Managed by
J. Rothschild Capital Management Limited
Report and Accounts
For the year ended 31 December 2024
RIT CAPITAL PARTNERS PLC Report and Accounts 2024
Managed by
J. Rothschild Capital Management Limited
This report is printed on Revive 100% White Silk a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the ISO
14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (TCF) process.
This report has been produced using vegetable based inks.
Contents
1 About Us
3 Performance Highlights
Strategic Report
8 Chairman’s Statement
12 CEO Letter
15 Our Purpose, Strategy and
BusinessModel
20 Manager's Report
43 Investment Portfolio
47 Risk Management
55 Going Concern and Viability
57 Sustainability
Governance
68 Board of Directors
70 JRCM Executive Committee
71 Corporate Governance Report
76 Audit and Risk Committee Report
79 Directors’ Remuneration Report
83 Directors’ Report
Financial Statements
88 Consolidated Income Statement
and Consolidated Statement of
Comprehensive Income
89 Consolidated Balance Sheet
90 Parent Company Balance Sheet
91 Consolidated Statement of
Changes in Equity
92 Parent Company Statement of
Changes in Equity
93 Consolidated and Parent
Company Cash Flow Statement
94 Notes to the Financial Statements
120 Independent Auditor’s Report
Other Information
132 Investment Portfolio
Reconciliation
133 Glossary and Alternative
Performance Measures
135 Historical Information and
Financial Calendar
136 Investor Information
137 Directory
Notes
Nothing in this Annual Report & Accounts should be construed as advice to buy or sell a particular investment. RIT Capital Partners plc (RIT or the
Company) is a UK public listed company , and as such complies with the UK Financial Conduct Authority’s (FCA) Listing Rules. The Company conducts
its affairs so as to qualify for approval as an investment trust, and has been accepted as an approved investment trust by HM Revenue & Customs
(HMRC), subject to continuing to meet the eligibility conditions. As an investment trust, it is not authorised or regulated by the FCA. RIT is classified as
an Alternative Investment Fund (AIF) in accordance with the UK Alternative Investment Fund Managers Directive (AIFMD). The investment manager,
administrator, and company secretary is J. Rothschild Capital Management Limited (JRCM or the Manager), a subsidiary of RIT. JRCM is authorised
and regulated by the FCA and is classified as an Alternative Investment Fund Manager (AIFM) in accordance with AIFMD.
About Us
A timeless investment
Our purpose is to grow your wealth meaningfully
over time, through a diversified and resilient
global portfolio. To deliver this in a complex,
changing world requires a distinctive approach.
This is where our flexible investment mandate,
access to exclusive opportunities and internal
expertise give us an edge to outperform.
What makes us different
Flexible investment mandate to invest across different asset
classes and geographies.
Access to exclusive opportunities not typically available to
individual investors.
Internal expertise combined with insights from our network
of specialist partners to create a diversified and resilient
global portfolio.
1
2
3
Our history
can trace its roots back to the Rothschild Investment Trust, which
he chaired from 1971. He instilled the firm’s unique approach to
generating attractive investment returns that remains constant to this
day. It was subsequently renamed RIT Capital Partners and listed on
the London Stock Exchange in 1988.
Report and Accounts December 2024 RIT Capital Partners plc 1
Today
Today, RIT is one of the UK’s largest investment trusts, a
member of the FTSE 250 index with total assets in excess
of £4billion. The Rothschild family remain the largest
shareholder, and RIT is managed by its wholly-owned
subsidiary, J. Rothschild Capital Management Limited (JRCM).
Investment approach
We combine our expertise in bottom-up investment selection
across different structures, asset classes and geographies, while
maintaining an equal focus on top-down risk management and
portfolio construction. This approach aims to maximise returns
while helping to mitigate the risk of undue capital loss, allowing
us to deliver more consistent returns throughout economic cycles.
10.5%
Annualised NAV per share
total return since inception
(total return 3,667%)
10.5%
Annualised share price total return
since inception
(total return 3,683%)
Report and Accounts December 2024 RIT Capital Partners plc2
1
Here we measure risk as the 10-year monthly NAV per share return volatility of 7.4% per annum, as compared to 10-year monthly volatility of the ACWI (50% £) of 12.1% per annum.
108.6%
NAV per share total return over
ten years, with less risk than
equity markets
1
43p
2025 proposed dividend.
10.3% increase vs 2024
8.2%
Share capital purchased through
buybacks since 2023
All three investment pillars delivered a positive
outcome for the year, with mid-teens returns
in Quoted Equities, an improved performance
in Private Investments and steady results in
Uncorrelated Strategies.
9
.
4%
2024 NAV per share total return
(including dividends)
£4.3bn
Total assets; Net assets £3.7bn
7
.
9%
2024 Total shareholder return
(including dividends)
Performance Highlights
Report and Accounts December 2024 RIT Capital Partners plc 3
Performance since inception
Company Highlights
Corporate Objective
Performance history 1 Year 3 Years 5 Years 10 Years
Since
inception,
1988
RIT NAV per share total return
1
9.4% -2.1% 40.9% 108.6% 3,667%
CPI plus 3.0% per annum 5.5% 28.1% 43.9% 80.4% 678%
ACWI (50% £) 20.1% 23.7% 67.2% 169.8% 1,373%
RIT share price total return
1
7.9% -23.4% 3.0% 70.1% 3,683%
FTSE 250 Index
2
8.1% -3.5% 7.7% 68.1% 1,746%
1
The Group's designated Alternative Performance Measures (APMs) are the NAV per share total return, share price total return, gearing, and ongoing charges figure
(OCF). A description of the terms used in this report, including further information on the calculation of APMs, is set out in the Glossary and APMs section on page 133.
2
RIT’s shares are a constituent of the FTSE 250 Index, which is not considered a Key Performance Indicator (KPI). Before June 1998, when the total return index was
introduced, the index was measured using a capital-only version.
4,000%
3,500%
3,000%
2,500%
2,000%
1,500%
1,000%
500%
0%
1988
1992
1996
2000
2004
2008
2012
2016
2020
2024
RIT NAV per share total return
ACWI (50% £)
CPI plus 3.0%
Investment Policy
To invest in a widely diversified, international portfolio across
a range of asset classes, both quoted and unquoted; to
allocate part of the portfolio to exceptional managers in order
to ensure access to the best external talent available.
Key company data
31 December 2024 31 December 2023 Change
NAV per share 2,614p 2,426p 7.7%
Share price 1,986p 1,882p 5.5%
Premium/(discount) -24.0% -22.4% -1.6% pts
Net assets £3,731m £3,573m 4.4%
Gearing
1
8.9% 3.5% 5.4% pts
Ongoing charges figure
1
0.76% 0.77% -0.01% pt
Total dividend paid in year 39.0p 38.0p 2.6%
PERFORMANCE HIGHLIGHTS
Report and Accounts December 2024 RIT Capital Partners plc4
Report and Accounts December 2024 RIT Capital Partners plc 5
Strategic
Report
6 Report and Accounts December 2024 RIT Capital Partners plc
Our
network.
Yo u r
advantage..
8 Chairman’s Statement
12 CEO Letter
15 Our Purpose, Strategy and
Business Model
20 Manager’s Report
43 Investment Portfolio
47 Risk Management
55 Going Concern and Viability
57 Sustainability
Report and Accounts December 2024 RIT Capital Partners plc 7
Chairman’s Statement
Introduction
2024 was a year of continuing market uncertainty, against the backdrop of sustained hostilities in Europe
and the Middle East, and significant political change. While the US economy exhibited relatively robust
growth, other Western economies were affected by rising input costs, muted consumer demand, and
stubborn levels of unemployment; China’s growth was also relatively modest despite considerable stimulus
measures. Collectively, these posed challenges throughout the year to policy makers and investors alike.
NAV performance
In these circumstances I am pleased to report that for the year ended 31 December 2024, our NAV per share
increased by 9.4% (including dividends) to finish the year at 2,614p. All three of our investment pillars saw
positive performance, led by the Quoted Equity portfolio which had another good year. We also saw positive
returns from our Private Investments and Uncorrelated Strategies. Further details on performance and
attribution are set out later in this report.
Our Manager, J. Rothschild Capital Management Limited (JRCM), is tasked with managing our net asset
value in line with the long-term objectives set by the Board. Our founder, the late Lord Jacob Rothschild
often noted that our overall approach to capital growth is designed to be prudent. How this is reflected in
the portfolio can vary from year to year, but it is embedded in everything we do - how we select or structure
individual investments, how we combine complementary investments into our diversified portfolio, and how
we use protection through hedges. RIT is not an absolute return trust, nor a trust that is fully-invested in
stocks – we sit in between, with our portfolio constructed to generate real returns over time.
Our NAV performance was above our inflation hurdle, CPI plus 3% which measured 5.5%, and behind
our equity index of the ACWI (50% £), at 20.1%. The latter was once again dominated by the mega-cap
technology stocks; by contrast, the broader, equal-weighted ACWI returned approximately 10% for the year.
Sir James Leigh-Pemberton
Chairman
STRATEGIC REPORT
“Our overall approach to
capital growth is designed
to be prudent. How this is
reflected in the portfolio
can vary from year to
year, but it is embedded
in everything we do.”
Report and Accounts December 2024 RIT Capital Partners plc8
Share price performance and discount
Our shares ended the year at 1,986p per share, representing a total return to shareholders including the
dividend, of 7.9%. While this is a positive outcome, we were nonetheless disappointed to see the discount
remaining wider than we feel is warranted at -24% at the year end. Closing the discount is a matter of
the upmost importance to all of us. Your Board and our many colleagues in JRCM are shareholders with
significant ‘skin in the game’. Our Senior Independent Director, Philippe Costeletos and I, as well as our JRCM
colleagues, have spoken with many shareholders on this topic during the year, and we are grateful for their
open and constructive feedback.
We have taken a range of actions during the year; I discuss below how we have carefully reduced our exposure
to private investments, and our continued emphasis on returns to shareholders through dividends and
buybacks. We have also brought in a new leadership team at our Manager, and have transformed our approach
to disclosures, investor relations and communications. This is all designed to ensure that shareholders
understand as clearly as possible the objectives the portfolio is designed to achieve, its composition, and how
we allocate our capital. It has been gratifying to receive so many positive comments from existing and new
shareholders in response.
One of the headwinds facing investment trusts over recent years has been the confusing cost disclosures
required under the EU-inherited legislation called PRIIPs. As a public company our costs have always
been disclosed throughout this report including in our income statement. We have also shown the AIC’s
recommended Ongoing Charges Figure or OCF, a measure of the day-to-day running costs of our business
(which for 2024 was 0.76% of average net assets). All the costs associated with our business and our
investments, including fees paid to external managers, have always been reflected in our NAV and therefore
our share price. Regrettably, the PRIIPs legislation resulted in disclosures which suggested these costs were
additional to those reflected in our NAV. In September 2024, after extensive efforts from many, the FCA and
the Government announced plans to exclude investment trusts from this legislation. This was a welcome
step enabling investment trust shares to be treated the same as other listed companies. We are closely
monitoring the proposed replacement regime and will ensure our voice is heard in an effort to enable clear
and accurate reporting of our costs.
Capital allocation, dividends and buybacks
In our 2023 Annual Report, I set out the Board’s approach to capital allocation, both to the investment
portfolio, and to returning capital to shareholders in the form of dividends and share buybacks. I will deal with
these in turn.
Our Company’s objective is to grow shareholders’ wealth meaningfully over time. To achieve this requires
that sufficient capital is deployed in the right investments, in a diversified portfolio capable of generating
long-term capital growth in a prudent, risk-managed way. Private investments have been a part of our
investment approach since the early days of what was originally the Rothschild Investment Trust. They have
been a strong generator of long-term capital growth over the lifespan of our Company and remain an asset
class which we believe has an important role to play in our diversified portfolio. Indeed, it was the success of
this portfolio pillar which drove an increase in its percentage of our NAV above its typical historical weighting.
Nevertheless, conscious of the broader market’s concerns regarding private investments, I set out in last
year’s statement our intention to reduce their portfolio weighting to between a quarter and a third of NAV
within two years. One year on, private investments have already reduced to 33% of NAV, within our target
range. Our Manager has achieved this by restricting new investments and capitalising on advantageous
opportunities to realise assets. The portfolio generated sizeable realisations during the year with fund inflows
exceeding capital calls, and realisations from the direct portfolio (at a price above the previous carrying
value). The net cash surplus from this pillar helped fund our buybacks and dividends. SpaceX was a new
direct private investment in 2024, reinforcing the strength of our network.
STRATEGIC REPORTSTRATEGIC REPORT
Report and Accounts December 2024 RIT Capital Partners plc 9
We recognise that for many of our shareholders, our progressive approach to dividends represents a helpful
source of growing income. We paid a dividend during 2024 of 39 pence per share, an increase of 2.6%
over 2023. Reflecting our confidence in our approach, we propose to increase the dividend for 2025 above
inflation, to 43p per share (approximately £62m, an increase of 10.3%). This will be the 12th successive year
of dividend increases, and we expect to maintain or increase the dividend, subject always to our capital
preservation needs.
The ability to utilise share buybacks to purchase our shares at a discount has been a feature of our approach
for many years, and we have deployed it at scale since early 2023. During 2024 we invested a further £80m
in buybacks, acquiring 4.3 million shares at a discount to NAV, which added around 0.8% to our NAV per
share return. We recognise the benefits of buybacks in terms of this NAV per share accretion - buying a
portfolio that we believe in very cheaply is an attractive investment. Furthermore, it signals our confidence
in our NAV and overall approach, and helps reduce share price volatility. However, buybacks are also illiquid
and a ‘one-time’ investment, which ultimately reduces our scale. As such, we are careful to balance the
allocation of capital to buybacks depending on the level of the discount (and how it has moved relative to
the broader market) with the need to sow the seeds for future gains. Nonetheless, we expect to continue
to utilise buybacks during 2025, and we will keep capital allocation under continuous review, retaining the
flexibility to adjust how much capital we deploy to buybacks depending on the size of the discount.
Outlook
The global economic landscape and financial markets may continue to exhibit resilience, but we are mindful
that they also face a range of risks. These include the stubbornness of inflationary pressures, growing levels
of government borrowing and the renewed possibility of tariffs. We have already seen significant moves in
government bond yields as these risks become more apparent. Equity valuations feel somewhat stretched,
and the US Federal Reserve faces a delicate balance, navigating between sticky inflation and growing
concerns about economic slowing in 2025. Policy makers in governments and central banks face a difficult
balancing act between stimulating growth, fiscal prudence and bringing inflation down to targeted levels,
while perceptions of growing wealth inequality give rise to increasing political polarisation.
That said, there are also reasons for optimism. In the US, strong consumer demand, full employment and
fiscal stimulus continue to drive robust economic growth, while the trend of inflation has been downward.
Corporate earnings continue to be strong, and innovation, particularly technology-led, has the potential to
drive further productivity gains. Within the private equity market, we have also seen an increasing number of
successful IPOs and a recovery in M&A transactions, providing a more fertile ground for exits.
In this environment, asset allocation and investment selection become increasingly important; we
will continue to approach our portfolio composition with care, while acknowledging that such market
complexities provide attractive opportunities for our diversified and unconstrained approach.
STRATEGIC REPORT
10.3%
2025 proposed increase in dividend
per share
9.4%
2024 NAV per share total return
Report and Accounts December 2024 RIT Capital Partners plc10
Governance and employees
We are committed to retaining an experienced Board, sufficiently diverse in all respects to foster high quality
debate, oversight, and decision making. Our Board currently has a 50:50 gender split, and with two Directors
from a minority ethnic background. I am pleased therefore that we comply with the recommendations
of the FTSE Women Leaders Review, the Parker Review and the FCA UK Listing Rules in terms of Board
composition. In October 2024, we welcomed Helena Coles as a new non-executive Director. Helena’s
significant experience in global public equities and the listed investment trust sector complements the skill
set of the Board, and she has already made valuable contributions as a Director and as a member of the
Audit and Risk Committee.
During 2024, we maintained our focus on ESG and we continue to recognise the importance of communicating
how we are integrating ESG into our strategy and decision making. You will see our first report regarding the
Task Force on Climate-related Financial Disclosures in our Sustainability Report on pages 57 to 65.
Finally, I have taken the very difficult decision, as a result of the increased demands from my wider
commitments, not to stand for re-election as a Director. I will therefore retire as the Chairman of your
Company at the forthcoming AGM in May. Subject to his re-election, the Board has nominated our Senior
Independent Director, Philippe Costeletos, to replace me as Chairman. As part of our succession planning,
Philippe and I discussed this proposed change with many of our largest shareholders, and we are most
grateful for their support. I am delighted that Philippe is succeeding me and I am sure that his exceptional
skills, experience and good judgement will continue to serve the Company well in the years to come.
Succeeding Lord Rothschild as your Chairman has been an honour and a privilege, and I want to thank both
my Board colleagues for their dedication, support and wise counsel over the years, and likewise colleagues
at our subsidiaries, our Manager, JRCM and our property and events business, Spencer House Limited, for
their hard work, energy and professionalism. Maggie Fanari has been in her new role as CEO of JRCM since
March 2024, and the Board is pleased with the scope and pace of the progress that she and her team have
already made this year. I have every confidence that the culture of performance and collaboration which is
the hallmark of RIT, will continue and will be enhanced under our Company’s new leadership team, and I look
forward to retaining a close interest in progress as a long-term shareholder.
I would also like to thank you, our shareholders, for your loyalty and your constructive feedback. Regular
interactions with shareholders from all backgrounds have been a highlight of my tenure, and I wish you all
the very best for the future.
Sir James Leigh-Pemberton
Chairman
STRATEGIC REPORTSTRATEGIC REPORT
Report and Accounts December 2024 RIT Capital Partners plc 11
STRATEGIC REPORT
CEO Letter
Dear Shareholder,
2024 was a year of solid progress for the Company, and we enter 2025 well positioned for growth. We see
exciting prospects ahead for the portfolio, and I am delighted to have this opportunity to update you on
these along with developments over the last 12 months.
Strategy and performance
Our goal is to help you accumulate wealth over time by building a portfolio offering growth, resilience and
diversification with lower risk than equity markets. By leveraging our brand, internal expertise and specialist
managers, we offer access to exclusive opportunities not typically available to individual investors, a recent
example being SpaceX, the private space launch and satellite communications company.
In 2024, we delivered a net asset value (NAV) per share total return of 9.4%, with positive performance
across all three pillars. Our annualised return since inception is 10.5%, underscoring our commitment to
delivering healthy returns for our shareholders over the long term.
We increased our allocation to Quoted Equities, ending the year at 46.2% of NAV, and generated mid-teen
returns. This pillar benefited from our selection of quality and small-to-mid cap stocks, along with a strong
performance from managers investing in China and Japan.
Our Private Investments portfolio produced positive returns following two years in negative territory.
During the year, we decreased the book to around a third of NAV (33.4% from 35.9% at the end of 2023).
We achieved this largely through distributions and realisations, which in aggregate were above previous
carrying values.
Our Uncorrelated Strategies play an important role in diversifying the portfolio, with steady contributions
during the year.
Maggie Fanari
Chief Executive Officer
J. Rothschild Capital Management Limited
“By leveraging our brand,
internal expertise and
specialist managers,
we also offer access to
exclusive opportunities
not typically available to
individual investors.”
109%
NAV per share total return over
10 years
£170m
Realisations from Private Investments
during 2024
15%
Private Investments annualised return
over the past 10 years
Report and Accounts December 2024 RIT Capital Partners plc12
STRATEGIC REPORT
Increased transparency and engagement
The exclusion of investment trusts from PRIIPs legislation in 2024 marked significant progress, aligning our
reporting with other listed companies. Our Ongoing Charges Figure (OCF), a measure of day-to-day running
costs, was 0.76% (2023: 0.77%).
We have strengthened investor communication by hiring the consultancy Cadarn Capital, relaunching
our website, increasing disclosure in our monthly factsheet and engaging actively with retail investment
platforms, media and other stakeholders.
Investor communication is a two-way process, and I want to thank you for your invaluable feedback since
I became CEO. A key theme has been the share price discount to NAV, a sector-wide issue. We firmly
believe that this significantly undervalues our portfolio and addressing it is a key priority. Colleagues at
JRCM have interests in approximately £25 million RIT shares at the year end, reinforcing the close alignment
with shareholders.
Alongside enhancing our performance, we are taking action by increasing our transparency and investor
engagement. Our ongoing share buyback programme also aims to enhance shareholder value by delivering
NAV per share accretion.
Outlook
Markets in 2025 offer challenges and opportunities, with the US economy expected to outpace the
eurozone, inflation likely to continue to stabilise and the uncertain impact of new import tariffs. Buoyant
equity markets face risks from high valuations and concentrated technology performance, underlining
the importance of a selective approach. Meanwhile, private investments are set to benefit from improved
regulatory conditions, supporting growth in M&A and IPO activity, while certain credit markets and market-
neutral strategies remain attractive.
Against this backdrop, we are building on our foundation for sustainable growth. We continue to see
significant opportunities in megatrends that are shaping the global economy. These include the diffusion
of technology, with AI and digital transformation extending well beyond traditional tech sectors, medical
advances increasing longevity and quality of life, and a multi-polar world, with shifting economic power
reshaping supply chains and investment flows.
Our specialist partners provide privileged access to opportunities across public and private markets, while
our flexible capital structure enables us to deploy capital swiftly where we see compelling returns. We are
focused on delivering long-term capital appreciation and attractive risk-adjusted returns for shareholders,
building a dynamic and resilient portfolio for the years ahead.
Thank you for your continued engagement and support.
Yours sincerely,
Maggie Fanari
Chief Executive Officer, J. Rothschild Capital Management Limited
We believe our flexible and resilient portfolio is
well-positioned to take advantage of global opportunities
across asset classes while effectively managing risks.
Report and Accounts December 2024 RIT Capital Partners plc 13
STRATEGIC REPORT
Report and Accounts December 2024 RIT Capital Partners plc14
STRATEGIC REPORT
Our Purpose, Strategy and Business Model
"Our multi-asset, flexible investment strategy differentiates us from other
conventional investment trusts. Our access and expertise enable us to
build a flexible, diversified portfolio that aims to deliver through different
economic cycles."
Purpose and strategic aims
Since inception, our purpose has been to enhance shareholders’ wealth over time through
diversified portfolio management. Our Corporate Objective is as follows:
“To deliver long-term capital growth, while preserving shareholders’ capital; to invest without
the constraints of a formal benchmark, but to deliver for shareholders increases in capital
value in excess of the relevant indices over time.”
Underpinned by our values
We are
entrepreneurial
We embrace an entrepreneurial
mindset. It is the lens through
which we view challenges and
opportunities. It guides our
actions and compels us to seek
value in everything we do.
We are
performance
focused
We are committed to
continuously learning and
adapting to deliver superior
risk-adjusted returns for our
shareholders over time.
We are
collaborative
We believe that the best
outcomes are achieved by
working together as a team
and with our stakeholders.
We strive to create an open,
honest, and supportive working
culture, where knowledge is
shared and diversity of thought
is celebrated.
We operate
withintegrity
We strive to be responsible
and accountable stewards of
our shareholders’ capital. We
are respectful of our firm’s
heritage and our external
relationships, which we have
built over many decades.
Disciplined Investing
Diversified Global Portfolio
Quoted Equities
Private Investments
Uncorrelated Strategies
Access
Global network and heritage
Flexibility
Permanent capital
Expertise
Team and specialist partners
Capital Growth
Superior
Risk/Reward
Report and Accounts December 2024 RIT Capital Partners plc 15
STRATEGIC REPORT
Investment approach
Our Investment Policy guides our Manager and subsidiary, J. Rothschild Capital Management
Limited (JRCM) as it manages your portfolio:
“To invest in a widely diversified, international portfolio across a range of asset classes, both
quoted and unquoted; to allocate part of the portfolio to exceptional managers in order to
ensure access to the best talent available.”
By design, our multi-asset, flexible investment strategy differentiates us from other investment
trusts, allowing us to invest in a capital efficient way across different structures, asset classes
and geographies. We combine thematic investing with active management of a distinctive
blend of investments, all overlaid with currency positioning and macro exposure management.
Our permanent capital base provides us the advantage of time, where our investment decisions
are dictated by our assessment of value and not by liquidity pressures.
A key facet of the investment approach is risk management. The Board establishes and
oversees the risk appetite through regular monitoring of asset allocation and security limits.
These are intended to allow JRCM to efficiently and effectively manage the portfolio in line
with the Corporate Objective. The Manager has developed a sophisticated risk management
approach, on which it reports regularly to the Board. This incorporates quantitative and
qualitative measures, as well as the prudent use of hedging. The risk management tools assist
in the construction of a portfolio designed to provide diversified sources of return and to
monitor closely the performance of individual assets and the portfolio composition. Further
information on risk management is set out on pages 47 to 54.
The portfolio comprises three investment pillars: Quoted Equities, Private Investments and
Uncorrelated Strategies. Each pillar is designed to serve a distinct purpose within the portfolio,
with investments of complementary profiles and return drivers. Investments are sized based on
their individual risk, their expected returns, and how these impact the overall portfolio.
Quoted Equities
30-60% NAV
long-term allocation range
The Quoted Equities portfolio includes
diversified, global high conviction strategies
held directly through stocks, as well as
equity funds. We achieve this through a
combination of our own in-house expertise
and carefully selected external managers,
capitalising on their specialist expertise in
sectors and geographies where we see the
most potential.
Private Investments
20-40% NAV
long-term allocation range
Private Investments comprise of high
quality investments, sourced directly via
our own extensive global network and
through commitments to exceptional fund
managers in specialist strategies. Our direct
investments are typically structured to
provide some downside protection, with the
potential to generate attractive returns over
time.
Uncorrelated Strategies
20-40% NAV
long-term allocation range
Our Uncorrelated Strategies aim to generate
consistent returns with lower correlation
to equity markets through the cycle. It
mainly includes, absolute return and credit
investments, as well as some real assets
and government bonds. For absolute return
and credit strategies, we often collaborate
with specialist external managers to access
relevant opportunities.
Our Purpose, Strategy and Business Model
Report and Accounts December 2024 RIT Capital Partners plc16
STRATEGIC REPORT
We do not target an absolute return; ensuring we have sufficient capital deployed to generate
long-term growth results in us being exposed to market risk. However, through the cycles, we
believe this approach will produce superior long-term performance, with less risk than equity
markets.
We have, in our Manager, a highly skilled investment team with significant experience across
different asset classes. JRCM’s in-house investment team works closely with core external
managers, enabling us to invest in funds and opportunities which may be closed to new
investors, and cannot be accessed by a retail investor. In addition, this strong network provides
access to intellectual capital and co-investment opportunities. This aspect of our model is key
to our ability to identify and deliver value from differing sectors, markets and assets. And while
access to such specialist managers involves paying fees, these fees are an important part of
the investment decision (see page 84). Our focus is solely on the net returns and our reported
net asset value is net of all management and performance fees.
Business model
RIT Capital Partners plc is a listed investment company, approved by HM Revenue and
Customs (HMRC) as an investment trust. It is a UK Alternative Investment Fund (AIF) in
accordance with UK legislation effective from 1 January 2021 which replicated the European
Union’s Alternative Investment Fund Managers Directive (AIFMD).
Investment management, administration and company secretarial are delegated under a formal
agreement to our Manager, JRCM, a subsidiary of the Company. JRCM is separately regulated
by the Financial Conduct Authority (FCA) as the UK Alternative Investment Fund Manager
(AIFM) under the same UK rules. JRCM has its own Board of Directors and is governed by its
Executive Committee.
Board of
Directors
RIT Capital Partners
plc
J. Rothschild Capital
Management Limited
Executive
Committee
Investment management,
administration and company
secretarial
Alternative
Investment
Fund
Alternative
Investment
Fund Manager
In addition, the Manager is also responsible for our subsidiary, Spencer House Limited (SHL).
This company provides premises management for Spencer House and our other investment
properties in St. James’s. It also operates a profitable events business.
Our Purpose, Strategy and Business Model
Report and Accounts December 2024 RIT Capital Partners plc 17
The Chairman is responsible for the leadership of the Board, which is ultimately tasked with
ensuring that we both meet our Corporate Objective, and maintain high standards of corporate
governance. The main focus of the Board is on ensuring that the investment approach is
suitable for achieving our Corporate Objective, and on monitoring the performance of the
Manager. The Board receives regular and detailed reports covering investment performance,
risk, finance and operational matters.
Measuring performance and KPIs
While we believe our success can only truly be assessed over the long term, we also recognise
that providing shareholders with a comparator against which to measure our performance over
shorter periods is helpful. We have established key performance indicators (KPIs) as follows:
1. Absolute outperformance: NAV total return in excess of Consumer Price Index (CPI) plus
3.0% per annum
2. Relative outperformance: NAV total return in excess of ACWI (50% £) per annum
3. Share price total return or total shareholder return (TSR)
The first two relate to our Manager’s investment performance. CPI plus 3.0% represents the
desire to grow the real value of our portfolio over time, with a meaningful premium above
inflation. The second reflects our unconstrained global investment approach and the desire to
outperform markets over the long term. Like many investment companies, we use the ACWI.
More specifically, we reference ACWI (50% £), a blended index consisting of 50% of the ACWI
measured in sterling (and exposed to currency risk) and 50% of the sterling-hedged ACWI.
While our Manager manages the portfolio to deliver a NAV return, the return to our
shareholders is through share price growth and dividends, so we also consider the TSR as our
third KPI.
Incentive structure
Our approach to remuneration incorporates the Directors’ Remuneration Policy as well as
specific structures within JRCM and SHL designed to attract, motivate and retain the high-
quality individuals we need to deliver our long-term strategic aims and sustainable success.
The employees of our Manager and SHL are critical to our ability to meet all of the objectives
of the Company. A key part of the monitoring of the Group is ensuring that the Manager is
appropriately incentivised to deliver sustained, risk-adjusted returns and is able to attract,
retain and develop a top quality team which operates in accordance with our core values,
within a culture of high performance.
The Group operates an Annual Incentive Scheme (AIS) for employees as well as longer term
share-based awards. The AIS rewards investment outperformance and wider achievements
linked to the Group’s operations and business principles. The second component of the
remuneration approach is a long-term incentive plan (LTIP) designed to reinforce alignment
with shareholders. Further information is set out in our Directors' Remuneration Report on
pages 79 to 82.
STRATEGIC REPORT
Our Purpose, Strategy and Business Model
Report and Accounts December 2024 RIT Capital Partners plc18
STRATEGIC REPORT
Corporate governance
The Directors are responsible for compliance with applicable rules, regulations and guidance
relating to governance, in particular taking account of Section 172(I) of the Companies Act
2006, which guides our approach to strategy and decision making (see page 85).
The Board is responsible for ensuring strong relationships with all stakeholders. The Directors
receive regular reports from the Manager on investor relations and also interact with
shareholders directly to ensure the Board understands shareholders’ views.
When it comes to our Corporate Objective, shareholders understandably focus on our
investment performance. This informs the Board’s desire to seek healthy, risk-adjusted returns
over the long term and through the cycles, with careful attention to capital preservation,
and mindful of the Company’s reputation as a responsible fiduciary of shareholder capital. In
assessing the right strategy to achieve these aims, the Board considers the ongoing suitability
of the Investment Policy and the approach taken by the Manager to execute on the policy. The
Board also takes shareholder views into account when considering other areas including our
proactive approach in addressing the discount at which the share trades to NAV, the dividend,
buybacks, capital allocation and Environmental, Social and Governance (ESG).
Our current Board composition complies with the recommendations of the Parker Review
and the FTSE Women Leaders Review. It also meets the FCA UK Listing Rules in relation to
diversity.
The Group has relationships with a number of suppliers and service providers which play an
important role in enabling us to operate our business efficiently. The Groups’ overarching
policy with respect to these relationships is that they should be managed so that they are both
sustainable and mutually beneficial over the medium term, and deliver value for money for our
shareholders.
ESG and sustainability
The Board believes that consideration of ESG factors is important for the delivery of
sustainable financial returns from our portfolio, and for the preservation of the value of our
shareholders’ capital. In respect of our internal operations, we aim to be good corporate
citizens, to apply robust governance and minimise our environmental impact. Over the past
12 months, your Board has continued to devote time to enhancing our ESG capabilities. Our
Manager is a signatory of the UN PRI, and has in place a Responsible Investment Framework &
Policy, available on the Company website. ESG factors form part of the JRCM’s due diligence
prior to selecting investments and continue to be monitored throughout the investment period.
Further information is set out in our Sustainability Report on pages 57 to 65, which includes our
first Task Force for Climate-related Financial Disclosures Report.
Shareholder communication and AGM
In addition to this report, we publish a monthly NAV and our website www.ritcap.com provides
regular performance updates. We also look forward to meeting as many of you as possible
at our AGM at 12:00pm on 1 May 2025, at Spencer House, 27 St. James’s Place, London,
SW1A 1NR.
Our Purpose, Strategy and Business Model
Report and Accounts December 2024 RIT Capital Partners plc 19
Report and Accounts December 2024 RIT Capital Partners plc20
Manager’s
Report
Report and Accounts December 2024 RIT Capital Partners plc 21
22 Performance Highlights
23 Quoted Equities
29 Private Investments
35 Uncorrelated Strategies
39 Currency and Capital Management
41 Outlook
A diversified
and resilient
global
portfolio.
Asset category
2023
% NAV
1
2024
% NAV
1
2024
Return
2
2024
% Contribution
Quoted Equities
3
38.4% 46.2% 15.8% 6.9%
Private Investments
3
35.9% 33.4% 4.8% 1.8%
Uncorrelated Strategies 25.6% 23.8% 4.5% 1.3%
Currency 0.9% -1.1% n/a -0.3%
Total investments 100.8% 102.3% n/a 9.7%
Liquidity, borrowings and other
4
-0.8% -2.3% n/a -0.3%
Total 100.0% 100.0% 9.4% 9.4%
1
The % NAV reflects the market value of the positions (excluding notional exposure from derivatives).
2
Returns are estimated, local currency returns, taking into account derivatives.
3
Included in the NAV is an adjustment of £159m/4.3% to reallocate quoted positions held within private funds (2023: £90m/2.5%). The return/contribution from
these positions is in Private Investments.
4
Including interest, expenses, and accretion benefit of 0.8% from share buybacks (2023: 1.2%).
Report and Accounts December 2024 RIT Capital Partners plc22
STRATEGIC REPORT
9.4%
NAV per share total return
Quoted Equities
6.9%
Private
Investments
1.8%
Uncorrelated
Strategies
1.3%
Our NAV per share total return for the year was 9.4% with positive
returns across all three investment pillars. Our annualised return since
inception is 10.5%, underscoring our commitment to delivering consistent
returns for our shareholders over the long term.
Compared to our two reference hurdles, the portfolio outperformed CPI plus 3%, which was
up 5.5%, and lagged the fully-invested equity index, ACWI (50% £), which was up 20.1%. The
market saw continued narrowness, with over 60% of ACWI’s returns generated by the top 10
US technology stocks.
Portfolio overview
Within our portfolio we were pleased to see mid-teen returns in our Quoted Equities pillar,
a good contributor despite the narrowness in equity markets, positive returns from our
Private Investments and steady performance from Uncorrelated Strategies. These positive
contributions were generated by a diverse set of return drivers:
• The Quoted Equities pillar contributed 6.9% to our NAV, a return of 15.8%. Our stock
selection contributed 2.9%, led by our exposures to quality and small-to-medium-
sized companies (SMID-cap). Our quoted equity funds contributed 4.0%, with strong
performance from our managers across our Japan and China themes.
• Private Investments contributed 1.8% to performance, a 4.8% return. While the private
direct investments were near flat, the funds saw a 6.8% return. We saw realisations across
both parts of the portfolio, resulting in net distributions from private investments.
• The Uncorrelated Strategies pillar contributed 1.3%, a 4.5% return, led by our exposures to
absolute return and credit funds, with modest offsets from gilts and carbon credits.
In addition to this positive performance across our investment pillars, the NAV per share return
benefitted from accretion from buybacks, partially offset by the impact of currency translation
on our global portfolio, and costs (including interest paid on our borrowings).
Performance Highlights
For the year ended
31 December 2024
With positive contributions
across all three investment
pillars
Asset allocation, returns and contribution
Quoted Equities - Asset allocation, returns and contribution
2023
% NAV
2024
% NAV
2024
% Return
1
2024
% Contribution
Stocks 13.2%
2
23.8%
2
15.3% 2.9%
Funds 24.8% 22.0% 20.9% 4.0%
Other
3
0.4% 0.4% n/a 0.0%
Total 38.4% 46.2% 15.8% 6.9%
1
Returns are estimated local currency returns.
2
The %NAV includes an estimated adjustment made for publicly traded equities held within the private
investment funds. The return/contribution from these positions is in Private Investments.
3
Includes equity hedges.
Quoted Equities – Stocks and funds (% NAV)
30-60% NAV
Long-term allocation range
0 10 20 30
Funds
Stocks
24.8%
22.0%
13.2%
23.8%
2024
2023
Report and Accounts December 2024 RIT Capital Partners plc 23
STRATEGIC REPORT
9.4%
NAV per share total return
STRATEGIC REPORT
The quoted equities portfolio includes diversified,
global, high-conviction strategies held directly through
stocks, as well as equity funds. We achieve this
through a combination of our own in-house expertise
and carefully selected external managers, capitalising
on their specialist expertise in sectors and geographies
where we see the most potential.
Quoted Equities
46.2% NAV
31 December 2024
Report and Accounts December 2024 RIT Capital Partners plc24
STRATEGIC REPORT
Performance
We have increased our Quoted Equities during the year from 38.4% of NAV to 46.2%. This
increase was mainly allocated to direct stock investments, given our view of the opportunities
available and our desire to further diversify across our themes. Overall, the Quoted Equities
investment pillar returned 15.8% local currency return, resulting in a contribution of 6.9% to the
overall NAV.
The market continues to be dominated by the performance of the largest technology stocks,
with over 60% of ACWI’s returns driven by the top 10 technology stocks. This narrow market
leadership can also be seen in contrast with the performance of the more diversified ACWI
Equal Weighted Index, which returned 10.1%.
Despite this, our Quoted Equities’ pillar generated mid-teen returns (15.8% in 2024, 18.1% in
2023) across a range of themes and geographies. This diversity is an intentional portfolio
construction feature as it provides resilience and the ability to capture opportunities across
varying market cycles.
The key drivers of our performance were:
• outperformance by our specialist managers in Japan who have capitalised on opportunities
generating value from a mixture of corporate governance reforms and investor-led
engagement;
• strong performance across our directly-held SMID-cap stocks such as Golar LNG and Talen
Energy;
• our quality investment theme, a mix of directly-held stocks and fund investments, performed
well, demonstrating resilience and growth potential;
• our managers invested in China performed well, with the backdrop of a rebound in Chinese
equities post stimulus measures announced in late 2024;
• a small detraction within our cyclical and biotech themes, which were both impacted by
persistently high interest rates; and
• our modest investments in hedging strategies detracted from performance (included in
‘Quoted Equities – Other’). These are part of our portfolio construction and risk management,
and designed to provide some protection in the event of a significant, unexpected market
decline.
We have a highly skilled investment team with significant
experience across different asset classes. We also leverage
expert insight from our exceptional network
of specialistmanager partners.
Key themes
Japan remains one of the key themes at around 8% of total NAV at year end. Our specialist
managers, such as Morant Wright, outperformed by owning companies that generated value
from corporate governance reforms and investor-led engagement. We continue to believe
we are in the early stages of corporate governance reform where the increased receptiveness
to shareholder activism is accelerating change at the corporates. This provides an attractive
secular tailwind to returns. For further information, see Morant Wright’s portfolio insight on
page 28.
Quality, which we define as companies with high barriers to entry and that compound profits
over time, represented 10% of NAV at year end and performed well. Blackrock Strategic
Equity benefitted from good stock picking and its exposure to semiconductor stocks.
Meanwhile, in our direct stock portfolio, our investment in dermatology-focused Galderma’s
IPO in March has been successful, with a 57% return on the stock through December.
Financials, such as Intercontinental Exchange, Mastercard and Visa, had a good year. National
Grid, a UK company that builds and operates electricity transmission and distribution in
the UK and Northeastern US, saw positive performance this year. We continue to view this
investment as asymmetric, given the company has inherent downside protection in the form
of government-regulated cashflows, while simultaneously being well positioned to benefit
from energy infrastructure investments with a clear catalyst over the following 12-18 months.
Quality also faced some headwinds, for example, a recent investment in Heineken saw a
double-digit decline in Q4 of 2024 in line with peers, as food and beverage companies sold
off due to higher risk-free rates.
Excluding quoted equities held in private
investment funds. Estimated based on the latest
available funds' reporting at December 2024.
25%
18%
17%
15%
10%
8%
5%
2%
Quoted Equities by theme
(% of Quoted Equities NAV)
Quality
Japan
China
SMID-cap
Technology
Healthcare & life sciences
Cyclicals
Other
Report and Accounts December 2024 RIT Capital Partners plc 25
STRATEGIC REPORT
Report and Accounts December 2024 RIT Capital Partners plc26
STRATEGIC REPORT
Our SMID-cap theme, represented approximately 7% of NAV at year end, benefitted from
good stock selection. We view this as a segment of the market that has been overlooked
by investors, creating substantial valuation inefficiencies. Top performers were Golar
LNG, whose ships convert natural gas into liquified natural gas and play an important role
in the ongoing energy transition, and Talen Energy, a power utility company benefitting
from digital transformation. For further details on Talen refer to the portfolio insight
on page 27. Additionally, VF Corp, another positive contributor this year, under the
leadership of a new CEO, is undergoing a transformation towards growth and margin
expansion. The largest detractor was Ubisoft, a video game publisher, which delayed
one of their game launches, reducing near-term earnings forecasts.
Our investment in China, which was around 7% of NAV at the end of the year, saw a
strong rebound overturning a challenging multi-year period. Timely additions were made
to our Chinese investments earlier in the year, which benefitted on the back of stimulus
measures announced by the People’s Bank of China in late September, a strong catalyst
for our managers such as Springs Opportunities.
We retain an exposure to Healthcare and Cyclicals (together approximately 5% of NAV),
both of which saw marginally negative returns. After a strong 2023 performance, driven
by stock selection at the manager level and our direct investments, both themes were
impacted by higher interest rates late in the year. During the year, we exited Ward Ferry,
our Asian manager within cyclicals, and reduced HCIF (our long-standing and very
successful healthcare manager).
Portfolio diversification
Aligned with our investment policy, our Quoted Equities portfolio remains well diversified
across themes and regions, offering differing return profiles designed to provide resilience
in the portfolio. This allows us to focus on long-term growth opportunities while still
protecting shareholders’ capital. With this in mind, we do expect that not all aspects of the
portfolio deliver positive returns year-on-year, and that there will be years where certain
areas of the portfolio perform better than others, but we are confident that each area will
perform over its investment horizon.
Estimated based on direct and indirect
exposures (using latest available funds’
reporting at December 2024).
Quoted Equities by region
(% portfolio)
8%
15%
17%
58%
2%
US
Japan
Asia
Europe
Other
Report and Accounts December 2024 RIT Capital Partners plc 27
Talen Energy
Talen is a power producer and infrastructure company whose
assets include the sixth largest nuclear power station in the USA
and conventional power generation assets in the Northeastern
States. It is growing revenues and cash flow through its critical
role in the artificial intelligence value chain as a provider of
carbon-free energy to data centre operators.
Pillar Quoted Equities – Stocks
Theme SMID-cap
Status Exited
Geography United States
Invested date September 2023
Talen was RIT’s largest direct single stock at the beginning of 2024 and saw material
appreciation throughout the year following several catalysts. Since our initial purchase in
September 2023 until we fully exited the position in December 2024, Talen’s share price rose
265%. Given how successful the investment was, we started realising profits as the share
price appreciated.
In March 2024, the company sold its data centre shell (the building housing the IT
infrastructure) and signed a long-term power purchase agreement with Amazon Web
Services, which added approximately $1.5-2bn to the company’s value. Later that month,
the company sold its Texas-based natural gas plants for $785m, above analyst estimates.
In July, the company also listed its stock on the Nasdaq, introducing a new cohort of buyers
of the stock. In September, the company unveiled new 2025/26 targets showing a tripling
in free cashflow. Throughout this period, the power market continued to tighten, with
higher demand supporting the revenue and margin outlook. The company also bought back
approximately 20% of its shares using proceeds from disposals and free cashflow.
The investment exemplifies RIT’s approach of finding undiscovered assets supported
by long-term structural tailwinds in listed markets, with paths to value realisation, led by
motivated and experienced management teams.
PORTFOLIO INSIGHT
STRATEGIC REPORT
Report and Accounts December 2024 RIT Capital Partners plc 27
STRATEGIC REPORTSTRATEGIC REPORT
PORTFOLIO INSIGHT
Report and Accounts December 2024 RIT Capital Partners plc28
Morant Wright
Established in 1999, Morant Wright is an experienced Japan
value manager emphasising small and mid-cap stocks whose
founders have followed Japan for over 30 years. Morant Wright
invests in companies with strong balance sheets that often carry
significant cash and under-monetised assets at valuations under
book value.
Pillar Quoted Equities - Funds
Theme Japan
Status Current investment
Geography Japan
Investment date October 2002
The corporate governance reforms in Japan are designed to encourage companies that
are trading under book value to establish capital efficiency improvement plans to close the
valuation discount. This is broadening in scope, spanning all companies with sub-optimal
capital efficiency, providing powerful structural tailwinds.
Morant Wright’s focus on companies trading under book value with strong balance sheets
favourably positions them to exploit this structural tailwind. Throughout the calendar year,
the fund benefitted from portfolio companies announcing buybacks, higher dividend payout
ratios and the unwinding of cross-shareholdings, spanning industries such as construction,
TV broadcasters and automotive. Our investment with Morant Wright generated a 34% return
during 2024.
STRATEGIC REPORTSTRATEGIC REPORT
Private Investments
Private Investments comprise high quality investments,
sourced directly via our own extensive global
network and through commitments to exceptional
fund managers in specialist strategies. Our direct
investments are typically structured to provide some
downside protection, with the potential to generate
attractive returns over time.
Private Investments - Asset allocation, returns and contribution
2023
% NAV
2024
% NAV
2024
% Return
1
2024
% Contribution
Direct 11.0% 10.1% -0.5% -0.1%
Funds
2
24.9% 23.3% 6.8% 1.9%
Total 35.9% 33.4% 4.8% 1.8%
Private Investments (% NAV)
0.0% 10.0% 20.0% 30.0%
24.9%
23.3%
11.0%
10.1%
Direct
Funds
2024
2023
20-40% NAV
Long-term allocation range
33.4% NAV
31 December 2024
29 Report and Accounts December 2024 RIT Capital Partners plc
1
Returns are estimated local currency returns.
2
The %NAV includes an estimated adjustment to remove publicly traded equities held within the private
investment funds. The return and contribution include the performance of those investments.
Report and Accounts December 2024 RIT Capital Partners plc30
STRATEGIC REPORT
Performance
Overall, Private Investments contributed 1.8% to NAV performance for the year, generating
a return of 4.8%. The portfolio as at 31 December represented 33.4% of NAV, net of an
adjustment to exclude around 4.3% of quoted positions held within funds. Of the total,
23.3% is in third-party funds and 10.1% in direct investments, including co-investments
alongside specialist partners.
The key drivers of performance were:
• positive contribution from our private fund investments, and
• mixed performance from our direct investments, which resulted in flat performance for
the year.
When we closed our December NAV, the direct private investments were all valued
at 31 December 2024. The fund portfolio exhibited the usual industry lag, with over
99% held at the GPs’ 30 September valuations, and the remaining balance at 30 June.
Valuations are typically received two to three months after the quarter end they relate to,
and incorporated into the NAV at that time.
Investment activity
Private Investments were self-funding, with realisations of £170m, investments of
£108m and therefore net inflows of £62m. There were £38m in realisations from direct
investments, including Lede, Infinity and Animoca. The funds generated realisations
of £132m.
During the year, the Private Investment allocation achieved our aim of representing
between a quarter and a third of NAV, from 35.9% at the end of 2023 to 33.4%. With
the portfolio generating a positive return, the reduction in % NAV was achieved largely
through realisations.
Around two-thirds of the realisations were reinvested in the portfolio. In the direct
portfolio, we made an investment in SpaceX, the private space launch and satellite
communications company. In the fund portfolio, we made £91m of follow-on investments
through capital calls from commitments. The fund portfolio saw distributions exceeding
capital calls as the portfolio matured.
Additionally, in January 2025, we exited our investment in Xapo, the first regulated
cryptocurrency bank globally, (representing 0.3% of NAV at the end of the year) at a 37%
uplift to the December holding value. Since our investment in September 2021, Xapo
returned 2.3x our investment and generated an IRR of 28%.
Private Investments - bridge
£ million
December
2023
New
investments Realisations
1
Profit/
loss
Currency
translation
Change in
quoted stock
adjustment
2
December
2024
Funds 892.8 91.4 -132.1 67.4 19.4 -68.8 870.1
Directs 391.7 16.2 -38.1 -1.7 6.5 n/a 374.6
Total 1,284.5 107.6 -170.2 65.7 25.9 -68.8 1,244.7
1
Realisations includes both fund distributions and proceeds from sales.
2
The opening/closing balances for funds are adjusted to exclude estimates of quoted stocks held within these funds of £90m (at 31 December 2023)
and £159m (at 31 December 2024).
STRATEGIC REPORT
Report and Accounts December 2024 RIT Capital Partners plc30
Portfolio summary
The portfolio is well diversified by theme, maturity and geography. There are seven main
themes, enterprise software, fintech, consumer, healthcare and life sciences, AI and
advanced technologies, financial services and industrials. A thematic breakdown of the
estimated top 100 investments in the pillar is highlighted above, along with a few illustrative
investments across each theme.
The portfolio remains reasonably mature, with 69% of the private funds portfolio invested in
vintages 2020 and earlier (see page 32).
Private direct investments
Direct investments, which represented 10.1% of NAV, in aggregate saw flat performance
during the year. Despite the lacklustre contribution this year, we continue to see strong
operating performance and well-funded balance sheets across the companies. We estimate
that 96% of the investments by NAV value are profitable or have a cash runway of greater
than one year. Companies are considered profitable on the basis of either EBITDA (Earnings
Before Interest, Tax, Depreciation and Amortisation), Free Cash Flow or Net Income.
The portfolio saw gains in some of our larger names such as Epic Systems, SpaceX and
Blueground. This was offset by writedowns mostly on our smaller and generally earlier-
stage investments, the majority of which occurred in the first half of the year.
The majority of our direct private investments by value benefit from some form of structural
capital protection. This can be in the form of debt instruments, or in preference ranking to
ordinary shareholders while also retaining equity upside. In such cases we often benefit
from ranking in preference to ordinary shareholders while also retaining equity upside. Our
investments in Motive (our largest direct position) and Lede (further details in the portfolio
insight on page 33) exemplify this approach.
Additionally, the bar for new investments continues to be held very high, with consideration
given only to the most exceptional opportunities.
Top Private Investments by sector (direct investments and through funds)
Enterprise software, 29%
Fintech, 26%
Consumer, 14%
Healthcare & life sciences, 14%
AI & advanced technologies, 8%
Financial services, 7%
Industrials, 2%
This chart provides a breakdown of the
estimated top 100 positions within the private
investment portfolio by sector (including those
held directly and indirectly through funds). The
companies highlighted are representative of
some of the largest positions, spanning both
direct and indirect positions. Estimated based on
the latest available funds reporting at December
2024. Quoted equities held in private investment
funds have been excluded.
Report and Accounts December 2024 RIT Capital Partners plc 31
STRATEGIC REPORT
Private fund investments
Private funds represented 23.3% at the end of the year, net of an adjustment to exclude
around 4.3% of quoted positions held within funds. Our fund investments returned 6.8% and
contributed 1.9% to portfolio performance.
Our five largest private fund managers, Thrive, Iconiq, Greenoaks, Ribbit and BDT Capital,
contributed over 1% to the NAV performance. This was largely driven by an uplift in valuations
reflecting good performance from quoted stocks held by the funds, contributions from new
funding rounds at higher valuations and a few large realisations at premiums to NAV.
Private funds in aggregate saw net distributions for the year of £15m, a change from net calls
of £39m in 2023. With capital calls of £88m and minimal new commitments during the period,
our private fund commitments at the end of December totalled £202m or 5.4% of NAV, down
from £366m or 9.8% of NAV at the start of 2023, and below our 10 year average of 6.2%. The
reduction in uncalled commitments includes commitments which we were able to cancel for
funds outside their investment period. Of the remaining total, £10m relates to commitments
made more than 10 years ago, which we therefore believe are unlikely to be called (see the
charts below for further detail).
Outlook
Throughout 2024, we have seen improving IPO conditions and growth in M&A activity with a
sizeable pickup in Q4. A number of our direct portfolio companies are actively considering and/
or preparing for IPOs, and companies within our fund investments have already gone public,
such as Horizon Robotics, Swiggy and ServiceTitan. ServiceTitan, one of our largest indirect
positions, IPO’d at the high end of its range and closed up 42% on its first day of trading.
During 2024, we’ve also seen an increase in M&A activity in the portfolio, including
Hi-Bio, OpenGov and Supplypike. If the momentum seen in Q4 continues into 2025, we would
expect the portfolio, both in our direct positions and across our fund investments to continue
generating positive realisations.
Private fund NAV
by vintage year (%)
Private fund undrawn
commitments (£m, % NAV)
11%
17%
41%
31%
100
150
200
250
300
350
400
2022
9.8%
8.1%
5.4%
2023 2024
2021-2024
2017-2020
2013-2016
Prior
Report and Accounts December 2024 RIT Capital Partners plc32
STRATEGIC REPORT
The Lede Company
Lede represented an opportunity to invest alongside a core
partner, backing an exceptional management team in a
profitable, debt-free business. Our investment benefitted
from a highly attractive, asymmetrical investment structure,
with meaningful downside protection and a priority on
cash distributions. The structure also benefitted from a 2x
‘liquidation preference’, meaning that in an exit event we
would receive twice our investment before other shareholders
received proceeds.
Pillar Private Investments - Direct
Theme Media
Status Exited, small amount rolled over
Geography United States
Investment date July 2021
Lede is a full-service communications agency with divisions focused on Talent,
Music, Strategic Communications, Brand and Content based in Los Angeles and
New York. The company was formed in 2018 by four seasoned PR executives -
Meredith O’Sullivan, Sarah Rothman, Amanda Silverman and Christine Su.
Lede’s broad client base includes Fortune 500 companies, movie studios,
media conglomerates, technology companies, fashion brands, financial services
firms and labour unions as well as a broad variety of high-profile movie stars,
musicians, political leaders and executives.
Prior to our exit in July 2024, the business had grown EBITDA by around 70%,
and the investment had already returned 63% of our original cost in cash
dividends (net of fees). Following the sale of the majority of our stake in July
2024, the investment has returned 2.5x and generated an IRR of 44% (in GBP).
We have retained a small residual position in Lede.
PORTFOLIO INSIGHT
STRATEGIC REPORT
33 Report and Accounts December 2024 RIT Capital Partners plc
Thrive Capital
An established leader in venture capital with an exceptional
track record of identifying and nurturing transformative
technology companies across stages and sectors including
Stripe, OpenAI, and Spotify. Its disciplined approach to
long-term growth, coupled with a deep network of industry
leaders and founders, ensures sustained value creation and
unparalleled access to innovative opportunities.
Pillar Private Investments - Funds
Theme Digital Transformation
Status Ongoing relationship
Geography Primarily United States
Investment date November 2012
As early investors in the venture asset class, we take pride in our deep network that
helps us spot early talent. We have known and tracked Thrive since its inception, over 15
years ago, when the firm was on very few investors’ radars. In those early years, we were
consistently impressed with Thrive’s ability to identify, access, and help the most promising
technology companies and entrepreneurs across sectors, stages, and geographies that
led to notable early successes including backing Instagram shortly before its acquisition by
Facebook.
We invested with Thrive in 2012 and have been a part of each of their flagship funds since
then. Today, Thrive is a well-known and hard-to-access name in venture capital having
amassed an enviable track record of partnering with many of the generational defining
companies of our time including Stripe, Spotify, OpenAI, Wiz, GitHub, and Oscar Health. RIT
has generated healthy returns on its investment in Thrive.
PORTFOLIO INSIGHT
Report and Accounts December 2024 RIT Capital Partners plc34
STRATEGIC REPORT
Report and Accounts December 2024 RIT Capital Partners plc 35
STRATEGIC REPORTSTRATEGIC REPORT
Uncorrelated Strategies
Our Uncorrelated Strategies aim to generate
consistent returns with lower correlation to equity
markets through the cycle. They include absolute
return and credit investments, as well as some real
assets and government bonds. For absolute return and
credit strategies, we often collaborate with specialist
external managers to access relevant opportunities.
Uncorrelated Strategies - Asset allocation, returns and contribution
2023
% NAV
2024
% NAV
2024
% return
1
2024
% contribution
Absolute return and credit 20.7% 19.4% 8.7% 1.6%
Government bonds and rates 3.2% 2.4% -12.5% -0.5%
Real assets 1.7% 2.0% 2.2% 0.2%
Total 25.6% 23.8% 4.5% 1.3%
Uncorrelated Strategies (% NAV)
0% 10% 20% 30%
1.7%
2.0%
3.2%
2.4%
20.7%
19.4%
Real
assets
Government
bonds and
rates
Absolute
return and
credit
2024
2023
20-40% NAV
Long-term allocation range
23.8% NAV
31 December 2024
1
Returns are estimated local currency returns, taking into account derivatives.
Report and Accounts December 2024 RIT Capital Partners plc36
STRATEGIC REPORT
Performance
Uncorrelated Strategies represented 23.8% of NAV at the end of the year and performed
steadily throughout 2024, contributing 1.3% to the overall portfolio performance and generating
a return of 4.5%.
Key drivers of this performance were:
• good performance from our absolute return and credit funds,
• positive contributions from gold, benefiting from central bank purchases, offset by negative
performance from our investment in carbon credits, and
• additionally, our inflation-protected gilts detracted from performance, impacted by higher-
for-longer rates.
For absolute return and credit strategies, we often work with specialist external managers to
access the opportunities. We aim for a diverse mix of investments, incorporating credit, market
neutral and macro strategies.
This pillar includes investments in interest rate driven assets, government bonds and real
assets, such as investment properties and gold. This diversified approach across different
assets is designed to protect the overall portfolio from volatility, with the ability to act as a
driver of returns during periods of market stress.
Absolute return and credit
Absolute return and credit, the largest component of the pillar at 19.4% of NAV, delivered high
single-digit returns and drove most of the NAV contribution in this pillar.
Credit markets had another positive year in 2024, especially in high-yield, supported by tighter
spreads, low default rates and attractive base rates versus historical averages. New issuance
in high-yield bonds and loans remained strong. Against this backdrop, our partnerships with
specialist managers allowed us to capitalise on idiosyncratic opportunities in European and
Asian credit. As a group, our credit managers delivered returns ahead of high-yield benchmarks
and a key driver of returns in Absolute return and credit (see page 38 for a portfolio insight on
Tresidor).
Our multi-strategy managers have a more flexible mandate, looking for idiosyncratic
opportunities across the capital structure investing both in equity and credit instruments. This
year, as a group, they delivered performance more akin to equity markets.
Our macro managers focus on absolute return. In 2024, they benefited from large market swings on
the back of uncertainty around the path and timing of central bank policy changes and a tight US
presidential election race. In the second half of the year, we fully redeemed from our investment in
Caxton Dynamis.
Our equity market neutral managers also focus on absolute return. They seek to reduce market
exposure risks by taking long and short positions in different stocks, to extract the idiosyncratic
return component of a stock’s share price change. This strategy enables the manager to target
consistent absolute returns with low correlation to equity markets and limited risk of loss. During
the year, we redeemed from a manager after negative performance, and made a new investment
in Bronte Capital, a short-biased global manager.
Government bonds and rates
During the year we held a small position in UK gilts, both as a store of value, and for exposure
to long-term interest rates (which can provide ballast to the portfolio during equity market
volatility). 2024 saw negative returns for global government bonds, as markets pared back
expectations of future rate cuts amid stickier inflation and resilient labour markets. Longer-
term government bond yields rose sharply in the last quarter of the year, particularly in the
UK where concerns over domestic fiscal policies, pushed the 10 and 30-year gilt yields to
multi-decade highs. While our inflation-linked gilts benefit from rising inflation, the impact
was out-weighed by concerns over looser fiscal policy and higher global interest rates,
reducing their overall value.
Real assets
Real assets, representing 2.0% of NAV, had a marginal positive contribution to overall
performance. Gains in gold and other commodities were partially offset by losses in our
carbon credit investments.
While we reduced our position during the year, gold continues to play an important role as
part of our strategic asset allocation, serving as a portfolio diversifier. Gold futures ended up
27% for the year, after gold reached an all time high in late October amid record central bank
purchases and the shift in the Federal Reserve’s monetary policy.
Our investment in California carbon credits, initiated in 2023, detracted from NAV, reversing
the gains seen in the prior year. Bureaucratic delays to the rulemaking announcement and
implementation led to mark-to-market losses as more short-term focused investors exited
their positions. However, the long-term fundamentals for carbon credits have continued
to improve. To meet California’s emissions target, a decline in the supply of carbon credits
is required, which gives us healthy upside potential, while our downside is supported by a
regulated price floor. This creates an asymmetric return profile for our investment.
Report and Accounts December 2024 RIT Capital Partners plc 37
STRATEGIC REPORT
This diversified approach is designed to
protect the overall portfolio from volatility,
with the ability to act as a crucial driver of
returns during periods of market stress.
Tresidor Investment Management
Credit investments play an important role in diversifying our
portfolio. They are particularly attractive when there are high
levels of mispricing in credit markets, as has been the case
throughout 2024. We have been active in credit strategies over
many decades and view the current backdrop of higher interest
rates, retrenchment of corporate bank lending and large volumes
of debt refinancing as a compelling opportunity.
Pillar Uncorrelated Strategies - Credit
Theme Underpriced corporate credit
Status Current investment
Geography Europe
Investment date April 2020
Our partnership with Tresidor Investment Management has enabled the portfolio to benefit from
this environment, taking advantage of mispriced European investments across ‘performing’,
‘stressed’ and ‘distressed’ credit.
Throughout 2024, the portfolio has seen gains from investments across a range of sectors
including, IT services (Atos), insurance and travel (Saga) and financial services (Arrow
Global).
Report and Accounts December 2024 RIT Capital Partners plc38
STRATEGIC REPORT
PORTFOLIO INSIGHT
The chart excludes exposure from currency options. Where available, the exposures in this chart are estimated by
considering the underlying currency exposure of third-party funds rather than by the fund’s currency of denomination.
0% 10% 20% 30% 40% 50% 60% 70%
8.1%
9.7%
Others
Japanese yen
Euro
US dollar
Sterling
4.8%
4.3%
6.5%
2.4%
32.7%
25.7%
47.9%
57.9%
2024
2023
Report and Accounts December 2024 RIT Capital Partners plc 39
STRATEGIC REPORT
Currency
Currency is an important part of our portfolio construction both to manage risk and as an asset
class. Given the global nature of our portfolio, we use currency hedging to reduce currency
translation risk, typically by increasing our levels of sterling to hedge our significant US Dollar-
denominated portfolio.
The impact this year on our portfolio from currency was minimal. Our diversified currency
exposure across the US dollar, Euro, Japanese yen, and other currency pairs, largely balanced
out in 2024, despite volatility in currency markets. The strengthening of the US dollar provided
a tailwind, which offset the weakening of most other currencies against sterling. Including
some minor hedging costs, currency had a slight drag of 0.3% to NAV.
Buybacks
Our conviction in the RIT portfolio remains high, and as such, we have continued to execute
on the Board’s policy to buyback shares at a significant discount to the underlying NAV. Over
the past two years, we have bought back just over 8% of our total share capital. Adding to the
estimated 1.2% NAV per share accretion in 2023, buybacks in 2024 added a further estimated
0.8% benefit to our NAV per share return.
Currency Exposure (% NAV)
Currency and Capital Management
Report and Accounts December 2024 RIT Capital Partners plc40
STRATEGIC REPORT
Balance sheet
Maintaining a healthy balance sheet and access to leverage to enhance shareholder returns is
a core priority. At the year end, we held £194m in liquidity balances, with £40m in committed
but undrawn facilities, and £334m in drawn borrowings. During the year, we finalised a $66m,
three-year term loan with BNP Paribas SA. More information on our borrowings can be found
on page 114. Taking into consideration our cash balances, this represented gearing of 8.9%
calculated using guidance from the Association of Investment Companies (AIC).
Operations and costs
JRCM manages the Group on a day-to-day basis, providing investment management,
administration and company secretarial services. The Manager is also responsible for our
subsidiary, Spencer House Limited (SHL) which maintains and manages the investment
property portfolio, including Spencer House and other properties in St. James’s, and also
operates a profitable events business.
Prudent management of costs is an ongoing priority for our business, carefully balanced with
ensuring we comply with our regulatory obligations, and maintain our ability to source, research
and execute on investment opportunities.
During 2024, we continued to expand our communications and investor relations capabilities
– enhancing disclosures, launching a refreshed website, updating our factsheet, and by
providing more regular updates to shareholders. In order to provide investors with information
on the costs of RIT’s own investment business, we calculate an ongoing charges figure (OCF)
based on recommendations from the AIC. The OCF assumes a static portfolio, with therefore
no transaction costs or direct performance-related compensation. It also excludes the costs of
borrowings deployed to enhance returns. For 2024, RIT’s own OCF was 0.76% (2023: 0.77%);
Further information on this calculation is provided on page 133, with further information on
costs more generally on pages 84, 88 and 98.
Currency and Capital Management
Report and Accounts December 2024 RIT Capital Partners plc 41
STRATEGIC REPORT
We are positioned for growth in 2025 focused on navigating change and
seizing opportunities.
As we enter 2025, we do so with a greater sense of confidence in the global economy.
Consumers and businesses have demonstrated resilience in adapting to higher interest rates,
and central banks - including the Federal Reserve - have now begun to shift toward monetary
easing, albeit at a more measured pace than initially anticipated.
At the same time, structural shifts such as US trade policies and constraints on immigration
in developed markets are creating a negative supply shock, weighing on global growth while
adding inflationary pressures. This dynamic introduces the possibility that the Federal Reserve
may adjust its course on the easing cycle, introducing additional complexity into market
expectations.
Equity markets have delivered two consecutive years of strong returns, leading to elevated
valuations and a highly concentrated performance, driven largely by a handful of dominant
technology stocks. The consensus around “American exceptionalism” is now well-established,
making equities more vulnerable to shifts in sentiment. Against this backdrop, the flexibility in
our approach will be invaluable in navigating the year ahead.
Despite these macroeconomic and also geopolitical uncertainties, we continue to identify
high-conviction investment opportunities that offer attractive entry points. Our investment
strategy remains anchored in transformative megatrends that are shaping the global economy.
The diffusion of technology continues at pace, with AI and digital transformation extending
well beyond traditional tech sectors. In healthcare, advances in biotechnology and medical
innovation are increasing both longevity and quality of life, creating long-term opportunities in
this space. Meanwhile, the world is becoming increasingly multi-polar, with shifting economic
power reshaping supply chains and investment flows. These themes remain central to our
portfolio positioning.
We expect Private Investments to benefit from the momentum seen in the final quarter of last
year. A more favourable regulatory environment should support an acceleration in M&A and
IPO activity, providing monetisation opportunities for the more mature parts of our portfolio. In
Quoted Equities, we remain committed to investing alongside exceptional managers in our core
themes, such as Japan and Healthcare, while also identifying undervalued companies with high
barriers to entry across the large and mid-cap space. There are signs that market leadership
may broaden, which should favour our approach and create opportunities for stock selection.
In Uncorrelated Strategies, we see compelling opportunities in certain areas of the
credit market, particularly where companies without access to financing markets offer
attractive yields with a low probability of permanent capital impairment. At the same time,
a more normalised interest rate environment remains supportive of our macro and equity
market-neutral managers.
Outlook
Report and Accounts December 2024 RIT Capital Partners plc42
STRATEGIC REPORT
Our ability to execute on these opportunities is underpinned by the structural advantages of
RIT’s investment approach. Our access to deep, long-term specialist partnerships provides
privileged entry into investment opportunities across public and private markets. Our flexible
capital structure enables us to move swiftly, deploying capital where we see the most
compelling returns. At the same time, we remain disciplined in our portfolio construction,
integrating our investment pillars with rigorous risk management to ensure a diversified and
resilient portfolio.
Through this approach, we remain focused on delivering long-term capital appreciation
and attractive risk-adjusted returns for shareholders. By positioning ourselves to thrive in
uncertainty, we continue to capture value in an evolving investment landscape, building a
portfolio that is both dynamic and durable for the years ahead.
J. Rothschild Capital Management Limited
Outlook
STRATEGIC REPORT
Investment holdings Country/region Industry/description
Value of
investments
£ million
% of
NAV
Quoted Equities
1
Stocks:
Amazon.com, Inc. United States E-commerce 61.4 1.6%
National Grid plc United Kingdom Utilities 59.6 1.6%
London Stock Exchange Group plc United Kingdom Financial exchanges & data 44.0 1.2%
Intercontinental Exchange, Inc. United States Financial exchanges & data 40.5 1.1%
Coupang, Inc. South Korea E-commerce; 1.4% exposure 40.2 1.0%
CAE Inc. Canada Aerospace & defense 39.1 1.0%
Mastercard, Inc. United States Payments 37.9 1.0%
Melrose Industries plc United Kingdom Aerospace & defense 33.7 0.9%
Smurfit Westrock plc United States Containers & packaging 31.2 0.8%
JPMorgan Chase & Co. United States Diversified Banks 29.3 0.8%
VF Corporation United States Apparel; 1.4% exposure 28.6 0.8%
Tempur Sealy International, Inc. United States Home furnishings; 1.3% exposure 26.7 0.7%
Visa, Inc. United States Payments 25.3 0.7%
Golar LNG Limited United States Oil services; 3.2% exposure 25.0 0.7%
Grifols, S.A. Spain Healthcare 24.0 0.6%
Novonesis A/S Denmark Biosolutions 23.9 0.6%
IWG plc United Kingdom Real estate operating company 22.2 0.6%
Microsoft Corporation United States Software & services; 1.6% exposure 21.5 0.6%
Galderma Group AG Switzerland Pharmaceuticals 20.9 0.6%
JD Sports Fashion plc United Kingdom Retailing 20.7 0.6%
KBR, Inc. United States Professional services; 0.9% exposure 6.8 0.2%
ICON plc United States Life science tools & services; 1.0% exposure 0.8 0.0%
Constellation Energy Corporation United States Utilities; 0.5% exposure (0.3) (0.0)%
Brookfield Corporation United States Financial Services; 0.8% exposure (1.3) (0.0)%
GoDaddy, Inc. United States Software & services; 0.7% exposure (1.4) (0.0)%
Other stocks 69.8 1.8%
Quoted stocks held within private investment funds
2
159.0 4.3%
Total stocks 889.1 23.8%
Funds:
Discerene Global All-cap, value bias 168.7 4.5%
3D Opportunity Japan All-cap, diversified 167.1 4.5%
Blackrock Strategic Equity Global All-cap, diversified 128.0 3.4%
Morant Wright Japan SMID-cap, value bias 102.4 2.7%
Springs Opportunities China All-cap, diversified 83.4 2.2%
HCIF Offshore United States All-cap, healthcare 80.1 2.1%
DG Offshore Global All-cap, healthcare 21.1 0.6%
Tangible Managed Account Global SMID-cap, value bias 15.3 0.4%
Other funds 53.4 1.6%
Total funds 819.5 22.0%
Other:
S&P put options United States Diversified; (5.5)% notional 15.0 0.4%
European basket Europe Aerospace & defense; 1.0% exposure (1.2) (0.0)%
Total other 13.8 0.4%
Total Quoted Equities 1,722.4 46.2%
1
The quoted equity category includes stocks (held directly and via co-investment vehicles), funds and derivatives. As a result, the liquidity of the individual positions
may be influenced by market volumes as well as the redemption terms of the specific funds or co-investment vehicles. Where positions are held, or partially held,
via total return swaps or options, the total exposure to the company is disclosed in the table, including the market value of any cash securities and the delta-
adjusted notional exposure from derivatives. Total net quoted equity exposure at year end was 50.3% including the adjustment described in Footnote 2 below.
2
Adjustment made to include estimated publicly-traded quoted equities held indirectly in private investment funds. These positions are valued based on their most
recent traded price at the statement date of the fund in which they are held.
Investment Portfolio
Report and Accounts December 2024 RIT Capital Partners plc 43
STRATEGIC REPORT
Investment Portfolio
Investment holdings Country/region Industry/description
Value of
investments
£ million
% of
NAV
Private Investments
Private Investments – direct
3
:
Motive United States Enterprise software 84.6 2.3%
Webull United States Fintech 49.9 1.4%
Epic Systems United States Healthcare & life sciences 29.5 0.8%
SpaceX United States AI & advanced technologies 26.4 0.7%
Blueground United States Consumer 23.0 0.6%
Kraken United States Fintech 22.2 0.6%
Xapo Global Fintech 12.0 0.3%
Scale AI United States AI & advanced technologies 11.7 0.3%
Brex United States Fintech 11.3 0.3%
Airtable United States Enterprise software 11.2 0.3%
Anchorage Digital United States Fintech 8.0 0.2%
Everest Global Fintech 7.6 0.2%
Puck United States Consumer 7.2 0.2%
Other private investments - direct 70.0 1.9%
Total Private Investments – direct 374.6 10.1%
Private Investments – funds:
Thrive funds United States Growth equity 156.7 4.2%
Iconiq funds United States Growth equity 113.6 3.0%
Greenoaks Capital funds United States Growth equity 105.0 2.8%
Ribbit Capital funds United States Growth equity 92.7 2.5%
BDT Capital funds United States Private equity 80.8 2.2%
Hillhouse funds China Private equity 56.1 1.5%
Arch Venture funds United States Life sciences 47.4 1.3%
LCV funds United States Early stage 32.0 0.9%
Hunter Point Capital Investors United States Private equity 23.5 0.6%
LionTree Investment Fund United States Private equity 19.4 0.5%
Firstminute Capital funds Europe Early stage 18.4 0.5%
Westcap funds United States Growth equity 17.3 0.5%
Eight Partners funds United States Early stage 14.0 0.4%
Mithril funds United States Growth equity 14.0 0.4%
Sound Ventures funds United States Early stage 13.8 0.4%
Twenty VC funds United States Early stage 12.9 0.3%
Founders funds United States Early stage 9.8 0.3%
Hunter Point Capital United States Private equity 9.4 0.3%
Corsair funds Asia Private equity 9.4 0.3%
Sky9 funds China Early stage 8.9 0.2%
Sequoia Capital funds China Growth equity 8.6 0.2%
Blackstone Tactical Opps United States Private equity 8.4 0.2%
K2 funds Asia Early stage 8.2 0.2%
Innovius Capital fund North America Private & growth equity 8.1 0.2%
Expa Capital United States Early stage 8.0 0.2%
Other private investments - funds 132.7 3.5%
Quoted stocks held within private investment funds
4
(159.0) (4.3)%
Total Private Investments - funds 870.1 23.3%
Total Private Investments 1,244.7 33.4%
3
The private direct book includes investments held through co-investment vehicles managed by a general partner (GP).
4
Adjustment made to exclude estimated publicly-traded quoted equities held indirectly in private investment funds. These positions are valued based on their
most recent traded price at the statement date of the fund in which they are held.
Report and Accounts December 2024 RIT Capital Partners plc44
STRATEGIC REPORT
Investment holdings Country/region Industry/description
Value of
investments
£ million
% of
NAV
Uncorrelated Strategies
Absolute return and credit:
Credit
Tresidor funds Europe Credit 154.9 4.2%
Attestor Value fund Global Credit 112.1 3.0%
ARCM fund Asia Credit 83.6 2.2%
LionTree Advisory loan note United States Credit 32.0 0.9%
Other credit 16.6 0.4%
Total credit 399.2 10.7%
Absolute return:
RIT US Value Partnership Global Multi-strategy 77.4 2.1%
Woodline fund Global Equity market neutral 68.4 1.8%
JJJ Feeder fund Global Macro-strategy 53.7 1.4%
ILEX fund Europe Equity market neutral 46.0 1.2%
Highbridge fund United States Multi-strategy 35.0 0.9%
Bronte Capital Metis fund United States Equity market neutral 30.1 0.8%
Other absolute return 15.0 0.5%
Total absolute return 325.6 8.7%
Total absolute return and credit 724.8 19.4%
Real assets:
St. James's properties United Kingdom Investment property 26.5 0.7%
Spencer House
5
United Kingdom Investment property 25.8 0.7%
California carbon credits United States Commodities; 1.4% exposure 21.0 0.6%
Gold
6
Global Commodities; 2.5% exposure (4.2) (0.1)%
Other real assets 4.4 0.1%
Total real assets 73.5 2.0%
Government bonds and rates:
UK treasury gilts 2068 United Kingdom Government bonds 56.2 1.5%
UK treasury gilts 2027 United Kingdom Government bonds 33.7 0.9%
Total government bonds and rates 89.9 2.4%
Total Uncorrelated Strategies 888.2 23.8%
5
The value of Spencer House includes the contents held within Spencer House, such as furniture, fittings and the fine art portfolio.
6
The exposure to gold is obtained through futures and options.
Investment Portfolio
Report and Accounts December 2024 RIT Capital Partners plc 45
STRATEGIC REPORT
Investment holdings Country/region Industry/description
Value of
investments
£ million
% of
NAV
Currency
Currency forward contracts Various (47.9) (1.3)%
Other currency Various 8.2 0.2%
Total currency (39.7) (1.1)%
Total investments 3,815.6 102.3%
Liquidity, borrowings and other
Liquidity:
Liquidity
7
Cash at bank 193.6 5.2%
Total liquidity 193.6 5.2%
Borrowings:
Short‐term bank borrowings
8
Revolving credit facilities and term loan (200.1) (5.3)%
RIT senior loan notes Fixed interest loan notes (133.8) (3.6)%
Total borrowings (333.9) (8.9)%
Other assets/(liabilities):
Margin 117.3 3.1%
Investments awaiting settlement (40.1) (1.1)%
Other assets/(liabilities) (21.3) (0.6)%
Total other assets/(liabilities) 55.9 1.4%
Total liquidity, borrowings and other (84.4) (2.3)%
Total net asset value 3,731.2 100.0%
7
Liquidity includes cash held within non-consolidated subsidiaries, which is excluded from cash in the Consolidated Balance Sheet.
8
The Group has a revolving credit facility (RCF) with the Industrial and Commercial Bank of China and an RCF and three-year term loan with BNP Paribas SA.
Investment Portfolio
Report and Accounts December 2024 RIT Capital Partners plc46
STRATEGIC REPORT
Risk Management
Risk management and internal control
The principal risks facing RIT are both financial and operational. The
ongoing process for managing the risks, and setting the overall risk
appetite and risk parameters, is the responsibility of the Board and the
Audit and Risk Committee. The risk evaluation is based on an assessment
of the principal and emerging risks facing the Group, and their mitigating
actions. The Manager is responsible for the implementation and day-to-
day management of risk and the system of internal controls throughout
the Group.
The Board sets the portfolio risk parameters within which JRCM operates. This involves an
assessment of the nature and level of risk within the portfolio using qualitative and quantitative
methods. Additional information in relation to the quantum and associated sensitivity of market
risk, credit risk and liquidity risk in accordance with IFRS 7 Financial Instruments: Disclosures, is
shown in Note 13 on pages 103 to 112.
The Board is ultimately responsible for the Group’s system of internal controls, and has delegated
the supervision of the internal control system to the Audit and Risk Committee. Such systems are
designed to manage, rather than eliminate, the risk of failure to achieve business objectives and, as
such, can provide only reasonable and not absolute assurance against any material misstatement or
loss. Further information is provided in the Audit and Risk Committee Report on pages 76 to 78.
As an investment company, RIT is exposed to financial risks inherent in its portfolio, which are
primarily market-related and common to any portfolio with significant exposure to equities and
other financial assets. The ongoing portfolio and risk management includes an assessment
of the macroeconomic and geopolitical factors that can influence market risk, as well as
consideration of investment-specific risk factors.
Your Company’s broad and flexible investment mandate allows the Manager to take a
relatively unconstrained approach to asset allocation and utilise whatever action is considered
appropriate in mitigating any attendant risks to the portfolio.
With a high degree of volatility in markets and continued geopolitical tensions, risk
management remains critical. The portfolio risk management approach undertaken by the
Manager, and considered regularly by the Board, is designed to produce a healthy risk-
adjusted return over the long term, through careful portfolio construction, security selection
and the considered use of hedging.
As an investment business, the vast majority of the day-to-day activities involve the
measurement, evaluation and management of risk and reward. With a corporate objective
which includes an element of capital preservation, the culture and practice of seeking
to protect the NAV from undue participation in down markets through the cycles is well
established. However, it is important to recognise that a carefully designed risk management
and internal control system can only aim to reduce the probability or mitigate the impact; it
cannot remove the risk. With a global investment portfolio having meaningful exposure to
equities, rather than a pure absolute return mandate, RIT’s NAV will not be immune to either
falling markets and/or volatility in currency markets. Equally, with a diversified set of individual
and typically uncorrelated, high return-seeking drivers, the portfolio could encounter occasions
when the level of volatility results in negative alpha in the short term.
Report and Accounts December 2024 RIT Capital Partners plc 47
STRATEGIC REPORT
Risk Management
As a permanent capital vehicle, and unlike open-ended funds, we do not need
to manage the portfolio to meet redemptions. With sizeable assets relative to
our modest borrowings and ongoing liabilities, as confirmed later in this section,
we do not consider the Company’s viability or going concern to represent
principal risks. Nevertheless, and in particular at times of market stress, the
Manager utilises a detailed, day-to-day liquidity risk management framework to
help effectively manage the balance sheet, ensuring sufficient liquidity to meet
portfolio needs.
Operational and other risks include those related to the legal environment,
regulation, taxation, cyber security, climate and other areas where internal or
external factors could result in financial or reputational loss. These are also
managed by JRCM with regular reporting to, and review by, the Audit and Risk
Committee and the Board.
Report and Accounts December 2024 RIT Capital Partners plc48
STRATEGIC REPORT
Risk Management
Principal risks
The Board has carried out a robust assessment of the emerging and
principal risks facing the Company, with input from the Audit and Risk
Committee, as well as the Manager.
Following this assessment, the Board has concluded that there are no material emerging risks, and the principal risks are
described below:
Risk Mitigation
Investment
strategy risk
As an investment company, a key risk is that the
investment strategy, guided by the Investment Policy:
“To invest in a widely diversified, international
portfolio across a range of asset classes, both quoted
and unquoted; to allocate part of the portfolio to
exceptional managers in order to ensure access to
the best external talent available.”
does not deliver the Corporate Objective:
“To deliver long-term capital growth, while preserving
shareholders’ capital; to invest without the constraints
of a formal benchmark, but to deliver for shareholders
increases in capital value in excess of the relevant
indices over time.”
The Board is responsible for monitoring the investment
strategy to ensure it is consistent with the Investment
Policy and appropriate to deliver performance in line
with the Corporate Objective. The Directors receive a
detailed monthly report from the Manager to enable
them to monitor investment performance, attribution, and
exposure. They also receive a comprehensive investment
report from the Manager in advance of the quarterly
Board meetings.
The overall risk appetite is set by the Board, with
portfolio risk managed by JRCM within prescribed limits.
This involves careful assessment of the nature and
level of risk within the portfolio using qualitative and
quantitative methods.
The JRCM Investment Committee meets regularly
to review overall investment performance, portfolio
exposure and significant new investments.
Discount risk
Investment trust shares trade at a price which can be
at a discount or premium relative to their net asset
value. If trading at a discount, there is a risk that a
widening of the discount may result in shareholders
achieving a return which does not reflect the
underlying investment performance of the Company.
To manage this risk, and to reduce the volatility for
shareholders, the Board monitors the level of discount/
premium at which the shares trade and the Group has
authority to buy back its existing shares when deemed
to be in the best interest of the Company and its
shareholders. Buying back shares at a discount signals
the Board’s confidence in the overall approach and the
NAV to shareholders, and is accretive to the NAV per
share return.
In addition, the Group is continuing to invest in
developing its investor relations activity and overall
approach to communications to help ensure that
shareholders have the best understanding of the
strategy and approach to investing.
Report and Accounts December 2024 RIT Capital Partners plc 49
STRATEGIC REPORT
Risk Management
Risk Mitigation
Market risk
Price risk
RIT invests in a number of asset categories including
stocks, equity funds, private investments, absolute
return and credit, real assets, government bonds and
derivatives. The portfolio is therefore exposed to
the risk that the fair value of these investments will
fluctuate because of changes in market prices.
Currency risk
Consistent with the Investment Policy, the
Group invests globally in assets denominated in
currencies other than sterling as well as adjusting
currency exposure to either seek to hedge and/
or enhance returns. This approach exposes the
portfolio to currency risk as a result of changes in
exchange rates.
Interest rate risk
In addition, the Group is exposed to the direct and
indirect impact of changes in interest rates.
Each of the above market risk categories can be
influenced by changes in geopolitical risk.
The Group has a widely diversified investment portfolio
which significantly reduces the exposure to individual
asset price risk. Detailed portfolio valuations and
exposure analysis are prepared regularly and form the
basis for the ongoing risk management and investment
decisions. In addition, regular scenario analysis
is undertaken to assess likely downside risks and
sensitivity to broad market changes, as well as assessing
the underlying correlations amongst the separate
asset classes.
Currency exposure is managed via an overlay strategy,
typically using a combination of currency forwards
and/or options to adjust the natural currency of the
investments in order to achieve a desired net exposure.
The geographic revenue breakdown for stocks as well as
correlations with other asset classes are also considered
as part of our hedging strategy.
Exposure management is undertaken with a variety of
techniques including using equity index and interest
rate futures and options to hedge or to increase equity
and interest rate exposure depending on overall
macroeconomic and market views.
Liquidity risk
Liquidity risk is the risk that the Group will have
difficulty in meeting its obligations in respect of
financial liabilities as they fall due.
The Group has significant investments in and
commitments to direct private investments and funds
which are inherently illiquid. In addition, the Group
holds investments with other third-party organisations
which may require notice periods in order to be
realised. Capital commitments could, in theory, be
drawn with minimal notice. In addition, the Group may
be required to provide additional margin to support
derivative financial instruments.
The Group manages its liquid resources to ensure
sufficient cash is available to meet its expected needs.
It monitors the level of short-term funding and balances
the need for access to such funding and liquidity, with
the long-term funding needs of the Group, and the desire
to achieve investment returns. Covenants embedded
within the banking facilities and long-term notes are
monitored on an ongoing basis for compliance, and form
part of the regular stress tests.
In addition, existing cash reserves, as well as the
significant liquidity that could be realised from the sale
or redemption of portfolio investments and undrawn,
committed borrowings, could all be utilised to meet
short-term funding requirements if necessary. As a
closed-ended company, there is no requirement to
maintain liquidity to service investor redemptions. The
Depositary, BNP Paribas S.A, London Branch (BNP) has
separate responsibilities in monitoring the Company’s
cash flow.
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STRATEGIC REPORT
Risk Mitigation
Credit risk
Credit risk is the risk that a counterparty to a
financial instrument held by the Group will fail to
meet an obligation which could result in a loss to
the Group.
Certain investments held within the absolute return
and credit portfolio are exposed to credit risk,
including in relation to underlying positions held
by funds.
Substantially all of the listed portfolio investments
capable of being held in safe custody, are held by
BNP as custodian and depositary. Bankruptcy or
insolvency of BNP may cause the Group’s rights with
respect to securities held by BNP to be delayed.
Unrealised profit on derivative financial instruments
held by counterparties is potentially exposed
to credit risk in the event of the insolvency of a
broker counterparty.
The majority of the exposure to credit risk within the
absolute return and credit portfolio is indirect exposure
as a result of positions held within funds managed
externally. These are typically diversified portfolios
monitored by the third-party managers themselves,
as well as through JRCM’s ongoing portfolio
management oversight.
Listed transactions are settled on a delivery versus
payment basis using a wide pool of brokers. Cash
holdings and margin balances are also divided between
a number of different financial institutions, whose credit
ratings are regularly monitored.
All assets held directly by the custodian are in fully
segregated client accounts. Other than where local
market regulations do not permit it, these accounts are
designated in RIT’s name. The custodian’s most recent
credit rating was A+ from Standard & Poor’s (S&P).
Key person
dependency
In common with other investment trusts, investment
decisions are the responsibility of a small number of
key individuals within the Manager. If for any reason
the services of these individuals were to become
unavailable, there could be a significant impact on
our business.
This risk is closely monitored by the Board, through
its oversight of the Manager’s incentive schemes (on
which it has received external advice) as well as the
succession plans for key individuals. The potential
impact is also reduced by an experienced Board of
Directors, with distinguished backgrounds in financial
services and business.
Risk Management
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STRATEGIC REPORT
Risk Management
Risk Mitigation
Climate-
related risk
Ongoing climate changes may impact either our
own business, the external managers with whom we
invest, and/ or the underlying portfolio investments.
For our own business this could result in increased
costs of complying with new regulations and/or
changes to the way we operate. Portfolio companies
could see demand pressures, an increased cost of
capital, tighter regulation or increased taxation, all
impacting profitability.
Our ability to make climate-change disclosures may
be impacted by our investment approach if the
external fund managers with whom we invest do not
provide the desired information.
More frequent extreme weather could disrupt
businesses, travel, global supply chains
and profitability.
We do not consider climate-related risks to have
material, specific impacts on our own asset
management businesses as distinct from the
investment portfolio. Our Manager continues to monitor,
and minimise, the climate-related impacts of our
internal operations; we offset the carbon emissions of
this business – categorised as Scope 1 and Scope 2
emissions by the Greenhouse Gas (GHG) Protocol –
through participation in an accredited scheme and we
are taking steps to further develop our understanding
of our indirect emissions impact (categorised as
Scope 3 emissions), including from our investment
portfolio. We have worked with an external advisor
to help us disclose emissions data for our directly
held quoted equities portfolio in our first TCFD Report
(see pages 60 to 65).
JRCM is a signatory to the UN PRI, and the Board
has worked with our Manager to develop JRCM’s
Responsible Investment Framework & Policy, which
incorporates environmental factors into our investment
approach. This allows us to consider the potential wider
impacts of climate change risks to our investments.
We monitor developments in regulation and
disclosures and seek as far as possible to prepare for
future changes.
The Group’s adoption of fair value in relation to its
investments means that the climate-related risks
recognised by market participants are incorporated in
the valuations (see Note 1, Accounting Policies).
Legal and
regulatory
risk
As an investment trust, RIT’s operations are subject
to wide-ranging laws and regulations including in
relation to the FCA UK Listing Rules and Disclosure,
Guidance and Transparency Rules of the FCA’s
Primary Markets function, the Companies Act 2006,
corporate governance codes, as well as continued
compliance with relevant tax legislation, including
ongoing compliance with the rules for investment
trusts. JRCM is authorised and regulated by the FCA
and acts as Alternative Investment Fund Manager.
The financial services sector continues to
experience regulatory change at national and
international levels, including in relation to climate
change. Failure to act in accordance with these
laws and regulations could result in fines, censure
or other losses including taxation or reputational
loss. Co-investments and other arrangements with
related parties may result in conflicts of interest.
The Operational Risk Committee of JRCM provides
oversight of all legal, regulatory and other operational
risks across the Group. This Committee reports key
findings to the JRCM Executive Committee and the
Audit and Risk Committee.
JRCM employs a general counsel and a compliance
officer as well as other personnel with experience of
legal, regulatory, disclosure and taxation matters. In
addition, specialist external advisers are, if required,
engaged to supplement internal resources in relation to
complex, sensitive or emerging matters.
Where necessary, co-investments and other
transactions are subject to review by the
Conflicts Committee.
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STRATEGIC REPORT
Risk Management
Risk Mitigation
Operational
risk
Operational risks are those arising from inadequate
or failed processes, people and systems or other
external factors.
Key operational risks include reliance on third-party
managers and suppliers, dealing errors, processing
failures, pricing or valuation errors, fraud and reliability
of core systems.
Systems and control procedures are the subject of
continued development and regular review including
by internal audit. During the year the Audit and Risk
Committee reviewed, and satisfied itself with, the
Manager’s approach to Group tax compliance, accounting
for share-based payment awards and accounting
journals supporting the financial statements. Further
details on this and internal controls more generally can
be found in the Committee’s Report on pages 76 to 78.
Processes are in place to ensure the recruitment and
ongoing training of appropriately skilled staff within key
operational functions. Suitable remuneration policies are in
place to encourage staff retention and the delivery of the
Group’s objectives over the medium term. Independent
pricing sources are used where available, and performance
is subject to regular monitoring. In relation to more
subjective areas such as private investments and property,
the valuations are estimated by experienced staff and
specialist external managers and valuers using industry
standard approaches, with the final decisions taken by the
independent Valuation Committee, and subject to external
audit as part of the year-end financial statements.
A business continuity and disaster recovery plan is
maintained and includes the ability to use a combination
of an offsite facility and cloud resources to mirror
our production systems in the event of any business
disruption. This was satisfactorily tested during the year.
Report and Accounts December 2024 RIT Capital Partners plc 53
STRATEGIC REPORT
Risk Mitigation
Cyber
security risk
RIT is dependent on technology to support key
business functions and the safeguarding of sensitive
information. As a result, RIT is exposed to the
increasingly sophisticated nature of cyber attacks,
and given the growth in AI and the ability to utilise this
for attempts at fraud and data breaches.
RIT is therefore at risk of potential loss or harm
as a result of significant disruption to information
technology systems, including from a potential cyber
attack, which may result in financial losses, the
inability to perform business-critical functions, loss
or theft of confidential data, and resulting legal or
reputational damage.
Cyber security continues to receive an enhanced
focus, with policies, systems and processes designed
to combat the ongoing risk developments in this area.
Such processes are kept under regular review including
multi-factor authorisation, ensuring effective firewalls,
internet and email gateway security and anti-virus
software. This is complemented with staff awareness
programmes (including periodic mock-phishing
exercises) which monitor and test both the robustness
of our systems as well as the effectiveness of our staff
at identifying potential risks. We also test our IT business
continuity plan at least once every year.
The process for assessing, identifying and managing
cybersecurity risks is managed on a day-to-day basis
by the Manager’s IT team and overseen by the JRCM
Operational Risk Committee. Any material risks are
reported to the Audit and Risk Committee.
The Manager maintains the ‘Cyber Essentials Plus’
security certification, the highest level of certification
offered by the National Cyber Security Centre, the UK
Government’s technical authority for cyber threats. This
review is performed on an annual basis, the most recent
completed in December 2024. Additionally, the Group
has specific insurance in place to cover information
security and cyber risks. The Manager periodically also
engages external consultants to assess the robustness
of its IT systems.
Risk Management
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STRATEGIC REPORT
Going Concern and Viability
Viability statement
In accordance with provision 36 of the AIC Code and as part of an ongoing programme of risk
assessment, the Directors have assessed the prospects of the Group, to the extent that they
are able, over a five-year period. As the Company is a long-term investor, the Directors have
chosen a five-year period as this is viewed as sufficiently long term to provide shareholders
with a meaningful view, without extending the period so far into the future as to undermine the
exercise.
The Directors confirm that they have a reasonable expectation that the Group will continue to
operate and meet its liabilities as they fall due for the next five years.
In making this assessment, the Directors have taken into consideration the principal risks
and mitigants set out in the Risk Management section on pages 47 to 54 and the impact
these might have on the business model, future performance, solvency, liquidity and ongoing
operational resilience (notably cyber security risk and the ability to respond to emerging
technologies in a controlled manner). In addition, the Directors reviewed the following:
• the Group’s current financial position (with total assets at the year end of approximately
£4 billion);
• the nature, composition and liquidity profile of the investment portfolio (including the
significant holdings of liquidity and the value of assets that could be realised within a
relatively short time frame as well as over longer periods);
• the term structure and availability of borrowings (of which drawn borrowings at the year end
totalled £334 million, with committed and undrawn facilities totalling £40 million);
• the ability to satisfy the associated loan covenants, meet the ongoing costs of the business
and fund dividends;
• the level of outstanding capital commitments (primarily to long-term private funds) and the
ongoing distributions from this part of the portfolio; and
• the continued attractiveness to shareholders of the Group’s corporate objective and
investment approach.
As part of the approach, due consideration has been given to the uncertainty inherent in
financial forecasts and, where applicable, reasonable sensitivities have been applied to the
investment portfolio in moderate and severe stress situations, including in relation to equity
market declines, currency movements, the imposition of restrictions on redemptions from
external funds, and the level of capital calls in respect of existing commitments.
“The Directors confirm that they have a
reasonable expectation that the Group will
continue to operate and meet its liabilities as
they fall due for the next five years.”
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STRATEGIC REPORT
Going Concern and Viability
The stress scenarios under which the borrowing covenants would be breached involve severe
equity market declines as well as historically high levels of capital calls. This theoretical
outcome also does not take into account the Company’s ability to adjust the portfolio
composition to avoid a breach, and to work with its lenders in order to either avert a breach
or minimise the consequences. With current gearing of 8.9%, and in the absence of either
a significant adverse change to the regulatory or taxation environment, it is difficult to
reasonably envisage a situation which would threaten the ongoing viability of the Company
over the five-year time frame.
Going concern
Having assessed the emerging and principal risks and the other matters considered in
connection with the Viability Statement, and in particular cash flow forecasts for the period
to 30 June 2026, which is sixteen months from the date of the approval of the financial
statements, what the Group considers its readily realisable securities of £694 million, liquidity
balances totalling £194 million, as well as committed but undrawn borrowings of £40 million,
and the amounts that could be realised from the remainder of the portfolio, the Directors
consider it appropriate to adopt the going concern basis in preparing the financial statements.
The Strategic Report on pages 6 to 65 and the s172(1) statement on page 85 have been
approved by the Board and signed on its behalf by:
Sir James Leigh-Pemberton
Chairman
£194m
liquidity balances at
31 December 2024
8.9%
gearing at
31 December 2024
Report and Accounts December 2024 RIT Capital Partners plc56
STRATEGIC REPORT
Sustainability
Introduction
Our commitment to sustainability and ESG remains a core objective of the Board and is based on
a dual approach: (i) in respect of our internal operations, we aim to be good corporate citizens,
engaging regularly with our stakeholders and minimising our environmental impact; and (ii) the
incorporation of principles of responsible investment into our investment processes for the delivery
of sustainable financial returns from our portfolio.
Stakeholder engagement
The Board recognises the benefits of engaging with its stakeholders in order to ensure that it is
aware, and can take account of, their views during Board discussions and decision making. As
a result, the processes and initiatives below are in place.
Shareholders
In 2024, the Chairman and Senior Independent Director maintained its regular contact with
major shareholders. In addition, we continued to strengthen our marketing and investor
relations capabilities in respect of communication and engagement with all of our shareholders
and also with proxy advisors, corporate governance specialists and analysts. This commitment
to communication and engagement includes:
• numerous shareholder meetings, webinars, and investor presentations;
• publication of annual and interim reports;
• the launch of a new website this year, which provides shareholders with more accessible
and comprehensive information on our business and approach;
• regular reports from the Manager to the Board on its shareholder and analyst meetings to
ensure they understand shareholders’ views of the Company;
• updating the content and format of our monthly Factsheet to accompany our monthly NAV
RNS announcements which provides more performance and portfolio data and commentary
from the Manager on monthly performance and broader macroeconomic observations; and
• regular review of the composition of our share register and receiving feedback from our
brokers, including in the form of an independent survey of shareholder views conducted by
the brokers. We also have a designated email account (investorrelations@ritcap.co.uk) to
enable shareholders to communicate directly with the Group.
In addition to the above, all shareholders have the opportunity to cast their votes in respect of
proposed resolutions at the AGM by proxy, either electronically or by post and are encouraged to
attend the AGM and ask questions of the Directors and the Manager directly.
The Board acknowledges the importance to ESG considerations for shareholders. In
further recognition of this, we have put in place our first report which is aligned with the
recommendations of the Task Force on Climate-related Financial Disclosures, that can be
found on pages 60 to 65.
Employees
We foster a workplace that encourages engagement and open communication among
employees at all levels. Throughout the year, ‘town hall’ meetings for all Group employees
were held, some of which were chaired by the Chairman who is designated as the Director
responsible for engagement with employees. More generally, regular internal communication is
encouraged through team meetings, training sessions, presentations and also social and team-
building events.
Cultivating a supportive and inclusive working environment where all our employees are treated
with dignity and respect, regardless of their gender, age, ethnicity, disability, sexual orientation
or background, is also key. As part of the Group’s diversity and inclusion policies, we incorporate
‘blind’ recruitment practices where a job applicant’s personally identifiable information, such as
name, gender and age is omitted from their CVs to avoid unconscious bias.
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STRATEGIC REPORT
Sustainability
At the year end, our Board composition complied with the recommendations of the Parker
Review, the FTSE Women Leaders Review and the FCA UK Listing Rules reporting requirements
on diversity. The overall employee composition consisted of 38 men and 23 women.
The Manager is also dedicated to nurturing a more diverse talent pool in the asset
management sector, and continues to work with the ’10,000 Interns Foundation’, as well as the
‘Girls Are INvestors’ (GAIN) programme, aimed at championing under-represented talent and
improving gender balance, respectively.
We are committed to the professional development of our employees and we encourage open
and honest communication across the firm. We operate a formal annual appraisal process,
designed to reinforce the Group’s overall strategy and culture, and to ensure that employees
have a clear understanding of their performance and can discuss their goals in order to reach
their full potential. We deem learning required to fulfil an employee’s current role crucial and
also encourage the development of skills and knowledge beyond that. Accordingly, all staff
were required to complete various training modules during the year, including in respect of
diversity and inclusion in the workplace and mental health.
We take all our employees’ wellbeing seriously and have maintained flexible hybrid and remote
working policies. We offer confidential mental health support and a wide range of health and
wellbeing benefits. Further initiatives we have in place include an enhanced maternity leave
programme as well as adoption and shared parental leave.
In addition, there is a clear and independent whistleblowing process for employees to raise any
concerns.
Society and communities
We value the society and communities in which we operate, and our employees have
participated in various charitable initiatives throughout the year. We also facilitate employees
taking advantage of the ‘Give As You Earn’ initiative through which employees can make
personal charitable contributions.
Suppliers
We place a high value on our relationships with a broad group of key suppliers and service
providers including fund managers, our auditor and professional advisers, our custodian/depositary,
bankers, information providers, trading counterparties, and brokers, and continue to be committed
to developing and maintaining sustainable and transparent working relationships over the long
term. We do not tolerate slavery or human trafficking and we are committed to acting ethically and
with integrity in all our business dealings and relationships. In accordance with the Modern Slavery
Act 2015, JRCM publishes a Modern Slavery Statement annually which may be viewed on the
Company’s website: www.ritcap.com.
We ensure these relationships with suppliers, some of whom we have worked with for many
years, are subject to regular review and are refreshed where necessary. Effective management
of our supplier relationships is critical to our ability to deliver on our broad mandate, and we
utilise a combination of formal and informal feedback.
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STRATEGIC REPORT
Sustainability
Responsible investment
Our Manager is a signatory of the UN PRI as of February 2021, and has in place a Responsible
Investment Framework & Policy, which is disclosed to shareholders via the Company website.
This policy sets out how ESG factors form a key part of the due diligence undertaken by the
Manager prior to selecting investments and how these factors are monitored throughout our
holding of the investment. We believe that this policy aligns our Corporate Objective with our
commitment to responsible investment.
Responsible investment approach
Investment due diligence
The Manager is continuously looking for ways to strengthen the integration of sustainable
investment principles into its decision-making processes. Such decision-making always
includes the traditional process of financial analysis associated with the asset class or
investment, as well as an evaluation of key ESG risks. This applies across our three investment
pillars: Quoted Equities, Private Investments, and Uncorrelated Strategies.
Voting policy and escalation
We endeavour to be active owners of companies in which we invest. Save for voting rights on
the Company’s investments held in segregated accounts managed by external managers, who
have control of the voting of those shares, the Manager’s investment department determines
voting on all the resolutions of directly held investee companies and maintains close and
ongoing scrutiny of all aspects of company performance including ESG-related factors.
The Company’s aim is to invest in assets with good corporate governance and robust
leadership, such that, more often than not, we anticipate aligning our votes with management
recommendations. However, we are ready to oppose or abstain from voting on issues or
measures that we feel either fail to adequately meet our principles of responsible investing
and/or do not serve the best interests of the Company and our shareholders. We do not use
proxy advisors.
In 2024, resolutions at 94 shareholder meetings were voted on in respect of our quoted
equities held directly or in a managed account.
Monitoring of, and Engagement with, Investee Companies and Managers
Reflecting our Corporate Objective, many of our investments are for the long term, and the
ongoing relationship with our external managers and investee companies, as well as our regular
evaluation of their approach, is crucial to maintaining active ownership of that investment over
time. Stewardship activities are key tools to address any ESG concerns, and we maintain a
regular dialogue with external managers and companies alike, intervening where we consider
it to be in the Company’s and our shareholder’s best interest. We also seek full portfolio
transparency and request detailed reporting from our external managers, where possible.
In respect of private fund investments, we may have a position on the fund’s limited partner
advisory board which gives us further opportunity to shape ESG and broader risk management
considerations.
Report and Accounts December 2024 RIT Capital Partners plc 59
STRATEGIC REPORT
Sustainability
Task Force on Climate-related Financial Disclosures Report
Executive summary
The Board recognises that climate change is a systemic risk for global financial markets and
climate-related risk has been identified as a principal risk facing the Company (see page 52).
This report is aligned with the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD): (i) in recognition of the value such framework brings in determining climate-
related risks and opportunities across the Group’s operations and portfolio; and (ii) to inform our
shareholders and other stakeholders of our approach to managing financial risks associated with
a changing climate.
Governance
The Board’s oversight of climate-related risks and opportunities
The Board has ultimate oversight of ESG integration, including the risks and opportunities
associated with ESG (which in turn also includes climate).
The Board convenes quarterly, where ESG is a standing item. The Board reviews a quarterly
ESG report that is prepared by the Manager and which documents all ESG considerations for all
applicable new investments as well as reporting on the ongoing monitoring of ESG issues related
to investments we hold in the portfolio. While these ESG considerations do not solely focus on
climate, material climate-related factors relating to a specific investment are addressed where
deemed relevant.
The Manager’s role in assessing and managing climate-related risks and opportunities
The Manager exercises oversight of, and is accountable for, responsible investment practices,
including the integration of material financial and non-financial ESG risks and opportunities into
investment decisions and investment stewardship practices through its Responsible Investment
Framework & Policy. These risks are, where material and relevant, considered for every
investment recommendation submitted to the Investment Committee. Each recommendation
paper will include a section specifically devoted to ESG and sustainability. As part of this, and
where deemed relevant on a case-by-case basis, climate-related risks and opportunities are also
considered during this process.
Given the systemic nature of climate change and its far-reaching impacts on the global economy,
we will continue to consider and evolve our approach to assessing climate-related risks and
opportunities.
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STRATEGIC REPORT
Sustainability
Strategy
To better understand how a changing climate may impact the portfolio, we have conducted a
climate risk assessment that considers the Quoted Equities and Private Investments pillars of the
portfolio (for the purposes of this section, the ‘Investments’), where relevant data is available.
We have omitted the Uncorrelated Strategies pillar from the scope of the analysis due to the
complexities of accurately assessing climate risks associated with this investment pillar.
The analysis considers climate-related risks and opportunities the Investments may be exposed
to using two different climate scenarios which were assessed across three discrete time
horizons. The analysis adopts a sector-and geography-specific lens, which is reflective of the
level of granularity of Investments data that is available to consider these macro-level climate-
related financial risks.
Our analysis was based on the following inputs:
• carbon intensive sectors: Industries that produce high levels of greenhouse gas (GHG)
emissions in their direct operations (Scope 1 and 2 emissions), such as Energy and
Manufacturing.
• non-carbon intensive sectors: Industries with comparatively lower GHG emissions, such as
Information Technology and Healthcare.
• capital intensive sectors: Industries requiring significant investment in physical assets that
form part of direct operations, such as Utilities and Real Estate.
• capital light sectors: Industries requiring comparatively less investment in physical assets and
that typically rely on global interconnected supply chains to provide goods and services, such
as Consumer Staples and Discretionary and Financials.
Climate-related risks fall into two categories as identified by the TCFD:
• transition risks: Business risks that stem from societal and economic shifts as the economy
decarbonises. These include policy and legal, technology, market and reputational risks.
• physical risks: Climate hazards emerging as a result of climate change that can cause
physical damage and financial losses. These can be acute: event-driven, including increased
severity of extreme weather events, or chronic: longer-term shifts in climate patterns, such as
sustained higher average temperatures and sea level rise.
We also considered two climate scenarios from the Network for Greening the Financial System
(NGFS):
• delayed transition: Delayed Transition assumes that actions to reduce global annual GHG
emissions do not begin until 2030. Strong policies are then needed to limit the global average
temperature rise to below 2°C by 2100.
• current policies: Current Policies assumes that only currently implemented policies are
preserved, leading to 3°C increase in the average global temperature rise by 2100.
We did not assess the Investments in a Net Zero 2050 (1.5°C) scenario due to emerging scientific
consensus that this scenario is increasingly unlikely due to the current level of cumulative GHGs
in the atmosphere and the high rate of annual global GHG emissions which show little sign of
reducing at the rate required in this scenario.
It is important to note that the purpose of this scenario analysis is to explore how the Investments
may be impacted in the future under different hypothetical states of the world. This is because
the nature of how climate risks may evolve is inherently uncertain, making it difficult to assess
them using standard risk modelling methodologies. As a result, these findings are not considered
definitive and indicate two possible outcomes based on the assumptions above.
Report and Accounts December 2024 RIT Capital Partners plc 61
STRATEGIC REPORT
Sustainability
The impact of climate-related risks and opportunities on the Investments
Delayed Transition
Time horizon Risk or opportunity Potential impact
2025
Transition risk
Transition risks are experienced by some carbon intensive sectors, although there are
regional and sector variations. Overall, transition risks relating to the Investments are
low given the geographic and sector diversification of the Investments.
Physical risk
Climate change impacts are already being experienced across the world however,
the extent of asset impairment is highly dependent on the region and locality. Capital
intensive sectors within the Investments are vulnerable to operational disruption
and asset impairments given their reliance on physical infrastructure, while capital
light sectors may face business disruption risks where they are reliant on global
supply chains.
2025-2030
Transition risk
Current regulation would remain in place but there is no action to strengthen policies
to curb GHG emissions, resulting in low transition risks to the Investments.
Physical risk
Acute hazards would increase in severity as GHG emissions continue to rise, which
may drive further physical damage and disruption to business operations. These
impacts could reduce global GDP by 4% by 2030 (NGFS, 2024).
1
Increasing instances of extreme heat may present risks that impact both capital
intensive and capital light sectors. Capital intensive sectors would be most susceptible
to operational disruptions from acute climate hazards which could result in asset
impairments, with the greatest financial risks in highly exposed regions and localities.
Capital light sectors such as Information Technology and Telecommunications may
also be impacted through infrastructure vulnerabilities.
Opportunities
Businesses in carbon intensive sectors can mitigate exposure to potential transition
risks by reducing the carbon intensity of operations and upgrading assets to lower-
carbon technologies ahead of legislation. In doing so, businesses may also gain early
mover advantage and increase their market share by capitalising on shifting customer
and consumer preferences.
1
The NGFS acknowledges the uncertainty and limitations of climate and economic modelling, including the inability to model tipping points which indicates financial
impacts may be higher. Potential financial impacts should therefore be acknowledged accordingly.
2
A shadow carbon price is used as a proxy for a variety of different climate policies (including taxes, regulations, subsidies, etc.). In the NGFS Delayed Transition
scenario, it could be $325/tCO
2
e by 2050 (NGFS, 2024).
2030-2050
Transition risk
Abrupt and uncoordinated policymaker actions to phase out high-emitting assets
and rising consumer demand for low-carbon alternatives could intensify financial
risks in the transition to a lower-carbon economy. The sudden introduction of a
global 'shadow' carbon tax
2
modelled in this scenario could disproportionately impact
carbon-intensive sectors, increasing market volatility, accelerating asset retirements
and increasing risks of litigation and fines. Such transition risks could impact up to 2%
of global GDP by 2050 (NGFS, 2024). Predominant exposure within Investments to
non-carbon intensive companies provides resilience.
Physical risk
Physical climate risks are likely to persist despite successful emissions reductions,
driven by the cumulative effects of historic emissions and inertia of the climate
system. This may lead to an 11% reduction in global GDP by 2050 in this scenario
(NGFS, 2024). Key tipping points could also be triggered, directly and indirectly driving
financial risk at a global level. The systemic nature of climate impacts may negatively
impact Investments through asset impairments, supply chain disruptions and market
volatility in all regions for both capital intensive and capital light sectors, reflective of
financial impacts across the global economy.
Opportunities
The transition may create substantial opportunities for low-carbon sectors and
innovators in clean energy technologies. We anticipate the large proportion of
Investments in non-carbon intensive sectors to be well-positioned to attract
investment, meet rising consumer demand and support the shift toward a
sustainable economy.
Report and Accounts December 2024 RIT Capital Partners plc62
STRATEGIC REPORT
Sustainability
Risk Management
Identifying and assessing climate-related risks
All potential investment opportunities undergo ESG due diligence as part of the wider investment
appraisal process, and aspects related to climate risk, such as energy consumption or incoming
regulation, may be reviewed depending on the investment. Our flexible approach enables tailored
assessments that reflect the unique characteristics and risk profiles of individual investments,
with the scope of ESG considerations determined on a case-by-case basis.
When identifying potential investment opportunities in externally managed funds, we require
external managers to provide detailed due diligence as part of the investment process which
includes climate factors, where deemed relevant. This is reviewed by the investment team who
seek to have an informed discussion with the external manager. At times, our ability to access
underlying data may be limited due to the nature of information flows.
In line with our aim to deliver our investment objective, we take a pragmatic approach to
investment in certain sectors. Therefore, in some cases, we may decide not to invest in certain
sectors, companies, or securities, where we believe the potential return does not adequately
compensate for the associated risk.
The organisation’s processes for managing climate-related risks
Our approach to managing and monitoring ESG risks (including climate risks) is decentralised,
allowing greater flexibility in our assessment of investments and subsequent actions. Investment
analysts and other relevant employees of the Manager are responsible for monitoring material
ESG topics and relevant climate risks identified in due diligence and subsequent monitoring and
active ownership of our investments. Potential issues are flagged for discussion internally.
We conduct robust engagement with our investment counterparties across our portfolio,
including with our external managers. In relevant asset classes, ESG is generally a standing
agenda item for every manager meeting. The outputs of ESG-related engagement across
relevant asset classes are collated in our quarterly ESG report which is reviewed by the Executive
Committee of the Manager and the Board.
Time horizon Risk or opportunity Potential impact
2025
Transition risk
In this scenario and time horizon, risk to the Investments is as described in the
Delayed Transition.
Physical risk
2025-2030
Transition risk
In this scenario and time horizon, risk to the Investments is as described in the
Delayed Transition.
Physical risk
2030-2050
Transition risk
Current regulation would remain in place with no further ambition or action to
strengthen policies to curb GHG emissions, which would present low transition risk.
Physical risk
A lack of mitigating actions to limit temperature rise could result in severe increased
physical risks. By 2050, compounding climate risks may trigger interrelated financial
shocks in all regions, threatening significant asset devaluation.
Acute and chronic physical climate risks could cause losses exceeding 8% and 15% of
GDP, respectively (NGFS, 2024). This would have significant impacts on the financial
system at a global level, affecting both capital intensive and capital light sectors in the
Investments. While the certainty and timing of key tipping point breaches are unknown,
if triggered, these could cause widespread climate disruption and asset impairment.
Current Policies
Report and Accounts December 2024 RIT Capital Partners plc 63
STRATEGIC REPORT
Sustainability
How processes for identifying, assessing, and managing climate-related risks are integrated into
the organisation’s overall risk management
Climate-related risks are not systematically integrated in our risk management framework.
However, we recognise that as a widely diversified owner of an international portfolio, we are
exposed to the systemic risks that climate change poses to the global economy. Since these
are expected to manifest themselves through financial risks, we believe that our current risk
monitoring processes will enable us to mitigate these.
Metrics and Targets
Operational emissions
As an investment company based in a single office with 61 employees, we recognise that the
Group’s climate impact predominantly relates to our Scope 3 portfolio emissions. However, we
know that we also have a part to play in reducing our Scope 1 and 2 GHG emissions for which we
are directly responsible to support a sustainable future.
This year, we have taken steps to expand the monitoring of our operational emissions beyond
Scope 1 and 2 to include Scope 3 emissions associated with employee commuting and business
travel. While this increases our overall operational emissions profile compared to last year, it
provides a more accurate representation of our impact on the environment. Understanding and
calculating our emissions will allow us to work towards a decarbonisation strategy in the coming
years. At our main office site, we procure 100% of our electricity from renewable sources, we
have installed air-source heat pumps, and we use low emission LED lighting across all of our
buildings. In addition, we have a ‘zero-to-landfill’ waste and recycling policy as part of our efforts
to responsibly manage waste.
We recognise the need to reduce our operational emissions. While we continue our long-term
emissions reduction efforts, in the short-term we actively engage in an accredited carbon offset
scheme with Carbon Neutral Britain. We offset our Scope 1 and 2 GHG emissions through the
Woodland Fund portfolio, a verified carbon offsetting project. In 2024, the Group received a
Carbon Neutral Britain Certification and is currently certified as carbon neutral for Scope 1 and 2
GHG emissions.
Scope Activity
Total emissions (tCO
2
e)
2023 2024
Scope 1
Gas 27 29
Scope 2
Purchased electricity 67 72
Scope 3
Employee commuting
1
N/A 44
Business travel
2
N/A 119
Total
94 264
1
Calculated based on questionnaire responses including distance travelled.
2
Calculated based on activity data based on distance travelled and ticket class, as well as spend data using product,
service, and market sector methodology.
Our scopes 1 and 2 GHG emissions are calculated for the Group under the financial control
approach and in accordance with ISO 14064-1: 2018 standard using the 2024 GHG conversion
factors developed by the UK government. Scope 3 GHG emissions are calculated for the Group
under the operational control approach and in accordance with ISO 14064-1: 2018 standard using
the 2024 GHG conversion factors developed by the UK government and EXIOBASE.
Report and Accounts December 2024 RIT Capital Partners plc64
STRATEGIC REPORT
Scope 3 portfolio emissions
To support our inaugural TCFD report and the management of climate-risks and opportunities,
we have begun to calculate our Scope 3 portfolio emissions. However, due to wider industry
challenges regarding the availability of accurate emissions data, we have focused on the directly
held quoted equities portion of the portfolio, representing £502 million of assets, where the
required investee emissions data is publicly available.
As part of our efforts to strengthen the management of climate risks, we will continue to engage
with our external managers, private investee companies and other relevant counterparties to
facilitate GHG emissions data collection in line with appropriate global standards.
Scope 3 portfolio metrics (directly held quoted equities)
1
31 December 2024
2
Total absolute carbon emissions (tCO2e)
3
10,761.0
Weighted average carbon intensity (WACI)
(tCO2e/£m revenue)
82.8
Carbon footprint (tCO2e/£m invested)
3
21.4
1
Excludes delisted and unquoted securities as well as those companies where Scope 1 and 2 emissions are not disclosed.
2
Per TCFD recommendations, the calculations use the latest available financial and carbon accounting reports for each
company.
3
Using an equity ownership approach based on enterprise value including cash (EVIC).
We note that the metrics are calculated from the directly held listed equities portion of the
portfolio at a point in time, consistent with guidance issued by the Partnership for Carbon
Accounting Financials, endorsed by the TCFD. Therefore, the metrics do not reflect the
composition of such portion of the portfolio throughout the year. The metrics have been
calculated based on publicly available data, and may include GHG emissions disclosed by the
relevant companies for reference periods earlier than 2024. The data will nonetheless provide
an opportunity to understand that portion of the directly held listed equities portfolio’s emissions
profile and help inform our wider approach to managing climate-related risks.
Sustainability
Report and Accounts December 2024 RIT Capital Partners plc 65
Governance
Report and Accounts December 2024 RIT Capital Partners plc66
Purposefully
designed.
Expertly
executed.
68 Board of Directors
70 JRCM Executive Committee
71 Corporate Governance Report
76 Audit and Risk Committee Report
79 Directors’ Remuneration Report
83 Directors’ Report
Report and Accounts December 2024 RIT Capital Partners plc 67
GOVERNANCE
I
Independent Director
NI
Non-Independent Director
A
Audit and Risk Committee member
C
Conflicts Committee member
N
Nominations Committee member
R
Remuneration Committee member
V
Valuation Committee member
Committee Chair
Board of Directors
Sir James Leigh-Pemberton is non-executive Chairman having joined the
Board of the Company as a non-executive Director in April 2019. He is
Chairman of the Nominations Committee and a member of the Conflicts,
Remuneration and Valuation Committees. He previously served as an
independent non-executive Director of the Company from 2004 to 2013.
Sir James joined UK Financial Investments (UKFI) in October 2013 as Chief
Executive and in January 2014 was appointed Executive Chairman. On 1 April
2016 he became Non-Executive Chairman of UKFI. Following the merger of
UKFI and UK Government Investments (UKGI), he became Deputy Chairman of
UKGI, a position he held until September 2022.
Before joining UKFI, Sir James was Managing Director and Chief Executive
Officer of Credit Suisse in the UK, based in London. In this role, he was
responsible for developing the Bank’s client relationships in Private Banking,
Investment Banking and Asset Management in the UK. He was also a
member of the Credit Suisse Europe, Middle East & Africa (EMEA) Operating
Committee. He joined Credit Suisse First Boston (CSFB) in 1994. Prior to
joining CSFB, he was a Director of SG Warburg Securities, where he worked
for 15 years.
In the 2019 New Year Honours List, Sir James received a knighthood for
services to financial services, British industry and government.
Vikas Karlekar joined the Board as a non-executive Director in August 2022
and is a member of the Audit and Risk Committee.
He is a qualified chartered accountant, and a graduate of the London School
of Economics specialising in Management Sciences and has held a number of
senior finance roles across the financial services industry. Vikas is currently
Managing Director of Group Finance at Intermediate Capital Group PLC, a
UK listed asset manager specialising in private markets, covering all aspects
of financial and regulatory reporting, valuation governance, key accounting
judgments, financial planning and analysis, and platform and operating model
transformation. In addition, he is a member of the Board of Trustees, and
Treasurer, of the Pepal Foundation, a charity focused on bringing together
NGOs and global corporations to develop leaders and find practical solutions
to challenging social issues.
Vikas previously spent 10 years at Barclays in a series of pan finance
leadership roles, including Global Finance Controller for Barclays International
Division, managing all aspects of financials, key accounting decisions,
valuations, driving technology and process improvements, and leading key
regulatory relationships. He also spent 13 years at UBS Investment Bank, in
both London and New York in various finance leadership roles. Vikas qualified
as a chartered accountant with KPMG.
Helena Coles joined the Board as a non-executive director in October 2024.
She is a member of the Audit and Risk Committee. Helena has extensive
experience in global public equities and was a co-founder of Rexiter Capital
Management (in joint venture with State Street Global Advisors), a boutique
firm specialising in Asia and emerging markets. Prior to that, she held senior
roles at Kleinwort Benson and Swiss Bank Corporation in asset management
and investment banking.
Helena is a non-executive director of HgCapital Trust plc, JPMorgan Emerging
Markets Investment Trust plc and Schroder Japan Trust plc. She is a member
of the investment committee of the Joseph Rowntree Charitable Trust and
was previously their Independent Investment Adviser for many years. She
was also a non-executive director of Shaftesbury Capital plc. Helena has also
held roles at the Prudential Regulation Authority in banking supervision and at
Fidelity International in sustainable investing.
Philippe Costeletos joined the Board as a non-executive Director in July 2017
and became its Senior Independent Director in April 2019. He is Chair of the
Remuneration and Conflicts Committees and a member of the Audit and Risk,
Nominations, and Valuation Committees.
He has over 30 years’ of private investment and board governance experience
and is Founder of Stemar Capital Partners (SCP), a private investment firm
focused on building long-term investment platforms. Philippe was formerly
Senior Advisor of the Blackstone Group and Chair of International of Colony
Capital. Previously, he was Head of Europe at TPG and a member of TPG’s
Global Management and Investment Committees. Prior to that, Philippe was
a Member of the Management Committee at Investcorp. Previously, Philippe
held positions at JP Morgan Capital, JP Morgan’s Private Equity Group.
Philippe is Chair of Tambre Fertility Clinics and Zeno Partners and a board
member of AutoHellas, Colosseum Dental Group, Imagine Mortgages and
Vangest Group. Philippe serves as a member of the Yale University Council
and the President’s Council on International Activities. He graduated magna
cum laude with a BA with distinction in Mathematics from Yale University and
received an MBA from Columbia University.
Non-Executive Chairman
Sir James Leigh-Pemberton
Joined Board: April 2019
I C N R V
Non-Executive Director
Helena Coles
Joined Board: October 2024
I A
Non-Executive Director
Vikas Karlekar
Joined Board: August 2022
I A
Senior Independent Director
Philippe Costeletos
Joined Board: July 2017
I A C N R V
Report and Accounts December 2024 RIT Capital Partners plc68
GOVERNANCE
Cecilia joined the board as a non-executive director in August 2022. She was
appointed as Chair of the Valuation Committee in September 2023.
She has held senior investment roles for banks and hedge funds including
Centaurus Capital, Barclays Capital and Royal Bank of Scotland. Her
investment experience encompasses several alternative asset classes
including distressed debt, private equity and credit.
Cecilia holds a number of non-executive roles including Senior Independent
Director of Northern 2 VCT plc, Audit Chair of Polar Capital Global
Financials Trust plc, and Independent Non-Executive Director (INED) of
Eurobank Cyprus.
Her former non-executive roles include INED of Alcentra Limited, an asset
manager specialising in sub investment grade credit, a member of the
Industrial Development Advisory Board, advising on grants to UK businesses
and Chair of the Finance and General Purposes Committee for English
National Ballet.
She qualified as a chartered accountant with Peat Marwick (now KPMG)
in Glasgow.
Dame Hannah Rothschild DBE, CBE joined the Board of the Company as a
non-independent non-executive Director in August 2013 and is a member of
the Nominations Committee.
In addition, she is a non-executive director of WHAM, a Director of Five Arrows
Limited and serves as Chair of the Rothschild Foundation.
Dame Hannah is an award-winning writer and filmmaker with a long-standing
career in the media. She was the first woman to chair the Trustees of the
National Gallery.
In the 2018 Queen’s Birthday Honours, Dame Hannah was appointed
Commander of the Order of the British Empire (CBE) for services to the arts
and to philanthropy and was also awarded a damehood (DBE) in the King’s
2024 Birthday Honours list for her contribution and services to charity, arts
and culture.
Jutta af Rosenborg joined the Board as a non-executive Director in May 2022.
She is Chair of the Audit and Risk Committee, and is a member of the Conflicts
Committee, Remuneration Committee, and Valuation Committee.
She is a qualified Danish state-authorised public accountant and holds a
Master’s degree in Business Economics and Auditing from Copenhagen
Business School and has held a number of senior roles in group finance,
auditing and risk management.
Jutta is a member of the supervisory board of BBGI Global Infrastructure S.A.,
where she chairs the audit committee. She was previously a non-executive
director at JPMorgan European Growth & Income plc, Nilfisk Holding A/S,
abrdn plc (formerly Standard Life Aberdeen plc) and NKT A/S, and was also
executive vice president, chief financial officer of ALK Abelló A/S and Chair of
Det Danske Klasselotteri A/S.
André Perold joined the Board of the Company as a non-executive Director in
April 2018 and is a member of the Audit and Risk Committee.
André is Co-Founder, Partner and Chief Investment Officer of HighVista
Strategies, a Boston based investment firm. He is a board member of the
Vanguard Group, the global investment company. He was previously the
George Gund Professor of Finance and Banking at the Harvard Business
School where he also held senior roles including Chair of the Finance Faculty
and Senior Associate Dean.
Board of Directors
Non-Executive Director
Cecilia McAnulty
Joined Board: August 2022
I V
Non-Executive Director
André Perold
Joined Board: April 2018
I A
Non-Executive Director
Jutta af Rosenborg
Joined Board: May 2022
VI A C R
Non-Executive Director
Dame Hannah Rothschild DBE, CBE
Joined Board: August 2013
NI N
Report and Accounts December 2024 RIT Capital Partners plc 69
GOVERNANCE
JRCM Executive Committee
JRCM
Maggie Fanari is the Chair and Chief Executive Officer at J. Rothschild Capital
Management Limited.
Maggie was previously Senior Managing Director, Global Group Head High
Conviction Equities at Ontario Teachers’ Pension Plan which has a global
mandate to invest in public and private companies.
She started her career as an auditor at KPMG and previously worked in equity
research at Scotia Capital.
Maggie is a chartered accountant and a CFA charterholder. She also holds
a BBA from the Schulich School of Business at York University and ICD.D
certification from the Institute of Corporate Directors.
Maggie was previously a non-executive director on the Board of RIT Capital
Partners plc from April 2019 to February 2024.
Andrew Jones is the Chief Financial & Operating Officer at J. Rothschild
Capital Management Limited.
He is responsible for the Group’s financial activities and its operations. Prior to
joining JRCM in 2008, he spent three years in venture capital and four years
at Nomura, advising on its private equity investments as well as risk, global
corporate development and strategy.
A Fellow of the ICAEW, he qualified as a chartered accountant with Deloitte
where he spent time in audit before specialising in corporate finance and
valuation advice. Andrew was previously a member of the ICAEW’s Valuation
Advisory Group and is a member of the audit committee of the British
Academy.
Nicholas Khuu is the Chief Investment Officer at J. Rothschild Capital
Management Limited.
Prior to joining JRCM in 2020, Nicholas was a Managing Director at Adi
Capital Management, where he oversaw investments across a broad range of
industries and geographies. From 2008 to 2013, he was a senior professional
at Knighthead Capital Management, where he invested in bonds, bank loans
and special situation credits and equities.
Prior to this, he worked at Dune Capital Management, a multi-strategy
investment firm, and at IFL, a strategic advisory firm. Nicholas began his
career in the Investment Banking Division at J.P. Morgan.
Chief Executive Officer
Maggie Fanari
Chief Investment Officer
Nicholas Khuu
Chief Financial
& Operating Officer
Andrew Jones
Report and Accounts December 2024 RIT Capital Partners plc70
GOVERNANCE
Introduction
The Directors present the Company’s Corporate Governance Report.
This describes our principal governance bodies, their composition,
purpose and operation within the context of the Principles and
Provisions of the Association of Investment Companies (AIC) Code
of Corporate Governance (AIC Code) and the 2018 UK Corporate
Governance Code (UK Code) of the Financial Reporting Council
(FRC), which can be viewed at www.theaic.co.uk and www.frc.org.uk
respectively (the Codes).
The AIC Code, which has been endorsed by the FRC, adapts the
Principles and Provisions of the UK Code to make them relevant for
investment companies. The Board of Directors therefore considers
the AIC Code to represent the most appropriate governance
framework for the Company, while recognising that as a self-managed
investment trust, aspects of the UK Code remain relevant. This report
sets out how the Company has applied the relevant principles of the
Codes during the financial year ending 31 December 2024.
The FRC published a revised UK Code in 2024, which subsequently
resulted in corresponding changes to the AIC Code. The Company
will report on how it complies with the revised corporate governance
codes, when they take effect for the financial year commencing
1 January 2025. We do not believe these changes will materially affect
the way in which we conduct our business.
Leadership
The Company has a non-executive Board, chaired by Sir James
Leigh-Pemberton. The Board is collectively responsible for setting the
Company’s long-term strategic aims, and its ongoing business and
investment strategies. The schedule of matters reserved for the Board
may be viewed on the website, www.ritcap.com.
The day-to-day management of the business is delegated under a
formal agreement to JRCM, the Company’s subsidiary and Manager.
JRCM is managed by its Executive Committee, who attend the
regular Board meetings and provide detailed reports on investment
performance as well as all operational and financial matters of the
Group. JRCM also attends and reports to Board Committee meetings.
As our Manager is a wholly-owned subsidiary of the Company, the
Board considers that this approach provides the most effective means
to constructively challenge and scrutinise all aspects of the Manager’s
performance. It ensures all Directors are regularly involved in the
process, rather than delegating this responsibility to a selection of
Directors through a separate management engagement committee.
As at the date of this Report, the Board comprised eight non-
executive Directors, of which seven have been determined by
the Board to be independent, with one, Dame Hannah Rothschild,
designated as non-independent.
The Company has in place a structure of five Board Committees, with
clearly defined responsibilities set out in their respective terms of
reference, and which may all be viewed on the Company’s website.
This is intended to limit the scope for an individual, or a small group
of individuals, to dominate the Board’s decision making. The structure
of permanent Board Committees, together with the delegation of
investment management, administration and company secretarial
matters to the Manager, is considered by the Board as appropriate for
a self-managed investment trust on an ongoing basis.
As Chairman of the Board, Sir James Leigh-Pemberton is responsible
for its leadership and effectiveness in dealing with the matters
reserved for its decision with adequate time for consideration. This
includes ensuring a culture of openness and debate and that Directors
are properly briefed on issues arising at Board meetings. The
Chairman is also responsible for ensuring effective communication
with shareholders, making Directors aware of any concerns raised by
shareholders and for facilitating the contribution of the Directors.
The current members of the five Board Committees are as follows:
Audit and Risk Committee
Jutta af Rosenborg (Chair)
Helena Coles
Philippe Costeletos
Vikas Karlekar
André Perold
Remuneration Committee
Philippe Costeletos (Chair)
Sir James Leigh-Pemberton
Jutta af Rosenborg
Conflicts Committee
Philippe Costeletos (Chair)
Sir James Leigh-Pemberton
Jutta af Rosenborg
Valuation Committee
Cecilia McAnulty (Chair)
Philippe Costeletos
Sir James Leigh-Pemberton
Jutta af Rosenborg
Nominations Committee
Sir James Leigh-Pemberton (Chair)
Philippe Costeletos
Dame Hannah Rothschild
Corporate Governance Report
Report and Accounts December 2024 RIT Capital Partners plc 71
GOVERNANCE
Corporate Governance Report
Board and Committee attendance
The Board and Committee attendance of the Directors at meetings in 2024 is shown below. In each case the number of meetings attended is
shown first, followed by the number of meetings that the Director was eligible to attend. All Directors receive papers and agendas before Board
and Committee meetings they are eligible to attend. Where a Director is unable to attend a meeting, they are encouraged to give the Chairman
or relevant Committee Chair their views in advance.
Board Audit and Risk Conflicts Nominations Remuneration Valuation
Number of meetings held during the year 6 5 1 1 3 2
Chairman
Sir James Leigh-Pemberton 6/6 – 1/1 1/1 3/3 2/2
Non-executive Directors
Helena Coles
1
2/2 1/1 – – – –
Philippe Costeletos 6/6 5/5 1/1 1/1 3/3 2/2
Maggie Fanari
2
1/1 – – – 0/1
3
–
Vikas Karlekar 6/6 5/5 – – – –
Cecilia McAnulty 6/6 – – – – 2/2
André Perold 4/6 5/5 – – – –
Jutta af Rosenborg
4
6/6 5/5 1/1 – 2/2 2/2
Dame Hannah Rothschild 6/6 – – 1/1 – –
1
Appointed as a Director and member of the Audit and Risk Committee on 9 October 2024.
2
Retired as a Director on 29 February 2024 to join JRCM as CEO.
3
Maggie Fanari recused herself from this meeting.
4
Appointed to: (i) the Remuneration Committee on 23 October 2024; and (ii) Conflicts Committee on 13 November 2024.
The Audit and Risk Committee
The Audit and Risk Committee Report is shown on pages 76 to 78.
The Committee has five members, all of whom are viewed by the
Board as having recent and relevant financial experience. Helena
Coles was appointed to the Committee on 9 October 2024.
The main features of the Group’s internal controls and risk
management are described in the Audit and Risk Committee Report on
pages 76 to 78, in Risk Management on pages 47 to 54, and in Going
Concern and Viability on pages 55 to 56.
The Conflicts Committee
The Conflicts Committee meets at least once a year on a formal,
scheduled basis and on other occasions as and when required. The
Committee is chaired by the Senior Independent Director, Philippe
Costeletos, and is comprised solely of independent Directors.
The Committee’s principal responsibility is to monitor transactions with
related parties (as described in Note 17) and to ensure that potential
conflicts of interest are avoided, or managed appropriately.
The Nominations Committee
The Nominations Committee meets at least once each year and on
additional occasions as required. The Committee is chaired by Sir
James Leigh-Pemberton. In accordance with the AIC Code, a majority
of its members are independent non-executive Directors.
Its responsibilities include overseeing the process of the appointment
of new Directors to the Board, overall Board composition, succession
planning, monitoring progress on diversity and other matters set out in
its terms of reference.
The Committee is mindful of Board balance, experience and diversity
when considering appointments to the Board and is responsible
for identifying suitable Board candidates, including considering
candidates from a wide range of backgrounds and experiences. In
terms of succession planning, the Committee acknowledges the
importance and benefits of diversity, especially in respect of gender
and ethnicity and the Committee is responsible for the implementation
of the Board’s Diversity and Inclusion Policy, which may be viewed on
the Company’s website.
Report and Accounts December 2024 RIT Capital Partners plc72
GOVERNANCE
Corporate Governance Report
The Nominations Committee
The Nominations Committee is responsible for implementing the
Board’s succession planning. In 2024, the Committee oversaw the
process to appoint Helena Coles to the Board and the Audit and Risk
Committee on 9 October 2024. Her asset management experience
and knowledge of global public equities complement the skills of
the Board. In addition, further to Maggie Fanari’s retirement from the
Board to join JRCM as CEO, it was determined that Jutta af Rosenborg
had the requisite skills and experience to replace her as a member of
the Conflicts and Remuneration Committees.
Following Sir James Leigh-Pemberton’s decision not to stand for re-
election at the forthcoming AGM, the Board, led by the Nominations
Committee, implemented its succession planning processes in respect
of the Chairman. This resulted in the Board recommendation, subject
to shareholder approval at the AGM, of the Senior Independent
Director, Philippe Costeletos, succeeding Sir James.
Gender identity reporting under LR6.6.6R(10)
Number of
Board
members
Percentage
of the
Board
Number
of senior
positions on
the Board
(CEO, CFO, SID
and Chair)
Men 4 50%
Not applicable
see note
1
Women 4 50%
Not specified/prefer not
to say – –
Ethnic background reporting under LR6.6.6R(10)
Number of
Board
members
Percentage
of the
Board
Number
of senior
positions on
the Board
(CEO, CFO, SID
and Chair)
White British or other
White (including minority
white groups) 6 75%
Not applicable
see note
1
Mixed/Multiple Ethnic
Groups – –
Asian/Asian British 2 25%
Black/African/
Caribbean/Black British – –
Other ethnic groups – –
1
As a Board comprising non-executive Directors, it does not have executive management
functions, specifically a CEO or CFO. The Chairman and the SID are both men. However,
the Company considers the Chairs of Board Committees to be senior board positions. The
Chairs of the Audit and Risk, and Valuation Committees are held by women.
The Committee continuously monitors Board composition to ensure it
has the right skillset and breadth of experience with which to function
as an effective Board. The current composition of the Board complies
with its own Diversity and Inclusion Policy, which includes meeting
the gender and/or ethnic diversity recommendations of both the
Parker Review and FTSE Women Leaders. Furthermore, in accordance
with FCA UK Listing Rule 6.6.6R(9)(a), as at the date of this report
50% of our Board are women and two Directors are from an ethnic
minority background. The Chairs of the Audit and Risk, and Valuation
Committees are held by women. The Company considers being
Chair of a Board Committee to be a senior Board position for a Board
comprising non-executive Directors. Data from the adjacent tables
was obtained on a voluntary self-reporting basis.
The Remuneration Committee
The Directors’ Remuneration Report is shown on pages 79 to 82.
The Valuation Committee
The Valuation Committee comprises four Directors, all of whom are
independent, and with appropriate experience. The Committee plays
a key role in providing the Board with assurance that the valuation
process is rigorous and independently challenged.
The Committee is chaired by Cecilia McAnulty. It meets at least twice
each year and additionally as may be required. In 2024, it met on two
occasions. The Committee’s principal responsibility is to review the
Company’s direct private and other investments to ensure that they
are presented in the annual and half-yearly accounts at fair value.
As a result of the inherent subjectivity of the valuation of private
investments, these form a key area of focus for the Committee.
At each meeting, the Committee reviews a detailed report from the
Manager which includes: a valuation report on each of the largest
directly-held private investments, including information on the
companies’ performance and valuation and/or the GP’s valuation
where relevant; a sample and overall summary of the valuation of
the smaller directly-held private investments; a valuation report from
Jones Lang LaSalle (JLL) in relation to the Company’s investment
properties; the valuation approach for the remainder of the portfolio,
including an analysis of the Company’s investments in private funds;
and a valuation of the Company’s loan notes.
As part of its review and challenge, the Committee considers: the
consistency of the Manager’s approach over time; the relevance and
appropriateness of the valuation techniques adopted; and a review of
the differences between the price achieved at a liquidity event and
the most recent valuation prior to the event.
Effectiveness and evaluation
Many of the Directors have held or hold senior positions in the
financial services industry, including at prominent investment banks
or asset management companies. In addition, there are Directors with
considerable experience beyond these areas. The biographies of
the Directors and the JRCM Executive Committee on pages 68 to 70
demonstrate a strength of experience in the areas required to oversee
and implement the Company’s strategic, investment and operational
aims.
Report and Accounts December 2024 RIT Capital Partners plc 73
Corporate Governance Report
The process for the appointment of new Directors to the Board is the
responsibility of the Nominations Committee, as is their induction and
ensuring, on an ongoing basis, that each Director is able to allocate
sufficient time to the Company to discharge their responsibilities
effectively. As part of the wider annual evaluation of the Board,
length of service is a key consideration when assessing the general
requirements to regularly refresh the membership, diversity and
overall composition of the Board.
JRCM provided relevant and timely information on the financial, legal
and regulatory developments during 2024, including in the papers
and presentations provided at Board and Committee meetings. The
Manager also facilitates an annual ‘away day’ for the Board, where
a number of ‘deep dive’ sessions are held on Group strategic issues
and opportunities. This year they included sessions on investment
strategy.
The Board undertakes a formal and rigorous annual review of its
performance, its committees and each individual Director (including
the Chairman) in accordance with the requirements of the AIC Code.
The 2024 annual performance evaluation was carried out by an
external evaluator, Lintstock. Their appointment followed a selection
process led by the Senior Independent Director. Lintstock has not
undertaken any previous assessments, and has no other connection
to the Company or individual Directors. The evaluation included
Directors completing bespoke questionnaires which assessed the
performance and effectiveness of the Chairman, each Director, the
Board collectively and each of its Committees. Each Director also
completed a self-assessment questionnaire addressing their own
performance. Lintstock subsequently conducted in-depth interviews
with each Director. The surveys and the interviews were analysed
to produce focused reports documenting the findings. The overall
conclusion of the evaluation was positive with areas including
the Board’s composition, the quality of Board support, including
interaction with the Manager, and the performance of the Committees
recognised as particular strengths. The evaluation identified some
key priorities for 2025, including continuing to strengthen our
communications and investor relations functions, and the ongoing
implementation of our long-term investment strategy.
All Directors (other than those retiring or standing for their first
election, if applicable) stand for re-election annually, subject to
continued satisfactory performance. The Board recommends
shareholders approve the election of all Directors standing at the
forthcoming AGM noting that Sir James Leigh-Pemberton has
confirmed that he will not stand for re-election.
Accountability
The Board, acting where appropriate through the Audit and Risk
Committee, is responsible for determining the nature and extent of the
principal risks it is willing to take in achieving its strategic objectives.
It is also responsible for maintaining sound risk management
and internal control systems, for setting corporate reporting, risk
management and internal control principles and for maintaining an
appropriate relationship with the Company’s auditor. These areas are
further described in the Audit and Risk Committee Report on pages 76
to 78.
Engaging with stakeholders
Details of our engagement with our shareholders and other stakeholders
are set out in the Sustainability Report on pages 57 to 65.
Compliance with the Codes
It is the Board’s view that the Company has complied with the relevant
principles of the Codes during the year and the table below sets out
where in this report you can read about the Company’s compliance:
Section AIC Code Principle Pages
1. Board leadership and
company purpose
A. An effective Board promoting
long-term success of the
Company, and contributing
to wider society
1 to 65, 71 to 75,
83 to 85
B. Purpose, values, strategy
and culture
1 to 65
C. Performance measures, risk
and controls framework
1 to 18, 47 to
54, 76 to 78
D. Stakeholder engagement 13, 19, 57 to
58, 74
2. Division of
responsibilities
F. Leadership of the board 17, 68 to 69,
71 to 75
G. Board composition, roles and
effectiveness
68 to 69,
71 to 75
H. Directors’ responsibilities
and time commitment
68 to 69,
71 to 75
I. Support information and
advice available to the Board
17, 71, 79
3. Composition,
succession and
evaluation
J. Board appointments,
succession planning and
diversity considerations
11, 19, 57,
71 to 74
K. Board skills, knowledge and
experience
11, 68 to 69,
71 to 74
L. Annual evaluation of the
Board
73 to 74
4. Audit, risk and internal
control
M. Independence and
effectiveness of Internal and
External Audit functions
55 to 56,
75 to 78
N. Fair, balanced and
understandable assessment
of Company’s position and
prospects
55 to 56,
75 to 78
O. Risk Management and
Internal Control Framework
16, 47 to 56,
76 to 78
5. Remuneration P. Remuneration alignment to
strategy, company purpose
and values
79 to 82
Q. Formal and transparent
remuneration policy
79 to 82
R. Authorisation of
remuneration outcomes
18, 79 to 82
In addition, as a self-managed investment trust, the Board has also
considered the following principle from the UK Code:
Section UK Code Principle Pages
1. Board leadership and
company purpose
E. Wider workforce 11 & 57
Further details on how the Board has, in practice, applied the
17 principles of the AIC Code, and the one relevant principle of the UK
Code can be found in the Governance section of our website (www.
ritcap.com/about-us/governance/).
GOVERNANCE
Report and Accounts December 2024 RIT Capital Partners plc74
GOVERNANCE
Corporate Governance Report
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and
Accounts in accordance with applicable United Kingdom law and
regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have elected
to prepare the Group and Parent Company financial statements in
accordance with UK adopted international accounting standards (UK
adopted IAS). Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and the Parent Company
and of the profit or loss of the Group and the Parent Company for that
period.
In preparing these financial statements the Directors are required to:
• select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
and then apply them consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
• provide additional disclosures when compliance with the specific
requirements in UK adopted IAS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Group and Parent Company financial position and
financial performance;
• in respect of the Group financial statements, state whether
UK adopted IAS have been followed, subject to any material
departures disclosed and explained in the financial statements;
• in respect of the Parent Company financial statements, state
whether UK adopted IAS have been followed, subject to any
material departures disclosed and explained in the financial
statements; and
• prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Parent Company and the
Group will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Parent Company’s
and Group’s transactions and disclose with reasonable accuracy at
any time the financial position of the Parent Company and the Group
and enable them to ensure that the Parent Company and the Group
financial statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Group and Parent
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and corporate governance statement
that comply with that law and those regulations. The Directors are
responsible for the maintenance and integrity of the corporate and
financial information included on the Parent Company’s website.
The Directors confirm, to the best of their knowledge:
• that the consolidated financial statements, prepared in accordance
with UK adopted IAS, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Parent
Company and undertakings included in the consolidation taken as
a whole;
• that the Annual Report, including the Strategic Report, includes a
fair review of the development and performance of the business
and the position of the Parent Company and undertakings included
in the consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face; and
• that they consider the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Parent
Company’s position, performance, business model and strategy.
The Corporate Governance Report was approved by the Board and
signed on its behalf by:
Sir James Leigh-Pemberton
Chairman
Report and Accounts December 2024 RIT Capital Partners plc 75
GOVERNANCE
Introduction
I am pleased to present this Audit and Risk Committee Report for the
2024 financial year. Against the backdrop of continued geopolitical
uncertainty and a broadening of reporting obligations, I would like
to thank the financial, compliance and governance functions of the
Manager for their continued professionalism and high standards of
reporting and control across the operations of the Group during the
year.
Committee responsibility and composition
This Committee has oversight responsibilities delegated to it by the
Board in three principal areas:
• financial reporting and audit;
• risk management and internal controls; and
• the external auditor.
These responsibilities are set out in more detail in the Committee’s
terms of reference, which may be viewed on the Company’s website
at www.ritcap.com.
The Committee currently comprises five Directors, each of whom is
non-executive and independent of the Company and the Manager.
The Board is satisfied that I have the requisite experience to chair
the Committee: I joined the Board as a non-executive Director in
May 2022 and I am also a member of the Valuation, Remuneration,
and Conflicts Committees, having been appointed to the latter
two in October and November 2024, respectively. I am a qualified
Danish state-authorised public accountant, hold a Master’s degree in
Business Economics and Auditing from Copenhagen Business School,
have held senior roles in finance, audit, risk management and have
significant experience in non-executive capacities.
The other four members of the Committee at the year end were
Helena Coles, Philippe Costeletos, Vikas Karlekar and André Perold.
Helena joined the Board in October 2024 and at the same time was
appointed a member of this Committee. She has held senior roles in
investment management and investment banking, as well as roles at
the Prudential Regulation Authority in banking supervision. Philippe
is our Senior Independent Director. He serves as a member of the
Yale University Council and the President’s Council on International
Activities, with widespread experience in senior roles in private equity,
banking and investment firms. Vikas is currently Managing Director
of Group Finance of a UK listed asset manager and has held various
senior financial leadership roles. André is Chief Investment Officer of
an investment management firm and a board member of the Vanguard
Group, having previously been a professor of Finance and Banking at
Harvard Business School.
Our individual biographies are shown on pages 68 and 69. The Board
considers all members of the Committee to have sufficient recent and
relevant financial, accounting and/or auditing experience to comply
with the requirements of the Codes.
Committee meetings and activity during the year
We met five times in 2024, and once so far in 2025. Meetings of the
committee follows an annual plan covering the areas outlined in the
Terms of Reference supplemented by deep dives into significant
matters.
Committee meetings were held to review the Group’s 2023 Annual
Report and Accounts (ARA) and the June 2024 Half-Yearly Financial
Report. A review of the Group’s 2024 ARA was undertaken in
February 2025.
Our reviews included the assessment and assurance that the ARAs,
taken as a whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the Group’s
position, performance, business model and strategy.
The Committee considered the evidence supporting the Group’s going
concern and ongoing viability, including cash flow forecasts as well
as levels of available liquidity. For both the 2023 and 2024 ARAs, we
were satisfied with our reviews, including the judgement and actions
of the Manager in the preparation of the relevant reports, and advised
the Board accordingly.
Furthermore, we considered the year-end reports from the external
auditor, Ernst & Young LLP (EY), and discussed matters arising with
the Manager. The adequacy of the Group’s accounting policies and
financial reporting procedures including controls are discussed with
the external auditor at least annually. Following these discussions
and our review of the reports prepared, including the ARAs, the
Committee was satisfied with the processes and procedures in place
and concluded that the accounting policies are appropriate for the
Company and take into account, where necessary, new accounting
standards.
We met in May and November 2024 for the six-monthly review of the
effectiveness of the Group’s risk management and internal control,
with reference to reports prepared by the Manager, including from its
risk, compliance and internal audit functions. We also considered and
are satisfied with the whistleblowing procedures in place.
The Committee reviewed the Manager’s overall approach to tax for
the Group, including in relation to investments in overseas funds,
subsidiaries and the UK’s investment trust tax regime. The Committee
was satisfied with the overall approach to tax compliance, including
in relation to the continuance of the Company’s investment trust
tax status. The Committee also reviewed the underlying accounting
for the Group’s share-based payments, concluding that they were
appropriately reflected in the Group accounts.
As part of the further integration of the Manager’s new accounting
system, the Committee considered the additional work undertaken by
the Finance function to ensure that the external auditors were able
to efficiently undertake testing in relation to journals, an area of key
focus for the auditing regulator and therefore EY. The Committee was
satisfied with the new processes created by the Manager, which were
confirmed with EY as appropriate in this area. The benefits of the new
system and its functionalities have proven helpful.
Audit and Risk Committee Report
Report and Accounts December 2024 RIT Capital Partners plc76
GOVERNANCE
During 2024, the Group continued to strengthen its approach to
integrating ESG considerations into its strategy, operations and
investment process. This ARA includes our first TCFD report on
pages 60 to 65, which provides a framework for reporting against
climate-related financial risks.
The valuation of private investments and other assets
Private investments represented 33.4% of net assets at the year
end, and comprise direct investments, direct co-investments and
diversified funds managed by external managers (or General Partners
(GPs)). By their very nature such investments merit careful attention
when considering their fair value. As these are unlisted investments,
without a public share price, the estimation of fair value requires the
exercise of considerable judgement. This subjectivity means that
there is a higher degree of uncertainty in such valuations compared
with those of other assets. In assessing the fair values, there is, by
necessity, a degree of reliance on the GPs, with co-investments and
funds representing the majority of the private investments’ portfolio.
The GPs will typically have access to proprietary information about
the underlying companies and are required to report fair values in
accordance with internationally recognised accounting standards.
The GPs valuations are usually prepared on a quarterly basis, albeit
with a time lag which may be up to three months, as is the industry
norm. The Manager reviews these valuations and, where possible,
the justification for the valuation and for any changes, as well as
considering any additional supporting information. In addition, where
the Manager has direct access to the underlying companies, it
prepares its own valuations using industry-standard approaches.
The results of the above analysis are reported in detail on a
six-monthly basis to the independent Valuation Committee, which
is responsible for the final decision on valuation. An important
aspect of my Committee’s work is therefore to consider the work of
the Valuation Committee, the results of their discussions with the
Manager and the work of the external auditor. The Audit and Risk
Committee receives an executive summary of the Manager’s main
valuation report as well as the minutes from the Valuation Committee.
The Valuation Committee comprises four Directors, all of whom
are independent, and with appropriate experience. This Committee
plays a key role in providing the Board with assurance that the
valuation process is rigorous and independent. Two members of this
Committee, myself included, also sit on the Valuation Committee.
We view the valuation work as detailed and comprehensive, and
are confident that the persons preparing the reports have sufficient
and appropriate expertise through their experience, skills and
qualifications. Furthermore, we believe that the process is planned
and managed to devote adequate time and resource to preparation
and review, both by the Manager and also by the members of the
Valuation Committee.
We also considered the work of the Valuation Committee as it relates
to other assets in the portfolio, including but not limited to the
Company’s loan notes and real estate holdings. Here, the combination
of detailed processes, rigorous analysis and, where relevant, external
advice has provided comfort over the portfolio valuations.
Risks and Internal Controls
The Committee has carefully considered the principal risks and
emerging risks facing the Group and their mitigants. As an investment
company, market risk remains the largest risk we face on a day-to-day
basis, with the balance between risk and reward a key consideration
of the investment approach. We expect the increase in geopolitical
risk to continue as an important element of market risk.
The ongoing elevated discount means that discount risk is also a
priority focus for the Committee and the wider Board.
We continue to monitor developments in Artificial Intelligence (AI)
and acknowledge the opportunities and risks. We remain of the view
that the risk impacts other principal risks such as market risk or cyber
security risk and as such do not consider it a new, principal risk.
This Committee is satisfied that the potential impact of the principal
risks is appropriately considered and disclosed, as set out on
pages 47 to 54 in the Risk Management section.
The Board of Directors is responsible for the Group’s system of
internal control, and it has delegated the supervision of the system
to this Committee. The system is designed to manage, rather than
eliminate, the risk of failure to achieve business objectives and, as
such, can provide only reasonable and not absolute assurance against
any material misstatement or loss.
The Board, who are ultimately responsible for risk management,
has delegated to the Manager the implementation and day-to-day
management of the system of internal control within an established
framework applicable throughout the Group.
A standard ‘three lines of defence’ approach is used to ensure a robust
risk management and internal control environment, encompassing:
day-to-day risk and control management; oversight and guidance
on risk and controls; and assurance as provided by the internal audit
function, which reports to this Committee.
The system of internal control is reviewed twice each year by the
Committee, using a comprehensive report prepared by the Manager.
The report considers each of the principal risks and any emerging
risks and their mitigating actions, summarised in the Risk Management
section on pages 47 to 54. The relative importance of each principal
risk is assessed by reference to the likelihood and possible impact
on the Group’s net asset value or share price should a loss occur,
resulting in a residual risk level for each principal risk, after taking into
consideration the mitigating controls applicable to each.
The review further included a liquidity summary, the main portfolio
exposures, as well as the results of the quarterly portfolio stress
tests. In addition, the Committee reviewed the log of operational risk
incidents during the year, noting that none had a significant impact on
the business and were dealt with appropriately.
Related party disclosures
Related party transactions are a common feature of commerce and
business. The Group often takes advantage of opportunities offered
to it, or services provided to it via many relationships built up over
Audit and Risk Committee Report
Report and Accounts December 2024 RIT Capital Partners plc 77
time (including those arising from Board members). Disclosure of such
transactions is a requirement in order to allow shareholders and other
users of the financial statements to assess the risks and opportunities
facing the Group.
We consider the work of the Conflicts Committee, a Committee
I was appointed to during the year, in reviewing advisory services,
co-investment transactions and any other similar arrangements with
any related party, and have discussed with the Manager the systems
and processes in place to identify, review, record and disclose
such transactions. We note the importance that the Board and the
Manager place upon the work of the Conflicts Committee. We have
reviewed the disclosures made in the financial statements regarding
such transactions and consider that the necessary disclosures have
been made.
Corporate Governance Code
The 2024 UK Corporate Governance Code (the Code) comes into
force for the 2025 financial year, (albeit that changes in relation
to controls referenced below are introduced for the 2026 financial
year). The primary governance framework for RIT is the 2024 AIC
Code of Corporate Governance, which largely replicates the previous
2018 Code. In anticipation of the changes, we are undertaking an
exercise during 2025 to ensure that all of the material controls have
standardised documentation and remain effective and appropriate.
This will support the ability for the Board to make enhanced
disclosures in the 2026 ARA, published in Q1 2027.
The Committee does not anticipate any major changes to how we
perform our key controls, as we consider there is an effective control
environment. Further we consider that the procedures in place are
consistent with the most recent Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting
published by the FRC.
Internal audit and compliance
As part of its ongoing review of the control environment, the Manager,
through its Compliance Officer, undertakes an internal audit of
selected areas agreed with the Committee. The 2024 internal audits
included controls and procedures employed in the management of
liquidity within the Group, processes and controls around the new
Investment Accounting system, our ESG framework, and the Human
Resource policies, procedures and controls. No material weaknesses
were identified through the course of these audits. Where modest
enhancements have been recommended, the Committee receives
reports allowing it to track the Manager’s implementation of these.
The Committee considers the resource devoted to internal audit to be
appropriate to the size and complexity of the Company’s operations.
As part of their duties as depositary, BNP undertook quarterly reviews
of our Manager’s arrangements under AIFMD and the relevant UK
legislation and regulations. This involved reviewing processes,
systems and controls for organisational structure, compliance, risk
management, fund administration and business continuity, with no
concerns noted.
While the Manager no longer holds any client money (the minimal
amounts of legacy client money having been distributed in a previous
year to registered charities), as the associated regulatory permissions
were held for part of the year, EY were still required to undertake a
limited assurance audit on the Manager’s client asset procedures, with
no findings during the current year.
The Manager also reports to the Committee the results of its
monitoring of external fund managers’ compliance with the terms of
their investment management arrangements, as well as periodically
reviewing their own control procedures.
The Board, through this Committee, has reviewed the effectiveness
of the system of internal control in operation during the financial
year, and up to the date of this report, and has not identified or been
informed of any failings or weaknesses representing a significant
business risk.
External auditor
The external auditor, EY, has completed its seventh annual audit, and
second with the current audit partner, following its appointment as a
result of a tender process in 2017.
EY attended all meetings of the Committee and provided reports on:
its audit approach and work undertaken; the quality and effectiveness
of the Group’s accounting records; and its findings in connection with
the Group’s annual statutory audit for the year ended 31 December
2024. I and the Committee have also had regular meetings with the
audit partner during the year.
The level of non-audit services provided to the Group by the auditor
is subject to pre-approval in accordance with our policy on non-audit
services and is monitored, as is the auditor’s objectivity in providing
such service, to ensure that the independence of the audit team from
the Group is not compromised. Non-audit services provided by EY
in 2024 totalled £5,500 for audit-related assurance work (regarding
the Manager’s regulated activities). Their selection for this work was
based on cost efficiency, synergies with the audit process, and the
fact that these services are permitted by the FRC’s revised Ethical
Standard. Further information on fees paid to the auditor is set out in
Note 5 to the financial statements.
The Committee considered EY’s independence, objectivity, and the
effectiveness of the audit process with the benefit of formal and
informal feedback from the Manager and concluded satisfactorily on
each of these points.
Finally, I would like to thank my colleagues on the Committee for their
contribution and valuable input during the year.
Jutta af Rosenborg
Chair, Audit and Risk Committee
Audit and Risk Committee Report
GOVERNANCE
Report and Accounts December 2024 RIT Capital Partners plc78
GOVERNANCE
Directors’ Remuneration Report
Introduction
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report for the year ended 31 December 2024. As
well as the remuneration of RIT Directors, the Committee is also
responsible for oversight of the remuneration policies associated
with our operating subsidiaries: JRCM, a regulated entity whose
remuneration arrangements are governed by the FCA’s applicable
Remuneration Codes, and SHL, our events and property subsidiary.
Here, incentive schemes are in place, tailored to the respective
businesses and appropriately structured and aligned with
shareholders’ interests.
The Directors’ Remuneration Policy and Remuneration Report have
been prepared in accordance with the FCA UK Listing Rules, the
relevant sections of the Companies Act 2006 and The Large and
Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended). It also sets out how it has applied the
principles of the Codes relevant to the Company.
Directors’ remuneration policy
The Directors’ Remuneration Policy is subject to a binding shareholders’
vote every three years. It was last tabled to shareholders at the 2023
AGM, where it was approved by 99% of the vote.
In accordance with the provisions of the AIC Code and the UK Code,
non-executive Directors’ remuneration reflects their duties and time
commitments and is set at a reasonable level which is consistent with
the requirement to attract and retain Directors of the appropriate
quality and experience. The Board’s policy is that the fees paid to the
non-executive Directors should reflect the experience of the Board
as a whole, be fair and should take account of the level of fees paid
by other investment trusts. Any views expressed by shareholders on
the fees being paid to Directors will be taken into consideration by the
Board when reviewing the Directors’ Remuneration Policy.
Furthermore, the Company’s Articles of Association currently limit
the aggregate base fees of the non-executive Directors (excluding
the Chairman) to £400,000 per annum. The non-executive Directors
receive base fees, Committee Chair and membership fees. They are
not eligible for any other remuneration or benefits apart from the
reimbursement of allowable expenses. There are no performance
conditions relating to Directors’ fees and they are not entitled to any
long-term incentive or pension schemes. No compensation is payable
on loss of office.
Committee structure and responsibilities
I have chaired the Committee since 22 July 2019, having previously
served on it since 26 April 2018. As at 31 December 2024, the
Committee included two further independent non-executive Directors:
Sir James Leigh-Pemberton and Jutta af Rosenborg, who was
appointed to the Committee on 23 October 2024. Maggie Fanari
stepped down from the Committee when she retired from the Board
on 29 February 2024 to join JRCM as CEO. The Committee meets at
least twice a year on a scheduled basis and additionally as may be
required. In 2024, the Committee met on three occasions.
The Committee is responsible for recommending the fees paid to
the non-executive Chairman and Directors, by reference to the
roles and time commitment of each individual concerned. The final
determination of the fees payable to non-executive Directors is a
matter for the Board of Directors as a whole.
The overall fee structure is assessed in part by reference to other
investment trusts. The Committee seeks information from JRCM
management and advice from an independent advisor, as required.
The Remuneration Committee has appointed a remuneration specialist
from Alvarez & Marsal, to provide the Committee with advice. In 2024,
fees of £9,083 (2023: £12,675) were paid to Alvarez & Marsal in
respect of their advice. Alvarez & Marsal abides by the Remuneration
Consultant’s Code of Conduct which requires it to provide objective
and impartial advice. It has no other relationships with the Group and
is therefore independent.
Pursuant to Part 15, Chapter 6 of the Companies Act 2006, the
Directors’ Remuneration Policy applies to the Directors of the
Company, all of whom are non-executives.
Incentive structures
In accordance with the relevant principles of the Codes, the
Remuneration Committee has sought to ensure that there is an
appropriate Group-wide incentive structure to attract, motivate and
retain the high-quality individuals we need to deliver our long-term
strategic aims and sustainable success. The remuneration approach
is designed to align with and reinforce these strategic aims, while
promoting responsible risk management.
Fixed remuneration for the Group’s employees comprises a
base salary, which reflects their talent, skills, competencies and
contributions to the Group. Each employee’s salary is reviewed on
an annual basis, and considers such factors as market levels of
remuneration and individual performance. In line with recent years,
2024 salary increases were implemented on a tiered basis, targeted
towards more junior employees who were most susceptible to
the financial pressures brought about by the rising cost of living.
Employees are also eligible to receive various benefits, including
pension contributions and private medical insurance.
The Group operates an Annual Incentive Scheme (AIS) for employees
as well as longer-term share-based awards. The annual cap for
total awards under the AIS is limited to 0.75% of net assets. Our
approach is designed to measure and reward performance, and
seeks to provide an appropriate balance between shorter-term
awards and longer-term incentives, as well as the need for robust
risk management. We remain satisfied with the suitability of the AIS in
order to meet our objectives.
The performance assessment for awards under the AIS reflect
quantitative investment outperformance (as measured by the NAV
per share total return versus two KPIs: CPI plus 3.0% and the ACWI
(50% £)) as well as discretionary awards for wider achievements not
directly linked to the overall NAV return. This may include prudent
risk controls, deal origination, ESG and sustainability achievements,
Report and Accounts December 2024 RIT Capital Partners plc 79
GOVERNANCE
Directors’ Remuneration Report
and initiatives which support and enhance our values and culture. Any
such qualitative rewards are measured against rigorous performance
metrics through a Group-wide annual appraisal process.
The AIS is measured annually and includes longer-term features
such as a three-year, ‘high water mark’ in relation to absolute
outperformance. In addition, and in particular for management and
senior employees, AIS awards include significant deferrals into RIT
shares. For awards above £250,000, 60% of these awards are made
in deferred RIT shares. These vest over the subsequent three years,
reinforcing the alignment with shareholders’ interests.
Decisions made by the Committee have followed a careful appraisal of
performance and at all times aim to reinforce shareholder alignment,
both through the link to our objectives and also the payment via
shares.
AIS awards are subject to malus conditions and the Committee retains
the ability to clawback previous awards if necessary.
The second main aspect of the remuneration approach is a long-term
incentive plan which is structured as awards of restricted share units
(RSUs). RSUs are used by a number of listed companies and they form
an important part of aligning awards with our long-term investment
performance and shareholder value creation. They vest after three
years and are ordinarily subject to the participant’s continued service
over the vesting period. On vesting, the RSUs are transferred directly
to participants who are then free to sell them if they so choose. RSUs
also incorporate qualitative performance assessments, including
malus and clawback.
Ordinary shares of the Company are used to settle the share
components of existing and future awards granted. The Group seeks
to hedge its exposure to RSUs by using an employee benefit trust to
acquire shares to meet the estimated future liability.
For senior team members, including the JRCM Executive Committee,
our incentive structures typically result in a significant proportion of
their awards being in the form of shares deferred over three years.
Minimum shareholding requirements
The Committee has adopted minimum shareholding requirements
for the JRCM Executive Committee to further align their interests
with those of shareholders. Members of the Executive Committee
are expected to maintain a minimum shareholding based on a
multiple of their base salary, and they must continue to satisfy these
shareholding requirements for one year after leaving JRCM.
Consulting with shareholders
Where appropriate, the Committee is responsible for ensuring
that there is pro-active engagement and consultation with major
shareholders and shareholder representatives in respect of
remuneration.
Non-executive Directors’ remuneration
The remuneration of the non-executive Chairman and Directors
is determined by the Board as a whole. Non-executive fees are
reviewed periodically by the Board with reference to market levels
in other investment trusts. The Board has discretion to periodically
review and amend fee rates. The current fee rates have been in place
since 1 January 2022 and are listed below:
Base fee:
Non-executive Chairman
1
£150,000
Non-executive Director £35,000
Additional fees:
Senior Independent Director fee £7,500
Committee membership fees:
Audit and Risk Committee £6,000
Conflicts Committee £3,000
Nominations Committee £4,000
Remuneration Committee £4,000
Valuation Committee £6,000
Audit and Risk Committee Chairmanship
2
£10,000
All other Committee Chairmanship fees
(per Committee)
2
£7,500
1
The non-executive Chairman fee is inclusive of membership of Board Committees.
2
The Committee Chairmanship fees are in addition to the Committee membership fees.
The non-executive Directors each have letters of appointment that
are subject to termination upon one month’s written notice on either
side. The non-executive Chairman’s letter of appointment provides for
six months’ notice on either side.
The letters of appointment for the non-executive Directors are
available for inspection at the Company’s registered office.
Report and Accounts December 2024 RIT Capital Partners plc80
GOVERNANCE
Annual report on remuneration
The annual report on remuneration will be put to an advisory shareholder vote at the 2025 AGM. The information on pages 81 and 82 has been
audited where required under the regulations and is indicated as audited information where applicable.
Directors’ remuneration – audited
Directors’ remuneration is in the form of fees and, if applicable, taxable benefits comprising of travel and subsistence expenses incurred by or
on behalf of Directors in the course of travel to attend Board or Committee meetings.
The following table sets out the total remuneration for each Director:
Year ended
31 December
Non-executive Director
2021
Total
remuneration
£
2022
Total
remuneration
1
£
2023
Total
remuneration
£
2024
Total
remuneration
£
% Change
in total
remuneration
between 2020
and 2021
2
% Change
in total
remuneration
between 2021
and 2022
2
% Change
in total
remuneration
between 2022
and 2023
2
% Change
in total
remuneration
between 2023
and 2024
2
Chairman
Sir James Leigh-
Pemberton 150,000 150,000 150,000 150,000 – – – –
Directors
Helena Coles
3
– – – 9,514 n/a n/a n/a n/a
Philippe Costeletos 69,500 74,500 79,823 80,500 2.4 7.2 7.1 0.8
Maggie Fanari
4
37,000 44,667 46,000 7,667 – 20.7 3.0 (83.3)
Vikas Karlekar – 13,731 39,069 41,000 n/a n/a 184.5 4.9
Cecilia McAnulty – 13,731 40,973 48,500 n/a n/a 198.4 18.4
André Perold
5
36,000 52,228 44,791 57,7 73 (17.6) 45.1 (14.2) 29.0
Jutta af Rosenborg
6
– 31,962 57,882 66,603 n/a n/a 81.1 15.1
Dame Hannah
Rothschild 30,000 35,000 35,626 39,000 – 16.7 1.8 9.5
Unless taxable benefits are specifically outlined below for each Director, total remuneration above constitutes fees only.
1
With effect from 1 January 2022 the annual base fee for each non-executive Director (excluding the non-executive Chairman) was increased from £30,000 to £35,000. This was the first
such increase since 2016 and followed advice from Alvarez & Marsal on the level of fees paid to non-executive directors of other investment trusts.
2
The year-on-year percentage changes in total remuneration are influenced by a number of factors including where Directors have completed part-year service and/or been appointed to
Board Committees during the relevant periods.
3
Helena Coles was appointed as a Director of the Company on 9 October 2024.
4
Maggie Fanari retired as a Director on 29 February 2024 to join JRCM as Chair and CEO.
5
André Perold total remuneration for the relevant periods comprises the following:
Year Director’s fee
Taxable
benefits
2024 41,000 16,773
2023 41,000 3,791
2022 41,000 11,228
2021 36,000 –
6
Jutta af Rosenborg total remuneration for the relevant periods comprises the following:
Year Director’s fee
Taxable
benefits
2024 58,159 8,444
2023 53,782 4,100
2022 29,044 2,918
2021 – –
Directors’ Remuneration Report
Report and Accounts December 2024 RIT Capital Partners plc 81
GOVERNANCE
Directors’ Remuneration Report
Fees
The total fees payable to Directors for the year was £475,340
(compared to £546,629 in the year ended 31 December 2023).
This includes the Directors’ base fees as well as committee fees.
The aggregate base fees of the non-executive Directors (excluding
the Chairman) for the year was £223,995, which was within the
£400,000 limit for such fees under the Company’s Articles of
Association.
Statement of Directors’ shareholdings – audited
The interests of the Directors holding office at 31 December 2024 in
the ordinary shares of the Company are shown below:
Ordinary shares
of £1 each Beneficial
Non-
beneficial
% of voting
rights
Sir James Leigh-
Pemberton 11,055 – <0.1
Philippe Costeletos 80,000 – <0.1
Helena Coles 1,002 – <0.1
Vikas Karlekar 2,997 – <0.1
Cecilia McAnulty 5,077 – <0.1
André Perold – – –
Jutta af Rosenborg 8,571 – <0.1
Dame Hannah
Rothschild
1
14,206,051 15,402,708 20.7
1
The majority of the beneficial interests shown in the table above for Dame Hannah
Rothschild are in respect of shares held via trusts or companies where she is either one of
the beneficiaries or one of the individuals able to exert significant influence. Similarly, the
non-beneficial interests are held through a charitable foundation where Dame Hannah is
one of the controlling trustees.
Between the end of the year and the date of this report, there were
no changes in the Directors’ interests. Requests from the Chairman
for permission to deal in the ordinary shares of the Company are
considered by the Senior Independent Director. Requests from
other Directors are referred to the Chairman or Senior Independent
Director. Employees of the Group are subject to approval by the JRCM
Executive Committee and/or JRCM’s Compliance Officer. Except
as stated in Note 17 to the financial statements no Director has, or
has had during the year under review, any beneficial interest in any
contract or arrangement with the Company or any of its subsidiaries
within the terms set out in the FCA UK Listing Rules.
Relative importance of spend on pay
The following table shows the year-on-year movement in total
remuneration of all employees, compared to the dividends paid and
share buybacks.
£ million
Year ended
31 December
2023
Year ended
31 December
2024 Change
Total staff costs 33.4 28.5 (4.9)
Dividends 56.7 56.5 (0.2)
Share buybacks 163.1 80.4 (82.7)
Statement of shareholder voting
Votes in respect of the resolution to approve the Directors’
Remuneration Report at the Company’s AGM in May 2024 were cast
as follows:
Number of
shares
% of
votes cast
Votes cast in favour 68,565,497 99.8
Votes cast against 112,370 0.2
Total votes cast 68,677,867 100.0
Votes withheld 91,010 n/a
The resolution to approve the Directors’ Remuneration Policy was last
tabled to shareholders at the Company’s AGM in April 2023 and the
votes were cast as follows:
Number of
shares
% of
votes cast
Votes cast in favour 71,085,685 99.8
Votes cast against 160,895 0.2
Total votes cast 71,246,580 100.0
Votes withheld 82,201 n/a
Performance graph
In accordance with the Directors’ Remuneration Report regulations, a
performance graph which measures the Company’s total shareholder
return over the period from 31 December 2014 against that of a broad
equity market index is shown below. This is calculated by reference
to the Company’s share price including dividend reinvestment. The
Committee considers the ACWI (50% £) to be the most suitable
index for this purpose, being a KPI. In addition, the graph includes
the Company’s absolute return hurdle of CPI plus 3.0%. Further
information can be found in the Company’s Strategic Report.
Audit
The tables in this report on pages 81 and 82, audited by Ernst & Young
LLP, have been marked as such. The Directors’ Remuneration Report on
pages 79 to 82 was approved by the Board and signed on its behalf by:
Philippe Costeletos
Chair, Remuneration Committee
RIT Total Shareholder Return
ACWI
RIT Total Shareholder Return
RIT NAVps Total Return
CPI plus 3.0%
Dec
2014
Dec
2016
Dec
2018
Dec
2020
Dec
2022
Dec
2024
100
140
180
220
260
300
340
Report and Accounts December 2024 RIT Capital Partners plc82
GOVERNANCE
Directors’ Report
Corporate Objective
The Company’s Corporate Objective is: “to deliver long-term capital
growth, while preserving shareholders’ capital; to invest without the
constraints of a formal benchmark, but to deliver for shareholders
increases in capital value in excess of the relevant indices over time.”
Investment Policy
The Company’s Investment Policy is: “to invest in a widely diversified,
international portfolio across a range of asset classes, both quoted
and unquoted; to allocate part of the portfolio to exceptional
managers in order to ensure access to the best external talent
available.”
Asset allocation and risk diversification
The Group’s assets continue to be allocated across a diversified range
of asset classes, geographies, industries and currencies. There are
no external restrictions on the allocation of assets. The portfolio is
further diversified through the use of external managers with different
mandates. Exposures are monitored and managed by JRCM under the
supervision of the Board.
Gearing
The Company maintains structural gearing principally through fixed-
rate private placement notes, term and revolving credit facilities. At
31 December 2024, the drawn indebtedness was £334 million with
debt held at fair value, or £351 million with debt held at par value. This
represented net gearing calculated in accordance with AIC guidance
of 8.9%.
The maximum indebtedness that the Company is empowered to incur
under its Articles of Association is five times its adjusted capital and
reserves.
Further information is shown on pages 40, 112, 114 and 133.
Directors’ Report: statutory and other disclosures
The Directors present their report and audited financial statements for
the year ended 31 December 2024.
Business review and future developments page 8
Greenhouse gas emissions, energy consumption and
energy efficiency action pages 64, 65
Corporate governance page 71
Directors’ remuneration page 79
Directors’ shareholdings page 82
Dividend page 10
Risk management and internal control page 47
The section above identifies where certain information required to be
disclosed in the Directors’ Report is shown within other sections of the
Report and Accounts (and forms part of the Directors’ Report) starting
on the page indicated. Additional statutory disclosures are set out
below.
Status of company
The Company is registered as a public company and is incorporated
in the UK and registered in England and Wales (Company Registration
Number 2129188 ). It conducts its affairs so as to qualify for approval
as an investment trust for tax purposes, and has been accepted as
an approved investment trust by HMRC, subject to continuing to
meet eligibility conditions. The Directors are of the opinion that the
Company has conducted its affairs in a manner which will satisfy
the conditions for continued approval as an investment trust under
Section 1158 of the Corporation Tax Act 2010.
The Company’s subsidiaries are mainly engaged in investment
activities and the activities of the Group are principally undertaken in
the UK.
Directors
The Directors at the date of this report are listed on pages 68 and 69.
During the year ended 31 December 2024:
Directorate changes
• Maggie Fanari retired as a Director on 29 February 2024 to join
JRCM as Chair and CEO; and
• Helena Coles was appointed as a Director on 9 October 2024.
Committee composition
• Helena Coles was appointed to the Audit and Risk Committee on
9 October 2024; and
• Jutta af Rosenborg was appointed to the Remuneration Committee
on 23 October 2024 and the Conflicts Committee on 13 November
2024.
Report and Accounts December 2024 RIT Capital Partners plc 83
GOVERNANCE
Directors’ Report
Direct and indirect investment management fees
RIT’s Investment Policy includes the allocation of part of the
portfolio to exceptional managers in order to ensure access to the
best external talent available. These include long-only equity and
hedge fund managers, private equity and funds that sit within our
Uncorrelated Strategies pillar.
Importantly, and as highlighted by the Chairman, all costs incurred
within the business and investment portfolio, including fees we
discuss here, are reflected in our NAV and share price, and are not
additional fees borne by shareholders when purchasing RIT shares.
The managers’ fee structure is always a key consideration in our due
diligence. They are necessary costs to invest in difficult to access,
high-quality managers or unique deals and are only paid for good
performance. The final investment decision is always made on the
basis of expected returns, net of all fees.
Fees within the long-only equity funds, whether structured as
segregated accounts or otherwise, typically incur a management fee
of 0.5% to 1.0% per annum and in some cases a performance fee for
outperformance relative to a benchmark. The hedge funds and funds
within our Uncorrelated Strategies pillar are slightly higher – typically
a 1% to 2% management fee and typically a 10% to 20% performance
fee. Fees for investments into private funds are structured differently
and will usually have a 1% to 2.5% annual charge (often based on
commitments in early years and declining over time with realisations),
as well as a 20% to 30% carried interest. This may be above an
8% per annum hurdle and/or with the higher rates earned when
investors have received back a minimum multiple of their invested
capital (e.g. 3x).
We estimate that the average annual fees for external managers
represent 0.84% of average net assets (2023: 0.94%). This excludes
performance fees/carried interest which are typically paid for
outperformance against an index or an absolute hurdle, and deducted
from the valuations we receive.
Share capital
At 31 December 2024, the issued share capital comprised
156,848,065 £1 ordinary shares, of which 13,598,277 (8.7%) were held
by the Company in treasury as a result of a series of share buybacks.
Further details are shown in Note 21 on pages 114 and 115.
No £1 ordinary shares were issued during the year and the existing
shareholder authorities given to the Company at the last AGM
to allot and purchase shares will expire at the conclusion of the
Company’s forthcoming AGM scheduled for 1 May 2025. At the AGM,
shareholders shall be asked to renew these authorities, as will be
explained in the separate Notice of the meeting.
Major holders of voting rights
As at 31 December 2024, the following notifications had been
received from the holders of 3% or more of the voting rights conferred
through the direct or indirect holding of the Company’s ordinary
shares of £1 each
Major holders of voting
rights
1
31 December 2024
Total number
of shares
% of voting
rights
4
Direct or
indirect
Dame Hannah
Rothschild
2
15,402,708 10.8 Indirect
The Rothschild
Foundation
2
15,390,848 10.7 Direct
Evelyn Partners Inv. Mgt.
LLP Limited 7,880,671 5.5 Indirect
Five Arrows Limited
3
6,757,835 4.7 Direct
1
The above table does not include Dame Hannah Rothschild’s direct voting rights in shares
in the Company which were below the notifiable threshold.
2
As Dame Hannah Rothschild is a member of the Rothschild Foundation, the above
notifiable interests include the same 15,390,848 shares held by this charity (which also
represent Dame Hannah Rothschild’s non-beneficial interests on page 82 under Directors’
shareholdings).
3
Dame Hannah Rothschild had an indirect beneficial interest in the shares of the Company
held by Five Arrows Limited.
4
The total interests notified to the Company that directly related to, and was overseen by,
the family office of Dame Hannah Rothschild (including shares in which Dame Hannah
Rothschild did not have voting rights conferred through a direct or indirect holding) was
22.6%.
As at 21 February 2025, the voting rights in the above table remained
unchanged.
There are no restrictions or significant agreements that may restrict,
on a change of control, transfer of securities in the Company or the
voting rights attached to those securities.
The shares of the Company qualify for inclusion within an Individual
Savings Account.
Report and Accounts December 2024 RIT Capital Partners plc84
GOVERNANCE
Cross holdings
The FCA UK Listing Rules also require closed-ended investment
companies to disclose quarterly all of their investments in “other listed
closed-ended investment funds ... which themselves do not have
stated investment policies to invest no more than 15% of their total
assets in other listed closed-ended investment funds.”
The Group discloses such investments when necessary, but does
not restrict its own investment policies in this manner. There were
no such investments held by the Group as at 31 December 2024 and
31 December 2023.
Annual General Meeting
The Company’s 2025 AGM is scheduled to be held at Spencer House,
27 St. James’s Place, London, SW1A 1NR, on 1 May at 12:00pm.
Further details will be sent out in the notice of AGM to be circulated to
shareholders and made available on the Company’s website:
www.ritcap.com, in due course.
Auditor
EY has expressed its willingness to continue in office as the
Company’s external auditor. Resolutions to reappoint EY and to
authorise the Directors to set their remuneration will be proposed at
the forthcoming AGM.
Other
The Company seeks to agree the best possible terms on which
business will take place with its suppliers. It is the Company’s policy to
abide by such terms.
The Company maintained a qualifying third-party liability insurance for
its Directors and Officers throughout the year and up to the date of
approval of the Report and Accounts.
Statement by the Directors in performance of their
statutory duties in accordance with s172(1) Companies Act
2006
The Directors consider, both individually and together, that they
have acted in a way they consider, in good faith, is most likely to
promote the success of the Company for the benefits of its members
as a whole (having regard to the stakeholders and matters set out in
s172(1)(a-f) of the Companies Act 2006 in the decisions taken during
the year ended 31 December 2024 (see pages 9 to 11, 18, 19, 40, 57
to 59).
Disclosure of information to the auditor
With regard to the preparation of the Report and Accounts of the
Company for the year ended 31 December 2024, the Directors have
confirmed to the auditor that:
• so far as they are aware, there is no relevant audit information of
which the auditor is unaware; and
• they have taken the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant
audit information and to establish that the auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
FCA UK Listing Rules disclosures
There are no disclosures required under the FCA UK Listing Rule 6.6.1.
The Companies, Partnerships and Groups (Accounts and
Reports) Regulations 2015
Information on subsidiaries that is required to be disclosed under the
above regulations is disclosed in Note 30.
Disclosable information in respect of other investments is contained in
Note 33.
The Directors’ Report on pages 83 to 85 was approved by the Board
and signed on its behalf by
Sir James Leigh-Pemberton
Chairman
Directors’ Report
Report and Accounts December 2024 RIT Capital Partners plc 85
Financial
Statements
Report and Accounts December 2024 RIT Capital Partners plc86
88 Consolidated Income Statement
and Consolidated Statement of
Comprehensive Income
89 Consolidated Balance Sheet
90 Parent Company Balance Sheet
91 Consolidated Statement of
Changes in Equity
92 Parent Company Statement of
Changes in Equity
93 Consolidated and Parent Company
Cash Flow Statement
94 Notes to the Financial Statements
120 Independent Auditor’s Report
Financial
Statements
Access.
Flexibility.
Expertise.
Report and Accounts December 2024 RIT Capital Partners plc 87
FINANCIAL STATEMENTS
Consolidated Income Statement and Consolidated
Statement of Comprehensive Income
Consolidated income statement
Year ended 31 December
2024 | 2023 | ||||||
£ million | Notes | Revenue | Capital | Total | Revenue | Capital | Total |
Investment income | 2 | ||||||
Other income | |||||||
Gains/(losses) on fair value investments | 3, 5 | ||||||
| Gains/(losses) on monetary items and borrowings | |||||||
| Expenses | |||||||
Operating expenses | 4, 5 | ( | ( | ( | ( | ( | ( |
Profit/(loss) before finance costs and taxation | 6 | ( | |||||
Finance costs | 7 | ( | ( | ( | ( | ( | ( |
Profit/(loss) before taxation | ( | ( | |||||
Taxation | 8 | ||||||
Profit/(loss) for the year | ( | ( | |||||
Earnings/(loss) per ordinary share – basic | 9 | ( | ( | ||||
Earnings/(loss) per ordinary share – diluted | 9 | ( | ( |
The total column of this statement represents the Group’s consolidated income statement, prepared in accordance with UK adopted international accounting standards (UK adopted IAS).
The supplementary revenue and capital columns are both prepared under guidance published by the Association of Investment Companies (AIC). All items in the above statement derive from
continuing operations.
Consolidated statement of comprehensive income
Year ended 31 December
2024 | 2023 | ||||||
£ million | Notes | Revenue | Capital | Total | Revenue | Capital | Total |
Profit/(loss) for the year | ( | ( | |||||
Revaluation gain/(loss) on property, plant and equipment | 10 | ||||||
Actuarial gain/(loss) in defined benefit pension plan | 11 | ( | ( | ||||
Deferred tax (charge)/credit allocated to actuarial gain/(loss) | 12 | ( | ( | ||||
Total comprehensive income/(expense) for the year | ( | ( |
Other comprehensive income items are never reclassified to profit or loss.
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2024 RIT Capital Partners plc88
FINANCIAL STATEMENTS
| At 31 December | |||
£ million | Notes | 2024 | 2023 |
| Non-current assets | |||
Investments held at fair value | 13 | ||
Investment property | 13, 15 | ||
Property, plant and equipment | 10 | ||
Retirement benefit asset | 11 | ||
Derivative financial instruments | 13 | ||
| Current assets | |||
Derivative financial instruments | 13 | ||
Other receivables | 16 | ||
Amounts owed by group undertakings | 17 | ||
Cash at bank | |||
Total assets | |||
| Current liabilities | |||
Borrowings | 18 | ( | ( |
Derivative financial instruments | 13 | ( | ( |
Other payables | 19 | ( | ( |
Amounts owed to group undertakings | 17 | ( | ( |
( | ( | ||
Net current assets/(liabilities) | |||
Total assets less current liabilities | |||
| Non-current liabilities | |||
Borrowings | 18 | ( | ( |
Derivative financial instruments | 13 | ( | ( |
Deferred tax liability | 12 | ( | ( |
Provisions | 20 | ( | ( |
Lease liability | ( | ( | |
( | ( | ||
Net assets | |||
| Equity attributable to owners of the Company | |||
Share capital | 21 | ||
Share premium | 22 | ||
Capital redemption reserve | 23 | ||
Own shares reserve | 24 | ( | ( |
Capital reserve | 26 | ||
Revenue reserve | 27 | ( | ( |
Revaluation reserve | 28 | ||
Total equity | |||
Net asset value per ordinary share – basic | 29 | ||
Net asset value per ordinary share – diluted | 29 |
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2024 RIT Capital Partners plc 89
FINANCIAL STATEMENTS
Parent Company Balance Sheet
At 31 December
£ million Notes 2024 2023
Non-current assets
Investments held at fair value 13 3,651.3 3,362.3
Investment property 13, 15 32.7 34.1
Property, plant and equipment 10 21.6 21.5
Investments in subsidiary undertakings 30 147.1 143.2
Derivative financial instruments 13 53.7 5.9
3,906.4 3,567.0
Current assets
Derivative financial instruments 13 38.5 65.4
Other receivables 16 122.4 70.6
Cash at bank 183.9 196.7
344.8 332.7
Total assets 4,251.2 3,899.7
Current liabilities
Borrowings 18 (160.2) (142.9)
Derivative financial instruments 13 (69.8) (2.8)
Other payables 19 (67.6) (31.9)
Amounts owed to group undertakings 17 (147.7) (119.6)
(445.3) (297.2)
Net current assets/(liabilities) (100.5) 35.5
Total assets less current liabilities 3,805.9 3,602.5
Non-current liabilities
Borrowings 18 (173.7) (137.9)
Derivative financial instruments 13 (17.5) (0.0)
Provisions 20 (3.0) (3.0)
Lease liability (2.1) (2.9)
(196.3) (143.8)
Net assets 3,609.6 3,458.7
Equity
Share capital 21 156.8 156.8
Share premium 22 45.7 45.7
Capital redemption reserve 23 36.3 36.3
Capital reserve:
At 1 January 3,435.8 3,578.6
Profit for the year 318.7 77.0
Treasury shares purchased 21 (80.4) (163.1)
Dividends paid 31 (56.5) (56.7)
Capital reserve at 31 December 26 3,617.6 3,435.8
Revenue reserve:
At 1 January (226.2) (209.5)
Loss for the year (31.2) (16.7)
Revenue reserve at 31 December 27 (257.4) (226.2)
Revaluation reserve 28 10.6 10.3
Total equity 3,609.6 3,458.7
The Company’s total comprehensive income for the year was £287.8 million (2023: £61.2 million).
The financial statements on pages 88 to 93 were approved by the Board and authorised for issue on 28 February 2025.
Sir James Leigh-Pemberton
Chairman
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2024 RIT Capital Partners plc90
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
| Capital | Own | |||||||
| Share | Share | redemption | shares | Capital | Revenue | Revaluation | Total | |
| £ million | capital | premium | reserve | reserve | reserve | reserve | reserve | equity |
Balance at 1 January 2023 | ( | ( | ||||||
Profit/(loss) for the year | ( | |||||||
Revaluation gain/(loss) on property, plant and equipment | ||||||||
Actuarial gain/(loss) in defined benefit plan | ( | ( | ||||||
Deferred tax (charge)/credit allocated to actuarial gain/(loss) | ||||||||
| Total comprehensive income/(expense) | ||||||||
for the year | ( | |||||||
Dividends paid | ( | ( | ||||||
Purchase of treasury shares | ( | ( | ||||||
Movement in own shares reserve | ||||||||
Movement in share-based payments | ( | ( | ||||||
Balance at 31 December 2023 | ( | ( | ||||||
Balance at | ( | ( | ||||||
Profit/(loss) for the year | ( | |||||||
Revaluation gain/(loss) on property, plant and equipment | ||||||||
Actuarial gain/(loss) in defined benefit plan | ||||||||
Deferred tax (charge)/credit allocated to actuarial gain/(loss) | ( | ( | ||||||
| Total comprehensive income/(expense) | ||||||||
for the year | ( | |||||||
Dividends paid | ( | ( | ||||||
Purchase of treasury shares | ( | ( | ||||||
Movement in own shares reserve | ||||||||
Movement in share-based payments | ( | ( | ||||||
Balance at | ( | ( |
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2024 RIT Capital Partners plc 91
FINANCIAL STATEMENTS
Parent Company Statement of Changes in Equity
£ million
Share
capital
Share
premium
Capital
redemption
reserve
Capital
reserve
Revenue
reserve
Revaluation
reserve
Total
equity
Balance at 1 January 2023 156.8 45.7 36.3 3,578.6 (209.5) 9.4 3,617.3
Profit/(loss) for the year – – – 7 7.0 (16.7) – 60.3
Revaluation gain/(loss) on property, plant and equipment – – – – – 0.9 0.9
Total comprehensive income/(expense) for the year – – – 77.0 (16.7) 0.9 61.2
Dividends paid – – – (56.7) – – (56.7)
Purchase of treasury shares – – – (163.1) – – (163.1)
Balance at 31 December 2023 156.8 45.7 36.3 3,435.8 (226.2) 10.3 3,458.7
Balance at 1 January 2024 156.8 45.7 36.3 3,435.8 (226.2) 10.3 3,458.7
Profit/(loss) for the year – – – 318.7 (31.2) – 287.5
Revaluation gain/(loss) on property, plant and equipment
– – – – – 0.3 0.3
Total comprehensive income/(expense) for the year – – – 318.7 (31.2) 0.3 287.8
Dividends paid – – – (56.5) – – (56.5)
Purchase of treasury shares
– – – (80.4) – – (80.4)
Balance at 31 December 2024 156.8 45.7 36.3 3,617.6 (257.4) 10.6 3,609.6
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2024 RIT Capital Partners plc92
FINANCIAL STATEMENTS
Consolidated and Parent Company Cash Flow Statement
| Year ended 31 December | Consolidated cash flow | Parent Company cash flow | |||
£ million | Notes | 2024 | 2023 | 2024 | 2023 |
| Cash flows from operating activities: | |||||
Cash inflow/(outflow) before taxation and interest | 32 | 85.7 | 331.1 | ||
Interest paid | ( | ( | (33.4) | (34.4) | |
Net cash inflow/(outflow) from operating activities | 52.3 | 296.7 | |||
| Cash flows from investing activities: | |||||
Sale/(purchase) of property, plant and equipment | ( | ( | (0.1) | (0.3) | |
Investments in subsidiary undertakings | (8.7) | (21.0) | |||
Divestments from subsidiary undertakings | 34.6 | 25.2 | |||
Net cash inflow/(outflow) from investing activities | ( | ( | 25.8 | 3.9 | |
| Cash flows from financing activities: | |||||
Repayment of borrowings | ( | ( | (288.8) | (699.9) | |
Drawing of borrowings | 339.7 | 618.6 | |||
Purchase of ordinary shares by EBT 1 | 24 | ( | ( | – | – |
Purchase of ordinary shares into treasury | 21 | ( | ( | (80.4) | (163.1) |
Dividends paid | 31 | ( | ( | (56.5) | (56.7) |
Net cash inflow/(outflow) from financing activities | ( | ( | (86.0) | (301.1) | |
Increase/(decrease) in cash in the year | ( | ( | (7.9) | (0.5) | |
Cash at the start of the year | 196.7 | 193.9 | |||
Effect of foreign exchange rate changes on cash | ( | (4.9) | 3.3 | ||
Cash at the year end | 183.9 | 196.7 |
1
Shares are disclosed in the own shares reserve on the consolidated balance sheet.
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2024 RIT Capital Partners plc 93
FINANCIAL STATEMENTS
Notes to the Financial Statements
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc94
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
1. Accounting Policies (continued)
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 95
FINANCIAL STATEMENTS
Notes to the Financial Statements
1. Accounting Policies (continued)
Report and Accounts December 2024 RIT Capital Partners plc96
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
1. Accounting Policies (continued)
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 97
FINANCIAL STATEMENTS
Notes to the Financial Statements
£ million | 2024 | 2023 |
| Income from listed investments: | ||
Dividends | 15.6 | 10.1 |
Interest | 2.4 | 0.4 |
| Income from unlisted investments: | ||
Interest | – | 3.5 |
Interest income on cash and margin balances | 9.6 | 13.5 |
Income from investment properties | 1.5 | 1.8 |
Total investment income | 29.1 | 29.3 |
3. Gains/(losses) on fair value investments
£ million | 2024 | 2023 |
| Gains/(losses) on fair value investments | ||
excluding segregated accounts | 304.8 | 70.8 |
Gains/(losses) on segregated accounts | 47.5 | 47.1 |
Segregated account fees - annual | (2.0) | (1.9) |
Segregated account fees - performance | (4.4) | (6.1) |
| Net gains/(losses) on fair value | ||
| investments held in segregated | ||
accounts | 41.1 | 39.1 |
| Gains/(losses) on fair value | ||
investments | 345.9 | 109.9 |
The Company’s Investment Policy involves the allocation of part of
the portfolio to external fund managers. The vast majority of these
managers operate funds where the fees are charged within the fund.
These ‘indirect’ investment management and performance fees are
therefore automatically reflected within the valuations received from
the administrators or managers, and form part of the investment
gains/(losses). At 31 December 2024, three funds (31 December 2023:
three) were structured as segregated accounts, where the managers
separately invoice the Company for investment management fees.
In order to provide a consistent presentation for all external fees,
these are included within the gains/(losses) on fair value investments
as shown above. Further details on the typical fee structures for the
external funds are set out in the Directors’ Report on page 84.
£ million | 2024 | 2023 |
| Staff costs: | ||
Wages and salaries | 18.9 | 14.3 |
| Share-based payment costs | ||
(Note 25) | 5.9 | 14.7 |
Social security costs | 3.2 | 3.9 |
Pension costs (Note 11) | 0.7 | 0.5 |
Total staff costs | 28.7 | 33.4 |
Auditor’s remuneration (Note 5) | 0.4 | 0.4 |
Depreciation | 0.3 | 0.3 |
Lease payments | 0.5 | 0.5 |
Other operating expenses | 8.6 | 8.1 |
Total operating expenses | 38.5 | 42.7 |
£ thousand | 2024 | 2023 |
| Fees payable to the Company’s auditor | ||
and its associates for the audit of the Parent Company and consolidated | ||
financial statements | 266 | 278 |
| Fees payable to the Company’s auditor | ||
| and its associates for other services: | ||
Audit of the Company’s subsidiaries | 105 | 95 |
Audit-related assurance services | 3 | 9 |
Total | 374 | 382 |
£ million | 2024 | 2023 |
Purchases | 2.1 | 0.7 |
Sales | 1.1 | 0.6 |
Transaction costs | 3.2 | 1.3 |
Report and Accounts December 2024 RIT Capital Partners plc98
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
| 2024 | 2023 | ||||
| AUM | 2024 | AUM | 2023 | ||
Segment | Business | £ million 1 | Employees 1 | £ million 2 | Employees 2 |
RIT | Investment | – | – | – | – |
| trust | |||||
JRCM | Investment | 3,731 | 48 | 3,573 | 50 |
| management/ | |||||
| administration | |||||
SHL | Events/ | – | 13 | – | 12 |
| premises | |||||
| management |
| Net | Income/ | Operating | ||
| £ million | assets | gains 1 | expenses 1 | Profit 2 |
RIT | 3,609.6 | 373.7 | (52.9) | 320.8 |
JRCM | 127.9 | 49.5 | (32.1) | 17.4 |
SHL | 1.5 | 4.4 | (4.2) | 0.2 |
Adjustments 3 | (7.8) | (50.7) | 50.7 | – |
Total | 3,731.2 | 376.9 | (38.5) | 338.4 |
| Net | Income/ | Operating | ||
| £ million | assets | gains 1 | expenses 1 | Profit 2 |
RIT | 3,458.7 | 143.0 | (45.3) | 97.7 |
JRCM | 120.6 | 39.0 | (36.5) | 2.5 |
SHL | 1.3 | 4.1 | (3.8) | 0.3 |
Adjustments 3 | (7.3) | (42.9) | 42.9 | – |
Total | 3,573.3 | 143.2 | (42.7) | 100.5 |
£ million | 2024 | 2023 |
Interest on borrowings | 16.9 | 23.1 |
Interest on swaps | 16.4 | 11.3 |
Other finance costs | 0.1 | 0.0 |
Finance costs | 33.4 | 34.4 |
| Year ended 31 December 2024 | |||
| £ million | Revenue | Capital | Total |
UK corporation tax charge/(credit) | – | – | – |
Current tax charge/(credit) | – | – | – |
Deferred tax charge/(credit) | – | – | – |
Taxation charge/(credit) | – | – | – |
| Year ended 31 December 2023 | |||
| £ million | Revenue | Capital | Total |
UK corporation tax charge/(credit) | – | – | – |
Current tax charge/(credit) | – | – | – |
Deferred tax charge/(credit) | – | – | – |
Taxation charge/(credit) | – | – | – |
| Year ended 31 December 2024 | |||
| £ million | Revenue | Capital | Total |
Profit/(loss) before taxation | (9.2) | 314.2 | 305.0 |
| Tax at the standard UK corporation | |||
tax rate of 25.0% | (2.3) | 78.6 | 76.3 |
| Effect of: | |||
Capital items exempt from corporation tax | – | (88.9) | (88.9) |
Dividend income not taxable | (3.4) | – | (3.4) |
| Expenses not deductible for tax | |||
purposes | 0.2 | – | 0.2 |
Tax losses not recognised | 5.5 | 11.9 | 17.4 |
Other items | – | (1.6) | (1.6) |
Total taxation charge/(credit) | – | – | – |
| Year ended 31 December 2023 | |||
| £ million | Revenue | Capital | Total |
Profit/(loss) before taxation | (2.9) | 69.0 | 66.1 |
| Tax at the standard UK corporation | (0.7) | 16.2 | 15.5 |
| tax rate of 23.5% | |||
| Effect of: | |||
Capital items exempt from corporation tax | – | (25.9) | (25.9) |
Dividend income not taxable | (1.7) | – | (1.7) |
| Expenses not deductible for tax | |||
purposes | 0.1 | – | 0.1 |
Tax losses not recognised | 2.3 | 10.0 | 12.3 |
Other items | – | (0.3) | (0.3) |
Total taxation charge/(credit) | – | – | – |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 99
FINANCIAL STATEMENTS
Notes to the Financial Statements
9. Earnings per ordinary share – basic and diluted
The basic earnings per ordinary share for 2024 is based on the profit
of £305.0 million (2023: £66.1 million) and the weighted average
number of ordinary shares in issue during the period of 144.4 million
(2023: 149.5 million). The weighted average number of shares is
adjusted for shares held in the EBT and in treasury in accordance with
IAS 33 – Earnings per share.
£ million | 2024 | 2023 |
Net revenue profit/(loss) | (9.2) | (2.9) |
Net capital profit/(loss) | 314.2 | 69.0 |
Total profit/(loss) for the year | 305.0 | 66.1 |
Weighted average (million) | 2024 | 2023 |
Number of shares in issue | 156.8 | 156.8 |
Shares held in EBT | (1.2) | (1.8) |
Shares held in treasury | (11.2) | (5.5) |
Basic shares | 144.4 | 149.5 |
pence | 2024 | 2023 |
| Revenue earnings/(loss) | ||
per ordinary share – basic | (6.4) | (1.9) |
| Capital earnings/(loss) | ||
per ordinary share – basic | 217.6 | 46.1 |
Total earnings per share – basic | 211.2 | 44.2 |
The diluted earnings per ordinary share for the period is based on the
basic shares (above) adjusted for the effect of share-based payments
awards for the period.
Weighted average (million) | 2024 | 2023 |
Basic shares | 144.4 | 149.5 |
Effect of share-based payment awards | 0.7 | 1.4 |
Diluted shares | 145.1 | 150.9 |
pence | 2024 | 2023 |
| Revenue earnings/(loss) | ||
per ordinary share – diluted | (6.3) | (1.9) |
| Capital earnings/(loss) | ||
per ordinary share – diluted | 216.5 | 45.7 |
| Total earnings per ordinary share – | ||
diluted | 210.2 | 43.8 |
| Accumulated | Net book/ | |||
Group £ million | Cost | depreciation | Revaluation | fair value |
| At 1 January | ||||
2024 | 17.8 | (6.5) | 10.3 | 21.6 |
Additions | 0.1 | – | – | 0.1 |
Charge for depreciation | – | (0.3) | – | (0.3) |
| Revaluation gain/ | ||||
(loss) | – | – | 0.3 | 0.3 |
Fair value at 31 December | ||||
2024 | 17.9 | (6.8) | 10.6 | 21.7 |
| Of which: | ||||
| Property – | ||||
leasehold | 14.1 | (5.2) | 10.6 | 19.5 |
| Accumulated | Net book/ | |||
Group £ million | Cost | depreciation | Revaluation | fair value |
| At 1 January | ||||
2023 | 17.5 | (6.2) | 9.4 | 20.7 |
Additions | 0.3 | – | – | 0.3 |
Charge for depreciation | – | (0.3) | – | (0.3) |
| Revaluation gain/ | ||||
(loss) | – | – | 0.9 | 0.9 |
Fair value at 31 December | ||||
2023 | 17.8 | (6.5) | 10.3 | 21.6 |
| Of which: | ||||
| Property – | ||||
leasehold | 14.1 | (4.9) | 10.3 | 19.5 |
| Company | Accumulated | Net book/ | ||
£ million | Cost | depreciation | Revaluation | fair value |
| At 1 January | ||||
2024 | 16.1 | (4.9) | 10.3 | 21.5 |
Additions | 0.1 | – | – | 0.1 |
Charge for depreciation | – | (0.3) | – | (0.3) |
| Revaluation gain/ | ||||
(loss) | – | – | 0.3 | 0.3 |
Fair value at 31 December | ||||
2024 | 16.2 | (5.2) | 10.6 | 21.6 |
| Of which: | ||||
| Property – | ||||
leasehold | 14.1 | (5.2) | 10.6 | 19.5 |
Report and Accounts December 2024 RIT Capital Partners plc100
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
10. Property, plant and equipment (continued)
| Company | Accumulated | Net book/ | ||
£ million | Cost | depreciation | Revaluation | fair value |
| At 1 January | ||||
2023 | 15.8 | (4.6) | 9.4 | 20.6 |
Additions | 0.3 | – | – | 0.3 |
Charge for depreciation | – | (0.3) | – | (0.3) |
| Revaluation gain/ | ||||
(loss) | – | – | 0.9 | 0.9 |
Fair value at 31 December | ||||
2023 | 16.1 | (4.9) | 10.3 | 21.5 |
| Of which: | ||||
| Property – | ||||
leasehold | 14.1 | (4.9) | 10.3 | 19.5 |
£ million | 2024 | 2023 |
Net interest on defined benefit asset | 0.0 | (0.0) |
Administration costs and taxes | 0.2 | – |
Remeasurement effects recognised in the SOCI | (0.3) | 0.4 |
Total cost/(credit) | (0.1) | 0.4 |
£ million | 2024 | 2023 |
Defined contribution schemes | 0.5 | 0.5 |
| Defined benefit scheme: | ||
Net interest on defined benefit asset | 0.0 | 0.0 |
Administration costs and taxes | 0.2 | – |
Total pension cost recognised in the consolidated income statement | 0.7 | 0.5 |
£ million | 2024 | 2023 |
| Defined benefit scheme: | ||
Actuarial loss due to liability experience | 0.2 | 0.0 |
| Actuarial (gain)/loss due to liability | ||
assumption changes | (1.7) | 0.5 |
Actuarial (gain)/loss due to demographic assumption changes in defined benefit obligation (DBO) | 0.1 | (0.3) |
Return on Scheme assets greater than discount rate | 1.1 | 0.2 |
Remeasurement effects recognised in the SOCI | (0.3) | 0.4 |
Total (credit)/expense | 0.4 | 0.9 |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 101
FINANCIAL STATEMENTS
Notes to the Financial Statements
11. Pension commitments (continued)
£ million | 2024 | 2023 |
DBO at end of prior year | 17.3 | 17.1 |
Interest cost on the DBO | 0.8 | 0.9 |
| Actuarial (gain)/loss - demographic | ||
experience | 0.2 | 0.0 |
| Actuarial (gain)/loss - demographic | ||
assumptions | 0.1 | (0.3) |
Actuarial gain - financial assumptions | (1.7) | 0.5 |
Benefits paid from scheme assets | (0.9) | (0.9) |
Total DBO | 15.8 | 17.3 |
£ million | 2024 | 2023 |
| Opening fair value of the Scheme | ||
assets | 17.4 | 17.6 |
Interest income on Scheme assets | 0.8 | 0.9 |
Return on Scheme assets greater than discount rate | (1.1) | (0.2) |
Benefits paid | (0.9) | (0.9) |
Administration costs and taxes | (0.2) | – |
Total Scheme assets | 16.0 | 17.4 |
£ million | 2024 | 2023 |
| Net defined benefit asset at end of | ||
prior year | 0.1 | 0.5 |
Net cost recognised in profit and loss | (0.2) | – |
Remeasurement effects recognised in the SOCI | 0.3 | (0.4) |
Net defined benefit asset | 0.2 | 0.1 |
2024 | 2023 | |
Discount rate | 5.55% | 4.65% |
Price inflation (RPI) | 3.40% | 3.30% |
Rate of salary increase | n/a | n/a |
| Pension increases for pre 6 April 1997 | ||
pension | 4.00% | 4.00% |
| Pension increases for post 6 April 1997 | ||
pension | 4.25% | 4.20% |
| Pension increases for deferred benefits | ||
(non Guaranteed Minimum Pension) | 3.40% | 3.30% |
Scheme participant census date | 31 December | 31 December |
| 2023 | 2023 | |
| Post retirement mortality | ||
assumption-source | SAPS 1 | SAPS 1 |
£ million | 2024 | 2023 |
DBO | 15.8 | 17.3 |
| Assumptions | Revised | ||
| used for | DBO | ||
| sensitivity | Sensitivity | for each | |
| £ million | analysis | analysis | sensitivity |
Discount rate | 5.05% | 0.5% point decrease | 16.8 |
Price inflation (RPI) | 3.90% | 0.5% point increase | 16.0 |
Life expectancy | – | Increase of 1 year | 16.4 |
| Significant actuarial assumptions at 31 December 2023: | Assumptions | Revised | |
| used for | DBO | ||
| sensitivity | Sensitivity | for each | |
| £ million | analysis | analysis | sensitivity |
Discount rate | 4.15% | 0.5% point decrease | 18.5 |
Price inflation (RPI) | 3.80% | 0.5% point increase | 17.6 |
Life expectancy | – | Increase of 1 year | 18.0 |
Report and Accounts December 2024 RIT Capital Partners plc102
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
11. Pension commitments (continued)
£ million | 2024 | 2023 |
Deferred participants | 1.7 | 1.8 |
Pensioners | 14.1 | 15.5 |
DBO | 15.8 | 17.3 |
| 31 December | 31 December | |
| Scheme asset breakdown | 2024 | 2023 |
Bulk insurance policy | 99% | 98% |
Cash and liquidity/other | 1% | 2% |
Total | 100% | 100% |
£ million | 2024 | 2023 |
Balance at start of year | (0.0) | (0.2) |
| (Debit)/credit to consolidated income | ||
statement | – | – |
(Debit)/credit to SOCI | (0.1) | 0.2 |
Balance at end of year | (0.1) | (0.0) |
£ million | 2024 | 2023 |
Retirement benefit asset | (0.1) | (0.0) |
Balance at end of year | (0.1) | (0.0) |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 103
FINANCIAL STATEMENTS
Notes to the Financial Statements
13. Financial instruments (continued)
| 31 December | 31 December | |
| £ million | 2024 | 2023 |
Exposure to quoted equity price risk 1 | 1,900.5 | 1,594.5 |
Exposure to other price risk | 2,018.6 | 2,332.2 |
Total exposure to price risk | 3,919.1 | 3,926.7 |
| 2024 | 2023 | |
| Impact on | Impact on | |
| profit and net | profit and net | |
| £ million | assets | assets |
Quoted equity | 268.6 | 230.2 |
Other | 207.4 | 260.4 |
Total | 476.0 | 490.6 |
| 31 December 2024 | |||
| £ million | Floating rate | Fixed rate | Total |
| Portfolio investments – | |||
debt securities 1 | – | 128.1 | 128.1 |
Cash | 189.4 | – | 189.4 |
Borrowings | (200.1) | (133.8) | (333.9) |
Total | (10.7) | (5.7) | (16.4) |
Report and Accounts December 2024 RIT Capital Partners plc104
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
13. Financial instruments (continued)
| 31 December 2023 | |||
| £ million | Floating rate | Fixed rate | Total |
| Portfolio investments – | |||
debt securities 1 | – | 154.0 | 154.0 |
Cash | 204.3 | – | 204.3 |
Borrowings | (142.9) | (137.9) | (280.8) |
Total | 61.4 | 16.1 | 7 7.5 |
| 2024 | 2023 | |
| Impact on | Impact on | |
| profit and net | profit and net | |
| £ million | assets | assets |
Total | (1.7) | 2.7 |
| 2024 | 2023 | |
| Net exposure | Net exposure | |
| £ million | % of NAV | % of NAV |
US dollar | 32.1 | 39.6 |
Euro | 1.7 | 6.0 |
Japanese yen | 4.3 | 4.4 |
Other non-sterling | 4.4 | 2.6 |
Total 1 | 42.5 | 52.6 |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 105
FINANCIAL STATEMENTS
Notes to the Financial Statements
13. Financial instruments (continued)
| 2024 | 2023 | |
| Impact on | Impact on | |
| profit and net | profit and net | |
| £ million | assets | assets |
US dollar | (67.3) | (104.8) |
Japanese yen | (15.9) | (15.9) |
Euro | (6.5) | (21.5) |
Other non-sterling | (16.4) | (8.9) |
Total | (106.1) | (151.1) |
£ million | 2024 | 2023 |
Portfolio investments – debt securities 1 | 128.1 | 154.0 |
Derivative financial instruments 2 | 92.2 | 71.3 |
Cash margin | 117.3 | 3 7.8 |
Other receivables | 5.8 | 33.4 |
Cash at bank | 189.4 | 204.3 |
Total | 532.8 | 500.8 |
Report and Accounts December 2024 RIT Capital Partners plc106
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
13. Financial instruments (continued)
| 31 December 2024 | ||||
| 3 months | 3-12 | |||
| £ million | or less | months | >1 year | Total |
| Current liabilities: | ||||
Borrowings | – | 161.1 | – | 161.1 |
| Derivative financial | ||||
instruments | 58.2 | 11.6 | – | 69.8 |
Amounts owed to group undertakings | 16.3 | – | – | 16.3 |
| Non-current liabilities: | ||||
| Derivative financial | ||||
instruments | – | – | 17.5 | 1 7.5 |
Borrowings | 1.8 | 6.6 | 223.3 | 231.7 |
Lease liability | 0.1 | 0.1 | 6.5 | 6.7 |
Financial liabilities | 76.4 | 179.4 | 247.3 | 503.1 |
| Other non-financial | ||||
liabilities | 77.5 | – | 3.1 | 80.6 |
Total | 153.9 | 179.4 | 250.4 | 583.7 |
| 31 December 2023 | ||||
| 3 months | 3-12 | |||
| £ million | or less | months | >1 year | Total |
| Current liabilities: | ||||
Borrowings | 142.9 | – | – | 142.9 |
| Derivative financial | ||||
instruments | 2.5 | 0.3 | – | 2.8 |
Amounts owed to group undertakings | 0.1 | – | – | 0.1 |
| Non-current liabilities: | ||||
| Derivative financial | ||||
instruments | 0.0 | – | – | 0.0 |
Borrowings | – | 5.6 | 189.3 | 194.9 |
Lease liability | 0.1 | 0.3 | 8.0 | 8.4 |
Financial liabilities | 145.6 | 6.2 | 197.3 | 349.1 |
| Other non-financial | ||||
liabilities | 39.2 | – | 3.0 | 42.2 |
Total | 184.8 | 6.2 | 200.3 | 391.3 |
£ million | 2024 | 2023 |
Cash margin | 117.3 | 3 7.8 |
| Group and Company | ||||
| Assets | Liabilities | |||
| As at 31 December 2024 | Notional 1 | (positive | (negative | Total fair |
| £ million | amount | fair value) | fair value) | value |
Commodity derivatives | 122.1 | 2.2 | (9.7) | (7.5) |
| Currency derivatives | 1,660.9 | 9.3 | (49.0) | (39.7) |
Equity derivatives | 317.5 | 80.7 | (28.6) | 52.1 |
Total | 92.2 | (87.3) | 4.9 |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 107
FINANCIAL STATEMENTS
Notes to the Financial Statements
13. Financial instruments (continued)
| Group and Company | ||||
| Assets | Liabilities | |||
| As at 31 December 2023 | Notional 1 | (positive | (negative | Total fair |
| £ million | amount | fair value) | fair value) | value |
Commodity derivatives | 233.5 | 6.0 | (1.8) | 4.2 |
Currency derivatives | 1,406.8 | 32.6 | (0.7) | 31.9 |
Equity derivatives | 415.9 | 32.7 | (0.3) | 32.4 |
Total | 71.3 | (2.8) | 68.5 |
Report and Accounts December 2024 RIT Capital Partners plc108
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
13. Financial instruments (continued)
| As at 31 December 2024 | ||||
£ million | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at fair value through profit or loss (FVPL): | ||||
Portfolio investments | 996.3 | 989.4 | 1,665.6 | 3,651.3 |
| Non-consolidated | ||||
subsidiaries | – | – | 140.8 | 140.8 |
Investments held at fair value | 996.3 | 989.4 | 1,806.4 | 3,792.1 |
| Derivative financial | ||||
instruments | 8.1 | 84.1 | – | 92.2 |
Total financial assets at FVPL | 1,004.4 | 1,073.5 | 1,806.4 | 3,884.3 |
| Non-financial assets measured at fair value: | ||||
Investment property | – | – | 32.7 | 32.7 |
Property, plant and equipment | – | – | 21.7 | 21.7 |
| Total non-financial assets | ||||
measured at fair value | – | – | 54.4 | 54.4 |
| Financial liabilities at FVPL: | ||||
Borrowings | – | – | (333.9) | (333.9) |
| Derivative financial | ||||
instruments | (8.0) | (79.3) | – | (87.3) |
| Total financial liabilities | ||||
at FVPL | (8.0) | (79.3) | (333.9) | (421.2) |
| Total net assets | ||||
measured at fair value | 996.4 | 994.2 | 1,526.9 | 3,517.5 |
Other non-current assets | 0.2 | |||
Cash at bank | 189.4 | |||
Other current assets | 123.1 | |||
Other current liabilities | (93.8) | |||
| Other non-current liabilities | (5.2) | |||
Net assets | 3,731.2 |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 109
FINANCIAL STATEMENTS
Notes to the Financial Statements
13. Financial instruments (continued)
| Investments | |||
| Year ended 31 December 2024 | held at fair | ||
| £ million | value | Properties | Total |
Opening balance | 1,765.2 | 55.7 | 1,820.9 |
Purchases | 222.8 | – | 222.8 |
Sales | (242.3) | – | (242.3) |
| Gains/(losses) through profit | |||
or loss 1 | 138.9 | (0.5) | 138.4 |
| Unrealised gains/(losses) | |||
through other comprehensive income | – | 0.3 | 0.3 |
Transfer in to level 3 | 43.2 | – | 43.2 |
Transfer out of level 3 | (137.3) | – | (137.3) |
Other | 15.9 | (1.1) | 14.8 |
Closing balance | 1,806.4 | 54.4 | 1,860.8 |
| 31 December | 31 December | |
| £ million | 2024 | 2023 |
Third-party valuation 1 | 213.8 | 259.7 |
Discount to earnings multiple | 50.2 | – |
Recent transaction | 31.6 | 60.0 |
Earnings multiple 1 | 21.5 | 7.5 |
Other industry metrics | 14.1 | 22.9 |
Discount to agreed sale 2 | 12.0 | 13.3 |
Cost 3 | 12.0 | 6.0 |
Blend of methods | 11.3 | – |
Discount to recent transaction | 8.1 | 22.3 |
Total | 374.6 | 391.7 |
| Valuation | |
method/approach | Sensitivity analysis |
| Third-party | A 5% change in the value of these assets would |
| valuations | result in a £10.7 million or 0.3% (December |
| 2023: £13.0 million, 0.4%) change in net assets. | |
| Discount to earnings | Assets in this category are valued using |
| multiple | discounts applied to sales multiples. The |
| discounts range between 50% and 75% and | |
| the multiples used range between 1.8x - 10.3x. | |
| If the net impact of these variables caused an | |
| increase or decrease of 5% then the net assets | |
| would increase/decrease by £2.5 million or | |
| 0.07% (December 2023: n/a). | |
Recent transaction | A 5% change in the value of these assets would |
| result in a £1.6 million or 0.04% (December | |
| 2023: £3.0 million, 0.08%) change in net | |
| assets. | |
Earnings multiple | Assets in this category are valued using |
| earnings multiples in the range of 1.0x - 11.9x. | |
| If the multiple used for valuation purposes is | |
| increased or decreased by 5% then the net | |
| assets would increase/decrease by £0.6 million | |
| or 0.02% (December 2023: £0.5 million, 0.02%). | |
| Other industry | A 5% change in the value of these assets would |
| metrics | result in a £0.7 million or 0.02% (December |
| 2023: £1.4 million, 0.04%) change in net assets. |
Report and Accounts December 2024 RIT Capital Partners plc110
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
13. Financial instruments (continued)
| Valuation | |
method/approach | Sensitivity analysis |
| Discount to agreed | The asset in this category is valued at a 25% |
| sale | discount to an agreed sale to account for |
| uncertainty of the deal closing. A 5% change | |
| in discount would result in a £0.2 million | |
| or <0.01% (December 2023: £0.03 million, | |
| <0.001%) change in net assets. | |
Cost | A 5% change in the value of these assets would |
| result in a £0.6 million or 0.02% (December | |
| 2023: £0.3 million, <0.01%) change in net | |
| assets. | |
Blend of methods | A 5% change in the value of these assets would |
| result in a £0.6 million or 0.02% (December | |
| 2023: n/a) change in net assets. | |
| Discount to recent | Assets in this category are valued using a |
| transaction | discount applied to a recent financing round |
| or secondary transaction. Discounts range | |
| between 50% and 63% and are reflective | |
| of a number of different factors including | |
| elapsed time since the transaction and the | |
| movement in market prices of broadly similar | |
| listed companies. A 5% change to the discount | |
| applied would result in a £0.4 million or 0.01% | |
| (December 2023: £1.1 million, 0.03%). |
| As at 31 December 2023 | ||||
£ million | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at fair value through profit or loss (FVPL): | ||||
Portfolio investments | 668.4 | 1,065.8 | 1,628.1 | 3,362.3 |
| Non-consolidated | ||||
subsidiaries | – | – | 137.1 | 137.1 |
Investments held at fair value | 668.4 | 1,065.8 | 1,765.2 | 3,499.4 |
| Derivative financial | ||||
instruments | 8.7 | 62.6 | – | 71.3 |
Total financial assets at FVPL | 677.1 | 1,128.4 | 1,765.2 | 3,570.7 |
| Non-financial assets measured at fair value: | ||||
Investment property | – | – | 34.1 | 34.1 |
Property, plant and equipment | – | – | 21.6 | 21.6 |
| Total non-financial assets | ||||
measured at fair value | – | – | 55.7 | 55.7 |
| Financial liabilities at FVPL: | ||||
Borrowings | – | – | (280.8) | (280.8) |
| Derivative financial | ||||
instruments | (1.8) | (1.0) | – | (2.8) |
| Total financial liabilities | ||||
at FVPL | (1.8) | (1.0) | (280.8) | (283.6) |
| Total net assets | ||||
measured at fair value | 675.3 | 1,127.4 | 1,540.1 | 3,342.8 |
Other non-current assets | 0.1 | |||
Cash at bank | 204.3 | |||
Other current assets | 71.3 | |||
Other current liabilities | (39.3) | |||
Other non-current liabilities | (5.9) | |||
Net assets | 3,573.3 |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 111
FINANCIAL STATEMENTS
Notes to the Financial Statements
13. Financial instruments (continued)
| Investments | |||
| Year ended 31 December 2023 | held at fair | ||
| £ million | value | Properties | Total |
Opening balance | 1,875.3 | 58.6 | 1,933.9 |
Purchases | 187.2 | – | 187.2 |
Sales | (159.0) | – | (159.0) |
Gains/(losses) through profit or loss | (143.2) | (2.9) | (146.1) |
| Unrealised gains/(losses) | |||
through other comprehensive income | – | 0.3 | 0.3 |
Other | 4.9 | (0.3) | 4.6 |
Closing balance | 1,765.2 | 55.7 | 1,820.9 |
£ million | 2024 | 2023 |
Equity share capital | 156.8 | 156.8 |
Retained earnings and other reserves | 3,574.4 | 3,416.5 |
Net asset value | 3,731.2 | 3,573.3 |
Borrowings | 333.9 | 280.8 |
Total capital | 4,065.1 | 3,854.1 |
31 December 2024 | 31 December 2023 | |||
| £ million | Group | Company | Group | Company |
Commitments | 215.2 | 215.2 | 307.1 | 307.1 |
15. Investment property
The Group and Company’s investment property as at 31 December
2024 was £32.7 million (2023: £34.1 million).
£ million | 2024 | 2023 |
| Rental income from investment | ||
properties | 1.5 | 1.8 |
| Direct operating expenses arising | ||
from investment properties that generated rental income during the year | (1.7) | (1.5) |
Cash outflow from leases | (0.5) | (0.5) |
The Group and Company is committed to making the following
payments under non-cancellable leases over the periods described.
£ million | 2024 | 2023 |
Within one year | 0.2 | 0.4 |
Under non-cancellable leases the Group and Company will receive the
following:
£ million | 2024 | 2023 |
Within one year | 0.6 | 0.6 |
Between one and two years | 0.5 | 0.3 |
Between two and three years | 0.3 | 0.1 |
Between three and four years | – | 0.0 |
All investment properties held by the Group during the year generated
rental income.
Report and Accounts December 2024 RIT Capital Partners plc112
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
15. Investment property (continued)
The Company leases Spencer House from the Spencer Trustees (the
Trustees). The terms of this lease include provisions such that: any
assignment or sale of the lease can occur only with the consent of
the Trustees, there are limits on the frequency of events and that
the Trustees retain certain (de minimis) usage rights over the ‘fine
rooms’. The Company is required to externally redecorate every three
years and to internally redecorate every seven years. The property is
typically open to the public for viewing every Sunday, except during
August. The investment property portfolio is valued by JLL on a
six-monthly basis in accordance with current RICS Valuation – Global
Standards, published by the Royal Institution of Chartered Surveyors,
on the basis of open market value. The most recent valuation,
which reflects the factors highlighted above, was undertaken as at
31 December 2024.
31 December 2024 | 31 December 2023 | |||
| £ million | Group | Company | Group | Company |
Cash margin | 117.3 | 117.3 | 3 7.8 | 3 7.8 |
Amounts receivable | 1.5 | 1.3 | 1.2 | 1.2 |
Prepayments and accrued income | 1.2 | 0.7 | 4.2 | 3.6 |
| Sales for future | ||||
settlement | 3.1 | 3.1 | 28.0 | 28.0 |
Total | 123.1 | 122.4 | 71.2 | 70.6 |
| Amounts owed by/(to) | ||
| Group undertakings | ||
| £ million | 2024 | 2023 |
RIT Investments US, Inc | (1.3) | 0.0 |
RIT Investments GP Limited | (0.1) | (0.1) |
J. Rothschild Capital Management US, Inc | (14.9) | 0.1 |
Total | (16.3) | 0.0 |
| Amounts owed by/(to) | ||
| Company undertakings | ||
| £ million | 2024 | 2023 |
RIT Investments US, Inc | (1.3) | 0.0 |
JRCM | (131.5) | (119.7) |
J. Rothschild Capital Management US, Inc | (14.9) | 0.1 |
Total | (147.7) | (119.6) |
£ million | 2024 | 2023 |
Short-term employee benefits | 8.9 | 4.2 |
Share-based payment | 4.4 | 11.5 |
Social security costs | 1.9 | 2.3 |
Total | 15.2 | 18.0 |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 113
FINANCIAL STATEMENTS
Notes to the Financial Statements
| Group and Company | ||
| £ million | 2024 | 2023 |
| Unsecured loans payable within one | ||
| year: | ||
Revolving credit facilities | 147.3 | 142.9 |
Fixed rate loan notes | 12.9 | – |
Unsecured loans payable in more than one year: | ||
Floating rate term loan | 52.8 | – |
Fixed rate loan notes | 120.9 | 137.9 |
Total borrowings | 333.9 | 280.8 |
31 December 2024 | 31 December 2023 | |||
| £ million | Group | Company | Group | Company |
Accruals | 16.3 | 6.7 | 15.2 | 8.3 |
Other creditors | 18.0 | 1 7.7 | 21.3 | 20.9 |
| Purchases for future | ||||
settlement | 43.2 | 43.2 | 2.7 | 2.7 |
Total | 77.5 | 67.6 | 39.2 | 31.9 |
20. Provisions
31 December 2024 | 31 December 2023 | |||
| £ million | Group | Company | Group | Company |
Opening balance | 3.0 | 3.0 | 1.8 | 2.2 |
Additional provision | 0.2 | 0.2 | 1.7 | 1.3 |
Amounts utilised | (0.3) | (0.3) | (0.4) | (0.4) |
| Foreign exchange | ||||
movements | 0.1 | 0.1 | (0.1) | (0.1) |
Total | 3.0 | 3.0 | 3.0 | 3.0 |
The provision above relates to an indemnity provided by the Company
in 1991 when it profitably disposed of its indirect interest in Cavenham
Forest Industries (CFI). The sellers (including the Company)
indemnified the purchasers of CFI against certain ongoing costs being
incurred by CFI. The indemnity provision has been estimated based
on the net present value of the Company’s share of the projected
indemnified costs.
As at 31 December 2024 there are no provisions in respect of
investments which are expected to settle within the next 12 months
(as at 31 December 2023: £nil). It is anticipated that provisions
noted above will be settled more than 12 months after the balance
sheet date.
| 2024 | 2023 | ||
| Nominal value | Nominal value | ||
| Shares in | of total shares | of total shares | |
| £ million | issue | in issue | in issue |
| Allotted, issued and fully paid: | |||
At 1 January | 156,848,065 | 156.8 | 156.8 |
At 31 December | 156,848,065 | 156.8 | 156.8 |
Report and Accounts December 2024 RIT Capital Partners plc114
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
21. Share capital (continued)
£ million | 2024 | 2023 |
At 1 January | 45.7 | 45.7 |
At 31 December | 45.7 | 45.7 |
£ million | 2024 | 2023 |
At 1 January | 36.3 | 36.3 |
At 31 December | 36.3 | 36.3 |
£ million | 2024 | 2023 |
Opening cost | (36.7) | (46.3) |
Own shares acquired | (13.7) | (9.8) |
Own shares transferred | 25.1 | 19.4 |
Closing cost | (25.3) | (36.7) |
25. Share-based payments
The Group utilises share-based awards for employees, the vast
majority of which are equity-settled, and designed to align the
interests of employees with those of shareholders.
Restricted share units (RSUs) were awarded to employees during the
year. These are widely used long-term incentive awards that comprise
awards of shares made to employees that will vest after a three-
year service period. There are also a small number of legacy share
appreciation rights (SARs) remaining. These are no longer awarded to
employees since the conversion to RSUs was made in 2021.
In addition, 60% of annual bonuses over £250,000 are made in
deferred shares which vest over three years (based on a service
condition).
The total expense for share-based awards is fixed based on the initial
fair value at the time the award is made. The ultimate impact on the
net asset value is the cost of the shares acquired by the EBT and then
transferred to employees if and when they vest. For 2024, the cost
recognised in the income statement (excluding national insurance) for
share-based awards was £5.9 million (2023: £14.7 million) of which
£3.8 million relates to RSUs and £2.1 million to deferred shares.
The movement in share-based awards is as follows:
Number (thousand) | 2024 | 2023 |
| Outstanding at the start of the year: | ||
SARs | 109 | 315 |
RSUs | 1,200 | 1,483 |
Deferred shares | 627 | 988 |
Total | 1,936 | 2,786 |
| Granted during the year: | ||
RSUs | 481 | 424 |
Deferred shares | 102 | 91 |
Total | 583 | 515 |
| Exercised/vested during the year: | ||
SARs | – | – |
RSUs | (707) | (377) |
Deferred shares | (387) | (452) |
Total | (1,094) | (829) |
| Lapsed/forfeited during the year: | ||
SARs | (22) | (206) |
RSUs | (69) | (330) |
Deferred shares | (35) | – |
Total | (126) | (536) |
| Outstanding at the end of the year: | ||
SARs | 87 | 109 |
RSUs | 905 | 1,200 |
Deferred shares | 307 | 627 |
Total | 1,299 | 1,936 |
SARs exercisable at year end | 87 | 109 |
Intrinsic value of SARs exercisable at year end (£ million) | 0.0 | 0.0 |
For share-based awards granted during the year, the weighted average
fair value of each award was 1,630 pence (2023: 1,770 pence).
Share-based awards with service conditions attached (deferred
shares and RSUs) were valued using the prevailing market price.
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 115
FINANCIAL STATEMENTS
Notes to the Financial Statements
31 December 2024 | 31 December 2023 | |||
| £ million | Group | Company | Group | Company |
Balance at start of year | 3,393.1 | 3,435.8 | 3,548.9 | 3,578.6 |
Gains/(loss) for the year | 347.5 | 348.1 | 110.7 | 110.7 |
Dividend paid | (56.5) | (56.5) | (56.7) | (56.7) |
Other capital items | (135.8) | (109.8) | (209.8) | (196.8) |
Taxation | – | – | – | – |
Total capital return | 155.2 | 181.8 | (155.8) | (142.8) |
Balance at end of year | 3,548.3 | 3,617.6 | 3,393.1 | 3,435.8 |
£ million | 2024 | 2023 |
| Capital reserve: | ||
in respect of investments realised | 2,670.2 | 2,557.3 |
in respect of investments held | 947.4 | 878.5 |
Balance at end of year | 3,617.6 | 3,435.8 |
31 December 2024 | 31 December 2023 | |||
| £ million | Group | Company | Group | Company |
Balance at start of year | (32.2) | (226.2) | (29.1) | (209.5) |
Loss for the year | (9.2) | (31.2) | (2.9) | (16.7) |
Actuarial gain/(loss) | 0.3 | – | (0.4) | – |
| Deferred tax (charge)/ | ||||
credit | (0.1) | – | 0.2 | – |
Balance at end of year | (41.2) | (257.4) | (32.2) | (226.2) |
31 December 2024 | 31 December 2023 | |||
| £ million | Group | Company | Group | Company |
Balance at start of year | 10.3 | 10.3 | 9.4 | 9.4 |
| Revaluation gain/(loss) | ||||
| on property, plant | ||||
and equipment | 0.3 | 0.3 | 0.9 | 0.9 |
Balance at end of year | 10.6 | 10.6 | 10.3 | 10.3 |
29. Net asset value per ordinary share – basic and diluted
Net asset value per ordinary share is based on the following data:
31 December | 2024 | 2023 |
Net assets (£ million) | 3,731.2 | 3,573.3 |
Number of shares in issue (million) | 156.8 | 156.8 |
Shares held in EBT (million) | (1.1) | (1.6) |
Shares held in treasury (million) | (13.6) | (9.3) |
Basic shares (million) | 142.1 | 145.9 |
| Effect of share-based payment awards | ||
(million) | 0.7 | 1.4 |
Diluted shares (million) | 142.8 | 147.3 |
| 2024 | 2023 | |
| 31 December | pence | pence |
| Net asset value per ordinary share – | ||
basic | 2,627 | 2,449 |
| Net asset value per ordinary share – | ||
diluted | 2,614 | 2,426 |
| £ million | |
Carrying value at 1 January 2024 | 143.2 |
Additions | 8.7 |
Disposals | (34.6) |
Fair value movements in year | 29.8 |
Carrying value at 31 December 2024 | 147.1 |
| £ million | |
Carrying value at 1 January 2023 | 107.2 |
Additions | 21.0 |
Disposals | (25.2) |
Fair value movements in year | 40.2 |
Carrying value at 31 December 2023 | 143.2 |
Name | Issued share capital | |
JRCM 1 | £6,250,001 divided into 6 | ,250,000 ordinary shares of |
| £1 each and one special share of £1 which provides | ||
| rights over the use of the “J. Rothschild” name. |
Report and Accounts December 2024 RIT Capital Partners plc116
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
30. Investments in subsidiary undertakings (continued)
| Principal place | ||
| Name | of business | Ownership |
Spencer House Limited 1,5 | England | 100% |
RIT US Value Partnership LP 1,6 | England | 100% |
RIT Investments GP Limited 2,3,5 | Scotland | 100% |
| J. Rothschild Capital Management | ||
US Inc 4,5 | United States | 100% |
RIT Investments US Inc 3,4,5 | United States | 100% |
RIT US Holdings LLP 3,4,6 | United States | 100% |
31. Dividends
| 2024 | 2023 | |||
| Pence per | Pence per | 2024 | 2023 | |
| share | share | £ million | £ million | |
Dividends paid in year | 56.5 | 56.7 |
The above amounts were paid as distributions to equity holders of the
Company in the relevant year from accumulated capital profits.
Dividends are not paid on shares held in treasury and the EBT waives
its rights to all dividends.
On 4 March 2024 the Board declared a first interim dividend of
19.5 pence per share in respect of the year ended 31 December
2024 that was paid on 26 April 2024. A second interim dividend of
19.5 pence per share was declared by the Board on 31 July 2024 and
paid on 25 October 2024.
The Board declares the payment of a first interim dividend of
21.5 pence per share in respect of the year ending 31 December 2025.
This will be paid on 25 April 2025 to shareholders on the register on
4 April 2025, and funded from the accumulated capital profits.
32. Reconciliation of profit/(loss) before finance costs
and taxation to net cash inflow/(outflow) from operating
activities before taxation and interest
| Group | ||
£ million | 2024 | 2023 |
Profit/(loss) before dividend and interest income, finance costs and taxation | 310.8 | 73.0 |
Dividend income | 15.6 | 10.1 |
Interest income | 12.0 | 17.4 |
Profit/(loss) before finance costs and taxation | 338.4 | 100.5 |
(Increase)/decrease in other receivables | (51.9) | 174.1 |
Increase/(decrease) in other payables | 38.3 | (24.3) |
Other movements | 25.4 | 20.0 |
(Gains)/losses on borrowings | (4.1) | 3.6 |
| Realised foreign exchange (gains)/ | ||
| losses on repayments and drawings | ||
of borrowings | (1.8) | (15.3) |
| Unrealised foreign exchange (gains)/ | ||
| losses on repayments and drawings | ||
of borrowings | 8.0 | 3.3 |
Purchase of investments held at fair value | (1,480.6) | (853.4) |
Sale of investments held at fair value | 1,596.8 | 951.9 |
(Gains)/losses on fair value investments | (408.9) | (11.2) |
(Increase)/decrease in derivatives | 63.6 | (20.6) |
Net cash inflow/(outflow) from operating activities before taxation | ||
and interest | 123.2 | 328.6 |
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 117
FINANCIAL STATEMENTS
Notes to the Financial Statements
32. Reconciliation of profit/(loss) before finance costs
and taxation to net cash inflow/(outflow) from operating
activities before taxation and interest (continued)
| Company | ||
£ million | 2024 | 2023 |
Profit/(loss) before dividend and interest income, finance costs and taxation | 293.3 | 67.2 |
Dividend income | 15.6 | 10.1 |
Interest income | 12.0 | 17.4 |
Profit/(loss) before finance costs and taxation | 320.9 | 94.7 |
(Increase)/decrease in other receivables | (51.8) | 174.3 |
Increase/(decrease) in other payables | 35.7 | (22.2) |
Other movements | 5.8 | 1.2 |
(Gains)/losses on borrowings | (4.1) | 3.6 |
| Realised foreign exchange (gains)/ | ||
| losses on repayments and drawings | ||
of borrowings | (1.8) | (15.3) |
| Unrealised foreign exchange (gains)/ | ||
| losses on repayments and drawings | ||
of borrowings | 8.0 | 3.3 |
(Increase)/decrease in investments in subsidiary undertakings | (29.8) | (40.2) |
| Increase/(decrease) in amounts owed | ||
to group undertakings | 28.1 | 29.5 |
Purchase of investments held at fair value | (1,379.0) | (832.5) |
Sale of investments held at fair value | 1,485.8 | 926.7 |
(Gains)/losses on fair value investments | (395.7) | 28.6 |
(Increase)/decrease in derivatives | 63.6 | (20.6) |
Net cash inflow/(outflow) from operating activities before taxation | ||
and interest | 85.7 | 331.1 |
Reconciliation of liabilities arising from financing activities (Group and
Company):
| Non-cash | Net | |||
| changes in | (drawdowns)/ | |||
£ million | 2023 | fair value 1 | repayments | 2024 |
Borrowings: current | (142.9) | 33.6 | (50.9) | (160.2) |
Borrowings: non- current | (137.9) | (35.8) | – | (173.7) |
Total | (280.8) | (2.2) | (50.9) | (333.9) |
1
Including currency translation.
As at 31 December 2024 | £ million |
3D Opportunities | 167.1 |
BlackRock Strategic Equity | 128.0 |
Tresidor Credit Opportunities | 98.3 |
Attestor Value | 89.6 |
Motive | 84.6 |
ARCM IV | 83.6 |
Springs Opportunities | 83.4 |
HCIF Offshore | 80.1 |
RIT US Value Partnership | 77.4 |
Woodline Fund | 68.4 |
Total | 960.5 |
As at 31 December 2023 | £ million |
3D Opportunities | 182.2 |
HCIF Offshore | 156.8 |
BlackRock Strategic Equity | 112.3 |
Attestor Value | 97.5 |
ARCM IV | 96.9 |
Tresidor Credit Opportunities | 89.9 |
Motive | 78.0 |
RIT US Value Partnership | 77.8 |
Springs Opportunities | 70.7 |
Caxton Dynamis | 68.5 |
Total | 1,030.6 |
Report and Accounts December 2024 RIT Capital Partners plc118
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
33. Material investments and related undertakings (continued)
£ million | 2024 | 2023 |
Total 1 | 1,745.4 | 1,729.5 |
| Fair value | % | |||||
Investment name | Place of registration Registered address | £ million | interest 1 | |||
1992 | Co-Invest (offshore) LP | Cayman Islands | PO Box 209, Ugland House, Grand Cayman, KY1-1104 | 35.0 | 55.7% | |
Bronte Capital Metis Fund LP | Cayman Islands | Waystone PO Box 1344 Grand Cayman KY1-1108 | 30.1 | 99.0% | ||
| Browning West Cayman Special | Cayman Islands | Walkers Corporate Limited, 190 Elgin Avenue, George Town, | 23.0 | 36.7% | ||
| Situations LP | Grand Cayman KY1-9008 | |||||
Browning West Cayman SPV 2 LP | Cayman Islands | Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital | 14.3 | 30.9% | ||
| Road, George Town, Grand Cayman KY1-9008 | ||||||
Browning West SPV 3 LP | Delaware, USA | 1209 | Orange Street, Wilmington, New Castle County Delaware | 26.5 | 22.1% | |
19801. | LPA s. 2.04 | |||||
Chicago Atlantic CO3 (Offshore) LP Cayman Islands | 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, | 8.2 | 26.4% | |||
| Grand Cayman KY1-1002 | ||||||
Darwin Private Equity I LP | England and | 4 Burntwood Drive, Oxted, Surrey, RH8 9EN | 0.7 | 23.9% | ||
| Wales | ||||||
HHLR Fund Feeder UK Ltd, Class A | Cayman Islands | 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, | 7.9 | 73.1% | ||
| Grand Cayman KY1-1002 | ||||||
Hunter Point Capital | England and | 27 St. James’s Places, London SW1A 1 NR | 9.4 | 27.3% | ||
| Wales | ||||||
ICQ Holdings 6 LLC | Delaware, USA | 2711 | Centerville Road, Suite 400, Wilmington, Delaware 19808 | 19.8 | 100.0% | |
LCV Fund III LP | Delaware, USA | 251 | Little Falls Drive Wilmington, New Castle, DE, 19808 | 21.9 | 31.3% | |
Mather Point Offshore Fund Ltd | Cayman Islands | Walkers Corporate Limited, 190 Elgin Avenue, George Town, | 7.5 | 28.0% | ||
| Grand Cayman KY1-9008 | ||||||
Media Technology Ventures IV LP | California, USA | 185 | Berry Street, Suite 3600, San Francisco, California 94107 | 1.6 | 38.5% | |
RR Capital Partners LP | Delaware, USA | 251 | Little Falls Drive Wilmington, New Castle, DE, 19808 | 0.3 | 20.5% | |
| Springs Global Strategic Partners | Cayman Islands | Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital | 0.3 | 77.5% | ||
| Fund – Anchor Class | Road, George Town, Grand Cayman KY1-9008 | |||||
Springs Opportunities Fund LP, Series A | Cayman Islands | 4th Floor, Willow House, Cricket Square, Grand Cayman KY1-9010 | 83.4 | 100.0% | ||
Tresidor Credit Opportunities Fund | Ireland | 2nd Floor, 2 Custom House Plaza, Harbourmaster Place, Dublin 1 | 129.3 | 100.0% | ||
Xander Seleucus II LP | Cayman Islands | PO Box 209, Ugland House, Grand Cayman, KY1-1104 | 0.2 | 41.9% | ||
Xander Seleucus LP | Cayman Islands | PO Box 209, Ugland House, Grand Cayman, KY1-1104 | 0.0 | 43.3% | ||
Xander Seleucus Retail | Cayman Islands | Maples and Calder PO Box 309GT Ugland House South Church | 1.3 | 48.8% | ||
| Street George Town, Grand Cayman KY1-1104 | ||||||
Notes to the Financial Statements
Report and Accounts December 2024 RIT Capital Partners plc 119
Independent Auditor’s Report
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RIT CAPITAL PARTNERS PLC
Opinion
In our opinion:
• RIT Capital Partners plc’s Group financial statements and Parent Company financial statements (the ‘financial statements’) give
a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and of the Group’s
profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting
standards as applied in accordance with section 408 of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of RIT Capital Partners plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for
the year ended 31 December 2024 which comprise:
Group Parent Company
Consolidated Balance Sheet as at 31 December 2024 Parent Company Balance Sheet as at 31 December 2024
Consolidated Income Statement and Consolidated Statement of
Comprehensive Income for the year then ended 31 December 2024
Parent Company Statement of Changes in Equity for the year then
ended 31 December 2024
Consolidated Statement of Changes in Equity for the year then
ended 31 December 2024
Consolidated and Parent Company Cash Flow Statement for the
year then ended 31 December 2024
Consolidated and Parent Company Cash Flow Statement for the
year then ended 31 December 2024
Related notes 1 to 33 to the financial statements, including: material
accounting policy information
Related notes 1 to 33 to the financial statements, including: material
accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international
accounting standards and as regards the Parent Company financial statements, as applied in accordance with section 408 of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent Company and we
remain independent of the Group and the Parent Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
• Obtaining an understanding of the Directors’ processes and controls for determining the appropriateness of the use of
the going concern basis. This included discussions with J. Rothschild Capital Management Limited (the ‘Manager’) on the
governance structure, corroborating our understanding with the Audit and Risk Committee and obtaining the Directors’ going
concern assessment, including cashflow forecasts, stress tests and covenant calculations, covering the period to 30 June
2026, which is sixteen months from the date these financial statements were authorised for issue;
• Reviewing the Group’s cashflow forecasts and stress tests, assessing the completeness of the severe scenarios that
consider the key risks identified by the Group. We considered the appropriateness of the methods used to calculate
Report and Accounts December 2024 RIT Capital Partners plc120
FINANCIAL STATEMENTS
the cashflow forecasts, stress tests and covenant calculations and determined through inspection and review of the
methodology and calculations that the methods utilised were appropriate to be able to make an assessment for the entity;
• Obtaining the Group’s reverse stress tests and identifying the factors that would lead to the Group utilising all liquidity or
breaching financial covenants during the going concern period;
• Considering the actions the Group can take to mitigate the impact of the reverse stress test scenarios. This included
evaluating the Parent Company’s ability to prevent a breach of financial covenants using mitigating actions if required, such
as the repayment of borrowings. We also verified credit facilities available to the Parent Company by obtaining third party
confirmations;
• Reviewing the liquidity and regulatory capital position of the Group, including an assessment of the liquidity profile of the
Group’s portfolio;
• Making enquiries of the Manager and reviewing board minutes and key regulatory documents for risks, events or contrary
evidence that may impact the Group’s ability to continue as a going concern; and
• Reviewing the Group’s going concern disclosures included in the Report and Accounts in order to assess that the disclosures
were appropriate and in conformity with the reporting standards.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern
for a period assessed by the Directors, being the period to 30 June 2026, which is sixteen months from the date these financial
statements were authorised for issue.
In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate Governance Code, we
have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to
the Group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope • The Group is principally managed from one location in London. All core functions are located in London. The
Group comprises one consolidated subsidiary and six subsidiaries held at fair value. Monitoring and control
over the operations of these subsidiaries, including those located overseas, is centralised in London. The
London based Group audit team directly performed audit procedures on all items material to the Group and
Parent Company financial statements.
Key audit matters • Risk of inaccurate recognition of investment income and gains/(losses) on investments held at fair value.
• Risk of incorrect valuation of investments held at fair value.
Materiality • Overall Group materiality of £37.3m which represents 1% of net assets.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised). We have
followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on which
to base our audit opinion. We performed risk assessment procedures to identify and assess risks of material misstatement of
the Group financial statements and identified significant accounts and disclosures. When identifying components at which audit
work needed to be performed to respond to the identified risks of material misstatement of the Group financial statements, we
considered our understanding of the Group and its business environment, the size of components relative to the size of the
Group, areas of judgement and estimation which require disclosure in the Group financial statements and the principal activity
and risk of material misstatement of components.
We identified one component, J. Rothschild Capital Management Limited, as individually relevant to the Group due to its size
relative to the Group, it’s principal activity as Manager of the Parent Company being significant to the Group and its areas of
judgement and estimation requiring disclosure in the Group financial statements. We designed and performed audit procedures
on the entire financial information of the component.
Independent Auditor’s Report
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FINANCIAL STATEMENTS
Independent Auditor’s Report
The investment portfolio balance is the most material part of the Consolidated Balance Sheet. Monitoring and control over
the valuation of investments is exercised by the Manager centrally in London, and as such is audited wholly by the London
based Group audit team. Monitoring and control over the operations of the subsidiaries within the Group is also centralised
in London. The Group audit team performed all the work necessary to issue the Group and Parent Company audit opinion,
including undertaking all of the audit work on the risks of material misstatement identified above. All audit work performed for
the purposes of the audit was undertaken by the Group audit team; there were no component audit teams. In establishing our
audit approach, we considered the type of audit procedures required to be performed and the audit evidence required to obtain
sufficient and appropriate audit evidence as a basis of our opinion on the Group. All audit evidence was received electronically
and there were regular on-site visits to the Manager’s offices. Meetings with the Manager and the Directors were conducted in
person or over video conferencing. The audit team encountered no difficulties in connecting with the Manager or the Directors
and were able to execute the audit fieldwork effectively.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters section of
our report.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact companies. The Group has
determined that climate change may impact either it’s own business, the external managers with whom it invests and/or the
underlying portfolio investments. This is explained on page 52 in the Principal Risks and Viability section of the Strategic Report,
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, in line with our responsibilities on
“Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any
consequential material impact on its financial statements.
Our audit effort in considering climate change was focused on the adequacy of the Group’s disclosures in the financial
statements as set out in Note 1 and concluded that there was no material impact from climate change on the financial
statements. We also challenged the Directors’ considerations of climate change in their assessment of viability and associated
disclosures.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or
to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
Report and Accounts December 2024 RIT Capital Partners plc122
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FINANCIAL STATEMENTS
Risk Our response to the risk
Risk of inaccurate recognition of investment income
and gains/(losses) on investments held at fair value
(2024: £375.0m, 2023: £139.2m)
Refer to the Audit and Risk Committee Report
(pages 76 to 78); Accounting policies (pages 94
to 97); and Notes 2 and 3 of the Consolidated
Financial Statements (page 98)
The Group’s revenue consists of investment income
and gains/(losses) on investments held at fair value.
The accuracy of recognition and measurement
of revenue is material to the Group’s financial
statements.
Shareholder expectations may place pressure
on the Manager to influence the recognition of
revenue. This may result in overstatement or
deferral of revenues to assist in meeting current or
future targets or expectations.
We obtained an understanding of the Manager’s processes and controls around the
investment income process and valuation process to ascertain whether investment
income and realised and unrealised gains/(losses) are appropriately calculated by
performing walkthroughs.
For investment income, on a sample basis, we have:
• agreed dividend income to an independent source and to corresponding receipts
in bank statements;
• agreed distributions received to the notices received from the fund managers and
to bank statements;
• recalculated interest income based on the terms of underlying agreements;
• agreed accrued dividends at the period end to an external source and post year
end bank statements, where received as at the date of this report;
• tested the completeness of income receipts by verifying that income declared
during the period, per an independent source, has been correctly recorded as an
income receipt; and
• recalculated income from investment properties based on the terms of the
underlying agreements.
For gains/(losses) on investments held at fair value, on a sample basis, we have:
• recalculated the unrealised gains/(losses), considering the procedures performed
on the valuations where relevant;
• agreed purchases and sales of investments during the year to trade tickets,
sales agreements, call and distributions notices, and to the corresponding cash
movements in bank statements; and
• recalculated realised gains/(losses) from disposals in the year.
We have also performed journal entry testing and made enquiries of management in
order to address the residual risk of management override.
Key observations communicated to the Audit and Risk Committee
The results of our procedures identified no material misstatements in relation to the risk of inaccurate recognition of investment income and
gains/(losses) on investments held at fair value.
Report and Accounts December 2024 RIT Capital Partners plc 123
FINANCIAL STATEMENTS
Independent Auditor’s Report
Risk Our response to the risk
Risk of incorrect valuation of investments held at fair value
(2024: £3,829.7m, 2023: £3602.0m)
Refer to the Audit and Risk Committee Report (pages 76 to
78); Accounting policies (pages 94 to 97); and Note 13 of
the Consolidated Financial Statements (pages 103 to 112)
Investments held at fair value are material to the financial
statements, and are the primary driver of the Group’s net
asset value and total profit.
The Group’s investment portfolio is diverse and includes
both listed and unlisted investments. Unlisted investments
are held in the form of both direct private and illiquid fund
investments. There is also exposure to investment property
and derivative financial instruments.
The Group’s investments are held at fair value through profit
and loss.
Fair value is determined using prices readily available on an
exchange where the investments are listed.
Investments in illiquid funds are valued based on latest
information provided by the relevant fund administrator or
investment manager.
The valuation of direct private investments are either
determined by the Manager or General Partner (‘GP’) (and
assessed by the Manager), and ultimately approved by
the Valuation Committee, and are complex and include
estimates and significant judgements. Where the Manager
has sufficient information to undertake its own valuations,
these are prepared in accordance with International Private
Equity and Venture Capital Valuation (‘IPEV’) guidelines.
The Manager has engaged a specialist to prepare valuations
of their investment property, in accordance with Royal
Institution of Chartered Surveyors (‘RICS’) guidelines.
There is the risk that inaccurate judgements made in
the assessment of fair value could lead to the incorrect
valuation of investments. In turn, this could materially
misstate the financial assets at fair value in the Consolidated
and Parent Company Balance Sheet, and the gains/(losses)
on fair value investments in the Consolidated Income
Statement. There is also a risk that the Manager may
influence the judgements and estimations in respect of
unlisted investments in order to meet market expectations.
We obtained an understanding of the Manager’s processes and controls for
determining the fair valuation of investments by performing walkthroughs.
Our procedures also included reviewing the governance structure and
protocols around oversight of the valuation process, including their
oversight of the valuations performed by the underlying GPs and funds and
corroborating our understanding by attending Valuation Committee meetings
in an observational capacity.
We assessed the Manager’s valuation methodology against applicable
reporting frameworks, including UK adopted international accounting
standards and the IPEV and RICS Guidelines. We sought explanations from
the Manager where there were judgements applied in its application of the
guidelines and assessed their appropriateness.
For listed investments, we verified market prices and exchange rates applied
by the Manager to an independent pricing vendor and recalculated the
investment valuations as at the year end.
For a sample of illiquid fund investments and GP led private investments, we:
• confirmed the most recently available fund valuation to third party
statements, including from the GP, fund manager or fund administrator;
• where the most recently available fund valuation was not at the year end
date, reviewed the Manager’s approach to address the timing difference
and challenged any adjustments made to the last valuation received.
Where applicable, we corroborated these adjustments by agreeing any
cash flows between the date of the fund valuation and the Group’s year
end valuation date to supporting documentation; and
• challenged the Manager on the IFRS 13 levelling classification of the
illiquid fund portfolio, focusing on those which are considered to be
subjective.
For a sample of direct private investments determined by the Manager, we:
• challenged the appropriateness of assumptions made in the underlying
valuation models;
• corroborated key inputs to the valuation models to source data;
• tested the mathematical accuracy of the valuation models;
• considered the impact of the current macroeconomic climate throughout
the procedures performed on the valuation of direct private investments,
by challenging whether the valuation methodologies and assumptions
used remained appropriate;
• for direct private investments valued using a multiple to earnings or
revenues, we assessed the suitability of earnings multiples by considering
the appropriateness of the selected comparable companies, including
adjustments made to reflect the differences between these and the
investee company;
• for direct private investments valued using recent transaction prices
or offers, we compared the fair valuation to recently completed
market transactions or recent offers and assessed the suitability of
any adjustments applied due to market movements by independently
reviewing market data, including when this is applied to a GP led valuation.
Report and Accounts December 2024 RIT Capital Partners plc124
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FINANCIAL STATEMENTS
Risk Our response to the risk
For a sample of illiquid fund and direct private investments we:
• assessed prior year valuations which were based on unaudited net asset
statements by reference to their respective audited financial statements,
and investigated and obtained explanations for all material movements;
• discussed with the Manager the rationale for any differences between the
exit prices of investments realised during the year and the prior year fair
value, to further verify the reasonableness of the current year valuation
models and methodology adopted by the Manager; and
• obtained and assessed the due diligence performed by the Manager for
new investments made in the year.
With the assistance of our valuation specialists, we formed an independent
range for the fair value of the Group’s investment properties and a sample of
over-the-counter derivative instruments.
During the post year end period, we monitored the receipt by the Manager of
updated valuation statements and other financial information relevant to the
valuation of the illiquid fund investments, and challenged the accuracy of the
fair value recorded at year end.
We have also performed journal entry testing and made enquiries of
management in order to address the residual risk of management override.
Key observations communicated to the Audit and Risk Committee
The results of our procedures identified no material misstatements in relation to the risk of incorrect valuation of investments held at fair
value.
There have been no changes to the areas of audit focus raised in the above risk table from the prior year.
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 Group to be £37.3m (2023: £35.7m), which is 1% (2023: 1%) of net assets. We believe that
net assets provides us with a consistent year on year basis for determining materiality, and is the most relevant measure to the
stakeholders of the entity.
We determined materiality for the Parent Company to be £36.1m (2023: £34.6m), which is 1% (2023: 1%) of net assets.
We calculated materiality during the planning stage of the audit and then during the course of our audit, we reassessed
materiality based on 31 December 2024 net assets, and adjusted our audit procedures accordingly.
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 Group’s overall control environment, our judgment
was that performance materiality was 75% (2023: 75%) of our planning materiality, namely £27.9m (2023: £26.8m). We have
set performance materiality at this percentage based on the fact that there were no material prior year misstatements, that the
internal control environment is consistent with the prior year and there have been no significant changes in circumstances.
Report and Accounts December 2024 RIT Capital Partners plc 125
FINANCIAL STATEMENTS
Independent Auditor’s Report
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of £1.9m
(2023: £1.8m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report other than the financial statements and our
auditor’s report thereon. The Directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the
course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group and Parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 56;
Report and Accounts December 2024 RIT Capital Partners plc126
Independent Auditor’s Report
FINANCIAL STATEMENTS
• Directors’ explanation as to its assessment of the Parent Company’s prospects, the period this assessment covers and why
the period is appropriate set out on page 55;
• Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in operation and
meets its liabilities set out on page 55;
• Directors’ statement on fair, balanced and understandable set out on page 75;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 49;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems
set out on pages 47 and 48; and
• The section describing the work of the Audit and Risk Committee set out on page 76.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 75, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Parent Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of
the Parent Company and the Manager.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined
that the most significant are those that relate to the reporting framework (UK adopted international accounting standards,
the Companies Act 2006, the Association of Investment Companies (AIC) code, the AIC Statement of Recommend Practice
(SORP), the 2018 UK Corporate Governance Code and the Companies (Miscellaneous Reporting) Regulations 2018) and
relevant tax compliance regulations. In addition, we concluded that there are certain significant laws and regulations which
may influence the determination of the amounts and disclosures in the financial statements including the UK Listing Rules of
the UK Listing Authority.
• We understood how RIT Capital Partners plc is complying with those frameworks by making enquiries of the Manager,
including the General Counsel and Company Secretary, Chief Financial and Operating Officer, Head of Compliance and
Internal Audit and also the Non-Executive Directors including the Chairs of the Audit and Risk Committee and Valuation
Committee. We corroborated our understanding through our review of Board minutes, Remuneration Committee minutes,
papers provided to the Audit and Risk Committee, including Valuation Committee packs, minutes of the Board’s Conflicts
Committee and correspondence received from regulatory bodies.
Report and Accounts December 2024 RIT Capital Partners plc 127
FINANCIAL STATEMENTS
Independent Auditor’s Report
• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur
by meeting with Directors and the Manager to understand where they considered there was susceptibility to fraud. We also
considered performance targets and their potential influence on efforts made by Directors and the Manager to manage the
net asset value (‘NAV’) per share or the NAV per share total return. We identified a fraud risk with respect to management
override in relation to the risk of inaccurate valuation of direct private investments and resulting impact on the income
statement. Our audit procedures stated above in the ‘Key audit matters section’ of this Auditor’s report were performed to
address this fraud risk. In order to address the residual risk of management override we have performed journal entry testing
and enquiries of senior management as detailed below.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.
Our procedures involved; journal entry testing, with a focus on manual journals and journals indicating large or unusual
transactions based on our understanding of the business; enquiries of the Directors of the Manager and of the Audit and Risk
Committee at the planning and completion stages of the audit; and focused testing, as referred to in the key audit matters
section above.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
• Following the recommendation from the Audit and Risk committee, we were appointed by the Parent Company on 26 April
2018 to audit the financial statements for the year ending 31 December 2018 and subsequent financial periods.
• The period of total uninterrupted engagements including previous renewals and reappointments is seven years, covering the
years ending 31 December 2018 to 31 December 2024.
• The audit opinion is consistent with the additional report to the Audit and Risk committee.
Use of our report
This report is made solely to the Parent 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 Parent 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 Group and Parent Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Mike Gaylor
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP , Statutory Auditor, London
28 February 2025
Report and Accounts December 2024 RIT Capital Partners plc128
FINANCIAL STATEMENTS
Report and Accounts December 2024 RIT Capital Partners plc 129
Other
Information
Report and Accounts December 2024 RIT Capital Partners plc130
132 Investment Portfolio Reconciliation
133 Glossary and Alternative
Performance Measures
135 Historical Information and
Financial Calendar
136 Investor Information
137 Directory
Unrivalled
access.
Unconstrained
thinking.
Report and Accounts December 2024 RIT Capital Partners plc 131
OTHER INFORMATION
The following table shows a summary reconciliation between the amounts reported within the Investment Portfolio, as shown
on pages 43 to 46, and the 31 December 2024 consolidated balance sheet, as shown on page 89:
£ million
31 December 2024
Quoted Equity
Private
Investments
Uncorrelated
Strategies
Net liquidity/
borrowing/
other/
adjustments
Consolidated
balance sheet
Non-current assets
Portfolio investments at fair value 1,688.6 1,229.2 740.4 (6.9) 3,651.3
Non-consolidated subsidiaries 7.3 15.5 101.7 16.3 140.8
Investments held at fair value 1,695.9 1,244.7 842.1 9.4 3,792.1
Investment property - - 32.7 - 32.7
Property, plant and equipment - - 21.7 - 21.7
Retirement benefit asset - - - 0.2 0.2
Derivative financial instruments 53.7 - - - 53.7
1,749.6 1,244.7 896.5 9.6 3,900.4
Current assets
Derivative financial instruments 29.2 - - 9.3 38.5
Other receivables - - 1.8 121.3 123.1
Cash at bank - - - 189.4 189.4
29.2 - 1.8 320.0 351.0
Total assets 1,778.8 1,244.7 898.3 329.6 4,251.4
Current liabilities
Borrowings - - - (160.2) (160.2)
Derivative financial instruments (12.7) - (8.0) (49.1) (69.8)
Other payables (26.2) - - (51.3) (77.5)
Amounts owed to group undertakings - - - (16.3) (16.3)
(38.9) - (8.0) (276.9) (323.8)
Net current assets/(liabilities) (9.7) - (6.2) 43.1 27.2
Total assets less current liabilities 1,739.9 1,244.7 890.3 52.7 3,927.6
Non-current liabilities
Borrowings - - - (173.7) (173.7)
Derivative financial instruments (17.5) - - - (17.5)
Deferred tax liability - - - (0.1) (0.1)
Provisions - - - (3.0) (3.0)
Finance lease liability - - (2.1) - (2.1)
(17.5) - (2.1) (176.8) (196.4)
Net assets 1,722.4 1,244.7 888.2 (124.1) 3,731.2
Investment Portfolio Reconciliation
Report and Accounts December 2024 RIT Capital Partners plc132
OTHER INFORMATION
Glossary
Within this Annual Report and Accounts, we publish certain financial
measures common to investment trusts. Where relevant, these are
prepared in accordance with guidance from the AIC, and this glossary
provides additional information in relation to them.
Alternative performance measures (APMs): APMs are numerical
measures of the Company’s current, historical or future financial
performance, financial position or cash flows, other than financial
measures defined or specified in the Company’s applicable financial
framework – namely UK adopted IAS and the AIC SORP. They are
denoted with an * in this section.
CPI: The CPI refers to the United Kingdom Consumer Price Index
as calculated by the Office for National Statistics and published
monthly. It is the UK Government’s target measure of inflation and,
from 1 January 2023, is used as a measure of inflation in one of the
Company’s KPIs, CPI plus 3.0% per annum.
Gearing*: Gearing is a measure of the level of debt deployed within
the portfolio. The ratio is calculated in accordance with AIC guidance
as total assets, net of cash, divided by net assets and expressed as a
‘net’ percentage, e.g. 110% would be shown as 10%.
£ million 2024 2023
Total assets 4,251.4 3,902.1
Less: cash (189.4) (204.3)
Sub total
a
4,062.0 3,697.8
Net assets
b
3,731.2 3,573.3
Gearing
a/b
8.9% 3.5%
Leverage: Leverage, as defined by the UK Alternative Investment
Fund Managers Directive (AIFMD), is any method which increases the
exposure of the portfolio, whether through borrowings or leverage
embedded in derivative positions or by any other means.
ACWI (50% £): The MSCI All Country World Index is a total return,
market capitalisation-weighted equity index covering major developed
and emerging markets. Described in this report as ACWI (50% £),
this is one of the Company’s KPIs or reference hurdles and, since its
introduction in 2013, has incorporated a 50% sterling measure. This is
calculated using 50% of the ACWI measured in sterling and therefore
exposed to translation risk from the underlying foreign currencies.
The remaining 50% uses a sterling-hedged ACWI from 1 January 2015
(from when this is readily available). This incorporates hedging costs,
which the portfolio also incurs, to protect against currency risk and
is an investable index. Prior to this date it uses the index measured
in local currencies. Before December 1998, when total return indices
were introduced, the index is measured using a capital-only version.
Net asset value (NAV) per share: The NAV per share is calculated by
dividing the total value of all the assets of the trust less its liabilities
(net assets) by the number of shares outstanding. Unless otherwise
stated, this refers to the diluted NAV per share, with debt held at
fair value.
NAV total return*: The NAV total return for a period represents the
change in NAV per share, adjusted to reflect dividends paid during
the period. The calculation assumes that dividends are reinvested in
the NAV at the month end following the NAV going ex-dividend. The
NAV per share at 31 December 2024 was 2,614 pence, an increase
of 188 pence, or 7.7%, from 2,426 pence at the previous year end. As
dividends totalling 39 pence per share were paid during the year, the
effect of reinvesting the dividends in the NAV is 1.7%, which results
in a NAV total return of 9.4%. The since inception return is calculated
using the NAV per share at 2 August 1988.
Net quoted equity exposure: This is the estimated level of exposure
that the trust has to listed equity markets. It includes the assets held
in the quoted equity category of the portfolio adjusted for the notional
exposure from quoted equity derivatives, as well as estimated cash
balances held by externally-managed funds, estimated exposure
levels from hedge fund managers, and an estimate of quoted equities
held in private investment funds.
Notional: In relation to derivatives, this represents the estimated
exposure that is equivalent to holding the same underlying position
through a cash security.
Ongoing charges figure (OCF)*: As a self-managed investment trust
with operating subsidiaries, the calculation of the Company’s OCF
requires adjustments to the total operating expenses. In accordance
with AIC guidance, the main adjustments are to remove non-recurring
costs as well as direct performance-related compensation from JRCM,
as this is analogous to a performance fee for an externally-managed
trust.
£ million 2024 2023
Operating expenses 38.5 42.7
Adjustments (10.4) (15.0)
Ongoing charges
a
28.1 27.7
Average net assets
b
3,688 3,614
OCF
a/b
0.76% 0.77%
Glossary and Alternative PerformanceMeasures
Report and Accounts December 2024 RIT Capital Partners plc 133
Premium/discount: The premium or discount (or rating) is calculated
by taking the closing share price on 31 December 2024 and dividing
it by the NAV per share at 31 December 2024, expressed as a net
percentage. If the share price is above/below the NAV per share, the
shares are said to be trading at a premium/discount.
pence
31 December
2024
31 December
2023
Share price
a
1,986 1,882
Diluted NAV per share
b
2,614 2,426
Premium/(discount)
((a/b)-1)
(24.0%) (22.4%)
Share price total return or total shareholder return (TSR)*: The
TSR for a period represents the change in the share price adjusted
to reflect dividends reinvested on the ex-dividend date. Similar to
calculating a NAV total return, the calculation assumes the dividends
are notionally reinvested at the daily closing share price following
the shares going ex-dividend. The share price on 31 December
2024 closed at 1,986 pence, an increase of 104 pence, or 5.5%, from
1,882 pence at the previous year end. Dividends totalling 39 pence
per share were paid during the year, and the effect of reinvesting the
dividends in the share price is 2.4%, which results in a TSR of 7.9%.
The TSR is one of the Company’s KPIs. The since inception return is
calculated using the closing share price on 2 August 1988.
OTHER INFORMATION
Glossary and Alternative PerformanceMeasures
Report and Accounts December 2024 RIT Capital Partners plc134
Diluted net
assets
£ million
Diluted NAV
per share
pence
Closing share
price
pence
Premium/
(discount)
%
Diluted
earnings per
share
pence
Dividend per
share
pence
02 August 1988 280.5 105.9 81.5 (23.0) n/a n/a
31 March 1989 344.4 134.2 114.0 (15.1) 29.3 1.7
31 March 1990 334.0 131.0 97. 0 (26.0) (2.5) 2.6
31 March 1991 318.0 131.7 92.0 (30.1) 0.7 2.4
31 March 1992 305.5 140.7 85.2 (39.4) 6.6 1.1
31 March 1993 385.9 181.1 117.0 (35.4) 40.5 1.1
31 March 1994 468.6 221.6 171.0 (22.8) 41.5 1.6
31 March 1995 450.2 213.4 174.0 (18.5) (8.1) 1.7
31 March 1996 560.8 283.2 223.0 (21.3) 63.3 1.6
31 March 1997 586.1 303.5 242.5 (20.1) 17.2 1.8
31 March 1998 73 7.5 384.1 327.0 (14.9) 81.5 2.0
31 March 1999 759.7 398.6 341.0 (14.5) 14.6 2.2
31 March 2000 811.4 509.0 439.0 (13.8) 100.2 3.1
31 March 2001 759.8 484.3 436.5 (9.9) (28.8) 3.1
31 March 2002 758.3 483.4 424.5 (12.2) 2.2 3.1
31 March 2003 674.7 430.2 371.5 (13.6) (50.2) 3.1
31 March 2004 981.1 628.2 577.5 (8.1) 195.9 3.1
31 March 2005 1,113.1 712.7 694 (2.6) 90.0 3.1
31 March 2006 1,534.7 982.7 1,020 3.8 270.3 3.1
31 March 2007 1,635.6 1,047.3 1,000 (4.5) 67.0 3.1
31 March 2008 1,690.0 1,091.6 1,147 5.1 50.6 4.0
31 March 2009 1,350.5 874.3 831 (5.0) (205.2) 7.5
31 March 2010 1,815.7 1,180.1 1,082 (8.3) 306.3 4.0
31 March 2011 1,984.0 1,289.4 1,307 1.4 111.7 4.0
31 March 2012 1,920.0 1,249.3 1,220 (2.3) (35.7) 4.0
31 December 2012 1,847.2 1,191.4 1,131 (5.1) (29.6) 28.0
31 December 2013 2,146.0 1,383.6 1,260 (8.9) 215.7 28.0
31 December 2014 2,299.6 1,483.0 1,397 (5.8) 129.8 29.4
31 December 2015 2,441.3 1,572.5 1,681 6.9 121.4 30.0
31 December 2016 2,692.1 1,730 1,885 9.0 195.0 31.0
31 December 2017 2,858.3 1,839 1,962 6.7 142.4 32.0
31 December 2018 2,830.2 1,821 1,910 4.9 17.5 33.0
31 December 2019 3,145.6 2,004 2,115 5.5 220.8 34.0
31 December 2020 3,590.4 2,292 2,065 (9.9) 321.0 35.0
31 December 2021 4,390.3 2,794 2,750 (1.6) 545.5 35.25
31 December 2022 3,721.7 2,388 2,125 (11.0) (371.3) 37.0
31 December 2023 3,573.3 2,426 1,882 (22.4) 43.8 38.0
31 December 2024 3,731.2 2,614 1,986 (24.0) 210.2 39.0
Notes:
1
The Company commenced its business as an approved investment trust on 3 August 1988, following the listing of its share capital on the London Stock Exchange.
2
Prior to 31 March 2000, the diluted net assets were measured on the assumption that all convertible stock was converted at the balance sheet date. By 31 March 2000, all convertible stock
had been converted or redeemed.
3
Dividends per share represent the amounts paid in the relevant financial year or period.
4
Since 31 March 2005 the closing share price has been displayed to the nearest pence and from 31 December 2016 the diluted net assets per share has been disclosed to the nearest pence.
Financial calendar:
1 May 2025, 12:00pm: Annual General Meeting (to be held at Spencer House, 27 St. James’s Place, London, SW1A 1NR).
25 April 2025: Payment of interim dividend.
Historical Information and Financial Calendar
OTHER INFORMATION
Report and Accounts December 2024 RIT Capital Partners plc 135
Investor Information
Share price information
The Company’s £1 ordinary shares are listed on the London Stock
Exchange and may be identified using the following codes:
TIDM: RCP LN
SEDOL: 0736639 GB
ISIN: GB0007366395
Daily and 15 minute delay share price information is displayed on the
Company’s website: www.ritcap.com, as well as numerous online
platforms.
Registrar
The Company’s registrar may be contacted as follows:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Tel: 0370 703 6307
Overseas: +44 370 703 6307
Shareholders may contact the registrar should they need to notify a
change of name or address, or have a query regarding the registration
of their holding or the payment of a dividend. Shareholders who
wish to have dividends credited directly to their bank account rather
than paid by cheque may do so by arrangement with the registrar.
Shareholders may also arrange with the registrar to have their
dividend payment invested in additional RIT Capital Partners plc
ordinary shares purchased in the market.
Registered holders of ordinary shares of RIT Capital Partners plc may
elect to receive communications from the Company electronically
as an alternative to receiving hard copy accounts and circulars.
This facility is provided by the registrar and shareholders will need
to go online at www.investorcentre.co.uk and select the ‘eComms’
signup section to participate. To complete the registration process
shareholders will need their postcode or country of residence, along
with their shareholder reference number (as shown on their share
certificates or dividend advices). Shareholders will also be asked to
agree to the terms and conditions for electronic communication.
Registered shareholders also have the facility to check their
shareholding, change their address or update their bank mandate
instruction by registering to become a member of ‘Investorcentre’.
Regardless of whether shareholders sign up for ‘eComms’ or become
a member of ‘Investorcentre’, they are able to cast proxy votes in
respect of general meetings electronically if they wish by using the
link provided on their proxy form or in their email notification.
OTHER INFORMATION
Report and Accounts December 2024 RIT Capital Partners plc136
OTHER INFORMATION
Directory
MANAGER, ADMINISTRATOR, COMPANY SECRETARY AND REGISTERED OFFICE
J. Rothschild Capital Management Limited
INDEPENDENT AUDITOR
Ernst & Young LLP
25 Churchill Place
London E14 5EY
SOLICITOR
Linklaters LLP
One Silk Street
London EC2Y 8HQ
BROKERS
JP Morgan Cazenove Limited
25 Bank Street
London E14 5JP
Numis Securities Limited
45 Gresham Street
London EC2V 7BF
ADVISER TO THE REMUNERATION COMMITTEE
Alvarez & Marsal
Park House
16-18 Finsbury Circus
London EC2M 7EB
CUSTODIAN AND DEPOSITARY
BNP Paribas S.A., London Branch
10 Harewood Avenue
London NW1 6AA
AIC
The Company is a member of the Association of Investment
Companies www.theaic.co.uk
FOR INFORMATION
27 St. James’s Place
London SW1A 1NR
Tel: 020 7647 8565
Email: investorrelations@ritcap.co.uk
Website: www.ritcap.com
Report and Accounts December 2024 RIT Capital Partners plc 137
This report is printed on Revive 100% White Silk a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the ISO
14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (TCF) process.
This report has been produced using vegetable based inks.
Contents
1 About Us
3 Performance Highlights
Strategic Report
8 Chairman’s Statement
12 CEO Letter
15 Our Purpose, Strategy and
BusinessModel
20 Manager's Report
43 Investment Portfolio
47 Risk Management
55 Going Concern and Viability
57 Sustainability
Governance
68 Board of Directors
70 JRCM Executive Committee
71 Corporate Governance Report
76 Audit and Risk Committee Report
79 Directors’ Remuneration Report
83 Directors’ Report
Financial Statements
88 Consolidated Income Statement
and Consolidated Statement of
Comprehensive Income
89 Consolidated Balance Sheet
90 Parent Company Balance Sheet
91 Consolidated Statement of
Changes in Equity
92 Parent Company Statement of
Changes in Equity
93 Consolidated and Parent
Company Cash Flow Statement
94 Notes to the Financial Statements
120 Independent Auditor’s Report
Other Information
132 Investment Portfolio
Reconciliation
133 Glossary and Alternative
Performance Measures
135 Historical Information and
Financial Calendar
136 Investor Information
137 Directory
Notes
Nothing in this Annual Report & Accounts should be construed as advice to buy or sell a particular investment. RIT Capital Partners plc (RIT or the
Company) is a UK public listed company, and as such complies with the UK Financial Conduct Authority’s (FCA) Listing Rules. The Company conducts
its affairs so as to qualify for approval as an investment trust, and has been accepted as an approved investment trust by HM Revenue & Customs
(HMRC), subject to continuing to meet the eligibility conditions. As an investment trust, it is not authorised or regulated by the FCA. RIT is classified as
an Alternative Investment Fund (AIF) in accordance with the UK Alternative Investment Fund Managers Directive (AIFMD). The investment manager,
administrator, and company secretary is J. Rothschild Capital Management Limited (JRCM or the Manager), a subsidiary of RIT. JRCM is authorised
and regulated by the FCA and is classified as an Alternative Investment Fund Manager (AIFM) in accordance with AIFMD.
Managed by
J. Rothschild Capital Management Limited
Report and Accounts
For the year ended 31 December 2024
RIT CAPITAL PARTNERS PLC Report and Accounts 2024
Managed by
J. Rothschild Capital Management Limited