quantity of the Remuneration Policy, and with support of the RemCo capital and the liquidity required; regularly reviewing the Group Remuneration Policy ■ takes into account the need for consistency with to meet any important regulatory developments and the timing and likelihood of the firm receiving the objectives of the Group. potential future revenues incorporated into The RemCo is delegated with the role of supporting current earnings; the Board in setting remuneration guidelines, ■ is based on the performance of the Group, the establishing share-based remuneration plans, and individual and the relevant function / business approving the aggregate variable remuneration unit or in the case of a fund manager, the fund(s), expenditure of the Group as well as determining where financial and non-financial criteria are and proposing to the Board the individual total considered when assessing individual performance; remuneration payable to the members of the Board and (other than its chairman) for approval. The RemCo ensures that the Remuneration Policy and practices ■ is set within a multi-year framework to ensure that across the Group operate in line with EU regulations the assessment process is based on longer term that apply to its regulated entities and delegates. performance and associated risks, and to ensure that payment is spread over an appropriate period. The RemCo regularly reports to the Board on the status of its activities, the development of the Material Risk Takers remuneration architecture within the Group as well The categories of staff for inclusion as Material Risk as on the operational implementation of this Policy. Takers for JUTM include: The RemCo consists of at least three members of the Board all of whom are Non-Executive Directors. ■ Executive and non-executive members of the Board Jupiter’s remuneration philosophy is aligned with the Group’s pre-incentive operating profit as well as its ■ Other members of senior management tolerance for risk. The Group’s approach provides for remuneration that attracts and retains employees in ■ Staff responsible for control functions. each local market and motivates them to contribute The Material Risk Takers are identified and reviewed to the development and growth of its business. on an annual basis by the relevant entities and the The policy promotes sound and effective risk RemCo in line with the criteria set out under EU management and does not encourage inappropriate regulations, namely: risk taking. 84 FOR THE YEAR ENDED 31 MARCH 2024 If, in the performance of their professional activities Further details in relation to the Qualitative certain staff of a delegate portfolio manager can disclosures are included in the Group Remuneration have a material impact on the risk profiles of the Policy. funds they manage, these employees are considered as “Identified Staff”. For this purpose, the Group Quantitative disclosures considers the respective delegate portfolio manager The remuneration data provided below reflects as subject to equally effective regulation if they are amounts paid in respect of the performance year required by law and regulations or in accordance with 2023 in relation to the funds managed by JUTM. internal standards to put in place a remuneration As at 31 December 2023, JUTM had GBP 26.9 billion policy, which in accordance to the ESMA assets under management consisting of 30 authorised Remuneration Guidelines is considered equivalent in Unit Trust, 9 sub-funds within 2 Open-Ended its objectives. The Group’s regulated entities will only Investment Companies and 2 Investment Trusts. delegate its portfolio management to firms, whose remuneration policy complies with the ‘equivalence standard’ as described. In line with ESMA Guidelines, proportionality is considered taking into account the following factors: ■ The percentage of assets under management; ■ Total assets under management; and ■ The average ratio between its fixed and variable remuneration paid to staff. It should be noted that despite use of proportionality, the Group’s compensation arrangements involve high levels of deferral, payment in shares and performance adjustment provisions on commercial and risk management grounds. Total annual remuneration paid to all Management Company employees: Of which fixed: n/a Of which variable: n/a Number of JUTM employees: Total remuneration paid to Identified Staff of JUTM: £9,926,537 Of which paid to Senior Management: £2,034,057 Of which paid to other Identified Staff: £7,892,480 Number of Identified Staff: 25 Total annual remuneration paid to employees in delegate(s): £11,310,880 Of which fixed: £1,977,355 Of which variable: £9,333,525 Number of beneficiaries: 9 85 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Investor Information (continued) Notes Shareholder Relations Remuneration for Material Risk Takers includes All shareholders have the opportunity to vote on the remuneration paid to employees of other group resolutions set out in the Notice of Meeting (‘Notice’) companies performing senior management functions and to put questions regarding the Company to the for JUTM. directors and the Investment Adviser, in advance of the AGM. The Notice sets out the business of Remuneration for Material Risk Takers includes the AGM and any item not of an entirely routine remuneration paid to employees of other group nature is explained in the Directors’ Report or notes companies who perform fund management activities accompanying the Notice. Separate resolutions are on behalf of JUTM under the terms of a delegation proposed for each substantive issue. Information agreement between JUTM and their employer. In the on proxy votes cast is available to shareholders interests of transparency, the remuneration disclosed attending the AGM and published thereafter on the for these employees is the total remuneration for Company’s website. activities across all group companies. The Company reports to shareholders twice a year In the figures above, fixed remuneration relates by way of the Half Yearly Financial Report and Annual to salary and pension benefits and variable Report & Accounts. In addition, net asset values are remuneration includes the annual bonus including published on a daily basis and monthly factsheets any long-term incentive awards. are published on the Company’s website www.jupiteram.com/JGC. These disclosures are in line with Jupiter’s interpretation of currently available regulatory The Board has developed the following procedure guidance on quantitative remuneration disclosures. for ensuring that each director develops an As market or regulatory practice develops Jupiter may understanding of the views of shareholders. Regular consider it appropriate to make changes to the way contact with major shareholders is undertaken by in which quantitative remuneration disclosures are the Company’s corporate brokers and the corporate calculated. Where such changes are made, this may finance executive of the Investment Adviser. Any result in disclosures in relation to a fund not being issues raised by major shareholders are then reported comparable to the disclosures made in the prior year, to the Board. The Board also receives details of all or in relation to other Jupiter fund disclosures in that material correspondence with shareholders. The same year. chairman and individual directors are willing to meet shareholders to discuss any particular items of Due to the increasing complexity of the business, concern regarding the performance of the Company. the information that is needed to provide a further The chairman, directors and representatives of the breakdown of remuneration is not readily available Investment Adviser are also available to answer any and would not be relevant or reliable. questions which may be raised by a shareholder. Implementation of the remuneration policy for the Group is subject to an annual independent review. Engagement with Stakeholders No material outcomes or irregularities were identified More information about how the Board fosters as a result of the most recent independent review, the relationships with its shareholders and other which took place in 2023. stakeholders, and how the Board considers the impact that any material decision will have on relevant stakeholders, can be found in the section 172 statement in the Strategic Report on page 26. 86 FOR THE YEAR ENDED 31 MARCH 2024 Statement in Respect of the Annual Report & Accounts Having taken all available information into consideration, the Board has concluded that the Annual Report & Accounts for the year ended 31 March 2023, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, income business model and strategy. The Board’s conclusions in this respect are set out in the Statement of Directors’ Responsibilities on page 51. 87 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Important Risk Warnings Advice to shareholders In recent years investment related scams have become increasingly sophisticated and difficult to spot. We are therefore warning all our shareholders to be cautious so that they can protect themselves and spot the warning signs. Fraudsters will often: ■ contact you out of the blue ■ apply pressure to invest quickly ■ downplay the risks to your money ■ promise tempting returns that sound too good to be true ■ say that they are only making the offer available to you ■ ask you to not tell anyone else about it You can avoid investment scams by: ■ Rejecting unexpected offers – Scammers usually cold call but contact can also come by email, post, word of mouth or at a seminar. If you have been offered an investment out of the blue, chances are it’s a high risk investment or a scam. ■ Checking the FCA Warning List – Use the FCA Warning List to check the risks of a potential investment. You can also search to see if the firm is known to be operating without proper FCA authorisation. ■ Getting impartial advice – Before investing get impartial advice and don’t use an adviser from the firm that contacted you. If you are suspicious, report it ■ You can report the firm or scam to the FCA by contacting their Consumer Helpline on 0800 111 6768 or using their online reporting form. ■ If you have lost money in a scam, contact Action Fraud on 0300 123 2040 or www.actionfraud.police.uk For further helpful information about investment scams and how to avoid them please visit www.fca.org.uk/ scamsmart. 88 FOR THE YEAR ENDED 31 MARCH 2024 # Glossary of Terms including alternative performance measures # Alternative performance measures 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 (indicated by *) are used throughout the annual report, financial statements and notes to the financial statements. # Benchmark total return index A total return index is a type of equity performance index that tracks both the capital gains of a group of stocks over time, and assumes that any cash distributions, such as dividends, are reinvested back into the index. # Diluted NAV per share* The diluted NAV per share is the net asset value per ordinary share adjusted to assume that all the current subscription rights are taken up in full. Shareholders have the opportunity to subscribe for one new ordinary share for every ten held so the diluted net asset value per share of the Company at any point is calculated by dividing the net assets of the Company by the number of shares, plus 10%, in issue. The subscription rights of the shareholders are described in more detail within Dividend Policy, Planned Life of the Company, Discount Control and Subscription Rights on page 33. The calculation of the Diluted NAV per share is shown in Note 19 to the Accounts. # Discount* The amount, expressed as a percentage, by which the share price is less than the net asset value per share. As at 31 March 2024 the share price was 181.00p and the audited undiluted net asset value per share (cum income) was 263.59p, the discount therefore being (31.33%). As at 31 March 2023 the share price was 224.00p and the net asset value per share (cum income) was 258.58p, the discount therefore being (13.37%). # Discount management Discount management is the process of the buy-back and issue of Company shares by the Company, to and from its own holding or 'treasury' 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. # Gearing* Gearing is the borrowing of cash to buy more assets for the portfolio with the aim of making a gain on those assets larger than the cost of the loan. However, if the portfolio doesn't perform well the gain might not cover the costs. The more an investment company gears, the higher the risk. Gearing is the ratio (£669,696) being gross borrowings (£3,000,000) less cash (£3,669,696) to its net assets (£50,318,342) expressed as a percentage (0.0%) as the cash held exceeds the loan drawn down. As at 31 March 2023 the Company's net borrowings (£45,703) being gross borrowings (£3,000,000) less cash (£2,954,297) to its net assets (£54,577,938) expressed as a percentage (0.0%) the loan drawn down exceeds the cash held. # Mid market price The mid-market price is the mid-point between the buy and the sell prices. # NAV per share/Undiluted 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 of the NAV per Share/ JUPITER 89 ### JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS ### Glossary of Terms including alternative performance measures (continued) undiluted NAV per share is shown in Note 19 to the Accounts. Ongoing charges* Ongoing charges are the total expenses including both the investment management fee and other costs, but excluding finance costs and performance fees, as a percentage of NAV. The calculation of the ongoing charges is provided in note 6 of the accounts. Premium* The amount, expressed as a percentage, by which the share price is more than the net asset value per share. The Company is in a discount position for both 2024 and 2023. Treasury shares Treasury shares are the part of the issued share capital that is held by the Company. They do not rank for dividend income and do not have voting rights. The Company uses treasury shares for discount management purposes as described above and in more detail in the Report of the Directors on page 36. Undiluted NAV per share* The undiluted NAV per share is the net asset value per ordinary share with no adjustment for the assumed exercise of all current subscription rights. * Alternative performance measure. 90 JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS Printed by Park Communications on FSC® certified paper. Park works to the EMAS standard and its Environmental Management System is certified to ISO 14001. This publication has been manufactured using 100% offshore wind electricity sourced from UK wind. 100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and, on average 99% of any waste associated with this production will be recycled and the remaining 1% used to generate energy. This document is printed on Revive Offset & Silk paper containing 100% recycled fibre. The FSC® label on this product ensures responsible use of the world’s forest resources. 4 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4 13/04/2022 14:33:16 ## JUPITER ## GREEN INVESTMENT ## TRUST PLC ### Annual Report & Accounts jupiteram.com 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:23 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3 13/04/2022 14:33:09 jupiteram.com 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:23