Managed by
J. Rothschild Capital Management Limited
Report and Accounts
For the year ended 31 December 2025
RIT CAPITAL PARTNERS PLC Report and Accounts 2025
Contents
1 About Us
3 Performance Highlights
Strategic Report
8 Chairman’s Statement
11 CEO Letter
15 Our Purpose, Strategy and
BusinessModel
20
Manager’s Report
42
Investment Portfolio
46 Risk Management
54 Going Concern and Viability
56 Sustainability
Governance
68 Directors
70 Corporate Governance Report
75 Audit and Risk Committee Report
78 Directors’ Remuneration Report
82 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 proven experience
over several business and economic cycles. Our
exclusive access, flexible investment mandate,
experienced team and permanent capital give us
an edge to outperform.
What makes us different
Flexible investment mandate to invest across different
structures, asset classes and geographies.
Access to exclusive opportunities not typically available to
individual investors.
Internal expertise combined with insights from our global
network and specialist partners.
1
2
3
Our history
Trust, was founded by Lord Jacob Rothschild in 1971 and listed on
the London Stock Exchange in 1988. He instilled the firm’s unique
approach to generating attractive investment returns that remains
constant to this day.
Report and Accounts December 2025 RIT Capital Partners plc 1
Today
RIT is one of the UK’s largest investment trusts. 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 bottom-up investment selection across different
structures, asset classes and geographies, with 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.
10.7%
Annualised share price total
return since inception, 1988
(cumulative return 4,320%)
10.6%
Annualised NAV per share
total return since inception, 1988
(cumulative return 4,176%)
About Us
FTSE 250
member
Report and Accounts December 2025 RIT Capital Partners plc2
Performance Highlights
1
Here we measure risk as the 10-year monthly NAV per share return volatility of 7.3% per annum,
as compared to 10-year monthly volatility of the ACWI (50% £) of 12.0% per annum.
£4.4bn
Total assets;
Net assets £4.0bn
-22.3%
Share price discount to NAV
119.1%
NAV per share total return over ten years,
with less risk than equity markets
1
Our portfolio delivered strong performance for the year ended
31 December 2025.
16.9%
2025 Total shareholder return
(including dividends)
13.5%
2025 NAV per share total return
(including dividends)
45p
2026 proposed dividend;
4.7% increase vs 2025
Report and Accounts December 2025 RIT Capital Partners plc 3
Report and Accounts December 2025 RIT Capital Partners plc4
Report and Accounts December 2025 RIT Capital Partners plc 5
Performance since inception
Corporate Objective
Performance history 1 Year 3 Years 5 Years 10 Years
Since
inception,
1988
RIT NAV per share total return
1
13.5% 28.2% 37.4% 119.1% 4,176%
CPI plus 3.0% per annum 6.4% 20.1% 47.7% 85.9% 716%
ACWI (50% £) 17.1% 66.7% 73.8% 208.6% 1,626%
RIT share price total return
1
16.9% 13.9% 20.8% 62.0% 4,320%
FTSE 250 Index
2
13.0% 32.0% 27.4% 70.9% 1,985%
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.
1988 1992 1996 2000 2004 2008 2012 2016 2020 2023 2025
RIT NAV per share total return
ACWI (50% £)
CPI plus 3%
4,500%
4,000%
3,500%
3,000%
2,500%
2,000%
1,500%
1,000%
500%
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 2025 31 December 2024 Change
NAV per share 2,921p 2,614p 11.7%
Share price 2,270p 1,986p 14.3%
Premium/(discount) -22.3% -24.0% 1.7% pts
Net assets £4,040m £3,731m 8.3%
Gearing
1
3.2% 8.9% -5.7% pts
Ongoing charges figure
1
0.73% 0.76% -0.03% pts
Total dividend paid in year 43.0p 39.0p 10.3%
Performance Highlights
Strategic
Report
6 Report and Accounts December 2025 RIT Capital Partners plc
Unrivalled
access.
Unconstrained
thinking.
8 Chairman’s Statement
11 CEO Letter
15 Our Purpose, Strategy and
Business Model
20
Manager’s Report
42 Investment Portfolio
46 Risk Management
54 Going Concern and Viability
56 Sustainability
Report and Accounts December 2025 RIT Capital Partners plc 7
Chairman’s Statement
Introduction
2025 has demonstrated that financial markets, and indeed economies, can make progress even against a
backdrop of expanding geopolitical risk. The past year was marked by episodes of considerable volatility in
markets and the full year outcome, as measured by leading stock market indices, was a surprisingly strong
one. For investors, these conditions offered the opportunity to both harvest gains and take advantage of
new opportunities.
Performance
We are pleased to report strong portfolio performance and shareholder returns for the 12 months to
31 December 2025. RIT’s net asset value (NAV) per share increased by 13.5% (with dividends reinvested), to
finish the year at 2,921p. The share price closed at 2,270p, a total return to shareholders of 16.9% (including
dividends). Over the same period, RIT’s inflation hurdle, CPI plus 3%, measured 6.4%, while the ACWI (50% £)
equity index was up 17.1%.
All three investment pillars - Quoted Equities, Private Investments and Uncorrelated Strategies – produced
double-digit returns, with performance driven by a broad range of factors. In the current environment, we
firmly believe that diversification across asset types and geographies is an ever more critical aspect of
prudent risk management. We are pleased that all three pillars delivered positive returns consistent with
RIT’s long-term goals.
In line with the Board’s previously stated intention of reducing the proportion of assets in Private Investments
to between around a quarter and a third of NAV, RIT ended 2025 with an allocation of 31.7%. During the
year our Manager selectively deployed new capital where it saw opportunities, capitalising on the ongoing
momentum in initial public offering (IPO) and mergers and acquisitions (M&A) activity to realise assets.
Share price performance and discount
The Board remained focused on investor engagement, transparency and capital allocation in a year when
the UK investment trust sector experienced both challenge and change.
We believe that the single most important factor in reducing RIT’s discount is its investment performance.
Critical to this are the people we have in place at the Manager and we are pleased with how the investment
team is performing under CEO Maggie Fanari’s leadership.
Philippe Costeletos
Chairman
STRATEGIC REPORT
“Our permanent capital,
flexibility across asset
classes, and the ability to
invest with a long-term
view remain powerful
differentiators across
business and economic
cycles.”
Report and Accounts December 2025 RIT Capital Partners plc8
16.9%
2025 Total shareholder return
(including dividends)
£505m
Returned to shareholders through
buybacks and dividends since 2023
What we saw in 2025 was a year of two contrasting halves, both for RIT and global markets. In the first
half, we experienced challenging conditions as discount levels across the UK investment trust sector
remained wide and market sentiment was cautious, with calls for more decisive action on capital allocation,
transparency, and portfolio composition. RIT was not immune to these pressures.
In the second half, global market conditions improved markedly, which along with continued efforts on
shareholder engagement, contributed to a material narrowing in RIT’s share price discount to NAV from
-29.7% at the end of August 2025 to -22.3% by year-end.
This progress, led by strong investment performance, a 16.9% total shareholder return, exceeding the NAV
return over the period, reaffirms the value of consistency, transparency, and alignment with RIT’s long-term
approach.
We welcome the clarity from the UK’s new Consumer Composite Investment rules announced by the FCA in
December, with costs to be presented as a single Ongoing Charges Figure (OCF). All costs associated with
our business and its investments have always been reflected in RIT’s NAV and therefore the share price.
Capital allocation, dividend and buybacks
The Board keeps capital allocation under continual review to strike the appropriate balance between capital
returns to shareholders and investment in long-term opportunities. At current levels, share buybacks are an
attractive and immediately accretive use of capital, and RIT remains active when it believes they represent
compelling value. As at 31 December 2025, the total share capital repurchased through buybacks since the
start of the year amounted to 3% at a total value of £89m. Since early 2023, RIT has bought approximately
11.2% (equivalent to £332m) of share capital.
RIT continues its progressive approach to dividends, which provides shareholders with a growing and
reliable source of income. We propose to increase the dividend for 2026 by 4.7% to 45p per share, an
increase above inflation. This will be our 13th consecutive year of dividend growth, and our approach
remains to maintain or increase the dividend, subject always to the overriding capital preservation needs.
Shareholder engagement
The Board places a high importance on shareholder engagement and communications, and further progress
was made in this regard in 2025. One example was the improvement of RIT’s disclosure around Private
Investments, with dedicated presentations on RIT’s approach and portfolio published on our website. We
have been delighted with the positive feedback these initiatives have garnered from analysts and investors.
Our Manager has undertaken many more meetings with institutional shareholders and made material strides
in enhancing communications with private investors through more targeted events and initiatives, including
rolling out a webinar programme specifically for retail shareholders.
We have received encouraging feedback on RIT’s increased efforts to communicate through podcasts and
media interviews, as well as its more content-rich website and company LinkedIn page, which we invite you
to follow. Further initiatives are planned in 2026 to build on this momentum.
STRATEGIC REPORTSTRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc 9
Governance
I am pleased to confirm that RIT continues to comply with the recommendations of the FTSE Women
Leaders Review, the Parker Review and the FCA UK Listing Rules in terms of Board composition. Female
Directors currently make up 57% of the Board, with two Directors from a minority background. The
Senior Independent Director and the chairs of the Audit and Risk, Conflicts, Remuneration, and Valuation
Committee are all female.
ESG remains a key focus and the Manager has recently published its updated Responsible Investment
Framework and Policy, which can be viewed on our website. Information on ESG initiatives and
enhancements, including RIT’s Task Force on Climate-related Financial Disclosures Report, can be found in
our Sustainability Report on pages 56 to 65.
Outlook
Over the past few years, the UK’s investment trust sector has adjusted to one of the sharpest interest rate
tightening cycles in recent memory - an aftershock of the post-pandemic inflation surge. Rising real rates,
coupled with market scepticism around illiquidity and valuation transparency, weighed on sentiment. As we
transition into a period of rate normalisation, history offers some perspective: we believe investment trusts
are best placed to perform in precisely these conditions.
It is an interesting time for the sector, which has delivered record returns of capital in 2025, while
remaining highly active on the M&A and value maximisation front. We believe this period of rebalancing and
consolidation will result in a stronger, leaner, and higher quality sector better placed to exploit the structural
advantages of the closed-end model. The underlying forces driving consolidation remain compelling, with
investors increasingly focused on scale, liquidity, and differentiated sources of return. The Board believes
RIT is well placed in this environment.
The market backdrop I have referred to, of course, prompts caution in some areas, while presenting
opportunities in others. As ever, RIT will maintain a cautious and opportunistic stance guided by its core
principles: to protect and grow capital over time, to take a thoughtful and patient approach to risk, and
to continue investing in areas where we believe the portfolio can deliver differentiated returns. RIT’s
permanent capital, flexibility across asset classes, and the ability to invest with a long-term view remain
powerful differentiators - particularly in a market increasingly dominated by passive flows and short-term
benchmarks.
On behalf of my fellow Board members, I would like to close by taking this opportunity to thank you, our
shareholders, for your support.
Philippe Costeletos
Chairman
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc10
STRATEGIC REPORT
CEO Letter
Dear Shareholders,
I am pleased to update you on our performance for the 12 months to 31 December 2025. Despite a year
marked by heightened macroeconomic and geopolitical uncertainty, we believe the portfolio navigated this
environment well, delivering a NAV per share total return of 13.5%, with positive returns across all three
investment pillars. This strong performance reflects our long-standing emphasis on diversification, discipline,
and prudent risk management.
Investing through structural change
The global investment landscape continues to undergo a profound transformation. Long-standing
assumptions around geopolitics, globalisation, and monetary policy are being challenged, creating a more
complex and volatile environment. We do not view this backdrop simply as a source of risk; history shows
that periods of structural change often generate compelling long-term investment opportunities.
Two forces increasingly shape how we invest. The first is a shift towards a more fragmented, multipolar
world, where power is being redistributed among multiple regions. The second is a far-reaching technological
revolution, led by Artificial Intelligence (AI). Together, these trends both inform how we allocate capital and
how we build resilience into the portfolio.
Whilst the United States remains a core exposure, we have been early in identifying investment opportunities
emerging elsewhere. We see potential in the UK and Europe, where sentiment has been subdued but
fundamentals are improving. Emerging markets have also shown renewed momentum, supported by a weaker
US dollar, higher commodity prices, favourable demographics, and rapid adoption of new technologies.
Commodities, particularly gold, have re-emerged on the investment horizon. Persistent inflation concerns,
geopolitical uncertainty, and changing monetary regimes, combined with a renewed focus on infrastructure
needs, have reignited interest in this asset class.
Maggie Fanari
Chief Executive Officer
J. Rothschild Capital Management Limited
“The strong performance
reflects our long-
standing emphasis on
diversification, discipline,
and prudent risk
management.”
13.5%
2025 NAV per share total return
(including dividends)
47.4%
Private direct investments
return during the period
Report and Accounts December 2025 RIT Capital Partners plc 11
STRATEGIC REPORT
The multipolar world
Recent developments signal a clear break from the post-war global order. Governments are prioritising
national resilience, supply-chain security, and strategic autonomy. One important consequence has been a
renewed willingness to use fiscal policy, even in countries previously associated with restraint.
This shift is improving medium-term growth prospects outside the United States and reshaping relative
investment opportunities across regions. At the same time, geopolitical tensions and policy uncertainty are
encouraging investors to reduce concentration risk and adopt a more globally diversified approach.
We believe these forces support a gradual rebalancing of capital towards a broader and more resilient global
opportunity set.
From AI promise to practical impact
Alongside these geopolitical shifts, AI is moving from model training to real-world deployment. The focus
is increasingly on applying existing technologies at scale, integrating AI into everyday business processes
rather than simply developing ever-larger models. As AI meaningfully improves efficiency and decision-
making and reduces costs for business, the pace of AI adoption will continue to accelerate further.
We expect the long-term value creation brought by successfully embedding AI into operations and
business models to extend well beyond the traditional technology sector. We believe this broad diffusion of
technological capability will transform productivity across industries and economies over the coming decade.
As we outline in our Manager’s Report on pages 20 to 40, these factors are reflected in how we have
positioned your portfolio.
Portfolio positioning and performance
We manage a single portfolio comprising three investment pillars, each with an active role in portfolio
construction. We invest across a range of assets both directly and through our global network and specialist
fund managers, aligned to our long-term themes. These investments are overlaid with macro exposure
management and currency positioning, as well as careful risk management.
All three investment pillars – Quoted Equities, Private Investments and Uncorrelated Strategies – delivered
positive contributions to NAV during the period, led by Private Investments.
Our Quoted Equities pillar, which remains our single largest allocation at 43.3% of NAV, returned 15% over
the period, benefitting from our core themes, both through direct investments and via specialist managers.
Our overall level of exposure to public equities came down in the year, though this masks an increase in
allocation to external funds and a reduction in direct equity exposure. Within the direct equity book, we
have transitioned to a more differentiated and concentrated mandate with an increasing focus on emerging
markets and commodity related equities. Notably, our geographic allocation shifted significantly, with marked
increases in European and Asian markets, leaving us less exposed to North America.
Our Private Investments pillar delivered a strong return of 18.3%, supported by improving M&A and IPO
conditions and continued growth in high-quality long-term compounders. Drivers of this performance
included strong realisations across favoured technology themes including artificial intelligence (Scale
AI)
and fintech (Webull and Xapo Bank), also expressed in the strong growth from our private direct portfolio
which returned 47.4%. This included contributions from SpaceX, the private space launch and satellite
communications company, for which we recorded a significant valuation uplift during the second half of the
Our strong and expanding global network, experienced
investment team, and diversified portfolio, place us well to
navigate this environment.
Report and Accounts December 2025 RIT Capital Partners plc12
year. Meanwhile our specialist fund partners also contributed positively, returning 10.2% and generating
healthy distributions, ensuring the private funds portfolio continued to be self-funding over the period.
We remained highly selective in our deployment of new private investments, focusing on our highest
conviction themes and ideas. Notably, we further increased our investment in SpaceX in the second half
of the year, following which we benefitted from the company’s latest valuation uplift, making it the largest
direct position in our Private Investments portfolio. We also initiated two new high-conviction investments in
DataBricks, a Data Intelligence Platform, and Anthropic, an AI safety and research company.
Uncorrelated Strategies again acted as a steady diversifier, supported by gains in gold and solid performance
from absolute return strategies. This pillar generated a return of 12.1%.
Outlook
US policy uncertainty, tariffs and AI developments kept investor focus on the United States last year. Yet, the
investment returns of non-US markets, which, for only the third occasion in 15 years, bettered the return of
US markets by some margin, could be considered another telling observation.
I have outlined in this letter the big, structural changes that we believe will dominate the investing outlook;
the degree to which markets of the Rest of the World bettered the US, may well be a response to these
factors. More critically, we may be early in these trends, corroborated as they have been by weakness in the
US dollar and renewed vigour in parts of the commodity complex.
At the same time, AI will continue to dominate outcomes, and with initial enthusiasm largely focused on the
innovators and their supply chains, attention will surely move to include perceived winners and losers in the
application of AI. Whilst we judge the private arena as the optimal space to access innovators, selectivity in
public markets should also offer notable opportunity.
In an environment rich with a new cast of leaders and talent around the world, we are excited by the
opportunities to deploy capital both directly, and indeed with specialist fund managers, with a conviction that
the opportunity for skilled stock selection is now meaningfully more attractive.
I have also referenced an unusually complex geopolitical and economic environment; one that presents quite
an array of risks. Mindful of this, we have made adjustment to our positioning. We have a more diversified set
of exposures, many at lower levels of valuation than is the case for the United States. Our meaningful and
closely managed exposure to Uncorrelated Strategies should provide further insulation.
Looking ahead, our strong and expanding global network, experienced investment team, and diversified
portfolio, place us well to navigate this environment: unpredictable but also ripe with significant opportunity,
much of it new.
Broadly, our focus remains unchanged: to help shareholders compound wealth over the long term through
a diversified and resilient global portfolio. Alongside investment performance and long-term value creation,
narrowing the share price discount and strengthening shareholder engagement remain key priorities.
We thank you for your continued trust and support.
Yours sincerely,
Maggie Fanari
Chief Executive Officer, J. Rothschild Capital Management Limited
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc 13
STRATEGIC REPORT
Our Purpose, Strategy and Business Model
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.”
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.”
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 2025 RIT Capital Partners plc 15
STRATEGIC REPORT
Our multi-asset, flexible investment strategy differentiates us from other investment trusts,
allowing us to invest in an unconstrained and capital efficient manner 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, not liquidity pressures.
A key facet of our investment approach is risk management. The Board establishes and
oversees the risk appetite through regular monitoring of asset allocation and security limits
to allow JRCM to efficiently and effectively manage the portfolio in line with the Corporate
Objective. Our 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. These 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 46 to 53.
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. Below is
a summary of our three investment pillars and the long-term allocation range within which we
manage each. These pillars are discussed in more detail in the Manager’s Report on pages 20
to 40.
Quoted Equities
30-60%
*
Diversified, global strategies
implemented through direct stocks
and equity funds.
Private Investments
20-40%
*
Investments sourced directly via our
own extensive global network, and
typically structured to provide some
downside protection.
Uncorrelated Strategies
20-40%
*
Absolute return and credit
investments, as well as real assets
and government bonds.
Our Purpose, Strategy and Business Model
* Long-term % NAV allocation range.
Report and Accounts December 2025 RIT Capital Partners plc16
STRATEGIC REPORT
We do not target an absolute return; ensuring we have sufficient capital deployed to generate
long-term growth necessarily exposes us to market risk. However, through the cycles, we
believe this disciplined 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 a core group of
specialist external managers, enabling us to invest in funds and opportunities which may be
closed to new investors, and typically cannot be accessed by a retail investor. In addition, this
strong global 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. While access to such specialist managers involves paying fees, these
fees are an important part of the investment decision (see page 83). Our reported net asset
value, and by extension the price at which our shares trade, 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.
Board of
Directors
RIT Capital Partners
plc
J. Rothschild Capital
Management Limited
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 2025 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 key performance indicators (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 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 78 to 81.
STRATEGIC REPORT
Our Purpose, Strategy and Business Model
Report and Accounts December 2025 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(1) of the Companies Act
2006, which guides our approach to strategy and decision making (see page 84).
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 more broadly and Environmental, Social and Governance (ESG)
considerations.
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. Our Manager is
a signatory of the UN PRI, and has in place a Responsible Investment Framework and Policy,
available on the Company website. ESG factors form part of our Manager’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 56 to 65, which includes our
Task Force for Climate-related Financial Disclosures Report.
Shareholder communication and AGM
In addition to this report, we publish a monthly NAV and Factsheet and our website
www.ritcap.com, together with our LinkedIn page, provide regular performance updates.
We also look forward to meeting as many of you as possible at our AGM at 12:00pm on
30 April 2026, at Spencer House, 27 St. James’s Place, London, SW1A 1NR.
Our Purpose, Strategy and Business Model
Report and Accounts December 2025 RIT Capital Partners plc 19
20 Report and Accounts December 2025 RIT Capital Partners plc
Manager’s
Report
Report and Accounts December 2025 RIT Capital Partners plc 21
22 Performance Highlights
23 Portfolio Overview
24
Quoted Equities
29 Private Investments
35 Uncorrelated Strategies
39 Currency and Capital Management
A diversified
and resilient
global
portfolio.
Asset category
2024
% NAV
1
2025
% NAV
1
2025
Return
2
2025
% Contribution
Quoted Equities
3
46.2% 43.3% 15.0% 6.9%
Private Investments
3
33.4% 31.7% 18.3% 6.5%
Uncorrelated Strategies 23.8% 25.6% 12.1% 3.4%
Currency -1.1% 0.5% n/a -2.9%
Total investments 102.3% 101.1% n/a 13.9%
Liquidity, borrowings and other
4
-2.3% -1.1% n/a -0.4%
Total 100.0% 100.0% 13.5% 13.5%
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 estimated adjustment of £175m/4.3% to reallocate quoted positions held within private funds (2024: £159m/4.3%). The return/
contribution from these positions is in Private Investments.
4
Including interest, expenses, and estimated accretion benefit of 0.9% from share buybacks (2024: 0.8%).
22 Report and Accounts December 2025 RIT Capital Partners plc
Our NAV per share total return for the year was 13.5% with
double-digit returns across all three investment pillars. This takes
the annualised return since inception to 10.6%, underscoring our
commitment to delivering healthy returns over the long term.
Portfolio performance was ahead of our absolute reference hurdle, CPI plus 3%, which returned
6.4%, while our relative hurdle, ACWI (50% £), delivered 17.1%.
Portfolio highlights
Our strong performance was driven by a broad range of factors:
• Quoted Equities generated a 15.0% return, led by our specialist managers focused on
biotech, Japan and emerging markets. Our direct investments benefitted from European
aerospace and defence, and were negatively impacted by some idiosyncratic stock picks.
Overall the pillar contributed 6.9% to our NAV.
• Private Investments saw a return of 18.3% and contributed 6.5% to performance. Key drivers
of performance were realisations of £232m due to increased M&A and IPO activity in
technology, while SpaceX benefitted from strong growth and increasing investor demand.
The funds book also contributed positively and generated healthy distributions, resulting in
net realisations for the second consecutive year.
• Uncorrelated Strategies had a return of 12.1% and contributed 3.4% to our NAV. This was led
by our exposure to absolute return and credit managers. Gold contributed positively with a
small offset from interest rate sensitive investments and carbon credits.
Currency translation was the largest headwind during the period, as the continued
weakening of the US dollar against sterling resulted in a negative translation effect on our
global portfolio. While the US dollar fell nearly 8% against sterling over the year, our active
currency hedging reduced the impact on the portfolio. The net impact of currency, after
hedging, was -2.9%. The portfolio returns were also offset by operating costs and interest
on our borrowings and benefitted from the accretion on buybacks.
Performance Highlights
Asset allocation, returns and contribution
STRATEGIC REPORT
+13.5%
NAV per share total return
Quoted
Equities
+15.0%
+6.9% NAV contribution
Private
Investments
+18.3%
+6.5% NAV contribution
Uncorrelated
Strategies
+12.1%
+3.4% NAV contribution
For the year ended
31 December 2025
With positive returns across
all three pillars
The charts above exclude non-investment lines, such as currency, liquidity, borrowings and other assets, representing -0.6% of NAV at the end of the year
(2024: -3.4%).
Including exposure gained through the use of derivatives. Excluding non-investment lines, such as currency, liquidity, borrowings and other assets,
representing -1% of NAV at the end of the year (2024: -3%). The Global category includes exposures with no specific geography including gold and some
absolute return and credit funds.
Global
2025
2024
51.6%
12.8%
19.1%
7.1%
9.4%
61.9%
10.7%
11.8%
7.3%
8.3%
North America
North America
Emerging
Markets
Emerging Markets
Europe
Europe
Japan
Japan
Global
Global
2025
2024
51.6%
12.8%
19.1%
7.1%
9.4%
61.9%
10.7%
11.8%
7.3%
8.3%
North America
North America
Emerging
Markets
Emerging Markets
Europe
Europe
Japan
Japan
Global
Portfolio exposure by region (as a % of net exposure)
Report and Accounts December 2025 RIT Capital Partners plc 23
STRATEGIC REPORT
Portfolio Overview
Our diversified global portfolio aims to deliver long-term capital
growth while preserving shareholders’ capital. Our flexible
investment strategy enables us to invest across different asset classes
and geographies, combining thematic investing with prudent risk
management.
20252024
Quoted
Equities
Quoted
Equities
Private
Investments
Private
Investments
Uncorrelated
Strategies
Uncorrelated
Strategies
23.8%
33.4%
46.2%
25.6%
31.7%
43.3%
20252024
Quoted
Equities
Quoted
Equities
Private
Investments
Private
Investments
Uncorrelated
Strategies
Uncorrelated
Strategies
23.8%
33.4%
46.2%
25.6%
31.7%
43.3%
Portfolio allocation (as a % of NAV)
+13.5%
NAV per share total return
Quoted Equities - Asset allocation, returns and contribution
2024
% NAV
2025
% NAV
2025
% Return
1
2025
% Contribution
Direct 23.8%
2
16.6%
2
8.6% 2.1%
Funds 22.0% 26.7% 23.2% 4.8%
Other
3
0.4% 0.0% n/a -0.0%
Total 46.2% 43.3% 15.0% 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 (% NAV)
30-60% NAV
Long-term allocation range
0 10 20 30
Funds
Direct
22.0%
26.7%
23.8%
16.6%
2025
2024
24 Report and Accounts December 2025 RIT Capital Partners plc
STRATEGIC REPORT
The Quoted Equities portfolio comprises diversified,
global strategies implemented through direct stocks
and equity funds. The portfolio combines in-house
investment expertise with carefully selected external
managers to access opportunities in sectors and
geographies where we see the greatest potential.
Quoted Equities
43.3% NAV
31 December 2025
Report and Accounts December 2025 RIT Capital Partners plc 25
STRATEGIC REPORT
Quoted Equities – highlights
Despite periods of market volatility driven by geopolitical events, global stock markets
delivered healthy returns in 2025. This continued the recovery that began after the market lows
of 2022, supported by ample liquidity, lower interest rates, and generally favourable corporate
fundamentals. In contrast to recent years, equities outside of the US, especially emerging
markets, delivered superior returns for the first time since 2020.
During the year, we made several meaningful changes to our Quoted Equities portfolio. While
we remain positive on the long-term, transformational impact of AI, valuations in the US market
reflected a high degree of optimism compared with opportunities elsewhere. At the same
time, we are seeing a broader and more attractive range of investment opportunities globally,
creating a better environment for active stock selection. Additionally, increased fiscal spending
and a greater focus on national self-sufficiency are creating favourable conditions for certain
capital-intensive industries.
Against this backdrop, we increased our exposure to Europe and Asia by 16% and 7%
respectively, and reduced our US allocation by 23%. Overall, our equity exposure is slightly
lower and the portfolio is now more focused on undervalued durable franchises.
We also increased our allocation to specialist external managers with strong stock-picking
expertise, particularly outside the United States. This includes our continued focus on
Japanese corporate reform and shareholder activism, stock selection in China, and
opportunities in biotechnology.
Quoted Equities returned 15.0% for the year, contributing 6.9% to NAV. Overall, the allocation to
quoted equities reduced modestly to 43.3%, from 46.2% in 2024.
Key drivers included:
• Our specialist fund managers in biotech, Japan and China, while one of our long-standing
generalists had a modest return impacted in part by the pressure on quality equities over the
period.
• Our direct stock portfolio was led largely by non-US positions, including European aerospace
and defence and separately, Galderma, a global dermatology company. Our recent
investment in commodity related areas made an initial contribution too, while we saw mixed
performance in idiosyncratic positions over the period.
We have a highly skilled investment team with significant
experience across multiple asset classes.
We also leverage expert insight from our global network
andspecialistmanager partners.
15.0%
return on
Quoted Equities
Direct equities
In concentrating this portfolio, we reduced our exposure to technology, realising gains in
mega-cap holdings and exiting Coupang, the South Korean e-commerce business, at risk of
further regulatory scrutiny after a customer data breach. Additionally, we saw mixed outcomes
from the exits of other legacy positions. This included positive contributions from the sales of
Somnigroup, a US consumer focused mattress and bedding company which benefitted from
their acquisition of Mattress Firm, and our utilities, National Grid and Constellation Energy.
This positive performance was partially offset by the sale of Quidelortho, a US-based medical
diagnostics provider, and VF Corp, a global apparel and footwear company, as anticipated
catalysts failed to materialise.
Investments outside the US performed well over the period. In Europe, our investment in the
aerospace and defence basket performed strongly, and Galderma benefitted from successful
product launches and accelerating demand for injectable aesthetics (see case study on
page
28). Seibu, a Japanese transportation, hospitality and real estate conglomerate, continued
to benefit from the government’s increase in railway fares, now approved for March 2026.
Quoted Equities by exposure
(net exposure as a % of the book)
Including exposure through derivatives and excluding quoted equities held in private investment funds. Equity funds are estimated based on the latest
available funds’ reporting at 31 December 2025.
Equity funds
Direct equities
Quality
24%
Emerging
markets
7%
Emerging
markets
17%
Commodities
7%
Japan
17%
Biotech
12%
Quality
11%
European
sovereignty
5%
26 Report and Accounts December 2025 RIT Capital Partners plc
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc 27
STRATEGIC REPORT
Equity funds
Our equity funds portfolio followed a similar discipline of greater concentration achieved
through increased allocation to our highest-conviction managers and the redemption of certain
non-core relationships.
During the year, exposure to our existing Japan managers delivered strong returns, capitalising
on the reform agenda, a theme we have successfully expressed in recent years with expert
partners in the region.
Additionally, we established a new relationship with Parvus European Opportunities, a long-only
equity manager. This fund has a long record of superior returns generated by a concentrated,
contrarian approach focused on identifying high conviction, mispriced opportunities, largely
outside of the United States.
In China, we enhanced our exposure by shifting capital into a new relationship with a long-
standing market participant in the region. Perseverance is a long-biased China public equity
fund, rooted in deep holistic fundamental research across sectors, industries and market
capitalisations. Their edge and differentiation lie in their ability to act with contrarian views yet
retain a pragmatic approach in exploiting opportunities.
Our biotech managers delivered strong returns. Following a prolonged period of subdued
sentiment, conditions pivoted in the second half of the year as regulatory uncertainty eased
and lower interest rates provided a more supportive environment. Our specialist managers
successfully capitalised on these tailwinds: positive clinical trials, patent victories, and
favourable regulatory approvals generated better than expected outcomes. Additionally, there
was renewed M&A, driven by strong demand by companies to bolster pipelines, a structural
trend we expect to persist into 2026.
Portfolio diversification
Aligned with our investment policy, the Quoted Equities portfolio is diversified across
themes and geographies, providing differentiated sources of return at the overall portfolio
level. This approach allows us to invest in long-term growth opportunities while carefully
managing risk. We do not expect all of our investments to perform in tandem, rather, we
anticipate that different areas of the portfolio will lead at different stages of market cycles.
We remain confident that our unique active management framework will deliver positive
results over our long-term investment horizon.
Estimated based on direct and indirect
exposures (using latest available funds’
reporting at December 2025)
Quoted Equities by region
(% portfolio exposure)
0% 20% 40% 60% 80%
17%
17%
2%
2%
15%
24%
8%
22%
58%
35%
Europe
Asia
Japan
Other
US
2025
2024
28 Report and Accounts December 2025 RIT Capital Partners plc
STRATEGIC REPORT
Galderma
Founded in 1981 as a L’Oréal and Nestlé joint
venture, Galderma is a pure-play, Swiss-based global
dermatology leader.
Pillar Quoted Equities
Theme Pharmaceuticals
Status Current investment
Geography Switzerland
Investment date March 2024
Why we invest
Dermatology is the fastest-growing area of the self-care market, driven
by increasing consumer awareness of skin health and greater focus on
preventative and non-invasive aesthetic treatments.
Galderma occupies resilient, attractive segments, from injectable
aesthetic treatments and dermatological skincare to therapeutic
dermatology. It has delivered strong revenue growth and free cash flow
following successful product launches and geographical expansion.
RIT invested in Galderma’s oversubscribed initial public offering (IPO)
in March 2024, after engaging early with the company and due to our
strong relationship with principal investor EQT. We have since increased
our stake further.
Galderma’s share price more than tripled (>3x) since its flotation in
March 2024.
PORTFOLIO INSIGHT
Report and Accounts December 2025 RIT Capital Partners plc 29
STRATEGIC REPORTSTRATEGIC REPORT
Private Investments
Private Investments are those 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
2024
% NAV
2025
% NAV
2025
% Return
1
2025
% Contribution
Direct 10.1% 9.7% 47.4% 3.7%
Funds
2
23.3% 22.0% 10.2% 2.8%
Total 33.4% 31.7% 18.3% 6.5%
Private Investments (% NAV)
0.0%
10.0% 20.0% 30.0%
23.3%
22.0%
10.1%
9.7%
Direct
Funds
2025
2024
20-40% NAV
Long-term allocation range
31.7% NAV
31 December 2025
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.
STRATEGIC REPORT
Private Investments - highlights
Private Investments made a significant contribution to overall performance, adding
6.5% to NAV and delivering a return of 18.3%. During the period, our allocation to Private
Investments decreased further following substantial realisations, considering the strong
performance, particularly from our direct investments.
Our strategy remains anchored in co-investments alongside core partners, where the
strength of our global network provides the distinct access points to identify what we
believe are high-quality opportunities.
The pillar represented 31.7% of NAV at year end (2024: 33.4%), comprising third-party
funds (22.0% of NAV) and direct investments (9.7% of NAV).
During the year, the drivers of returns in this pillar were:
• Direct private investments: The direct portfolio returned 47.4%, capitalising on a
selective improvement in exit conditions. We successfully crystallised value in sectors
with sustained strategic demand, specifically AI and fintech infrastructure. The exit of
WeBull and a significant valuation uplift in SpaceX in the second half of the year were
the primary drivers of returns, bolstered by liquidity events from Scale AI and Xapo
Bank. Valuation gains across other investments further enhanced these results. During
the year we initiated two high-conviction investments in Databricks and Anthropic,
where attractive entry points and access aligned with our highly selective and
disciplined approach to new positions.
• Private funds: Our fund investments returned 10.2%. Performance was led by our top
five managers, with Greenoaks delivering outsized results driven by private and public
positions. These partnerships remain a critical component of our strategy, providing
the geographic and sectoral breadth required to navigate a selective investment
environment. In particular, our private funds have long provided key technology
exposure within the portfolio, capturing innovation as its steady diffusion transforms
industries across the broader economy.
The direct private investments are all valued at 31 December 2025, and over 99% of
the funds portfolio is held at the General Partners’ 30 September valuations, with the
remaining balance at 30 June. Valuations are typically received two to three months after
each quarter end and are incorporated into the NAV at that time, adjusted for subsequent
investments, distributions and currency moves.
Private Investments NAV bridge
£ million
December
2024
New
investments Realisations
1
Gain/loss
Currency
translation
Change in
quoted stock
adjustment
2
December
2025
Funds 870.1 90.6 -93.3 105.3 -69.7 -16.2 886.8
Directs 374.6 41.8 -138.9 137.6 -22.9 n/a 392.2
Total 1,244.7 132.4 -232.2 242.9 -92.6 -16.2 1,279.0
1
Realisations includes fund distributions, proceeds from sales and transfers out of Private Investments.
2
The opening/closing balances for funds are adjusted to exclude estimates of quoted stocks held within these funds of £159.0m (at 31 December 2024)
and £175.2m (at 31 December 2025).
STRATEGIC REPORT
18.3%
return on
Private
Investments
47.4%
return on
direct private
investments
5.7%
realisations
as a % of NAV,
highest since 2021
30 Report and Accounts December 2025 RIT Capital Partners plc
Private Investments by sector
(% of pillar NAV )
Enterprise Software 25%
Fintech and Financial Services 25%
AI and Advanced Technologies 15%
Healthcare and Life Sciences 15%
Consumer 15%
Industrials and Other 5%
This chart includes investments held directly and indirectly
through funds, estimated using the latest available funds
reporting at 30 September 2025. The companies highlighted
represent some of our largest positions, spanning both direct
and indirect investments.
31 Report and Accounts December 2025 RIT Capital Partners plc
STRATEGIC REPORT
0
40
80
120
160
200
240
2022
2.8%
2.5%
5.7%
4.6%
2023 2024 2025
Private Investments – realisations
(£m, %NAV)
2022
40.7%
35.9%
31.7%
33.4%
2023* 2024* 2025*
Private Investments – allocation
(%NAV)
* Adjusted for quoted equity stocks
Investment activity
During the year, we continued to prioritise realisations and redeployed capital into only
those opportunities that met our highly selective investment criteria. Private Investment
realisations totalled £232m, equivalent to 5.7% of year end NAV, or 18.6% of the privates
portfolio. This represents our highest level of realisations since 2021. Of this amount,
£139m came from direct investments, predominately achieved at or above prior valuations,
with a further £93m distributed from funds. New investments totalled £132m, resulting
in net realisations of £100m, or 2.5% of NAV. Overall, the year’s realisation activity
demonstrated our preference for patience and discipline, returning capital when conditions
allowed and reinvesting only where long-term value was clear.
Within the funds portfolio, we committed additional capital to our core managers including
Greenoaks, Thrive, and Iconiq, and funded capital calls on existing commitments. In the
direct portfolio, we increased our interest in SpaceX and established positions in two
businesses providing critical infrastructure for AI. Databricks provides a platform for large-
scale data storage and analytics, while the other, Anthropic, focuses on the development
of advanced large language models. Both occupy positions we consider central to the
continued adoption of technology throughout the wider economy.
£93m
private fund
realisations
£139m
private direct
realisations
STRATEGIC REPORT
Portfolio summary
The portfolio is diversified by stage of development and geography, with a predominant
focus on companies driving or benefitting from the integration of technological
advancement across the wider economy. Investments span areas including enterprise
software, fintech, AI
and advanced technologies, healthcare and life sciences, financial
services, industrials and consumer businesses. A breakdown of the top investments
within this pillar is shown on page 31, together with selective investments across the
portfolio.
Private direct investments
Direct investments, representing 9.7% of NAV, delivered a return of 47.4% during the
period and contributed 3.7% to NAV performance.
This result reflected a combination of realisations and valuation uplifts across a number of
holdings. Notable realisations included: the commission-free trading platform WeBull, our
largest exit during the year; Scale AI, a data-labelling business supporting AI applications;
and the sale of XapoBank, an early participant in global cryptocurrency banking. In
aggregate, these exits were achieved at a 112% uplift to prior carrying values at an
average 2.2x on cost with an IRR of 23%. This outcome is particularly noteworthy given
the elevated valuations prevalent during the 2021 investment period. Achieving these
returns materially ahead of expected timelines reflects both the quality of the underlying
assets and a disciplined approach to securing value in a selective market environment.
While these exits provided significant gains, the overall result was partially tempered by
the disciplined write-down on Motive following a reassessment of its near-term outlook.
During the period, £42m of capital was redeployed into new and existing positions.
This included an increased allocation to SpaceX, which has continued to benefit from
revenue growth within its Starlink division and sustained investor interest. Additionally,
we gained exposure to Databricks and Anthropic - both highly sought after, difficult-to-
access investments that are shaping the adoption of AI across industries and the broader
economy.
Across the wider portfolio, underlying operating performance remained sound. A number of
companies strengthened their balance sheets through new funding rounds during the year,
and we estimate that 99% of the investments by NAV are profitable or have cash runway
greater than one year, up from 96% in 2024. Companies are considered profitable on the
basis of either EBITDA (earnings before interest, tax, depreciation and amortisation), free
cash flow or net income.
47.4%
return on
private direct
investments
112%
average uplift
on direct
realisations
from prior
carrying values
32 Report and Accounts December 2025 RIT Capital Partners plc
Private fund investments
Private funds represented 22.0% of NAV at the end of the year, net of an adjustment to
exclude 4.3% of quoted positions held within funds. Our fund investments returned 10.2% and
contributed 2.8% to portfolio performance.
The majority of this contribution was attributable to our top five private fund managers,
Thrive, Iconiq, Greenoaks, Ribbit and BDT Capital, together representing 14.3% of NAV and
contributing over 2.5% to performance.
Performance within the funds portfolio saw similar drivers to that of the direct investments,
with strong exits and valuation uplifts in sectors experiencing tailwinds. Exposure to advances
in AI-driven technologies benefitted from a number of look through positions such as
Databricks and Anthropic (companies we also hold direct exposure to).
Private funds continued to be self-funding over the period, with capital calls of £91m and
distributions of £93m (2024: net distributions £15m). Our fund commitments at the end of
the year were £177m (see note 14 on page 112) or 4.4% of NAV, down from £366m or 9.8% of
NAV at the start of 2023, and below our ten-year average of 6.4% (see chart below for further
detail).
The portfolio remains reasonably mature, with 60% of the private funds portfolio invested in
vintages predating 2020 (see chart below).
Outlook
As we look towards 2026, we anticipate that the more receptive environment for asset
realisations experienced over the last year will persist, supported by a robust IPO pipeline and
continued strategic M&A.
We have for some time been engaged in a process of further concentrating the direct portfolio,
moving away from broader diversification toward a smaller number of higher conviction,
more mature businesses. This disciplined approach will continue, with our focus remaining on
category-defining businesses and enterprises with durable competitive positions that offer the
prospect of sustained growth over the long term.
The Company’s permanent capital structure remains a cornerstone of our approach, allowing
for patient participation in these structural shifts without the constraints of predefined exit
timelines. By leveraging our extensive global network, we continue to secure access to
what we believe are the most compelling investments, often difficult for others to reach. We
anticipate that as the portfolio matures, further realised proceeds from both strategic sales and
public listings will reinforce the self-funding nature of the portfolio.
Private fund investments by vintage year
(as a % of the funds portfolio)
Undrawn commitments
(£m, % NAV)
100
150
200
250
300
350
400
2022
9.8%
8.1%
5.4%
4.4%
2023 2024 2025
2021-2025 40%
2017-2020 38%
2013-2016 14%
Prior 8%
Report and Accounts December 2025 RIT Capital Partners plc 33
STRATEGIC REPORT
10.2%
return on
private fund
investments
Report and Accounts December 2025 RIT Capital Partners plc34
STRATEGIC REPORT
SpaceX
SpaceX aims to revolutionise space technology and enable
human colonisation of Mars, while Starlink has the world's
largest satellite network. Both businesses are market leaders.
Pillar Private Investments
Theme AI & advanced technologies
Status Current investment
Geography USA
Invested date November 2024
Why we invest
SpaceX expresses RIT’s investment theme of technology diffusion, in which
innovative technologies transform industries beyond the technology sector. We
believe it is one of the world’s most groundbreaking companies, well-positioned
for continued global expansion and long-term growth.
We have steadily increased our investment in SpaceX, which experienced a
significant valuation uplift in 2025.
Following the period end, SpaceX announced that it had acquired xAI, in a deal
that values the combined entity at $1.25 trillion, believed to be the world's most
valuable private company.
7,800+ 606
Satellites in orbit
1
Completed missions
1
6m+
572
Starlink customers
1
Total landings
1
1
Source: SpaceX website.
PORTFOLIO INSIGHT
STRATEGIC REPORT
34 Report and Accounts December 2025 RIT Capital Partners plc
Report and Accounts December 2025 RIT Capital Partners plc 35
Uncorrelated Strategies
Our Uncorrelated Strategies act as a steady
diversifier, aiming to generate consistent returns
with lower correlation to equity markets through
the cycle. They include absolute return and credit
investments, as well as 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
2024
% NAV
2025
% NAV
2025
% return
1
2025
% contribution
Absolute return and credit 19.4% 19.1% 11.5% 2.2%
Government bonds and rates 2.4% 4.9% -7.8 % -0.2%
Real assets 2.0% 1.6% 24.7% 1.4%
Total 23.8% 25.6% 12.1% 3.4%
Uncorrelated Strategies (% NAV)
0 10 20 30
2.0%
1.6%
2.4%
4.9%
19.4%
19.1%
Real
assets
Government
bonds and
rates
Absolute
return and
credit
2025
2024
20-40% NAV
Long-term allocation range
25.6% NAV
31 December 2025
1
Returns are estimated local currency returns, taking into account derivatives.
STRATEGIC REPORT
12.1%
return on
Uncorrelated
Strategies
Report and Accounts December 2025 RIT Capital Partners plc36
STRATEGIC REPORT
Uncorrelated Strategies - highlights
Uncorrelated Strategies represented 25.6% of NAV at the end of the year and acted as a
steady diversifier of returns throughout 2025. This pillar contributed 3.4% to the overall
portfolio performance and generated a return of 12.1%.
Key drivers of this performance were:
• Absolute return and credit funds: These strategies represent 75% of the pillar, and saw solid
performance of 11.5%, led by our specialist credit managers.
• Real assets: Within this allocation, gold was the largest contributor, adding 1.7% and
delivering a 46% return, having increased our exposure during the year as the macro and
geopolitical landscape evolved. This was partially offset by our exposure to carbon credits,
which detracted 0.3% from NAV.
• Government bonds and rate sensitive positions: Our long duration gilts and interest
rate hedges detracted from performance as inflation concerns created headwinds for
long duration fixed income. Recognising the shifting interest rate landscape, we tilted
our exposure into shorter dated UK Treasury gilts and purchased US Treasury notes in
December.
This pillar is diversified across assets and designed to provide steady returns, with the ability
to protect the wider portfolio from volatility in times of market stress. For absolute return
and credit strategies, we work with specialist external managers to access the opportunities
identified within our themes. We diversify our exposure, incorporating credit, market neutral
and macro strategies. The pillar also includes investments in interest rate-driven assets,
government bonds and real assets, such as investment properties and gold.
Investment activity
Within the uncorrelated funds portfolio, further concentration occurred during the year. Capital
was increasingly allocated to a smaller number of manager relationships, alongside selective
redemptions from non-core positions. As a result, the portfolio is now comprised of a more limited
number of distinctive mandates. This positioning is intended to support the role of Uncorrelated
Strategies as a stabilising component of the overall portfolio. With the evolving macro and
geopolitical landscape we also increased our exposure to this pillar from 23.8% to 25.6%.
Absolute return and credit
Absolute return and credit, the largest component of the pillar at 19.1%, delivered a 11.5% return
over the period, contributing 2.2% to NAV performance. Our credit investments returned 13.2%,
contributing 1.4%, while our absolute return managers returned 9.4% and contributed 0.8% to
NAV performance.
We redeployed capital into new more concentrated investments after exiting several legacy
holdings including ARCM, following a wind down of their successful fund which has generated
a positive return since our investment in 2021, and Liontree, a loan note which was fully repaid
during the period, above its previous holding value.
Our credit managers outperformed both investment grade and high-yield benchmarks and
were a key driver of returns in the pillar. This was against a backdrop of credit markets
delivering positive but moderate returns during the year, supported by relatively low default
rates, resilient corporate fundamentals and investor demand.
Within absolute return, our equity market neutral managers seek to reduce market exposure
risks by taking long and short positions to extract the unique return component of a stock’s
share price change with a low correlation to equity markets. After solid performance since
our initial investment, we increased our position in Ilex Capital, an equity market neutral fund
with a European bias. Additionally, we’ve allocated capital to Libremax, a long-only absolute
return manager, aiming to provide a steady return stream agnostic to market volatility.
Our macro managers, which aim to deliver absolute return, saw strong performance for
the year. Following a period of robust performance since our initial investment in late 2024,
we increased our allocation to Deem Global, a global macro manager, seeking to generate
returns by capitalising on macroeconomic policy shifts, geopolitical realignments and the
evolving dynamics of the real economy. For further information, see the case study on
page
38.
Real assets
Real assets represent 1.6% of NAV and contributed 1.4% to NAV performance.
Our exposure to gold, representing 0.2% of NAV at the period end (including exposure
through derivatives represents 4.0% of NAV), added 1.7% to performance with a 46% return.
Gold plays an important role as part of our strategic asset allocation, serving as a portfolio
diversifier. Over the period it rose more than 60% in value, its strongest annual performance
since 1979, driven by central banks and investor demand for safe-haven assets amid
economic and geopolitical uncertainty.
The value of Spencer House and other investment properties saw a small uplift over the
period, while our investment in California carbon credits detracted from performance, an
investment we exited during the year.
Government bonds and rates
We increased our position in government bonds and rates, adding US Treasury notes near
the end of the year, exiting our long-dated UK gilts (while keeping our short-dated gilts),
increasing our overall allocation from 2.4% to 4.9%. We view these investments as both a
store of value and providing a diversified return profile during periods of equity volatility.
We also held modest rates hedges during the year to protect against higher-for-longer
interest rates, which detracted marginally from returns as rate cuts were made in line with
expectations.
Absolute return 40%
Credit 35%
Government bonds & rates 19%
Real assets 6%
Uncorrelated Strategies – allocation
(% of pillar NAV)
46%
return on gold
Report and Accounts December 2025 RIT Capital Partners plc 37
STRATEGIC REPORT
Deem Global
Founded in December 2022, Deem Global is a discretionary
macro firm with an absolute-return mindset. They focus on
cross asset thematic macro opportunities within a well-defined,
limited loss risk framework. This clearly defined risk framework
empowers them to have downside safety and resilience in volatile
markets, whilst offering the opportunity of upside asymmetry.
Pillar Uncorrelated Strategies
Theme Global macro
Status Existing investment
Geography Global
Initial Investment Date 30 September 2024
Why we invest
RIT was an early investor in Deem Global which provides a unique source of
diversification to our portfolio. We invest through our Uncorrelated Strategies
pillar, which is designed to enhance the resilience of RIT’s overall portfolio.
Investments within this pillar generally behave differently from equities, helping
to provide stable performance across market cycles.
PORTFOLIO INSIGHT
STRATEGIC REPORT
38 Report and Accounts December 2025 RIT Capital Partners plc
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
9.7%
7.1%
Others
Japanese yen
Euro
US dollar
Sterling
4.3%
3.5%
2.4%
4.0%
25.7%
17.0%
57.9%
68.4%
2025
2024
Report and Accounts December 2025 RIT Capital Partners plc 39
Currency
Currency is an important aspect 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.
During the year, the US dollar saw its largest annual decline against sterling in nearly 10 years.
This significant weakening was driven by increased fiscal uncertainty and budget concerns,
leading investors to diversify into overseas markets and alternative assets. We continue to see
scenarios which could pose risks leading to a weaker US dollar environment and towards the
end of the year we increased our sterling position to mitigate this risk.
Our currency hedging performed as expected, partially shielding the portfolio from the 8%
decline of the US dollar against sterling. Accounting for our hedges, currency detracted 2.9%
from our NAV return over the period. Unhedged, currency would have detracted 5.1% from the
portfolio, demonstrating the benefit of our active hedging programme.
Currency exposure (% NAV)
Currency and Capital Management
STRATEGIC REPORT
£89m
in share
buybacks
£155m
committed
but undrawn
borrowing
facilities
l.l%
ongoing charges
figure
Report and Accounts December 2025 RIT Capital Partners plc40
Buybacks
We continued to execute on the buyback programme during 2025, allocating £89m to
acquire approximately 4.5m shares or 3% of share capital. Since the start of 2023, we have
repurchased approximately 11% of our share capital, amounting to £332m. The estimated
accretion from buybacks added 0.9% to our NAV total return over the year.
Balance sheet
Access to liquidity is a core priority in ensuring we retain flexibility to act on opportunities. At
the year end, we held £221m in liquidity balances, £155m in committed but undrawn facilities,
and £302m in drawn borrowings. During the first half of the year, we secured a £100m, three-
year facility with SMBC Bank International plc and repaid the first series of the 2015 loan
note programme. More information on our borrowings can be found on page 114. Taking into
consideration our cash balances, this represented gearing of 3.2% 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, Spencer
House Limited (SHL) which maintains and manages the investment property portfolio, including
Spencer House, which operates a profitable events business, and other properties in St. James’s.
The Group continues to focus on disciplined cost management while ensuring full compliance
with regulatory requirements and maintaining the operational capacity necessary to source,
research and execute investment opportunities.
In 2025, we continued to enhance our approach to investor relations, communications and
marketing, driven by a combination of in-house expertise and supported by external specialists.
Improvements in reporting formats and disclosures, and enhanced investor engagement has
generated positive feedback. We expect this momentum to continue into 2026.
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 2025,
RIT’s own OCF was 0.73% (2024: 0.76%). Further information on this calculation is provided on
page 133, with further information on costs more generally on pages 83, 88 and
98.
Currency and Capital Management
£89m
in share
buybacks
0.73%
ongoing charges
figure
STRATEGIC REPORT
STRATEGIC REPORT
Investment holdings Country/region Industry/description
Value of
investments
£ million
% of
NAV
Quoted Equities
1
Quoted Equities - direct:
Stocks:
Galderma Group AG Switzerland Healthcare 43.4 1.1%
Booking Holdings, Inc. United States Consumer discretionary 38.2 0.9%
S&P Global, Inc. United States Financials 32.8 0.8%
Legrand SA France Industrials 31.1 0.8%
The Travelers Companies, Inc. United States Financials 29.3 0.7%
Amazon.com, Inc. United States Consumer discretionary 28.6 0.7%
Mastercard, Inc. United States Financials 28.1 0.7%
Reckitt Benckiser Group plc United Kingdom Consumer staples 28.1 0.7%
Intercontinental Exchange, Inc. United States Financials 27.1 0.7%
Texas Instruments, Inc. United States Information technology 25.5 0.6%
The Procter & Gamble Company United States Consumer staples 22.8 0.6%
McDonald’s Corporation United States Consumer discretionary 19.4 0.5%
Other stocks 58.3 1.5%
Quoted stocks held within private investment funds
2
175.2 4.3%
Total Stocks 587.9 14.6%
Thematics
3
:
Gold Miners Global Commodities 76.3 2.0%
Emerging Markets Emerging Markets Diversified; 3.1% exposure 1.8 0.0%
European Sovereignty Europe Diversified; 1.9% exposure 1.7 0.0%
Other metals - mining & suppliers Global Commodities; 0.9% exposure 1.1 0.0%
Total Thematics 80.9 2.0%
Total Quoted Equities - direct 668.8 16.6%
Quoted Equities - funds:
Discerene Global All-cap, value bias 192.4 4.8%
Blackrock Strategic Equity Global All-cap, diversified 164.1 4.1%
3D Opportunity Japan All-cap, diversified 162.8 4.0%
Perseverance Asset Management Int’l China All-cap, diversified 128.7 3.2%
Parvus European Opportunities Europe All-cap, value bias 119.0 2.9%
HCIF Offshore United States All-cap, healthcare 116.2 2.9%
Morant Wright Japan SMID-cap, value bias 86.1 2.1%
DG Offshore Global All-cap, healthcare 79.4 2.0%
Other funds 30.4 0.7%
Total Quoted Equities - funds 1,079.1 26.7%
Total Quoted Equities 1,747.9 43.3%
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 46.5% including the adjustment described in Footnote 2.
2
Estimated adjustment made for 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.
3
Thematics are diversified exposures which may be expressed via a combination of stocks, ETFs, futures and baskets.
Investment Portfolio
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc42
STRATEGIC REPORT
Investment Portfolio
Investment holdings Country/region Industry/description
Value of
investments
£ million
% of
NAV
Private Investments
Private Investments - direct
4
:
SpaceX United States AI & advanced technologies 102.3 2.5%
Motive United States Enterprise software 69.5 1.7%
Epic Systems United States Healthcare & life sciences 37.6 0.9%
Kraken United States Fintech 33.7 0.8%
Blueground United States Consumer 21.9 0.5%
Databricks United States Enterprise software 16.9 0.4%
Dandy United States Enterprise software 13.1 0.3%
Puck United States Consumer 8.2 0.2%
Brex United States Fintech 7.9 0.2%
Anchorage Digital United States Fintech 7. 4 0.2%
Anthropic United States AI & advanced technologies 7.4 0.2%
Airtable United States Enterprise software 6.8 0.2%
Other Private Investments - direct 59.5 1.6%
Total Private Investments - direct 392.2 9.7%
Private Investments - funds:
Thrive funds United States Growth equity 145.9 3.6%
Greenoaks Capital funds United States Growth equity 135.3 3.3%
Ribbit Capital funds United States Early stage & growth equity 116.4 2.9%
Iconiq funds United States Growth equity 111.6 2.8%
BDT Capital funds United States Private equity 68.1 1.7%
Hillhouse funds China Private equity 53.8 1.3%
Hunter Point funds United States Private equity 52.7 1.3%
LCV funds United States Early stage 40.6 1.0%
Arch Venture funds United States Life sciences 24.2 0.6%
Firstminute Capital funds Europe Early stage
23.8 0.6%
LionTree Investment Fund United States Private & growth equity 22.8 0.6%
Mithril funds United States Growth equity 16.4 0.4%
Westcap funds United States Growth equity 16.0 0.4%
Twenty VC funds United States Early stage 15.8 0.4%
Innovius Capital fund United States Growth equity 14.5 0.4%
Founders Fund funds United States Early stage 13.5 0.3%
Sound Ventures funds United States Early stage 13.2 0.3%
Eight Partners funds United States Early stage 11.0 0.3%
HSG funds (formerly Sequoia Capital China) China Growth equity 8.7 0.2%
Sky9 funds China Early stage 8.7 0.2%
Corsair funds United States Private equity 8.2 0.2%
Future Capital Discovery funds Asia Early stage 7.2 0.2%
K2 funds Asia Early stage 6.9 0.2%
Blackstone Tactical Opps United States Private equity 6.7 0.2%
Other private investments - funds 120.0 2.9%
Quoted stocks held within private investment funds
5
(175.2) (4.3%)
Total Private Investments - funds 886.8 22.0%
Total Private Investments 1,279.0 31.7%
4
The private direct book includes investments held through co-investment vehicles managed by a general partner (GP).
5
Estimated adjustment made for publicly-traded quoted equities held indirectly in private investment funds. These positions are valued at the statement date of
the fund in which they are held.
Report and Accounts December 2025 RIT Capital Partners plc 43
Investment holdings Country/region Industry/description
Value of
investments
£ million
% of
NAV
Uncorrelated Strategies
Absolute return and credit:
Credit:
Tresidor funds Europe Credit 171.2 4.3%
Attestor Value fund Global Credit 113.8 2.8%
Atos corporate bond Europe Credit 41.4 1.0%
Chicago Atlantic Credit Opportunities United States Credit 17.2 0.4%
Other credit 17.7 0.4%
Total credit 361.3 8.9%
Absolute return:
STA fund Global Systematic multi-strategy 77.1 1.9%
LibreMax fund Global Absolute return 76.4 1.9%
Woodline fund Global Equity market neutral 71.4 1.8%
ILEX fund Europe Equity market neutral 71.1 1.8%
JJJ Feeder fund Global Macro-strategy 59.9 1.5%
Deem Global Macro fund Global Macro-strategy 30.3 0.7%
Other absolute return 26.3 0.6%
Total absolute return 412.5 10.2%
Total absolute return & credit 773.8 19.1%
Real assets:
St. James's properties United Kingdom Investment property 27.0 0.7%
Spencer House
6
United Kingdom Investment property 25.8 0.6%
Gold
7
Global Commodities; 4.0% exposure 7.0 0.2%
Other real assets 5.7 0.1%
Total real assets 65.5 1.6%
Government bonds and rates:
US Treasury Note United States Government bonds 105.6 2.6%
UK Treasury Gilt United Kingdom Government bonds 93.0
2.3%
Total government bonds and rates 198.6 4.9%
Total Uncorrelated Strategies 1,037.9 25.6%
6
The value of Spencer House includes the contents held within Spencer House, such as furniture, fittings and the fine art portfolio.
7
The exposure to gold is obtained through futures.
Investment Portfolio
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc44
STRATEGIC REPORT
Investment holdings Country/region Industry/description
Value of
investments
£ million
% of
NAV
Currency
Currency forward contracts Various 21.0 0.5%
Other currency Various 0.2 0.0%
Total currency 21.2 0.5%
Total investments 4,086.0 101.1%
Liquidity, borrowings and other
Liquidity:
Liquidity
8
Cash at bank 222.7 5.5%
Total liquidity 222.7 5.5%
Borrowings:
Short-term bank borrowings
9
Revolving credit facilities and term loan (176.4) (4.4%)
RIT senior loan notes Fixed interest loan notes (125.8) (3.1%)
Total borrowings (302.2) (7.5%)
Other assets/(liabilities):
Margin 50.8 1.3%
Trades awaiting settlement 6.2 0.2%
Other assets/(liabilities) (23.4) (0.6%)
Total other assets/(liabilities) 33.6 0.9%
Total liquidity, borrowings and other (45.9) (1.1%)
Total net asset value 4,040.1 100.0%
8
Liquidity includes cash held within non-consolidated subsidiaries, which is excluded from cash in the Consolidated Balance Sheet.
9
The Group has revolving credit facilities (RCFs) with the Industrial and Commercial Bank of China and SMBC Bank International plc, and an RCF and three-year
term loan with BNP Paribas SA.
Investment Portfolio
Report and Accounts December 2025 RIT Capital Partners plc 45
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 75 to 77.
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, the rapid integration of AI into every day life,
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.
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc46
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 2025 RIT Capital Partners plc 47
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 to the focus on investment performance, 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.
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc48
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.
Report and Accounts December 2025 RIT Capital Partners plc 49
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
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc50
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
categorised as Scope 1 and Scope 2 emissions by the
Greenhouse Gas (GHG schemes) Protocol as well as
Scope 3 emissions resulting from staff commuting and
business travel, through participation in accredited
schemes and we are taking steps to further develop
our understanding of our indirect emissions from our
investment portfolio. We work with an external advisor
to help us disclose emissions data, where available, for
our directly held quoted equities portfolio in our annual
Task Force on Climate-related Financial Disclosures
(TCFD) report, which is published on pages 59 to 65.
JRCM is a signatory to the UN Principles for
Responsible Investment (UN PRI), and the Board
has worked with our Manager to develop JRCM’s
Responsible Investment Framework & Policy, updated
in 2026, and 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 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 the 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 JRCM management 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.
Report and Accounts December 2025 RIT Capital Partners plc 51
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 derivatives risk management,
counterparty risk management and testing selected
material controls. Further details on this and internal
controls more generally can be found in the Committee’s
Report on pages 75 to 77.
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.
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc52
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 authentication, ensuring effective firewall
policies, internet and email gateway security and
anti-virus software. This is complemented with staff
awareness programmes (including periodic mock-
phishing exercises) which monitor 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 October 2025. 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
Report and Accounts December 2025 RIT Capital Partners plc 53
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 46 to 53 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
£4.4
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 £302 million, with committed and undrawn facilities totalling £155 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 (£205 million as detailed in Note 14 on
page
112) 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 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 3.2%, 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.
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc54
STRATEGIC REPORT
Going Concern and Viability
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 2027, which is sixteen months from the date of the approval of the financial
statements, what the Group considers its readily realisable securities of £683 million, liquidity
balances totalling £221 million (Consolidated Balance Sheet page 89), as well as committed but
undrawn borrowings of £155 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 84 have been approved by the Board and signed on its behalf by:
Philippe Costeletos
Chairman
£221m
liquidity balances at
31 December 2025
3.2%
gearing at
31 December 2025
Report and Accounts December 2025 RIT Capital Partners plc 55
STRATEGIC REPORT
Sustainability
Introduction
Our commitment to sustainability and ESG continues to be a key objective of the Board, our
leadership team and all of our employees, 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 2025, the Chairman maintained 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.
In 2025, this commitment to communication and engagement included:
• further disclosures regarding Private Investments, including dedicated presentations published
on our website;
• a webinar programme specifically targeted at individuals who hold their shares through retail
platforms;
• podcasts and media interviews;
• increased number of shareholder meetings, webinars, and investor presentations;
• publication of annual and interim reports;
• ensuring our website continues to provide shareholders with 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;
• monthly Factsheet to accompany our monthly NAV RNS announcements which provides
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 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.
Employees
The Board understand the importance of a workplace that encourages engagement and open
communication among employees at all levels. They monitor and assess the Company’s purpose,
values and strategy on a quarterly and ad hoc basis with updates from our Manager on how the
Company’s values and culture are being applied.
In 2025, a process was undertaken with external consultants to refresh the core values
framework already in place at our Manager. Such framework ensures consistency across teams,
and seniorities. The process involved one-to-one interviews with employees across the firm and
results were communicated to all employees in one of the quarterly ‘Town Hall’ meetings held
during the year. Throughout the year, Town Hall meetings were also used as an opportunity to
improve awareness across the employee base, on topics such as the firm’s approach to ESG,
artificial intelligence and cyber security.
Report and Accounts December 2025 RIT Capital Partners plc56
STRATEGIC REPORT
Sustainability
More generally, regular internal communication is encouraged through team meetings, training
sessions, presentations and also social and team-building events. Training was also undertaken
by senior managers to further enhance and develop leadership styles and champion career
development of delegates.
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.
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 40 men and 26 women.
The Group is dedicated to nurturing a more diverse talent pool in the asset management sector,
and during the year, the Company became a member of the Diversity Project, an initiative
designed to foster a diverse and inclusive investment industry. The Manager 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. Employees
are also encouraged to participate in Diversity Project events and training aimed at raising
awareness around Diversity, Equity and Inclusion (DE&I).
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 as 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 enhanced maternity and paternity
leave programmes, as well as adoption and shared parental leave.
In addition, our culture promotes an environment where employees feel able to raise concerns,
including a clear and independent whistleblowing process, and a grievance procedure which is
available for employees to raise a complaint or problem relating to employment issues.
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 are committed to acting ethically and with integrity in all our business
dealings and relationships. In accordance with the Modern Slavery Act 2015, our Manager
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. 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.
Report and Accounts December 2025 RIT Capital Partners plc 57
STRATEGIC REPORT
Sustainability
Responsible investment
Our Manager has been a signatory of the UN PRI since 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. It was updated in 2026 to reflect the enhancements made to
our approach to ESG since it was first published in 2021. 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, which includes climate risk, where relevant. 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 2025, resolutions at 91 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.
Our Manager’s approach to ESG forms a key part of our initial due diligence for our private
fund investments. For some of these we also 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 2025 RIT Capital Partners plc58
STRATEGIC REPORT
Sustainability
Task Force on Climate-related Financial Disclosures (TCFD) 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 51).
This report is aligned with the recommendations of the 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 Manager prepares a quarterly report for the Board which summarises 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.
Management’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.
The Investment Committee, chaired by the CEO, convenes to evaluate and approve investment
opportunities and is the key governance function of the Manager in fulfilling its responsible
investment processes. Recommendation papers are prepared by investment teams and are
submitted to the Investment Committee for each potential investment. Each recommendation
paper includes a section on ESG, where relevant climate-related risks and opportunities are
analysed. Investment teams are also responsible for on-going monitoring of relevant climate-
related risks and opportunities.
Given the systemic nature of climate change and its far-reaching impacts on the global economy
and our diversified global investment portfolio we will continue to consider and evolve our
approach to assessing climate-related risks and opportunities.
Report and Accounts December 2025 RIT Capital Partners plc 59
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 the wide variety of instruments
that this strategy invests in.
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
(as set out below). The analysis adopts a sector-and geography-specific lens, which reflects 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), including Industrials and
Energy.
• Non-carbon intensive sectors: Industries with comparatively lower GHG emissions, such as
Consumer Discretionary, Financials and Information Technology.
• Capital intensive sectors: Industries requiring significant investment in physical assets that
form part of direct operations, such as 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 that
affect financial stability and require strategic management.
• 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 considered three time periods:
• Short-term (current day): 2026
• Medium-term (1-5 years): 2026-2030
• Long-term (5-25 years): 2030-2050
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 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 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 rapidly as required in this scenario.
STRATEGIC REPORT
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STRATEGIC REPORT
Sustainability
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, rather they indicate two possible outcomes based on the assumptions above.
The impact of climate-related risks and opportunities on the Investments
Current day
Time horizon Risk or opportunity Potential impact
2026
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 sector
and diversification of the Investments.
Physical risk
Climate change impacts are already being experienced across the world, and it is
predicted that the overall impact of extreme weather events occurring worldwide will
lead to economic losses of 1% GDP in 2026 (NGFS, 2025). While impacts will be seen
globally, asset impairment is highly variable dependent on 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.
Delayed transition
Time horizon Risk or opportunity Potential impact
2026-2030
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 5% 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.
Agricultural and power supply sectors are expected to experience the most significant
impacts, however limited exposure to these sectors in the Investments provides
resilience in the medium term (NGFS, 2025). Despite their capital light nature, sectors
such as Information Technology and Telecommunications may also be impacted
through infrastructure vulnerabilities. Similarly, the continued expansion of data
centres by Information Technology companies in the Investments introduces additional
risk of asset impairment, which will be monitored on an ongoing basis.
Overall, we anticipate physical risks within the Investments could be driven by
exposure to capital light sectors, albeit these only have indirect exposure via global,
supply chains dependent on regions like Asia, which could be vulnerable.
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. Financial impacts should therefore be acknowledged accordingly.
Report and Accounts December 2025 RIT Capital Partners plc 61
Sustainability
Time horizon Risk or opportunity Potential impact
2030-2050
Transition risk
Abrupt and uncoordinated government 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. That said, exposure to Information Technology, a sector where
the carbon and capital intensity of many companies is changing rapidly due to the
expansion of data centres, means transition risks may be heightened in the long term
under a delayed transition scenario.
Physical risk
Physical climate risks are likely to persist despite successful emissions reductions,
driven by the cumulative effects of historic emissions. 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.
Current policies
Time horizon Risk or opportunity Potential impact
2026-2030
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.
STRATEGIC REPORT
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).
Report and Accounts December 2025 RIT Capital Partners plc62
STRATEGIC REPORT
Sustainability
Risk Management
Identifying and assessing climate-related risks
All prospective investment opportunities undergo ESG due diligence in the investment appraisal
process described above, 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 ESG considerations depending on the specific context and attributes of each
opportunity.
When identifying opportunities for investments in externally managed funds, we require external
managers to provide detailed due diligence as part of the investment process, which include
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. Although we have strong, long-
standing relationships with our managers, we have identified an opportunity to continue to
pursue greater engagement and facilitate sharing of improved ESG information going forward.
There is a growing recognition of the potential for climate-related risks to influence market
dynamics, regulatory environments and long-term asset values. This understanding is gradually
shaping our approach to risk identification and mitigation, and represents a potential area to
develop.
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 is decentralised, allowing greater flexibility
in our assessment of investments and subsequent actions. Investment analysts are responsible
for monitoring material ESG topics and relevant climate risks identified in due diligence and
subsequent research. Potential issues are flagged for discussion by the relevant investment team
who meet regularly with the Investment Committee, as described above.
We conduct robust engagement across our investment portfolio, including with our external
managers. In relevant asset classes, ESG is generally a standing agenda item for manager
meetings. The outputs of ESG-related engagement across relevant asset classes are collated in
our quarterly ESG report which is received by the Board.
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 into our risk management framework.
However, we recognise that as a widely diversified owner of an international investment 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 66 employees, we recognise that the
Group’s climate impact predominantly relates to our investment portfolio. However, we know
that we also have a part to play in reducing those GHG emissions for which we are directly
responsible to support a sustainable future.
We continue to monitor our operational emissions beyond Scope 1 and 2 to include Scope 3
emissions associated with employee commuting and business travel. At our main office site, we
procure 100% of our electricity from renewable sources and we have installed low emission LED
Report and Accounts December 2025 RIT Capital Partners plc 63
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, and comply and engage with the
government Energy Saving Opportunity Scheme (ESOS).
We recognise the need to reduce our operational emissions and while we continue our long-
term emissions reduction efforts, in the short term we actively engage in accredited carbon-
offset schemes sourced through our carbon accounting consultants. In 2025, we fully offset our
Scopes 1 and 2 GHG emissions, and our Scope 3 GHG emissions resulting from staff commuting
and business travel, through accredited UK and France based carbon mineralisation and
biobased construction projects.
Scope Activity
Total emissions (tCO
2
e)
2023 2024 2025
Scope 1
Gas 27 29 24
Scope 2
Purchased electricity 67 72 56
Scope 3
Employee commuting
1
N/A 44 59
Business travel
2
N/A 119 130
Total
94 264 269
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 GHG emissions are calculated for the Group under the operational control approach and in
accordance with ISO 14064-1: 2018 standard using the 2025 GHG conversion factors developed
by UK government and EXIOBASE.
Scope 3 investment portfolio emissions
To support our annual TCFD reporting and management of climate-risks and opportunities, we
have calculated our Scope 3 investment portfolio emissions. However, due to wider industry
challenges regarding the availability of accurate emissions data, we have focused only on our
directly held quoted equities investment portfolio 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
our external managers, private investee companies and other relevant counterparties to facilitate
data collection in line with appropriate global standards.
We note that the metrics reflect the directly held listed equities investment portfolio as of
31 December 2025 at a point in time, consistent with guidance issued by the Partnership for
Carbon Accounting Financials (PCAF), endorsed by the TCFD. Therefore, the metrics do not
reflect the composition of such portion of the portfolio throughout the year. Nonetheless, the
data provides an opportunity to understand that portion of the directly held listed equities
investment portfolio portfolio’s emissions profile and help inform our wider approach to managing
climate-related risks.
Our Scope 3 portfolio emissions, for which we have relevant data, have decreased significantly
year-on-year largely due to the sale of a small number of holdings responsible for a high
percentage of 2024 portfolio emissions. Additionally, as a result of changes in our directly
held quoted equities investment portfolio, the total AUM included in the total absolute carbon
emissions metric has decreased in 2025, which also contributes to the year-on-year decrease in
absolute carbon emissions.
Intensity-related metrics (such as weighted average carbon intensity – WACI) are therefore a
more representative indicator of the emissions reductions performance of the portfolio over time,
while the absolute metric serves simply as a footprinting measure.
Sustainability
STRATEGIC REPORT
Report and Accounts December 2025 RIT Capital Partners plc64
STRATEGIC REPORT
Scope 3 portfolio metrics
1
2024 2025
2
Total absolute carbon emissions (tCO2e)
3
10,761.0 1,659.7
Weighted average carbon intensity (WACI)
(tCO2e/£m revenue)
82.8 40.5
Carbon footprint (tCO2e/£m invested)
3
21.4 4.2
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. Investment portfolio and company data is taken as of 31 December 2025 to ensure alignment across all portfolio
data considered in the TCFD report.
3 Using an equity ownership approach based on enterprise value including cash (EVIC).
Sustainability
Report and Accounts December 2025 RIT Capital Partners plc 65
Governance
66 Report and Accounts December 2025 RIT Capital Partners plc
Purposefully
designed.
Expertly
executed.
68 Directors
70 Corporate Governance Report
75 Audit and Risk Committee Report
78 Directors’ Remuneration Report
82 Directors’ Report
67 Report and Accounts December 2025 RIT Capital Partners plc Report and Accounts December 2025 RIT Capital Partners plc
GOVERNANCE
Jutta af Rosenborg joined the Board as a non-executive Director in May 2022
and became Senior Independent Director in May 2025. She is Chair of the
Audit and Risk, Conflicts and Remuneration Committees, and is a member of
the Valuation Committee.
She is a qualified accountant and holds a Master’s degree in Business
Economics and Auditing from Copenhagen Business School and was
CFO, executive vice president, of ALK Abelló A/S and Chair of Det Danske
Klasselotteri A/S.
Jutta was previously a non-executive director at Aberdeen plc. She was also
a non-executive director and chair of the audit committee for JPMorgan
European Growth & Income plc and for Nilfisk Holding A/S and NKT A/S where
she also chaired the remuneration committees. Up until June 2025 she was
also a member of the supervisory board of BBGI Global Infrastructure S.A.,
where she chaired the audit committee.
Directors
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 MD – Group Finance Director 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
judgements, 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 also joined the IPEV Board in 2025, IPEV
being the valuations standard authority for the private equity industry.
Vikas previously spent ten 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, Conflicts and Remuneration
Committees.
Helena has extensive experience in global public equities and held roles
at Swiss Bank Corporation and Kleinwort Benson Investment Management
Ltd in Hong Kong, before co-founding Rexiter Capital Management Ltd, an
investment management firm which specialised in emerging markets and
Asian investments.
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 Chairman in May 2025. He is Chair of the Nominations committee
and a member of the Conflicts, Remuneration, and Valuation Committees.
He has over 35 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 a
Senior Advisor of the Blackstone Group and Chair of International at 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 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.
RIT Non-Executive Director
Helena Coles
Joined Board: October 2024
I CA R
RIT Non-Executive Director
Vikas Karlekar
Joined Board: August 2022
I A
RIT Senior Independent
Director
Jutta af Rosenborg
Joined Board: May 2022
VI A C R
RIT Chairman
Philippe Costeletos
Joined Board: July 2017
I C N R V
Report and Accounts December 2025 RIT Capital Partners plc68
Maggie Fanari is the Chief Executive Officer of J. Rothschild Capital
Management Limited.
Maggie was previously Senior Managing Director, Global Group Head of High
Conviction Equities at Ontario Teachers’ Pension Plan which has a global
mandate to invest in public and private companies.
At Ontario Teachers’, she served as a member of many of the pension plan’s
investment committees. She was involved in the execution of investments
across a variety of asset classes (private and public), including supporting the
development and execution of the venture and growth business.
Before joining Ontario Teachers’, Maggie worked at KPMG and Scotia Capital.
Maggie is a chartered accountant and a CFA charter holder. 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 served as a non-executive director on the Board of RIT Capital
Partners plc from April 2019 to February 2024.
JRCM Chief Executive Officer
Maggie Fanari
Joined JRCM: March 2024
GOVERNANCE
Cecilia joined the board as a non-executive director in August 2022. She
is Chair of the Valuation Committee, and a member of the Nominations
Committee.
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 Director of Petershill
Partners Limited and Audit Chair of Polar Capital Global Financials Trust plc.
Her former non-executive roles include INED of Alcentra Limited, Eurobank
Cyprus Limited and Northern 2 VCT. She was also 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.
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.
Directors
RIT Non-Executive Director
Cecilia McAnulty
Joined Board: August 2022
I V
N
RIT Non-Executive Director
André Perold
Joined Board: April 2018
I A
RIT Non-Executive Director
Dame Hannah Rothschild DBE, CBE
Joined Board: August 2013
NI N
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
69 Report and Accounts December 2025 RIT Capital Partners plc
Corporate Governance Report
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 2024 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 2025.
Leadership
The Company has a non-executive Board, chaired by Philippe
Costeletos. 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 attend the 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 seven non-
executive Directors, of which six 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, Philippe Costeletos 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 and Board Committee
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
Vikas Karlekar
André Perold
Remuneration Committee
Jutta af Rosenborg (Chair)
Philippe Costeletos
Helena Coles
Conflicts Committee
Jutta af Rosenborg (Chair)
Philippe Costeletos
Helena Coles
Valuation Committee
Cecilia McAnulty (Chair)
Philippe Costeletos
Jutta af Rosenborg
Nominations Committee
Philippe Costeletos (Chair)
Cecilia McAnulty
Dame Hannah Rothschild
Corporate Governance Report
Report and Accounts December 2025 RIT Capital Partners plc70
GOVERNANCE
Corporate Governance Report
Board and Committee attendance
The Board and Committee attendance of the Directors at meetings in 2025 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 4 1 1 2 2
Chairman
Philippe Costeletos
1
6/6 1/1 1/1 1/1 2/2 2/2
Non-executive Directors
Sir James Leigh-Pemberton
2
2/2 – – 1/1 1/1 –
Helena Coles
3
6/6 4/4 1/1 – 1/1 –
Vikas Karlekar 6/6 4/4 – – – –
Cecilia McAnulty
4
6/6 – – – – 2/2
André Perold 6/6 3/4 – – – –
Jutta af Rosenborg 6/6 4/4 1/1 – 2/2 2/2
Dame Hannah Rothschild 6/6 – – 1/1 – –
1
Stepped down from the Audit and Risk Committee when appointed Chairman of the Board on 1 May 2025 (in accordance with the Codes).
2
Retired as a Director and Chairman on 1 May 2025.
3
Appointed as a member of the Conflicts Committee, and Remuneration Committee on 1 May 2025.
4
Appointed as a member of the Nominations Committee on 1 May 2025.
The Audit and Risk Committee
The Audit and Risk Committee Report is shown on pages 75 to 77.
The Committee has four members, all of whom are viewed by the
Board as having recent and relevant financial experience.
The main features of the Group’s internal controls and risk
management are described in the Audit and Risk Committee Report on
pages 75 to 77, in Risk Management on pages 46 to 53, and in Going
Concern and Viability on pages 54 and 55.
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, Jutta af
Rosenborg, and is comprised solely of independent Directors.
The Committee’s principal responsibility is 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
Philippe Costeletos. 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, inclusion and equal opportunity
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.
The Nominations Committee is responsible for implementing the
Board’s succession planning.
Report and Accounts December 2025 RIT Capital Partners plc 71
Corporate Governance Report
GOVERNANCE
Corporate Governance Report
Following Sir James Leigh-Pemberton’s decision not to stand for
re-election at the 2025 AGM, the Board, led by the Nominations
Committee, implemented its succession planning processes in
respect of the Chairman. This resulted in the appointment of
Philippe Costeletos as Chairman, which was considered to be in
the best interests of the Company given his long-term knowledge
of the business, its portfolio and his wider skills and experience.
In accordance with the Board’s succession planning (and in line with
the AIC Code), the tenure of the Chair is considered and monitored in
the context of what is in the best interests of shareholders, whilst also
considering the need for regular refreshment and diversity of the Board.
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 3 43%
Not applicable
see note
1
Women 4 57%
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) 5 71%
Not applicable
see note
1
Mixed/Multiple Ethnic
Groups – –
Asian/Asian British 2 29%
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 SID is a woman. In addition, the Company also
considers the Chairs of Board Committees to be senior board positions. The Chairs of the
Audit and Risk, Conflicts, Remuneration and Valuation Committees are all 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. Part of this monitoring includes the
tenure of each Board member. Given our Corporate Objective is
about delivering long-term capital growth, we believe that Board
composition can benefit from a balance of Directors with fresh
perspectives. The average tenure of the Independent Directors as at
end December 2025 is four and a half years. The current composition
of the Board complies with its own Diversity and Inclusion Policy,
which includes the measurable diversity and inclusion objectives of
meeting the gender and/or ethnic diversity recommendations of both
the Parker Review and FTSE Women Leaders diversity initiatives.
Furthermore,
in accordance with FCA UK Listing Rule 6.6.6R(9)(a),
as at the date of this report, 57% of our Board are women and two
Directors are from an ethnic minority background. The Chairs of the
Audit and Risk, Conflicts, Remuneration 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 78 to 81.
The Valuation Committee
The Valuation Committee comprises three 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 2025, 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 on pages 68 and 69 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 2025 RIT Capital Partners plc72
GOVERNANCE
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 2025, 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.
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 2025 annual performance evaluation was led by the Senior
Independent Director, Jutta af Rosenborg, with the assistance of
Lintstock (who carried out the triennial external Board evaluation in
2024). Lintstock has no other connection to the Company or individual
Directors. The evaluation included Directors completing a focused
questionnaire on areas including the Chairman transition in 2025,
investment strategy and performance, and relationship with the
Manager. The surveys were analysed to produce reports documenting
the findings which the Senior Independent Director presented to
the Board. The overall conclusion of the review was positive. The
performance of the Directors continues to be effective and each
remains committed to the Company. The review identified some key
priorities for 2026, including continuing to focus on addressing the
discount and, alongside the Manager, build on the progress made on
shareholder engagement.
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 re-election of all Directors standing at the
forthcoming AGM.
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 75 to 77.
Engaging with stakeholders
Details of our engagement with our shareholders and other stakeholders
are set out in the Sustainability Report on pages 56 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, 70
to
74, 82 to 84
B. Purpose, values, strategy
and culture
1 to 65
C. Board decisions and
outcomes relating to
strategy and objectives
1 to 13, 15 to 40,
56 to 58
D. Stakeholder engagement 9, 19, 56 to
58, 73
2. Division of
responsibilities
F. Leadership of the board 17, 68 to 69,
70 to 74
G. Board composition, roles and
effectiveness
68 to 74
H. Directors’ responsibilities and
time commitment
68 to 74
I. Support information and
advice available to the Board
17, 18, 70, 78
3. Composition,
succession and
evaluation
J. Board appointments,
succession planning and
diversity considerations
10, 19, 56, 57,
70 to 73
K. Board skills, knowledge and
experience
19, 68 to 74
L. Annual evaluation of the
Board
72 to 73
4. Audit, risk and internal
control
M. Independence and
effectiveness of Internal and
External Audit functions
54 to 55,
75 to 77
N. Fair, balanced and
understandable assessment
of Company’s position and
prospects
54 to 55,
75 to 77
O. Risk Management and
Internal Control Framework
16, 46 to 55,
75 to 77
5. Remuneration P. Remuneration alignment to
strategy, company purpose
and values
78 to 81
Q. Formal and transparent
remuneration policy
78 to 81
R. Authorisation of
remuneration outcomes
18, 78 to 81
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 56 to 57
GOVERNANCE
Report and Accounts December 2025 RIT Capital Partners plc 73
Corporate Governance Report
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:
Philippe Costeletos
Chairman
Report and Accounts December 2025 RIT Capital Partners plc74
GOVERNANCEGOVERNANCE
Introduction
I am pleased to present this Audit and Risk Committee Report
for the 2025 financial year. Firstly, I wish to acknowledge the
financial, compliance, and governance functions of our Manager,
and together with my colleagues on this Committee, thank them
for their professionalism, collaborative approach and commitment
to the highest standards of financial reporting and effective risk
management.
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 relationship with 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 four 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 was appointed Senior Independent Director in May 2025.
I also serve as Chair of the Conflicts and Remuneration Committees
and am a member of the Valuation Committee. 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 three members of the Committee at the year end were
Helena Coles, Vikas Karlekar and André Perold. Helena was appointed
a member of this Committee upon joining the Board in October
2024, and in 2025 was appointed to the Conflicts and Remuneration
Committees. She has held senior roles in investment management
and investment banking, as well as roles at the Prudential Regulation
Authority in banking supervision. Vikas is currently MD – Group
Finance Director of a UK listed asset manager, has held various
senior financial leadership roles, and is a member of The International
Private Equity and Venture Capital (IPEV) Board. 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 four times in 2025, and once so far in 2026. Meetings of the
Committee follow an annual plan framed by the Terms of Reference.
Financial Reporting
Annual Reports and Accounts and Half-Yearly Financial
Report
Committee meetings were held to review the Group’s 2024 Annual
Report and Accounts (ARA) and the June 2025 Half-Yearly Financial
Report. A review of the Group’s 2025 ARA was undertaken in February
2026. Our reviews included the assessment and assurance that the
reports, 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.
We also considered the year-end reports from the external auditor,
Ernst & Young LLP (EY), and discussed matters arising with the
Manager. The Committee meets with the external auditor at least
annually to review the Group’s accounting policies, reporting
procedures, and related controls. Based on these discussions and
the reports reviewed, the Committee concluded that the processes
are robust and the accounting policies appropriate, including in their
application of new standards.
Going concern and long-term viability
The Committee also 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 2024 and 2025
reports, 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.
Valuation of private investments and other assets - an area
of judgement and how we address it
Private Investments represented 31.7% of net assets at the year end
and comprised direct investments, co-investments and externally
managed funds (by General Partners (GPs)). Valuation of these assets
involves significant judgement due to the absence of observable
market prices and, where applicable, relies on valuations prepared
by GPs, who hold proprietary insights into the underlying companies,
in accordance with recognised accounting standards and subject to
reporting time lags, as is the industry norm. Our Manager undertakes a
robust review of these valuations, supported by additional information
from GPs and, where appropriate, prepares independent valuations
for direct holdings using industry-standard methodologies. Valuation
conclusions are reported semi-annually to the independent Valuation
Committee, comprising three independent Directors with relevant
experience, which retains oversight for valuation determinations,
and provides assurance to the Board that the valuation process
is robust and objective. This Committee reviews the work of the
Valuation Committee, its interaction with the Manager and the work
of the external auditor and is satisfied that the approach adopted
supports fair valuation, including but not limited to loan notes and real
estate holdings. We provide further detail on the valuation of private
investments in Note 1 on page 96 and Note 13 on pages 103 to 112.
Audit and Risk Committee Report
Report and Accounts December 2025 RIT Capital Partners plc 75
GOVERNANCE
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
time (including those arising from Board members). Disclosure of such
transactions is a requirement 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 Chair of during the year, in reviewing advisory services,
co-investment transactions and any other similar arrangements with
any related party, and have discussed with our Manager the systems
and processes in place to identify, review, record and disclose
such transactions. We note the importance that the Board and our
Manager place upon the work of the Conflicts Committee and we
have reviewed and consider the disclosures made in the financial
statements regarding such transactions appropriate.
ESG
During 2025, the Group continued integrating ESG considerations into
its strategy, operations and investment process. This ARA includes the
updated TCFD report on pages 59 to 65, which provides a framework
for reporting against climate-related financial risks.
Risk Management and Internal Controls
We met in May and November 2025 for the six-monthly review of the
effectiveness of the Group’s risk management and internal control
framework, with reference to a comprehensive report prepared
by the Manager, including from its risk, compliance and internal
audit functions. The report considers each of the principal and any
emerging risks and their mitigating actions, summarised in the Risk
Management section on pages 46 to 53. 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 an assessment of inherent and residual
risk level for each principal risk, after taking into consideration the
mitigating controls applicable to each. The report further included
a liquidity summary, primary portfolio exposures, as well as the
results of quarterly portfolio stress tests. In addition, the Committee
reviewed the log of operational risk incidents during the year and were
satisfied that mitigating actions have been taken with no significant
impact on the business. We also considered and are satisfied with the
whistleblowing procedures in place.
Changes in 2024 to the AIC Code of Corporate Governance (which
largely replicated the FRC’s 2024 Code), includes a focus on the
effectiveness of risk management and the material controls of the
business. The work undertaken by the Manager and this Committee
is outlined in the Risk, governance and internal control framework
section below.
Principal and emerging risks
The Committee has carefully considered the principal and emerging
risks facing the Group and their mitigants. As an investment company,
market risk remains the largest risk we face, with the balance between
risk and reward a key consideration of the investment approach. We
acknowledge that geopolitical risk, while not a separate principal
risk for our business, remains elevated, and can impact several other
principal risks, most notably market risk.
This Committee and the wider Board continue to focus on addressing
the discount, which has narrowed from a high of -29.7% in August
2025 to -22.3% at year-end, and this will remain a priority in 2026.
Developments around artificial intelligence (AI) are changing at pace.
These can impact other principal risks, such as cyber security risk
(through more advanced threats), market risk (the impact AI and
machine learning might have on businesses and markets) and in the
case of operational risk, the ability to use AI in the future to mitigate
risk, through process automation.
This Committee is satisfied that the potential impact of the principal
risks is appropriately considered and disclosed, as set out on
pages
46 to 53 in the Risk Management section.
Risk, governance and internal control framework
The Board retains ultimate responsibility for the Group’s internal
control and risk management and has delegated oversight to this
Committee with day-to-day implementation within an established
framework to the Manager. The system is designed to manage, rather
than eliminate, risks to achieve business objectives and therefore
provides reasonable, though not absolute, assurance against material
misstatement or loss. A standard three-lines-of-defence model
underpins the Group’s control environment, incorporating frontline
risk and control management, supervisory oversight, and assurance
delivered through the internal audit function, which reports directly to
this Committee.
The 2024 AIC Code, being the primary governance framework for RIT,
came into force for the 2025 financial year, albeit changes in relation
to controls referenced below become effective for accounting periods
beginning on or after 1 January 2026. Under this provision, the Board
must conduct an annual review of its risk management and internal
control framework, which it has delegated to this Committee, covering
all material controls. These include not only financial, operational, and
compliance controls, but explicitly also reporting controls. For the
2026 Annual Report and Accounts, to be released in early 2027, the
Board must include: a description of how the Board monitored and
reviewed the framework’s effectiveness during the period; a board-
level declaration that the material controls were effective as of the
balance sheet date; and if any material controls were not effective,
a description of those controls, and details of remedial actions taken
or proposed, including how previously reported issues have been
addressed.
Audit and Risk Committee Report
Report and Accounts December 2025 RIT Capital Partners plc76
GOVERNANCE
The Committee does not anticipate any major changes to how we
perform our key controls, as we consider there to be an effective
control environment in place. Furthermore, 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.
In the year under review, the UK introduced a new “failure to
prevent fraud” offence under the Economic Crime and Corporate
Transparency Act 2023, effective from 1 September 2025. The
legislation imposes liability on large organisations for fraud committed
for the organisation’s benefit without showing reasonable prevention
measures, aiming for a proactive fraud risk management culture.
Fraud risk management has been incorporated into the 2026 internal
audit plan to ensure our policies and processes are appropriate in this
regard.
Internal audit and compliance
As part of the ongoing review of the control environment and
in consultation with this Committee, the Manager, through its
Compliance department, undertakes an internal audit of selected
control processes that are designed to mitigate identified principal
and emerging risks. During the year, internal audits considered the
derivatives risk management policy and procedures; processes in
place to monitor liquidity balances held with counterparties and
reporting on counterparty risk management; the firm engaged an
external specialist to test and certify the Manager’s technology
security arrangements; and testing selected material controls
identified in support of the Board’s ability to make the required
disclosures as part of the 2026 ARA. The internal audits are designed
to ensure the control environment is effective, both in design and
implementation, and the Committee receives status reports where
recommendations have been made to enhance specific areas. The
Committee considers the resource, experience and attention devoted
to the internal audit function 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 our Manager no longer holds any client money,
the associated regulatory permissions were held for part of the year,
and EY were still required to undertake a limited assurance audit on
the Manager’s client asset procedures. No findings were made during
the current year audit.
Our 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
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
2025. 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
2025 totalled £5,500 for audit-related assurance work, in line with that
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.
The external auditor, EY, has completed its eighth annual audit, and
third with the current audit partner, following its appointment as a
result of a tender process in 2017. As a Public Interest Entity (PIE), we
are required to put the audit out to tender every ten years and rotate
auditors every 20 years, with the 2027 audit being the tenth for EY.
The Committee will oversee the tender process during 2026 with the
aim of making a final recommendation to the Board and ultimately put
to shareholders at the 2027 Annual General Meeting (AGM).
Finally, I would like to thank my colleagues on this Committee for their
support, and to Philippe for his wise counsel and contribution over the
years, having stepped down from this Committee during 2025, when
he was appointed Chairman of the Board.
Jutta af Rosenborg
Chair, Audit and Risk Committee
GOVERNANCE
Audit and Risk Committee Report
Report and Accounts December 2025 RIT Capital Partners plc 77
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 2025.
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.
Proposed Directors’ remuneration policy
The current Directors’ Remuneration Policy was approved by
shareholders with 99% of the vote at the 2023 AGM and in line
with the three-yearly timetable, we shall submit a new Director’s
Remuneration Policy as set out below, to a binding shareholder vote at
the forthcoming AGM.
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. The Board may in
future choose to pay a portion of the non-executive Directors’ fees as
listed in the table on page 79 in shares (purchased at market price).
Should the Board determine that it will introduce any form of share-
based payment of fees, it would disclose to shareholders the rationale
for doing so and any associated restrictions on the sale of such shares.
In line with the provisions of the AIC Code, non-executive Directors
are entitled to additional fees for extraordinary or specific projects
undertaken. Any such fees, including details of the events, duties
and responsibilities that gave rise to any additional fees would form
part of the Company’s annual remuneration disclosures. There are no
performance conditions relating to Directors’ fees and they are not
currently 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 1 May 2025, having previously
served on it since 23 October 2024. As at 31 December 2025,
the Committee included two further independent non-executive
Directors: Philippe Costeletos (who chaired the Committee until he
was appointed as Chairman of the Company) and Helena Coles, who
was appointed to the Committee on 1 May 2025. Sir James Leigh-
Pemberton stepped down from the Committee when he retired from
the Board on 1 May 2025. The Committee meets at least twice a year
on a scheduled basis and additionally as may be required. In 2025, the
Committee met on two 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 remuneration specialist,
Alvarez & Marsal. In 2025, fees of £13,942 (2024: £9,083) 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.
Other than for non-executive Directors, 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, 2025 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
Report and Accounts December 2025 RIT Capital Partners plc78
GOVERNANCE
Directors’ Remuneration Report
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, 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 clawback 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 our incentive structures typically result in
a significant proportion of their awards being in the form of shares
deferred over three years.
The malus and clawback provisions for both AIS and RSU awards
can be used in circumstances including a material misstatement
of the Group’s financial results leading to a miscalculation of an
individual’s entitlement to, or a payment of, an award, and individual
gross misconduct. There is no time limit or set period in which the
Company has the right to recover all or part of RSU awards made to
an individual under the malus and clawback provisions. In respect
of AIS awards, malus and clawback provisions apply for a period of
three years from the granting of any such awards to an individual.
Such provisions were not used in respect of either the AIS or RSU
awards during this reporting period.
At the year end employees at the Manager held interests in
approximately £20 million of RIT shares.
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, along with other factors including the
skills required and the demands on Directors’ time. The Board has
discretion to periodically review and amend fee rates. With effect from
January 2026, the Board approved the Remuneration Committee’s
recommendation to increase the annual fee base for each non-
executive Director (excluding the non-executive Chairman) from
£35,000 to £45,000.
This is the first such increase since January 2022 and follows advice
from Alvarez & Marsal on the level of fees paid to non-executive
directors of other investment trusts. The current fee rates are listed
below:
Base fee:
Non-executive Chairman
1
£150,000
Non-executive Director £45,000
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 Chair 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 2025 RIT Capital Partners plc 79
GOVERNANCE
Annual report on remuneration
The annual report on remuneration will be put to an advisory shareholder vote at the 2026 AGM. The information on pages 80 and 81 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 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
£
2023
Total
remuneration
£
2024
Total
remuneration
£
2025
Total
remuneration
£
% Change
in total
remuneration
between
2020
and 2021
1
% Change
in total
remuneration
between
2021
and 2022
1
% Change
in total
remuneration
between
2022
and 2023
1
% Change
in total
remuneration
between
2023
and 2024
1
% Change
in total
remuneration
between
2024
and 2025
1
Chairman
Philippe
Costeletos
2
69,500 74,500 79,823 80,500 126,000 2.4 7. 2 7.1 0.8 56.5
Directors
Helena Coles – – – 9,514 45,667 n/a n/a n/a n/a 380.0
Vikas Karlekar – 13,731 39,069 41,000 41,000 n/a n/a 184.5 4.9 –
Sir James
Leigh-
Pemberton
3
150,000 150,000 150,000 150,000 50,577 – – – – (66.3)
Cecilia
McAnulty – 13,731 40,973 48,500 51,167 n/a n/a 198.4 18.4 5.5
André Perold
4
36,000 52,228 44,791 57,7 73 67,779 (17.6) 45.1 (14.2) 29.0 17.3
Jutta af
Rosenborg
5
– 31,962 57,882 66,603 86,348 n/a n/a 81.1 15.1 29.6
Dame Hannah
Rothschild 30,000 35,000 35,626 39,000 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
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.
2
Philippe Costeletos was appointed Chairman on 1 May 2025, from which time he received fees as Chairman rather than non-executive Director.
3
Sir James Leigh-Pemberton retired as a Director on 1 May 2025.
4
André Perold total remuneration for the relevant periods comprises the following:
Year Director’s fee
Taxable
benefits
2025 41,000 26,779
2024 41,000 16,773
2023 41,000 3,791
2022 41,000 11,228
2021 36,000 –
5
Jutta af Rosenborg total remuneration for the relevant periods comprises the following:
Year Director’s fee
Taxable
benefits
2025 79,000 7,348
2024 58,159 8,444
2023 53,782 4,100
2022 29,044 2,918
2021 – –
Directors’ Remuneration Report
Report and Accounts December 2025 RIT Capital Partners plc80
GOVERNANCE
GOVERNANCE
Directors’ Remuneration Report
Fees
The total fees payable to Directors for the year was £473,412
(compared to £475,340 in the year ended 31 December 2024).
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 £221,667, 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 2025 in
the ordinary shares of the Company are shown below:
Ordinary shares
of £1 each Beneficial
Non-
beneficial
% of voting
rights
Philippe Costeletos 80,000 – <0.1
Helena Coles 1,002 – <0.1
Vikas Karlekar 6,124 – <0.1
Cecilia McAnulty 5,077 – <0.1
André Perold – – –
Jutta af Rosenborg 8,753 – <0.1
Dame Hannah
Rothschild
1
14,162,434 15,402,708 21.3
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 JRCM’s
Compliance Officer and/or CEO. 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
2024
Year ended
31 December
2025 Change
Total staff costs 28.7 30.5 1.8
Dividends 56.5 60.2 3.7
Share buybacks 80.4 89.0 8.6
Statement of shareholder voting
Votes in respect of the resolution to approve the Directors’
Remuneration Report at the Company’s AGM in May 2025 were cast
as follows:
Number of
shares
% of
votes cast
Votes cast in favour 68,099,280 99.5
Votes cast against 330,573 0.5
Total votes cast 68,429,853 100.0
Votes withheld 98,581 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
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 2015 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 80 and 81, audited by Ernst & Young
LLP, have been marked as such. The Directors’ Remuneration Report on
pages 78 to 81 was approved by the Board and signed on its behalf by:
Jutta af Rosenborg
Chair, Remuneration Committee
RIT Total Shareholder Return
ACWI (50% £)
RIT Total Shareholder Return
CPI plus 3.0%
RIT NAV ps Total Return
Dec
2015
Dec
2017
Dec
2019
Dec
2021
Dec
2023
Dec
2025
100
140
180
220
260
300
340
Report and Accounts December 2025 RIT Capital Partners plc 81
GOVERNANCE
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 2025, the drawn indebtedness was £302 million with
debt held at fair value, or £315 million with debt held at par value. This
represented net gearing calculated in accordance with AIC guidance
of 3.2%.
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 2025.
Business review and future developments page 8
Greenhouse gas emissions, energy consumption and
energy efficiency action pages 63 to 65
Corporate governance page 70
Directors’ remuneration page 78
Directors’ shareholdings page 81
Dividend page 9
Risk management and internal control page 46
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 2025:
Directorate changes
Sir James Leigh Pemberton retired as a Director and the Chairman in
May 2025 and was replaced by Philippe Costeletos.
Committee composition
• Philippe Costeletos was appointed as Chair of the Nominations
Committee in May 2025;
• Helena Coles was appointed as a member of the Conflicts
Committee, and Remuneration Committee in May 2025;
• Cecilia McAnulty was appointed as a member of the Nominations
Committee in May 2025; and
• Jutta af Rosenborg was appointed as Senior Independent Director,
Chair of the Conflicts Committee and Chair of the Remuneration
Committee in May 2025.
Report and Accounts December 2025 RIT Capital Partners plc82
GOVERNANCE
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. 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 0.82% of average net assets (2024: 0.84%). 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
On 21 May 2025, the Company cancelled 15.7 million ordinary shares
of £1 each which were held in treasury. At 31 December 2025, the
issued share capital therefore comprised 141,114,913 £1 ordinary
shares, of which 2,346,093 (1.7%) were held by the Company
in treasury as a result of a series of share buybacks, since the
cancellation of ordinary shares in May. 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 30 April 2026. 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 2025, 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 2025
Total number
of shares
% of voting
rights
4
Direct or
indirect
Dame Hannah
Rothschild
2
15,402,708 11.1 Indirect
The Rothschild
Foundation
2
15,390,848 11.1 Direct
Evelyn Partners Inv. Mgt.
LLP Limited 7,880,671 5.7 Indirect
Five Arrows Limited
3
6,757,835 4.9 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 81 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 27 February 2026, 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 2025 RIT Capital Partners plc 83
GOVERNANCE
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 2025 and
31 December 2024.
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 30 April 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 2025 (see pages 8 to 10, 18, 19, 40, 56
to 58).
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 2025, 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 82 to 84 was approved by the Board
and signed on its behalf by
Philippe Costeletos
Chairman
Directors’ Report
Report and Accounts December 2025 RIT Capital Partners plc84
Financial
Statements
86 Report and Accounts December 2025 RIT Capital Partners plc
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
Access.
Flexibility.
Expertise.
87 Report and Accounts December 2025 RIT Capital Partners plc
FINANCIAL STATEMENTS
Consolidated Income Statement and Consolidated
Statement of Comprehensive Income
Consolidated income statement
Year ended 31 December
2025 | 2024 | ||||||
£ 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
2025 | 2024 | ||||||
£ 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 2025 RIT Capital Partners plc88
FINANCIAL STATEMENTS
Consolidated Balance Sheet
| At 31 December | |||
£ million | Notes | 2025 | 2024 |
| 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 2025 RIT Capital Partners plc 89
FINANCIAL STATEMENTS
Parent Company Balance Sheet
At 31 December
£ million Notes 2025 2024
Non-current assets
Investments held at fair value 13 3,968.5 3,651.3
Investment property 13, 15 32.7 32.7
Property, plant and equipment 10 22.2 21.6
Investments in subsidiary undertakings 30 53.1 147.1
Derivative financial instruments 13 0.3 53.7
4,076.8 3,906.4
Current assets
Derivative financial instruments 13 35.8 38.5
Other receivables 16 60.2 122.4
Cash at bank 214.9 183.9
310.9 344.8
Total assets 4,387.7 4,251.2
Current liabilities
Borrowings 18 (127.4) (160.2)
Derivative financial instruments 13 (2.0) (69.8)
Other payables 19 (11.8) (67.6)
Amounts owed to group undertakings 17 (164.6) (147.7)
(305.8) (445.3)
Net current assets/(liabilities) 5.1 (100.5)
Total assets less current liabilities 4,081.9 3,805.9
Non-current liabilities
Borrowings 18 (174.8) (173.7)
Derivative financial instruments 13 (0.4) (17.5)
Provisions 20 (3.0) (3.0)
Lease liability (2.2) (2.1)
(180.4) (196.3)
Net assets 3,901.5 3,609.6
Equity
Share capital 21 141.1 156.8
Share premium 22 45.7 45.7
Capital redemption reserve 23 52.0 36.3
Capital reserve:
At 1 January 3,617.6 3,435.8
Profit for the year 453.9 318.7
Treasury shares purchased 21 (89.0) (80.4)
Dividends paid 31 (60.2) (56.5)
Capital reserve at 31 December 26 3,922.3
3,617.6
Revenue reserve:
At 1 January (257.4) (226.2)
Loss for the year (13.3) (31.2)
Revenue reserve at 31 December 27 (270.7) (257.4)
Revaluation reserve 28 11.1 10.6
Total equity 3,901.5 3,609.6
The Company’s total comprehensive income for the year was £441.1 million (2024: £287.8 million).
The financial statements on pages 88 to 93 were approved by the Board and authorised for issue on 2 March 2026.
Philippe Costeletos
Chairman
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2025 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 2024 | ( | ( | ||||||
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 2024 | ( | ( | ||||||
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 | ( | ( | ||||||
Cancellation of treasury shares 1 | ( | |||||||
Movement in own shares reserve | ||||||||
| Movement in share-based payments | ( | ( | ||||||
Balance at | ( | ( |
1
On 21 May 2025, the Company cancelled 15.7 million ordinary shares of £1 each which were held in treasury.
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2025 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 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
Balance at 1 January 2025
156.8 45.7 36.3 3,617.6 (257.4) 10.6 3,609.6
Profit/(loss) for the year – – – 453.9 (13.3) – 4 4 0.6
Revaluation gain/(loss) on property, plant and equipment
– – – – – 0.5 0.5
Total comprehensive income/(expense) for the year
– – – 453.9 (13.3) 0.5 441.1
Dividends paid – – – (60.2) – – (60.2)
Purchase of treasury shares
– – – (89.0) – – (89.0)
Cancellation of treasury shares
1
(15.7) – 15.7 – – – –
Balance at 31 December 2025 141.1 45.7 52.0
3,922.3 (270.7) 11.1 3,901.5
1
On 21 May 2025, the Company cancelled 15.7 million ordinary shares of £1 each which were held in treasury.
The Notes on pages 94 to 119 form part of these financial statements.
Report and Accounts December 2025 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 | 2025 | 2024 | 2025 | 2024 |
| Cash flows from operating activities: | |||||
Cash inflow/(outflow) before taxation and interest | 32 | 145.4 | 85.7 | ||
Interest paid | ( | ( | (33.6) | (33.4) | |
Net cash inflow/(outflow) from operating activities | 111.8 | 52.3 | |||
| Cash flows from investing activities: | |||||
Sale/(purchase) of property, plant and equipment | ( | ( | (0.4) | (0.1) | |
Investments in subsidiary undertakings | (0.7) | (8.7) | |||
Divestments from subsidiary undertakings | 88.7 | 34.6 | |||
Net cash inflow/(outflow) from investing activities | ( | ( | 8 7.6 | 25.8 | |
| Cash flows from financing activities: | |||||
Repayment of borrowings | ( | ( | (384.1) | (288.8) | |
Drawing of borrowings | 362.0 | 339.7 | |||
Purchase of ordinary shares by EBT 1 | 24 | ( | ( | – | – |
Purchase of ordinary shares into treasury | 21 | ( | ( | (89.0) | (80.4) |
Dividends paid | 31 | ( | ( | (60.2) | (56.5) |
Net cash inflow/(outflow) from financing activities | ( | ( | (171.3) | (86.0) | |
Increase/(decrease) in cash in the year | ( | 28.1 | (7.9) | ||
Cash at the start of the year | 183.9 | 196.7 | |||
Effect of foreign exchange rate changes on cash | ( | 2.9 | (4.9) | ||
Cash at the year end | 214.9 | 183.9 |
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 2025 RIT Capital Partners plc 93
FINANCIAL STATEMENTS
Notes to the Financial Statements
Report and Accounts December 2025 RIT Capital Partners plc94
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
Notes to the Financial Statements
1. Accounting Policies (continued)
Report and Accounts December 2025 RIT Capital Partners plc 95
FINANCIAL STATEMENTS
Notes to the Financial Statements
1. Accounting Policies (continued)
Report and Accounts December 2025 RIT Capital Partners plc96
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
Notes to the Financial Statements
1. Accounting Policies (continued)
Report and Accounts December 2025 RIT Capital Partners plc 97
FINANCIAL STATEMENTS
Notes to the Financial Statements
1. Accounting Policies (continued)
£ million | 2025 | 2024 |
| Income from listed investments: | ||
Dividends | 16.2 | 15.6 |
Interest | 3.8 | 2.4 |
| Income from unlisted investments: | ||
Interest | 4.9 | – |
Interest income on cash and margin balances | 10.9 | 9.6 |
Income from investment properties | 1.4 | 1.5 |
Total investment income | 37.2 | 29.1 |
3. Gains/(losses) on fair value investments
£ million | 2025 | 2024 |
| Gains/(losses) on fair value investments | ||
excluding segregated accounts | 479.3 | 304.8 |
Gains/(losses) on segregated accounts | 25.8 | 47.5 |
Segregated account fees - annual | (1.8) | (2.0) |
Segregated account fees - performance | (4.7) | (4.4) |
| Net gains/(losses) on fair value | ||
| investments held in segregated | ||
accounts | 19.3 | 41.1 |
| Gains/(losses) on fair value | ||
investments | 498.6 | 345.9 |
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 2025, three funds (31 December 2024:
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 alongside below. Further details on the typical fee structures
for the external funds are set out in the Directors’ Report on page 83.
£ million | 2025 | 2024 |
| Staff costs: | ||
Wages and salaries | 18.0 | 18.9 |
| Share-based payment costs | ||
(Note 25) | 8.0 | 5.9 |
Social security costs | 3.8 | 3.2 |
Pension costs (Note 11) | 0.7 | 0.7 |
Total staff costs | 30.5 | 28.7 |
Auditor’s remuneration (Note 5) | 0.4 | 0.4 |
Depreciation | 0.3 | 0.3 |
Lease payments | 0.5 | 0.5 |
Other operating expenses | 9.3 | 8.6 |
Total operating expenses | 41.0 | 38.5 |
£ thousand | 2025 | 2024 |
| Fees payable to the Company’s auditor | ||
and its associates for the audit of the Parent Company and consolidated | ||
financial statements | 275 | 266 |
| Fees payable to the Company’s auditor | ||
| and its associates for other services: | ||
Audit of the Company’s subsidiaries | 108 | 105 |
Audit-related assurance services | 6 | 3 |
Total | 389 | 374 |
Report and Accounts December 2025 RIT Capital Partners plc98
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
5. Other disclosable expenses (continued)
£ million | 2025 | 2024 |
Purchases | 1.7 | 2.1 |
Sales | 1.4 | 1.1 |
Transaction costs | 3.1 | 3.2 |
| 2025 | 2024 | ||||
| AUM | 2025 | AUM | 2024 | ||
Segment | Business | £ million 1 | Employees 1 | £ million 2 | Employees 2 |
RIT | Investment | – | – | – | – |
| trust | |||||
JRCM | Investment | 4,040 | 51 | 3,731 | 48 |
| management/ | |||||
| administration | |||||
SHL | Events/ | – | 15 | – | 13 |
| premises | |||||
| management |
| Net | Income/ | Operating | ||
| £ million | assets 4 | gains 1 | expenses 1 | Profit 2 |
RIT | 3,901.5 | 530.2 | (56.3) | 473.9 |
JRCM | 144.9 | 53.1 | (34.4) | 18.7 |
SHL | 1.7 | 4.3 | (4.1) | 0.2 |
Adjustments 3 | (8.0) | (53.8) | 53.8 | – |
Total | 4,040.1 | 533.8 | (41.0) | 492.8 |
| Net | Income/ | Operating | ||
| £ million | assets 4 | 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 |
£ million | 2025 | 2024 |
Interest on borrowings | 19.0 | 16.9 |
Interest on swaps | 14.2 | 16.4 |
Other finance costs | 0.3 | 0.1 |
Finance costs | 33.5 | 33.4 |
| Year ended 31 December 2025 | |||
| £ 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 |
UK corporation tax charge/(credit) | – | – | – |
Current tax charge/(credit) | – | – | – |
Deferred tax charge/(credit) | – | – | – |
Taxation charge/(credit) | – | – | – |
| Year ended 31 December 2025 | |||
| £ million | Revenue | Capital | Total |
Profit/(loss) before taxation | 2.1 | 457.2 | 459.3 |
| Tax at the standard UK corporation | |||
tax rate of 25.0% | 0.5 | 114.3 | 114.8 |
| Effect of: | |||
Capital items exempt from corporation tax | – | (123.3) | (123.3) |
Dividend income not taxable | (3.1) | – | (3.1) |
| Expenses not deductible for tax | |||
purposes | 0.1 | – | 0.1 |
Tax losses not recognised | 2.5 | 10.9 | 13.4 |
Other items | 0.0 | (1.9) | (1.9) |
Total taxation charge/(credit) | – | – | – |
Report and Accounts December 2025 RIT Capital Partners plc 99
FINANCIAL STATEMENTS
Notes to the Financial Statements
8. Taxation (continued)
| 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) | – | – | – |
9. Earnings per ordinary share – basic and diluted
The basic earnings per ordinary share for 2025 is based on the profit
of £459.3 million (2024: £305.0 million) and the weighted average
number of ordinary shares in issue during the period of 139.9 million
(2024: 144.4 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 | 2025 | 2024 |
Net revenue profit/(loss) | 2.1 | (9.2) |
Net capital profit/(loss) | 457.2 | 314.2 |
Total profit/(loss) for the year | 459.3 | 305.0 |
Weighted average (million) | 2025 | 2024 |
Number of shares in issue 1 | 147.2 | 156.8 |
Shares held in EBT | (1.1) | (1.2) |
Shares held in treasury 1 | (6.2) | (11.2) |
Basic shares | 139.9 | 144.4 |
1
On 21 May 2025, the Company cancelled 15.7 million ordinary shares of £1 each which were
held in treasury.
pence | 2025 | 2024 |
| Revenue earnings/(loss) | ||
per ordinary share – basic | 1.5 | (6.4) |
| Capital earnings/(loss) | ||
per ordinary share – basic | 326.7 | 217.6 |
Total earnings per share – basic | 328.2 | 211.2 |
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) | 2025 | 2024 |
Basic shares | 139.9 | 144.4 |
Effect of share-based payment awards | 0.5 | 0.7 |
Diluted shares | 140.4 | 145.1 |
pence | 2025 | 2024 |
| Revenue earnings/(loss) | ||
per ordinary share – diluted | 1.5 | (6.3) |
| Capital earnings/(loss) | ||
per ordinary share – diluted | 325.5 | 216.5 |
| Total earnings per ordinary share – | ||
diluted | 327.0 | 210.2 |
| Accumulated | Net book/ | |||
Group £ million | Cost | depreciation | Revaluation | fair value |
| At 1 January | ||||
2025 | 17.9 | (6.8) | 10.6 | 21.7 |
Additions | 0.4 | – | – | 0.4 |
Charge for depreciation | – | (0.3) | – | (0.3) |
| Revaluation gain/ | ||||
(loss) | – | – | 0.5 | 0.5 |
Disposals | (1.3) | 1.3 | – | – |
Fair value at 31 December | ||||
2025 | 1 7.0 | (5.8) | 11.1 | 22.3 |
| Of which: | ||||
| Property – | ||||
leasehold | 14.1 | (5.5) | 11.1 | 19.7 |
| 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 |
Report and Accounts December 2025 RIT Capital Partners plc100
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
10. Property, plant and equipment (continued)
| Company | Accumulated | Net book/ | ||
£ million | Cost | depreciation | Revaluation | fair value |
| At 1 January | ||||
2025 | 16.2 | (5.2) | 10.6 | 21.6 |
Additions | 0.4 | – | – | 0.4 |
Charge for depreciation | – | (0.3) | – | (0.3) |
| Revaluation gain/ | ||||
(loss) | – | – | 0.5 | 0.5 |
Fair value at 31 December | ||||
2025 | 16.6 | (5.5) | 11.1 | 22.2 |
| Of which: | ||||
| Property – | ||||
leasehold | 14.1 | (5.5) | 11.1 | 19.7 |
| 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 |
£ million | 2025 | 2024 |
Net interest on defined benefit asset | (0.0) | (0.0) |
Administration costs and taxes | 0.1 | 0.2 |
Remeasurement effects recognised in the SOCI | 0.1 | (0.3) |
Total cost/(credit) | 0.2 | (0.1) |
£ million | 2025 | 2024 |
Defined contribution schemes | 0.6 | 0.5 |
| Defined benefit scheme: | ||
Net interest on defined benefit asset | 0.0 | 0.0 |
Administration costs and taxes | 0.1 | 0.2 |
Total pension cost recognised in the consolidated income statement | 0.7 | 0.7 |
£ million | 2025 | 2024 |
| Defined benefit scheme: | ||
Actuarial loss due to liability experience | (0.1) | 0.2 |
| Actuarial (gain)/loss due to liability | ||
assumption changes | 0.0 | (1.7) |
Actuarial (gain)/loss due to demographic assumption changes in defined benefit obligation (DBO) | – | 0.1 |
Return on Scheme assets greater than discount rate | 0.2 | 1.1 |
Remeasurement effects recognised in the SOCI | 0.1 | (0.3) |
Total (credit)/expense | 0.8 | 0.4 |
Report and Accounts December 2025 RIT Capital Partners plc 101
FINANCIAL STATEMENTS
Notes to the Financial Statements
11. Pension commitments (continued)
£ million | 2025 | 2024 |
DBO at end of prior year | 15.8 | 17.3 |
Interest cost on the DBO | 0.1 | 0.8 |
| Actuarial (gain)/loss - demographic | ||
experience | (0.1) | 0.2 |
| Actuarial (gain)/loss - demographic | ||
assumptions | 0.0 | 0.1 |
Actuarial gain - financial assumptions | 0.1 | (1.7) |
Benefits paid from scheme assets | (0.1) | (0.9) |
Settlements | (15.8) | – |
Total DBO | – | 15.8 |
£ million | 2025 | 2024 |
| Opening fair value of the Scheme | ||
assets | 16.0 | 17.4 |
Interest income on Scheme assets | 0.1 | 0.8 |
Return on Scheme assets greater than discount rate | (0.2) | (1.1) |
Benefits paid | (0.1) | (0.9) |
Administration costs and taxes | 0.0 | (0.2) |
Settlements | (15.8) | – |
Total Scheme assets | – | 16.0 |
£ million | 2025 | 2024 |
| Net defined benefit asset at end of | ||
prior year | 0.2 | 0.1 |
Net cost recognised in profit and loss | (0.1) | (0.2) |
Remeasurement effects recognised in the SOCI | (0.1) | 0.3 |
Net defined benefit asset | – | 0.2 |
2025 | 2024 | |
Discount rate | n/a | 5.55% |
Price inflation (RPI) | n/a | 3.40% |
Rate of salary increase | n/a | n/a |
| Pension increases for pre 6 April 1997 | ||
pension | n/a | 4.00% |
| Pension increases for post 6 April 1997 | ||
pension | n/a | 4.25% |
| Pension increases for deferred benefits | ||
(non Guaranteed Minimum Pension) | n/a | 3.40% |
| Scheme participant census date | 31 December | |
| n/a | 2023 | |
| Post retirement mortality | ||
assumption-source | n/a | SAPS 1 |
£ million | 2025 | 2024 |
DBO | – | 15.8 |
| 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 |
Report and Accounts December 2025 RIT Capital Partners plc102
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
11. Pension commitments (continued)
£ million | 2025 | 2024 |
Deferred participants | – | 1.7 |
Pensioners | – | 14.1 |
DBO | – | 15.8 |
| 31 December | 31 December | |
| Scheme asset breakdown | 2025 | 2024 |
Bulk insurance policy | n/a | 99% |
Cash and liquidity/other | n/a | 1% |
Total | n/a | 100% |
£ million | 2025 | 2024 |
Balance at start of year | (0.1) | (0.0) |
| (Debit)/credit to consolidated income | ||
statement | – | – |
(Debit)/credit to SOCI | 0.1 | (0.1) |
Balance at end of year | – | (0.1) |
£ million | 2025 | 2024 |
Retirement benefit asset | – | (0.1) |
Balance at end of year | – | (0.1) |
Report and Accounts December 2025 RIT Capital Partners plc 103
FINANCIAL STATEMENTS
Notes to the Financial Statements
13. Financial instruments (continued)
| 31 December | 31 December | |
| £ million | 2025 | 2024 |
Exposure to quoted equity price risk 1 | 2,041.9 | 1,900.5 |
Exposure to other price risk | 2,139.5 | 2,018.6 |
Total exposure to price risk | 4,181.4 | 3,919.1 |
| 2025 | 2024 | |
| Impact on | Impact on | |
| profit and net | profit and net | |
| £ million | assets | assets |
Quoted equity | 233.9 | 268.6 |
Other | 236.5 | 207.4 |
Total | 470.4 | 476.0 |
| 31 December 2025 | |||
| £ million | Floating rate | Fixed rate | Total |
| Portfolio investments – | |||
debt securities 1 | 6.9 | 240.9 | 24 7.8 |
Cash | 220.6 | – | 220.6 |
Borrowings | (176.4) | (125.8) | (302.2) |
Total | 51.1 | 115.1 | 166.2 |
Report and Accounts December 2025 RIT Capital Partners plc104
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
13. Financial instruments (continued)
| 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) |
| 2025 | 2024 | |
| Impact on | Impact on | |
| profit and net | profit and net | |
| £ million | assets | assets |
Total | (1.2) | (1.7) |
| 2025 | 2024 | |
| Net exposure | Net exposure | |
| % NAV | % of NAV | % of NAV |
US dollar | 23.6 | 32.1 |
Japanese yen | 3.4 | 4.3 |
Euro | 3.0 | 1.7 |
Other non-sterling | 2.7 | 4.4 |
Total 1 | 32.7 | 42.5 |
Report and Accounts December 2025 RIT Capital Partners plc 105
FINANCIAL STATEMENTS
Notes to the Financial Statements
13. Financial instruments (continued)
| 2025 | 2024 | |
| Impact on | Impact on | |
| profit and net | profit and net | |
| £ million | assets | assets |
US dollar | (95.5) | (67.3) |
Japanese yen | (13.8) | (15.9) |
Euro | (12.3) | (6.5) |
Other non-sterling | (11.0) | (16.4) |
Total | (132.6) | (106.1) |
£ million | 2025 | 2024 |
Portfolio investments – debt securities 1 | 247.8 | 128.1 |
Derivative financial instruments 2 | 36.1 | 92.2 |
Cash margin | 50.8 | 117.3 |
Other receivables | 10.4 | 5.8 |
Cash at bank | 220.6 | 189.4 |
Total | 565.7 | 532.8 |
Report and Accounts December 2025 RIT Capital Partners plc106
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
13. Financial instruments (continued)
| 31 December 2025 | ||||
| 3 months | 3-12 | |||
| £ million | or less | months | >1 year | Total |
| Current liabilities: | ||||
Borrowings | – | 127.4 | – | 127.4 |
| Derivative financial | ||||
instruments | 1.8 | 0.2 | – | 2.0 |
Amounts owed to group undertakings | 13.9 | – | – | 13.9 |
| Non-current liabilities: | ||||
| Derivative financial | ||||
instruments | – | – | 0.4 | 0.4 |
Borrowings | 1.4 | 6.3 | 216.6 | 224.3 |
Lease liability | 0.1 | 0.1 | 6.9 | 7.1 |
Financial liabilities | 17.2 | 134.0 | 223.9 | 375.1 |
| Other non-financial | ||||
liabilities | 24.4 | – | 3.1 | 27.5 |
Total | 41.6 | 134.0 | 227.0 | 402.6 |
| 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 | 17.5 |
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 |
£ million | 2025 | 2024 |
Cash margin | 50.8 | 117.3 |
| Group and Company | ||||
| Assets | Liabilities | |||
| As at 31 December 2025 | Notional 1 | (positive | (negative | Total fair |
| £ million | amount | fair value) | fair value) | value |
Commodity derivatives | 163.0 | 7.0 | – | 7.0 |
| Currency derivatives | 1,988.7 | 23.0 | (1.7) | 21.3 |
Equity derivatives | 247.4 | 6.1 | (0.7) | 5.4 |
Total | 2,399.1 | 36.1 | (2.4) | 33.7 |
Report and Accounts December 2025 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 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 | 2,100.5 | 92.2 | (87.3) | 4.9 |
Report and Accounts December 2025 RIT Capital Partners plc108
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
13. Financial instruments (continued)
| As at 31 December 2025 | ||||
£ million | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at fair value through profit or loss (FVPL): | ||||
Portfolio investments | 995.0 | 961.8 | 2,011.7 | 3,968.5 |
| Non-consolidated | ||||
| subsidiaries | – | – | 46.8 | 46.8 |
Investments held at fair value | 995.0 | 961.8 | 2,058.5 | 4,015.3 |
| Derivative financial | ||||
| instruments | 8.8 | 27.3 | – | 36.1 |
Total financial assets at FVPL | 1,003.8 | 989.1 | 2,058.5 | 4,051.4 |
| Non-financial assets measured at fair value: | ||||
Investment property | – | – | 32.7 | 32.7 |
Property, plant and equipment | – | – | 22.3 | 22.3 |
| Total non-financial assets | ||||
measured at fair value | – | – | 55.0 | 55.0 |
| Financial liabilities at FVPL: | ||||
Borrowings | – | – | (302.2) | (302.2) |
| Derivative financial | ||||
| instruments | – | (2.4) | – | (2.4) |
| Total financial liabilities | ||||
at FVPL | – | (2.4) | (302.2) | (304.6) |
| Total net assets | ||||
measured at fair value 1,003.8 | 986.7 | 1,811.3 | 3,801.8 | |
Cash at bank | 220.6 | |||
Other current assets | 61.2 | |||
Other current liabilities | (38.3) | |||
| Other non-current liabilities | (5.2) | |||
Net assets | 4,040.1 |
Report and Accounts December 2025 RIT Capital Partners plc 109
FINANCIAL STATEMENTS
Notes to the Financial Statements
13. Financial instruments (continued)
| Investments | |||
| Year ended 31 December 2025 | held at fair | ||
| £ million | value | Properties | Total |
Opening balance | 1,806.4 | 54.4 | 1,860.8 |
Purchases | 613.3 | 0.4 | 613.7 |
Sales | (393.0) | – | (393.0) |
| Gains/(losses) through profit | |||
or loss 1 | 174.9 | (0.4) | 174.5 |
Unrealised gains/(losses) through other comprehensive income | – | 0.5 | 0.5 |
Transfer out of level 3 | (137.5) | – | (137.5) |
| Other | (5.6) | 0.1 | (5.5) |
Closing balance | 2,058.5 | 55.0 | 2,113.5 |
| 31 December | 31 December | |
| £ million | 2025 | 2024 |
Third-party valuation 1 | 200.6 | 213.8 |
Recent transaction 2 | 146.0 | 39.6 |
Earnings multiple 1 | 18.9 | 21.5 |
Blend of methods 2 | 13.0 | 15.3 |
Discount to recent transaction | 6.7 | 8.1 |
Discount to earnings multiple | 3.9 | 50.2 |
Other industry metrics | 3.1 | 14.1 |
Discount to agreed sale | – | 12.0 |
Total | 392.2 | 374.6 |
| Valuation | |
method/approach | Sensitivity analysis |
| Third-party | A 5% change in the value of these assets would |
| valuation | result in a £10.0 million or 0.2% (December |
| 2024: £10.7 million, 0.3%) change in net assets. | |
Recent transaction | A 5% change in the value of these assets would |
| result in a £7.3 million or 0.2% (December | |
| 2024: £2.0 million, 0.1%) change in net assets. | |
Earnings multiple | Assets in this category are valued using |
| earnings multiples in the range of 0.5x - 9.3x. | |
| 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 0.01% (December 2024: £0.6 million, 0.02%). | |
Blend of methods | A 5% change in the value of these assets would |
| result in a £0.7 million or <0.01% (December | |
| 2024: £0.8 million, 0.02%) 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 25% and 30% 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 £0.3 million or 0.01% | |
| (December 2024: £0.4 million, 0.01%). |
Report and Accounts December 2025 RIT Capital Partners plc110
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
13. Financial instruments (continued)
| Valuation | |
method/approach | Sensitivity analysis |
| Discount to earnings | Assets in this category are valued using |
| multiple | discounts applied to earnings multiples. The |
| discounts range between 50% and 75% and | |
| the resulting multiples used range between | |
| 0.4x - 3.8x. If the net impact of these variables | |
| caused an increase or decrease of 5% then | |
| the net assets would increase/decrease by | |
| £0.2 million or <0.01% (December 2024: | |
| £2.5 million, 0.07%). | |
| Other industry | A 5% change in the value of these assets would |
| metrics | result in a £0.2 million or <0.01% (December |
| 2024: £0.7 million, 0.02%) change in net assets. |
| 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 |
Report and Accounts December 2025 RIT Capital Partners plc 111
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 |
£ million | 2025 | 2024 |
Equity share capital | 141.1 | 156.8 |
Retained earnings and other reserves | 3,899.0 | 3,574.4 |
Net asset value | 4,040.1 | 3,731.2 |
Borrowings | 302.2 | 333.9 |
Total capital | 4,342.3 | 4,065.1 |
31 December 2025 | 31 December 2024 | |||
| £ million | Group | Company | Group | Company |
Commitments | 204.9 | 204.9 | 215.2 | 215.2 |
15. Investment property
The Group and Company’s investment property as at 31 December
2025 was £32.7 million (2024: £32.7 million).
£ million | 2025 | 2024 |
| Rental income from investment | ||
properties | 1.4 | 1.5 |
| Direct operating expenses arising | ||
from investment properties that generated rental income during the year | (1.6) | (1.7) |
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 | 2025 | 2024 |
Within one year | 0.2 | 0.2 |
Under non-cancellable leases the Group and Company will receive the
following:
£ million | 2025 | 2024 |
Within one year | 0.8 | 0.6 |
Between one and two years | 0.5 | 0.5 |
Between two and three years | 0.2 | 0.3 |
Between three and four years | 0.2 | – |
Between four and five years | 0.1 | – |
All investment properties held by the Group during the year generated
rental income.
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
Report and Accounts December 2025 RIT Capital Partners plc112
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
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 2025.
31 December 2025 | 31 December 2024 | |||
| £ million | Group | Company | Group | Company |
Cash margin | 50.8 | 50.8 | 117.3 | 117.3 |
Amounts receivable | 0.9 | 0.9 | 1.5 | 1.3 |
Prepayments and accrued income | 1.5 | 0.5 | 1.2 | 0.7 |
| Sales for future | ||||
settlement | 8.0 | 8.0 | 3.1 | 3.1 |
Total | 61.2 | 60.2 | 123.1 | 122.4 |
| Amounts owed by/(to) | ||
| Group undertakings | ||
| £ million | 2025 | 2024 |
Spencer House Limited | (0.0) | – |
RIT US Holdings LLP | 0.0 | – |
RIT Investments US, Inc | (1.3) | (1.3) |
RIT Investments GP Limited | (0.1) | (0.1) |
J. Rothschild Capital Management US, Inc | (12.5) | (14.9) |
Total | (13.9) | (16.3) |
| £ million |
£ million | 2025 | 2024 |
Short-term employee benefits | 5.7 | 8.9 |
Share-based payment | 5.7 | 4.4 |
Social security costs | 1.8 | 1.9 |
Total | 13.2 | 15.2 |
15. Investment property (continued)
Report and Accounts December 2025 RIT Capital Partners plc 113
FINANCIAL STATEMENTS
Notes to the Financial Statements
| Group and Company | ||
| £ million | 2025 | 2024 |
| Unsecured loans payable within one | ||
| year: | ||
Revolving credit facilities | 127.4 | 147.3 |
Fixed rate loan notes | – | 12.9 |
Unsecured loans payable in more than one year: | ||
Floating rate term loan | 49.0 | 52.8 |
Fixed rate loan notes | 125.8 | 120.9 |
Total borrowings | 302.2 | 333.9 |
31 December 2025 | 31 December 2024 | |||
| £ million | Group | Company | Group | Company |
Accruals | 20.2 | 7.7 | 16.3 | 6.7 |
Other creditors | 0.1 | – | 18.0 | 17.7 |
| Purchases for future | ||||
settlement | 4.1 | 4.1 | 43.2 | 43.2 |
Total | 24.4 | 11.8 | 77.5 | 67.6 |
20. Provisions
31 December 2025 | 31 December 2024 | |||
| £ million | Group | Company | Group | Company |
Opening balance | 3.0 | 3.0 | 3.0 | 3.0 |
Additional provision | 0.7 | 0.7 | 0.2 | 0.2 |
Amounts utilised | (0.5) | (0.5) | (0.3) | (0.3) |
| Foreign exchange | ||||
movements | (0.2) | (0.2) | 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 2025 there are no provisions in respect of
investments which are expected to settle within the next 12 months
(as at 31 December 2024: £nil). It is anticipated that provisions
noted above will be settled more than 12 months after the balance
sheet date.
| 2025 | 2024 | ||
| 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 |
| Cancellation of treasury | |||
shares | (15,733,152) | (15.7) | – |
At 31 December | 141,114,913 | 141.1 | 156.8 |
Report and Accounts December 2025 RIT Capital Partners plc114
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL STATEMENTS
21. Share capital (continued)
£ million | 2025 | 2024 |
At 1 January | 45.7 | 45.7 |
At 31 December | 45.7 | 45.7 |
£ million | 2025 | 2024 |
At 1 January | 36.3 | 36.3 |
Cancellation of treasury shares 1 | 15.7 | – |
At 31 December | 52.0 | 36.3 |
£ million | 2025 | 2024 |
Opening cost | (25.3) | (36.7) |
Own shares acquired | (6.9) | (13.7) |
Own shares transferred | 12.1 | 25.1 |
Closing cost | (20.1) | (25.3) |
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, adjusted for subsequent
leavers/lapses. 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 2025, the expense recognised in the
income statement (excluding national insurance) for share-based
awards was £8.0 million (2024: £5.9 million) of which £3.9
million
relates to RSUs and £4.1 million to deferred shares.
The movement in share-based awards is as follows:
Number (thousand) | 2025 | 2024 |
| Outstanding at the start of the year: | ||
SARs | 87 | 109 |
RSUs | 905 | 1,200 |
Deferred shares | 307 | 627 |
Total | 1,299 | 1,936 |
| Granted during the year: | ||
RSUs | 294 | 481 |
Deferred shares | 206 | 102 |
Total | 500 | 583 |
| Exercised/vested during the year: | ||
SARs | – | – |
RSUs | (317) | (707) |
Deferred shares | (308) | (387) |
Total | (625) | (1,094) |
| Lapsed/forfeited during the year: | ||
SARs | – | (22) |
RSUs | (198) | (69) |
Deferred shares | (13) | (35) |
Total | (211) | (126) |
| Outstanding at the end of the year: | ||
SARs | 87 | 87 |
RSUs | 684 | 905 |
Deferred shares | 192 | 307 |
Total | 963 | 1,299 |
SARs exercisable at year end | 87 | 87 |
Intrinsic value of SARs exercisable at year end (£ million) | 0.2 | 0.0 |
For share-based awards granted during the year, the weighted average
fair value of each award was 1,896 pence (2024: 1,630 pence).
Share-based awards with service conditions attached (deferred
shares and RSUs) were valued using the prevailing market price at
award.
Report and Accounts December 2025 RIT Capital Partners plc 115
FINANCIAL STATEMENTS
Notes to the Financial Statements
31 December 2025 | 31 December 2024 | |||
| £ million | Group | Company | Group | Company |
Balance at start of year | 3,548.3 | 3,617.6 | 3,393.1 | 3,435.8 |
Gains/(loss) for the year | 496.3 | 495.7 | 347.5 | 348.1 |
Dividend paid | (60.2) | (60.2) | (56.5) | (56.5) |
Other capital items | (135.0) | (130.8) | (135.8) | (109.8) |
Total capital return | 301.1 | 304.7 | 155.2 | 181.8 |
Balance at end of year | 3,849.4 | 3,922.3 | 3,548.3 | 3,617.6 |
£ million | 2025 | 2024 |
| Capital reserve: | ||
in respect of investments realised | 2,796.6 | 2,670.2 |
in respect of investments held | 1,125.7 | 947.4 |
Balance at end of year | 3,922.3 | 3,617.6 |
31 December 2025 | 31 December 2024 | |||
| £ million | Group | Company | Group | Company |
Balance at start of year | (41.2) | (257.4) | (32.2) | (226.2) |
Profit/(loss) for the year | 2.1 | (13.3) | (9.2) | (31.2) |
Actuarial gain/(loss) | (0.1) | – | 0.3 | – |
| Deferred tax (charge)/ | ||||
credit | 0.1 | – | (0.1) | – |
Balance at end of year | (39.1) | (270.7) | (41.2) | (257.4) |
31 December 2025 | 31 December 2024 | |||
| £ million | Group | Company | Group | Company |
Balance at start of year | 10.6 | 10.6 | 10.3 | 10.3 |
| Revaluation gain/(loss) | ||||
| on property, plant | ||||
and equipment | 0.5 | 0.5 | 0.3 | 0.3 |
Balance at end of year | 11.1 | 11.1 | 10.6 | 10.6 |
29. Net asset value per ordinary share – basic and diluted
Net asset value per ordinary share is based on the following data:
31 December | 2025 | 2024 |
Net assets (£ million) | 4,040.1 | 3,731.2 |
Number of shares in issue (million) 1 | 141.1 | 156.8 |
Shares held in EBT (million) | (1.0) | (1.1) |
Shares held in treasury (million) 1 | (2.3) | (13.6) |
Basic shares (million) | 137.8 | 142.1 |
| Effect of share-based payment awards | ||
(million) | 0.5 | 0.7 |
Diluted shares (million) | 138.3 | 142.8 |
1
On 21 May 2025, the Company cancelled 15.7 million ordinary shares of £1 each which were
held in treasury.
| 2025 | 2024 | |
| 31 December | pence | pence |
| Net asset value per ordinary share – | ||
basic | 2,932 | 2,627 |
| Net asset value per ordinary share – | ||
diluted | 2,921 | 2,614 |
| £ million | |
Carrying value at 1 January 2025 | 147.1 |
Additions | 0.7 |
Disposals | (88.7) |
Fair value movements in year | (6.0) |
Carrying value at 31 December 2025 | 53.1 |
| £ 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 |
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 2025 RIT Capital Partners plc116
FINANCIAL STATEMENTS
Notes to the Financial Statements
FINANCIAL 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
| 2025 | 2024 | |||
| Pence per | Pence per | 2025 | 2024 | |
| share | share | £ million | £ million | |
Dividends paid in year | 60.2 | 56.5 |
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 28 February 2025 the Board declared a first interim dividend
of 21.5 pence per share in respect of the year ended 31 December
2025 that was paid on 25 April 2025. A second interim dividend of
21.5 pence per share was declared by the Board on 6 August 2025
and paid on 31 October 2025.
The Board declares the payment of a first interim dividend of
22.5
pence per share in respect of the year ending 31 December
2026. This will be paid on 24 April 2026 to shareholders on the
register on 7 April 2026, 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 | 2025 | 2024 |
Profit/(loss) before dividend and interest income, finance costs and taxation | 457.0 | 310.8 |
Dividend income | 16.2 | 15.6 |
Interest income | 19.6 | 12.0 |
Profit/(loss) before finance costs and taxation | 492.8 | 338.4 |
(Increase)/decrease in other receivables | 61.9 | (51.9) |
Increase/(decrease) in other payables | (53.1) | 38.3 |
Other movements | 0.2 | 25.4 |
(Gains)/losses on borrowings | 5.0 | (4.1) |
| Realised foreign exchange (gains)/ | ||
| losses on repayments and drawings | ||
of borrowings | (7.1) | (1.8) |
| Unrealised foreign exchange (gains)/ | ||
| losses on repayments and drawings | ||
of borrowings | (7.5) | 8.0 |
Purchase of investments held at fair value | (2,330.7) | (1,480.6) |
Sale of investments held at fair value | 2,452.2 | 1,596.8 |
(Gains)/losses on fair value investments | (344.5) | (408.9) |
(Increase)/decrease in derivatives | (28.8) | 63.6 |
Net cash inflow/(outflow) from operating activities before taxation | ||
and interest | 240.4 | 123.2 |
Report and Accounts December 2025 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 | 2025 | 2024 |
Profit/(loss) before dividend and interest income, finance costs and taxation | 438.3 | 293.3 |
Dividend income | 16.3 | 15.6 |
Interest income | 19.6 | 12.0 |
Profit/(loss) before finance costs and taxation | 474.2 | 320.9 |
(Increase)/decrease in other receivables | 62.2 | (51.8) |
Increase/(decrease) in other payables | (55.8) | 35.7 |
Other movements | (2.6) | 5.8 |
(Gains)/losses on borrowings | 5.0 | (4.1) |
| Realised foreign exchange (gains)/ | ||
| losses on repayments and drawings | ||
of borrowings | (7.1) | (1.8) |
| Unrealised foreign exchange (gains)/ | ||
| losses on repayments and drawings | ||
of borrowings | (7.5) | 8.0 |
(Increase)/decrease in investments in subsidiary undertakings | 5.9 | (29.8) |
Increase/(decrease) in amounts owed to group undertakings | 16.9 | 28.1 |
Purchase of investments held at fair value | (2,112.4) | (1,379.0) |
Sale of investments held at fair value | 2,146.7 | 1,485.8 |
(Gains)/losses on fair value investments | (351.3) | (395.7) |
(Increase)/decrease in derivatives | (28.8) | 63.6 |
Net cash inflow/(outflow) from operating activities before taxation | ||
and interest | 145.4 | 85.7 |
Reconciliation of liabilities arising from financing activities (Group and
Company):
| Non-cash | Net | |||
| changes in | (drawdowns)/ | |||
£ million | 2024 | fair value 1 | repayments | 2025 |
Borrowings: current | (160.2) | 10.7 | 22.1 | (127.4) |
Borrowings: non- current | (173.7) | (1.1) | – | (174.8) |
Total | (333.9) | 9.6 | 22.1 | (302.2) |
1
Including currency translation.
As at 31 December 2025 | £ million |
BlackRock Strategic Equity | 164.1 |
3D Opportunities | 162.8 |
Perseverance Asset Management Int’l | 128.7 |
Parvus European Opportunities | 119.0 |
HCIF Offshore | 116.2 |
Tresidor Credit Opportunities | 115.1 |
US Treasury Note | 105.6 |
SpaceX | 102.3 |
Attestor Value Fund | 94.7 |
UK Treasury Gilt | 93.0 |
Total | 1,201.5 |
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 |
Report and Accounts December 2025 RIT Capital Partners plc118
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Notes to the Financial Statements
FINANCIAL STATEMENTS
33. Material investments and related undertakings (continued)
£ million | 2025 | 2024 |
Total 1 | 1,503.8 | 1,745.4 |
| Fair value | % | |||||
Investment name | Place of registration Registered address | £ million | interest | |||
1992 | Co-Invest (Offshore) LP | Cayman Islands | PO Box 309, Ugland House, Grand Cayman, KY1-1104 | 10.8 | 65.0% | |
Chicago Atlantic CO3 (Offshore) LP Cayman Islands | 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, | 17.2 | 30.4% | |||
| Grand Cayman KY1-1002 | ||||||
Darwin Private Equity I LP | England and | 9 Mill Shaw, Oxted, RH8 9DQ | 0.7 | 23.9% | ||
| Wales | ||||||
| Firebird New Russia Fund Ltd, | Cayman Islands | The Harbour Trust Co. Ltd., P.O. Box 897, Windward 1, Regatta | 0.9 | 23.7% | ||
| Class A1 | Office Park, Grand Cayman KY1-1103 | |||||
HHLR Fund Feeder UK Ltd, Class A | Cayman Islands | 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, | 7.7 | 73.4% | ||
| Grand Cayman KY1-1002 | ||||||
JRG HPC Holdings LP 1 | England and | 27 St. James’s Places, London SW1A 1 NR | 9.1 | 27.3% | ||
| Wales | ||||||
ICQ Holdings 6 LLC | Delaware, USA | 251 | Little Falls Drive Wilmington, New Castle, Delaware, 19808 | 17.6 | 100.0% | |
LCV Fund III LP | Delaware, USA | 251 | Little Falls Drive Wilmington, New Castle, Delaware, 19808 | 31.5 | 22.4% | |
Media Technology Ventures IV LP | California, USA | 185 | Berry Street, Suite 3600, San Francisco, California 94107 | 0.3 | 38.5% | |
Tresidor Credit Opportunities Fund | Ireland | 4th Floor, 35 Shelbourne Road, Dublin, D04 A4e0, Ireland | 142.6 | 100.0% | ||
Xander Seleucus II LP | Cayman Islands | PO Box 309, Ugland House, Grand Cayman, KY1-1104 | 0.2 | 41.9% | ||
Xander Seleucus LP | Cayman Islands | PO Box 309, Ugland House, Grand Cayman, KY1-1104 | 0.0 | 43.3% | ||
Xander Seleucus Retail | Cayman Islands | PO Box 309, Ugland House, Grand Cayman, KY1-1104 | 1.2 | 48.8% | ||
Report and Accounts December 2025 RIT Capital Partners plc 119
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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 2025 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 2025 which comprise:
Group Parent Company
Consolidated Balance Sheet as at 31 December 2025 Parent Company Balance Sheet as at 31 December 2025
Consolidated Income Statement and Consolidated Statement of
Comprehensive Income for the year then ended 31 December 2025
Parent Company Statement of Changes in Equity for the year then
ended 31 December 2025
Consolidated Statement of Changes in Equity for the year then
ended 31 December 2025
Consolidated and Parent Company Cash Flow Statement for the
year then ended 31 December 2025
Consolidated and Parent Company Cash Flow Statement for the
year then ended 31 December 2025
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 2027, 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 the cashflow forecasts,
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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 2027, 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 £40.4m which represents 1% of net assets.
An overview of the scope of the Parent Company and Group audit
Tailoring the scope
Our audit scoping reflects the 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.
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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 continued 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 51 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.
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Risk Our response to the risk
Risk of inaccurate recognition of investment income
and gains/(losses) on investments held at fair value
(2025: £535.8m, 2024: £375.0m)
Refer to the Audit and Risk Committee Report
(pages 75 to 77); Accounting policies (pages 94
to 98); 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.
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Risk Our response to the risk
Risk of incorrect valuation of investments held at fair value
(2025: £4,081.7m, 2024: £3,829.7m)
Refer to the Audit and Risk Committee Report (pages 75 to
77); Accounting policies (pages 94 to 98); 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 the valuation basis used by the
Manager
• corroborated key inputs of the valuation to source data, including verifying
to recently completed market transactions or offers where the fair
valuation is a recent transaction price.
• tested the mathematical accuracy of the valuation basis
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.
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Risk Our response to the risk
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.
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 £40.4m (2024: £37.3m), which is 1% (2024: 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 £39.0m (2024: £36.1m), which is 1% (2024: 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 2025 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% (2024: 75%) of our planning materiality, namely £30.3m (2024: £27.9m). 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.
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 £2.0m
(2024: £1.9m), 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.
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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 UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 55;
• 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 54;
• Directors’ 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 54;
• Directors’ statement on fair, balanced and understandable set out on page 74;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 48;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems
set out on pages 46 and 47; and
• The section describing the work of the Audit and Risk Committee set out on page 75.
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Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 74, 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 2024 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, the Finance Director, 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.
• 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.
Report and Accounts December 2025 RIT Capital Partners plc 127
FINANCIAL STATEMENTS
Independent Auditor’s Report
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 engagement including previous renewals and reappointments is eight years, covering the
years ending 31 December 2018 to 31 December 2025.
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
2 March 2026
Report and Accounts December 2025 RIT Capital Partners plc128
Other
Information
130 Report and Accounts December 2025 RIT Capital Partners plc
132 Investment Portfolio Reconciliation
133 Glossary and Alternative
Performance Measures
135
Historical Information and
Financial Calendar
136
Investor Information
137 Directory
High
conviction
investments
across public
and private
markets.
Report and Accounts December 2025 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 42 to 45, and the 31 December 2025 consolidated balance sheet, as shown on page 89:
£ million
31 December 2025
Quoted Equity
Private
Investments
Uncorrelated
Strategies
Net liquidity/
borrowing/
other/
adjustments
Consolidated
balance sheet
Non-current assets
Portfolio investments at fair value 1,742.1 1,264.6 962.1 (0.3) 3,968.5
Non-consolidated subsidiaries 0.4 14.4 15.4 16.6 46.8
Investments held at fair value 1,742.5 1,279.0 97 7.5 16.3 4,015.3
Investment property – – 32.7 – 32.7
Property, plant and equipment – – 22.3 – 22.3
Derivative financial instruments 0.2 – – 0.1 0.3
1,742.7 1,279.0 1,032.5 16.4 4,070.6
Current assets
Derivative financial instruments 5.9 – 7.0 22.9 35.8
Other receivables – – 0.6 60.6 61.2
Amounts owed by group undertakings – – – 0.0 0.0
Cash at bank – – – 220.6 220.6
5.9 – 7.6 304.1 317.6
Total assets 1,748.6 1,279.0 1,040.1 320.5 4,388.2
Current liabilities
Borrowings – – – (127.4) (127.4)
Derivative financial instruments (0.3) – – (1.7) (2.0)
Other payables – – – (24.4) (24.4)
Amounts owed to group undertakings – – – (13.9) (13.9)
(0.3) – – (167.4) (167.7)
Net current assets/(liabilities) 5.6 –
7.6 136.7 149.9
Total assets less current liabilities 1,748.3 1,279.0 1,040.1 153.1 4,220.5
Non-current liabilities
Borrowings – – – (174.8) (174.8)
Derivative financial instruments (0.4) – – – (0.4)
Provisions – – – (3.0) (3.0)
Lease liability – – (2.2) – (2.2)
(0.4) – (2.2) (177.8) (180.4)
Net assets 1,747.9 1,279.0 1,037.9 (24.7) 4,040.1
Investment Portfolio Reconciliation
132 Report and Accounts December 2025 RIT Capital Partners plc
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 2025 2024
Total assets 4,388.2 4,251.4
Less: cash (220.6) (189.4)
Sub total
a
4,167.6 4,062.0
Net assets
b
4,040.1 3,731.2
Gearing
a/b
3.2% 8.9%
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 was 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 2025 was 2,921 pence, an increase of
307 pence, or 11.7%, from 2,614 pence at the previous year end. As
dividends totalling 43 pence per share were paid during the year, the
effect of reinvesting the dividends in the NAV is 1.8%, which results in
a NAV total return of 13.5%. 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 2025 2024
Operating expenses 41.0 38.5
Adjustments (13.1) (10.4)
Ongoing charges
a
27.9 28.1
Average net assets
b
3,844 3,688
OCF
a/b
0.73% 0.76%
Glossary and Alternative PerformanceMeasures
Report and Accounts December 2025 RIT Capital Partners plc 133
Premium/discount: The premium or discount (or rating) is calculated
by taking the closing share price on 31 December 2025 and dividing
it by the NAV per share at 31 December 2025, 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
2025
31 December
2024
Share price
a
2,270 1,986
Diluted NAV per share
b
2,921 2,614
Premium/(discount)
((a/b)-1)
(22.3%) (24.0%)
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 2025
closed at 2,270pence, an increase of 284 pence, or 14.3%, from
1,986 pence at the previous year end. Dividends totalling 43 pence
per share were paid during the year, and the effect of reinvesting the
dividends in the share price is 2.6%, which results in a TSR of 16.9%.
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 2025 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 737.5 384.1 327.0 (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 5 7 7.5 (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) 3 7.0
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
31 December 2025 4,040.1 2,921 2,270 (22.3) 327.0 43.0
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:
30 April 2026, 12:00pm: Annual General Meeting (to be held at Spencer House, 27 St. James’s Place, London, SW1A 1NR).
24 April 2026: Payment of interim dividend.
Historical Information and Financial Calendar
OTHER INFORMATION
Report and Accounts December 2025 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 2025 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
Deutsche 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
LinkedIn: www.linkedin.com/company/rit-capital
Report and Accounts December 2025 RIT Capital Partners plc 137
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RIT CAPITAL PARTNERS PLC Report and Accounts 2025
Managed by
J. Rothschild Capital Management Limited