REG - Rights and Issues IT - Final Results
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RNS Number : 5720T Rights and Issues Inv. Trust PLC 19 February 2026
RIGHTS AND ISSUES INVESTMENT TRUST PLC
Legal Entity Identifier (LEI): 2138002AWAM93Z6BP574
Annual Results for the year to 31st December 2025
The following text is extracted from the Company's financial statements for
the year ended 31st December 2025. Page numbers refer to the full financial
statements.
CHAIRMAN'S STATEMENT
Market backdrop
For UK small cap industrials and this investment trust which focuses on them
2025 can be described as a hard year. Before I discuss market backdrop, I must
say this has been a difficult report to write. I think the first topic I
should address is to acknowledge the very disappointing financial results our
Company has produced in 2025 and to let you know that your Board recognises
this. The reasons are set out later in this report and I invite you to attend
the forthcoming Annual General Meeting (AGM) to discuss this. This poor
performance is, and should be, at the front of our minds.
To provide some background it's worth reflecting on the market backdrop. The
first part of 2025 was driven by events and commentary from the US and,
amongst many, the proposed tariff policies come to mind. As we entered the
second quarter, markets steadied as they realised these factors had more
limited impact than anticipated. Certain sectors and geographies started to
perform strongly. We also noted steady declines in inflation and interest
rates. Despite these improving market dynamics the Company's shares yielded a
negative return of -12.4%*, including dividends. This is a disappointing
result, even more so, when compared to our chosen benchmark the FTSE All Share
Capital Return Index which yielded a positive return of 19.8%, against the
FTSE All-Share Total Return which yielded a positive total return of 24.0%
which is used by the Investment Manager. These are the facts. What is behind
them is important. The most significant driver of these numbers is the
widening discount to NAV. Shareholders will recall that the resolution
authorising the Company to buy back its own shares was defeated. This
mechanism has, with our shareholders' approval, been used to manage the
discount to Net Asset Value (NAV) for many years. Another factor that affected
our performance was the continuing low levels of activity and appetite for
investment in the small-cap sector which significantly underperformed the
FTSE 100. The level of takeover activity in the small-cap sector is worthy of
note too as this might suggest the market is undervaluing good companies.
Notwithstanding the widening of the discount, the Company's performance was a
positive 4.2%. Whilst still disappointing it highlights the importance of a
buyback programme to defend value and provide liquidity. You will note in the
Investment Manager's Review that we are now using an additional benchmark to
better understand performance, the Deutsche Numis Smaller Companies
(ex-Investment Trusts) Index (DNSCI). The relative performance of small-caps
to large-caps is also discussed later in this report. None of these benchmarks
is a perfect comparator but they do provide helpful context.
Company performance
The Company's shares generated a negative return in 2025 of -12.4%,
significantly behind our chosen benchmark (FTSE All-Share Capital Index)
which increased by 19.8%. The Net Asset Value per Share improved over the year
from 2543.4p to 2603.7p. The discount to NAV had widened to 23.6% at the year
end, an increase from 6.4% at the prior year end, and averaged 19.5% over the
course of the year. Overall shareholders achieved a return of 4.2% in 2025
compared to 24.0% (FTSE All Share Total Return Index).
Jupiter
Our portfolio is managed by lead manager Matt Cable, supported by Tim Service.
They have continued to actively manage the portfolio. In 2025 three positions
were sold and five new positions were acquired. These changes and the
performance of the individual holdings that have driven the Company's
performance are more fully described in the Investment Manager's Review on
pages 7 to 9. Of particular note was the positive decision to sell our
position in Treatt before the takeover bid failed.
The Management Engagement Committee carried out its third formal review of
Jupiter's performance in January 2026. It noted the continuity of investment
style, the changes that had been made to increase the diversity of the
portfolio and discussed the new positions that have been taken. The Board will
continue to keep the Investment Manager's performance under regular review,
particularly in light of the disappointing performance in 2025. The increase
in marketing activities for the Company reported on last year have continued.
These are carried out to seek to raise awareness of the Company to a much
wider audience of investors. Over the course of the year events were held for
a variety of investors, including wealth managers, professional fund managers
and private individuals, via a number of traditional and digital marketing
tools.
Discount
At the end of December 2025 the discount stood at 23.6%. From late March 2025,
following the conclusion of the AGM, the Company was unable to purchase its
own shares in the market. The Board remains of the view that a share buyback
programme remains an important tool to try to narrow the discount between the
Company's share price and net asset value per share or reduce its volatility.
Buybacks at the margin provide a useful increase in liquidity for those
shareholders seeking to realise their investment whilst also delivering an
economic uplift for those shareholders wishing to remain invested in the
Company.
The Company will again be seeking shareholder approval for a new share buyback
authority at the forthcoming Annual General Meeting to run until the
conclusion of the AGM in 2027. It has become clear from the voting at last
year's AGM and the subsequent General Meeting that a majority of shareholders
by number value the benefits that the share buyback programme affords them.
The share buyback resolution is typically presented as a special resolution
and, as was demonstrated last year, it can be defeated by a small number of
shareholders who hold a significant shareholding. In order to provide a
fairer and more equitable mechanism for the majority of shareholders, the
buyback resolution will be presented as both a special and an ordinary
resolution at the forthcoming AGM. In the event that the special resolution is
not passed, the ordinary resolution to authorise the Company to buy back its
own shares will be put to shareholders. If approved, the Board intends to
reinstate the share buyback programme as soon as practicable.
Shareholder consultations
Over the course of 2025 the Board consulted with a number of major
shareholders and advisors. The most significant and regularly repeated topic
of debate was the buyback and the potential for a new share buyback scheme.
There was deep and wide support expressed for such an initiative. I would note
that this remains in tune with the vote at the EGM held in May 2025 which was
narrowly defeated by the votes of, primarily, one significant shareholder and
their associated interests.
Dividend
The Directors are aware of the appetite our shareholders have for income and
are proposing a final dividend of 32.75p per share which, if approved at the
upcoming AGM, would result in total dividends for the year of 45.0p per share,
an increase of 2.3% over the previous year's dividend. Subject to approval at
the AGM, the dividend will be paid on 2nd April 2026 to shareholders on the
register at close of business on 6th March 2026 (ex-dividend date: 5th March
2026).
Annual General Meeting
The Company's Annual General Meeting is to be held at 12 noon on Thursday,
26th March 2026 at Jupiter's offices, the Zig Zag Building, 70 Victoria
Street, London SW1E 6SQ. The AGM will be followed by a presentation by our
Investment Manager. My fellow Directors and I look forward to meeting as many
shareholders as possible at the meeting.
Irrespective of whether you intend to attend the AGM please submit your proxy
votes in respect of the resolutions via the registrar's portal. Details of how
to do this can be found in the notice of AGM on pages 67 to 69. Should you
have any questions for the Board these can be submitted to our Company
Secretary at the registered office or via email to cosec-uk@apexgroup.com.
(mailto:cosec-uk@apexgroup.com)
Directorate Changes
Jonathan Roper will be standing down from the Board at the conclusion of the
AGM. I would like to thank him for his diligent work, sage advice and counsel
over his years of service. We will miss him and wish him well for a long and
happy retirement. As announced on 13th February 2026, Ruth Beechey has been
appointed to succeed Jonathan and will join the Board with effect from the
conclusion of the AGM. Ruth is an experienced non-executive director and we
look forward to working with her.
Outlook
As we look forward into 2026 we hope to resolve the share buyback issue, to be
able to provide greater liquidity for our shareholders and manage the
discount. In the markets we will continue to watch macroeconomic indicators
but more importantly the performance of our portfolio companies and their
management teams. As a Board we are very mindful of this work. These and other
factors will provide opportunities as well as challenges. Accordingly, we will
continue to encourage our Investment Manager to seek investments in
differentiated companies operated by good management teams that they believe
to be fundamentally underpriced. The Board believes that our team at Jupiter
have the skills and knowledge to identify these and so continue to be well
placed to deliver for your Company into the future.
Dr Andrew J Hosty
Chairman
18th February 2026
* Source: MorningStar
INVESTMENT MANAGER'S REVIEW
Introduction
We present our investment report to shareholders of Rights & Issues for
the year to 31st December 2025.
There is no getting away from the fact that it has been a difficult and
disappointing year, as the Company's shares delivered a negative return of
-12.4%, including dividends. This is particularly frustrating in the context
of a UK equity market that has continued to perform strongly, with the FTSE
All-Share Total Return Index returning 24.0%. We do not want to shy away from
this poor comparison, but also believe it is important for shareholders to
understand the moving parts behind the overall result.
As discussed in the Chair's report above, a significant factor in the share
price performance over the year was a dramatic widening of the discount to
NAV. As investment managers this is not something we can directly control so
only note it for context. On an investment basis alone (change in NAV plus
dividends paid) performance was positive at 4.2%, albeit still significantly
behind the Company's benchmark, the FTSE All-Share Capital Return Index.
The Company's investment policy is to focus on smaller companies. Over the
long term, UK smaller companies have delivered superior returns to the wider
equity market, but this premium has varied significantly from year to
year(1). In 2025 smaller companies significantly underperformed their larger
counterparts, contributing to the portfolio's weakness against its benchmark.
To better understand underlying investment performance from year to year, we
use the Deutsche Numis Smaller Companies (ex.IT) Index ("DNSCI") as an
additional benchmark. The DNSCI includes UK listed companies (excluding those
listed on AIM) that make up the bottom 10% of the market by value. We believe
this is a useful proxy for the Company's investible universe. Over the course
of 2025 the DNSCI returned 12.7% which was significantly behind the FTSE
All-Share Total Return Index and illustrates the relative weakness of smaller
companies during the year.
While these factors (the widening discount and underperformance of small
companies) were important, they do not explain all of the poor return for the
year. The residual, 'underlying', weakness is discussed in more detail in the
Portfolio Performance section below. We also provide some market context,
update shareholders on changes to the portfolio, and share our outlook for the
year ahead.
Market backdrop
The first half of 2025 was dominated by the early weeks and months of the new
Trump administration in the US. Where the first Trump term was marked by
noisy rhetoric that didn't always translate into action, his second government
quickly put the world on notice that it wasn't afraid to confound expectations
and ignore established norms. While some initiatives such as Elon Musk's
'DOGE' were never taken very seriously by the equity market, other policies,
especially around tariffs, quickly had a significant effect on stocks. This
culminated in April's 'Liberation Day' announcements and what turned out to be
the equity market nadir for the year.
As it became clear that there were deals to be done and a plethora of tariff
exemptions available, global stock markets quickly found their feet again. In
the US this continued to be driven by a fairly narrow cadre of AI related tech
stocks, while in Europe a number of 'old economy' sectors got a new lease of
life. These included a suddenly in-favour defence industry as well as banks,
which finally enjoyed a more helpful interest rate environment and regulatory
cycle.
In the UK, this meant a strong showing for the much-maligned FTSE 100 index
despite continued pessimism about the UK economy in general. The latter was
not helped by what now appears to be a clumsy ruse by the government to lower
expectations ahead of the autumn budget. Despite the underwhelming politics,
economic indicators in the UK continued to evolve broadly as anticipated, with
inflation and market rates steady and policy rates continuing to decline.
Correspondingly, the general business environment has been relatively benign
for much of the year, but lacking in confidence and exposed to occasional
mini-shocks, particularly where US trade policy is relevant. Businesses with
high labour-to-sales ratios have had to navigate a challenging increase in
payroll taxes and this has had knock-on effects in some supply chains (see
Macfarlane below, for example). In general, however, UK businesses have
largely got on with the job and successfully navigated the environment.
Portfolio Performance
As mentioned above, the Company's investment portfolio underperformed its
benchmark in part due to the relative weakness of smaller companies in 2025.
However, it also delivered returns behind those of the more representative
DNSCI index, returning 12.7% against 24.0% the FTSE All Share Total Return
Index. Given the concentrated nature of the portfolio, relative performance is
generally a reflection of stock-specific developments. However, in 2025
certain themes were also evident, as discussed below.
Among positive contributors a clear theme for the year was takeover activity.
Overall, four portfolio holdings were subject to takeover bids during the
year, albeit one (Treatt, discussed further below) subsequently fell away. The
other three targets were industrial chain manufacturer Renold (+72%), FX and
payments specialist Alpha Group (+79%), and newly added fund administrator JTC
(+57%). While these transactions added significantly to performance during
the year, we also view them as symptomatic of an equity market that is not
appropriately valuing high quality businesses. While the short-term
performance boost is helpful, it is not in the UK market's long-term interests
to see our best businesses moving alternative ownership.
Away from takeovers, specialist lender OSB (+69%) was also a significant
positive contributor as it established a set of new strategic targets and
enjoyed the sector tailwinds mentioned above. Towards the end of year, it also
received a boost from changes to capital rules for smaller banks that will
allow it to return more cash to shareholders over the next few years.
Mirroring the takeover effect, a clear negative theme for the year was
underperformance of what we view as high quality companies that have broadly
delivered as expected. Examples among significant performance detractors
included multi-utility business Telecom Plus (-17%), identity verification
and fraud detection specialist GB Group (-23%) and cloud communications
provider Gamma Communications (-39%). In each case the company has delivered
financial results broadly in line with original expectations, but seen
significant share price weakness driven by a decline in valuation (as
measured by the ratio of price to earnings).
Inevitably some of the Company's holdings did experience genuine operational
challenges during the year that led to material underperformance. Packaging
distributor Macfarlane (-31%) has experienced significant pricing pressure,
particularly in its retail market segment as customers have sought to offset
their own cost inflation challenges. Furthermore, the business experienced a
fatal accident at one of its sites in the final quarter of the year which is
likely to impact performance in the short to medium term.
As mentioned in our interim report, flavours and fragrances business Treatt
(-45%) has been experiencing operational challenges for some time, including
two significant profit warnings in the year. When the company received a
takeover offer in September, we took the opportunity to exit the position, a
decision vindicated when the deal later fell away.
Portfolio changes
Three positions were sold during 2025. As mentioned above, both Alpha Group
and Renold were subject to takeovers during the year and hence left the
portfolio. Treatt was also subject to a takeover approach and was sold before
the transaction was cancelled.
Five new positions were added to the portfolio.
Fund administrator JTC was added in the first half as described in our
interim report. In the second half of the year, it was subject to a takeover
approach which we expect to be approved by shareholders in early 2026. A
position remains in the portfolio, but we expect to sell this in due course to
fund new investment ideas.
Workwear and linen rental business Johnson Services Group has a strong track
record of organic and inorganic growth over many years. Its shares appear to
have come under pressure as the market sees potential limits on further growth
in its core markets. We think this concern is misplaced, so have taken the
opportunity to invest in a high-quality business at an attractive valuation.
Ashtead Technology is a marine services company that mainly operates as a
rental business with a very high element of service. Again, the company has an
excellent growth track record and attractive quality characteristics, such as
high returns on invested capital. Following some disruption to the business
from US policy changes earlier in the year the valuation appears very
attractive to us for such a good business.
Keller is one of the world's leading geotechnical engineers with a
significant presence in North America, Europe, the Middle East and Asia
Pacific. After many years of mixed results, a change of management led to
five years of strong growth and improving returns. With the valuation
continuing to reflect a cautious view we think the shares offer an attractive
entry point.
Finally, pensions consultant XPS was added to the portfolio towards the end of
the year. Over recent years XPS has secured a place as the leading challenger
to the three large incumbents in its market and has also started to address
new industry verticals. We think this offers attractive scope for further
growth that is not reflected in valuation.
Summary and Outlook
2025 was a disappointing year for the Company from an investment perspective
as weak underlying portfolio performance was exacerbated by a widening
discount to NAV and the underperformance of smaller companies generally. While
some of the Company's holdings experienced genuine operational problems, this
will always be a feature of investment and there was positive news too,
especially in terms of takeover activity. In our view, the balance of
underperformance has come from a number of higher-quality stocks that have
been weak despite satisfactory operational performance.
It is hard to understand why this trend has become so pronounced among smaller
UK companies, or to anticipate what might reverse it. General negativity
(justified or not) about the UK economy is probably part of it. We also
suspect that persistent outflows from UK smaller companies funds, which may
be more likely to own these higher-quality stocks, is a factor as it creates
persistent selling pressure. It is also possible that the equity market is
anticipating a deep earnings recession in the near future, although we would
expect this to be reflected in the market more widely.
In any case, we believe that underperformance of higher quality businesses
creates opportunities for long-term investors. While we acknowledge that the
UK economy has challenges, we do not see these as unusual in a global context.
Macroeconomic indicators (inflation, growth, interest rates etc) are not
universally bullish; but neither are they pointing to an imminent economic
meltdown. In this environment we expect our investee companies to have to keep
working hard to make progress. But we trust our management teams and expect
them to continue to find ways to move forward.
As such, we still think that that there are now, more than ever, opportunities
for long term investors to own great businesses at attractive valuations. We
made five new investments during the year on just this logic. One of these
has already been taken over as the wider world recognises the valuation
discrepancy often embedded in UK smaller companies today.
As ever, we do not seek to make specific predictions for the year ahead, but
we remain doggedly optimistic that opportunities continue to exist for
long-term investors in our market.
Matt Cable
Lead Manager
Tim Service
Fund Manager
18th February 2026
1 Over 71 years (the maximum available period) the DNSCI returned 14.1% p.a.
compared to 11.6% p.a. for the FTSE All-Share. Smaller companies (DNSCI)
underperformed larger companies (Deutsche Numis Large Cap index) by 10% or
more in 13 of those years and outperformed by 10% or more in 19 years. Source:
Deutsche Numis Indices 2026 Annual Review.
PORTFOLIO STATEMENT
Details of the investments held within the portfolio as at 31st December 2025
are given below by market value:
31st December 2025 31st December 2024
UK Investments Holdings Market Value % of Net Assets Holdings Market Value % of Net Assets
Hill & Smith 377,437 8,058 6.47 404,313 7,544 6.13
IMI 292,263 7,272 5.84 292,263 5,322 4.32
JTC 554,724 7,123 5.72 - - -
OSB 1,072,110 6,835 5.49 1,401,694 5,666 4.95
Oxford Instruments 280,450 5,749 4.62 245,735 5,296 4.30
GB 2,226,691 5,711 4.59 1,663,873 5,657 4.59
Jet2 399,296 5,606 4.50 399,296 6,321 5.14
Keller 334,421 5,565 4.47 - - -
Telecom Plus 398,587 5,413 4.35 430,975 7,387 6.00
Vp 997,487 5,287 4.25 1,393,566 7,665 6.22
Norcros 1,555,605 5,180 4.16 318,554 812 0.66
Johnson Service 3,836,307 5,171 4.15 - - -
Colefax 555,952 5,170 4.15 835,952 6,520 5.29
Ashtead Technology 1,612,703 5,000 4.02 - - -
Gamma Communications 541,130 5,000 4.02 516,289 7,899 6.42
Eleco 4,026,834 4,913 3.95 4,479,758 6,540 5.31
Macfarlane 6,437,647 4,622 3.71 7,090,653 7,587 6.16
Foresight 1,045,334 4,484 3.60 877,203 3,588 2.91
Sthree 2,233,484 4,266 3.43 890,288 2,622 2.13
Marshalls 2,299,139 4,152 3.34 1,545,642 4,536 3.68
XPS Pensions 1,112,439 3,771 3.03 - - -
RS 604,401 3,756 3.02 604,401 4,107 3.34
Morgan Advanced Materials 1,500,000 3,270 2.63 1,500,000 4,080 3.31
Videndum 959,582 106 0.09 959,582 1,397 1.13
Dyson 1,000,000 31 0.02 1,000,000 31 0.03
Renold* - - - 18,813,923 8,843 7.19
Alpha Group International* - - - 241,738 5,633 4.57
Treatt* - - - 1,281,009 6,232 5.06
Total Investments 121,511 97.62 121,285 98.49
Net current assets 2,964 2.38 1,862 1.51
Net Assets 124,475 100.00 123,147 100.00
Unless otherwise specified, the actual holdings are, in each case, of
ordinary shares or stock units and of the nominal value for which listing has
been granted.
*Sold during the year to 31st December 2025.
STRATEGIC REPORT
The Strategic Report is designed to provide information primarily about the
Company's business and results for the year ended 31st December 2025 and
should be read in conjunction with the Chairman's Statement and the Investment
Manager's Review.
PERFORMANCE STATISTICS 31st December 31st December Change
2025 2024 %
NAV per Share 2603.7p 2543.4p
Discount to NAV (23.6%) (6.4%)
Closing mid-market price per Ordinary Share 1990.0p 2380.0p
Dividends per Ordinary Share(1) 45.00p 44.00p
Dividend yield* 2.3% 1.8%
Ongoing Charges* 1.0% 0.9%
Earnings per Ordinary Share - basic
Revenue 49.2p 42.1p
Capital 49.9p 181.2p
NAV return* 2.4% 8.8%
FTSE All-Share Capital Index 19.8% 5.5%
*These are Alternative Performance Measures.
(1)Assumes shareholder approval of the proposed final dividend of 32.75p per
Ordinary share at the forthcoming AGM.
Explanation of Alternative Performance Measures ("APM")
The European Securities and Markets Authority ('ESMA') published its
guidelines on Alternative Performance Measures ('APMs'). APMs are defined as
being a 'financial measure of historical or future financial performance,
financial position, or cash flows, other than a financial measure defined
or specified in the applicable accounting framework.' The guidelines are
aimed at promoting the usefulness and transparency of APMs included in
regulated information and aim to improve comparability, reliability and/or
comprehensibility of APMs.
The following APMs are used throughout the annual report, financial
statements and notes to the financial statements:
Discount to NAV
The discount to net asset value is the amount, expressed as a percentage, by
which the share price is less than the net asset value per share.
As at 31st December 2025, the share price was 1990.00p and the net asset value
per share was 2603.7p, the discount therefore being (23.6%). As at 31st
December 2024, the share price was 2380.00p and the net asset value per share
was 2543.40p, the discount therefore being (6.4%).
The discount to NAV is calculated as follows:
2025 2024
Net asset value per Ordinary Share (a) 2603.7p 2543.4p
Closing mid-market price Ordinary Share (b) 1990.0p 2380.0p
Discount to NAV ((a-b)/a)*100 23.6% 6.4%
Dividend Yield
The dividend yield is a financial ratio which indicates how much the Company
pays out in dividends each year relative to its share price. The figure is
calculated by dividing the aggregate value of dividends per share in a given
year by the closing share price as at 31st December each year and is
represented as a percentage.
The dividend yield is calculated as follows:
2025 2024
Total Dividends paid per Ordinary Share1 (a) 45.00p 44.00p
Closing mid-market price Ordinary Share (b) 1990.0p 2,380.0p
Dividend Yield (a)/(b)*100 2.3% 1.8%
(1)Assumes shareholder approval of the proposed final dividend of 32.75p per
Ordinary share at the forthcoming AGM.
Ongoing Charges
Ongoing charges are the total expenses charged to revenue or capital that
relate to the operation of the Company as an investment trust and are deemed
likely to recur in the foreseeable future. Ongoing charges include both the
investment management fee and other costs. They do not include the costs of
acquisition or disposal of investments, financing costs and gains or losses
arising on investments. Ongoing charges are calculated on the basis of the
annualised ongoing charge as a percentage of the average net asset value in
the period.
The calculation methodology for ongoing charges is set out by the Association
of Investment Companies ("AIC") and is calculated as follows:
2024 2024
£'000 £'000
Investment management fee 603 672
Other expenses 565 522
Total Expenses (a) 1,168 1,194
Average NAV (b) 121,233 134,330
Ongoing Charge (a)/(b)*100 1.0% 0.9%
NAV Return
The NAV return is the percentage change in closing NAV per share compared with
opening NAV per share.
The NAV return is calculated as follows:
NAV per Ordinary Share at current year end (a) 2,603.7p
NAV per Ordinary Share at prior year end (b) 2,543.4p
NAV return (a/b-1)*100 2.4%
Status
The Company is registered as an investment company as defined in section 833
of the Companies Act 2006 and operates as such. The Company is not a close
company within the meaning of the provisions of the Corporation Tax Act 2010.
The Company is an "alternative investment fund" ("AIF") for the purposes of
the EU Alternative Investment Fund Managers ("AIFM") Directive, as adopted in
the UK. In the opinion of the Directors the Company has conducted its affairs
during the year under review so as to qualify as an investment trust for the
purposes of Chapter 4 of Part 24 of the Corporation Tax Act 2010 and continues
to meet the eligibility conditions set out in section 1158 of the Corporation
Tax Act 2010.
The Board is directly accountable to shareholders. The Company is listed on
the London Stock Exchange and is subject to the UK Listing Rules, Prospectus
Rules and Disclosure Guidance and Transparency Rules published by the
Financial Conduct Authority ("FCA"). The Company is governed by its articles
of association, amendments to which must be approved by shareholders by
special resolution. The Company is a member of the Association of Investment
Companies ("AIC").
The FCA rules in relation to non-mainstream pooled investments do not apply to
the Company.
Strategy for Meeting the Objectives
The Company's objective is to exceed the benchmark index over the long-term
whilst managing risk.
To achieve this objective, the Board appointed Jupiter Unit Trust Managers
Limited ('JUTM') on 3rd October 2022 to continue the Company's long-term
strategy of seeking out undervalued investments. This is supported by the
five-yearly review that addresses the above objective. The most recent review
was conducted in February 2026, at which the Board concluded that the
continuation of the Company for the period until July 2031 was in the best
interests of shareholders.
The Company fulfils its investment objective and policy by operating as an
investment company. The Board delegates operational matters to specialist
third-party service providers. The closed-ended nature of the Company allows a
longer-term view on investments because liquidity issues as a result of
redemptions are less likely to arise. The Board has closely monitored
performance in 2025 to ensure the Company's strategic objectives are
continuing to be met.
In pursuing its strategy, close attention is also paid to the control of
costs. Further information on this is contained in the Key Performance
Indicators on page 17.
Investment Selection
There is a rigorous process of risk analysis at the level of the individual
investment, based on the characteristics of the investee company. This
controls the overall risk profile of the investment portfolio.
Since its appointment the Investment Manager has taken steps to balance risk
and improve performance by reducing the Company's largest holdings and
investing in additional holdings at similar weights. The Investment Manager
has also invested in companies from a broader range of industries and sectors
over the past year and will continue to seek out undervalued investments that
offer the opportunity for capital growth.
The investment portfolio is managed on a medium-term basis with a low level of
investment turnover. This minimises transaction costs and ensures medium-term
consistency of the investment approach.
The Company's investment activities are subject to the following limitations
and restrictions:
The policy does not envisage hedging either against price or currency
fluctuations. Whilst performance is compared against major UK indices,
including the FTSE All-Share Total Return and the Deutsche Numis Smaller
Companies (ex-Investment Trusts) indices, the composition of indices has no
influence on investment decisions or the construction of the portfolio. As a
result, it is expected that the Company's investment portfolio and performance
will deviate from comparator indices.
Full details of the Company's portfolio are set out above and further
information is set out in Notes 9 and 10 inclusive.
Sustainability of Business Model and promoting the success of the Company
The Board is responsible for the overall strategy of the Company and decisions
regarding corporate governance, asset allocation, risk and control. The
day-to-day management of the investments is delegated to the Investment
Manager and the management of the operations to specialist third-party
suppliers.
The Directors are conscious of their duties under section 172 of the Companies
Act 2006 and, in particular, the overarching duty to promote the success of
the Company for the benefit of the shareholders, with careful attention paid
to wider stakeholders' interests. The Board is aware of the importance of
ensuring that the Company has a sustainable, well-governed business model to
achieve its strategy and objectives.
As part of discharging its section 172 duties, the Company, through the
Investment Manager, uses its influence as a shareholder, where possible, to
encourage the companies in which it invests to adopt best practice on
environmental, social and corporate governance ("ESG") matters. Further
related information can be found on pages 14 to 16 of the Annual Report.
The third-party service providers are a key element of ensuring the success of
the business model. The Board monitors the chosen service providers closely to
ensure that they continue to deliver the expected level of service. The Board
also receives regular reporting from them, evaluates the control environment
and governing contract in place at each service provider and formally assesses
their appointment annually.
Culture & Values
The Board believes that a strong and well-embedded culture is fundamental to
the long-term success of the Company and to the delivery of sustainable value
for shareholders. Our desired culture is grounded in integrity,
accountability, constructive challenge and a long-term stewardship mindset,
reflecting our responsibilities as a listed investment company and fiduciary
for our shareholders.
The Board has taken an active role in setting and overseeing the Company's
culture. The Company's purpose, values and expected behaviours have been
clearly articulated and communicated to the Investment Manager and key service
providers. These expectations are embedded within governance arrangements,
contractual frameworks and ongoing engagement, ensuring that behaviours are
aligned with the Company's strategic objectives and risk appetite.
Culture is reinforced through the Board's oversight of decision-making, with
particular emphasis on robust debate, independent challenge and transparency.
Board and committee discussions are structured to encourage open dialogue and
differing perspectives, supporting high-quality investment and risk decisions.
The Board regularly assesses whether outcomes and behaviours are consistent
with the Company's values, rather than focusing solely on financial
performance.
The Company's values are further embedded through the oversight of the
Investment Manager's culture and conduct. The Board receives regular reporting
on the Investment Manager's governance, remuneration structures, risk
management and compliance arrangements, and engages directly with senior
representatives to understand how the desired culture is promoted within the
investment team. This includes consideration of how incentives support
long-term performance, responsible investment and effective risk management.
Board performance reviews provide an additional mechanism for assessing
cultural alignment. These reviews consider not only skills and experience, but
also behaviours, dynamics and the extent to which the Board collectively
demonstrates the values it expects to see throughout the Company's operations.
The Board also considers stakeholder outcomes as an important indicator of
culture. Feedback from shareholders, advisers and other stakeholders is
reviewed to assess whether the Company's conduct and communications reflect
its stated values and commitment to transparency and stewardship.
The Board is satisfied that the Company's desired culture is well understood
and embedded, and that it supports effective governance, responsible
investment decision-making and the Company's long-term strategy. The Board
will continue to monitor and evolve the Company's cultural framework to ensure
it remains aligned with the Company's purpose, regulatory expectations and the
interests of shareholders.
The Responsibilities as an Institutional Shareholder section below describes
the Company's approach to managing its investments, including ESG matters.
Business Ethics
The Company maintains a zero-tolerance policy towards the provision of illegal
services, bribery and corruption in its business activities, including the
facilitation of tax evasion. As the Company has no employees and the Company's
operations are delegated to third-party service providers, the Board seeks
assurances from those providers that they comply with the provisions of the
Modern Slavery Act 2015 and maintain adequate safeguards in keeping with the
provisions of the Bribery Act 2010 and Criminal Finances Act 2017.
As an investment vehicle the Company does not provide goods or services in the
normal course of business, and does not have customers. Accordingly, the
Directors consider that the Company is not within the scope of the Modern
Slavery Act 2015.
Board Diversity
The Company's affairs are overseen by a Board comprising four non-executive
Directors, one of whom is female and three of whom are male. None of the
Directors is from an ethnic minority background.
The UK Listing Rules set out the following board diversity targets: at least
40% of board members should be women; at least one board member should be from
an ethnic minority background; and at least one of the senior board positions
should be held by a woman. The role of Chair of the Audit, Risk and Compliance
Committee is held by a woman, however, the Company does not currently meet the
first two of these targets.
The Board recognises the benefits of diversity and inclusion in promoting
effective decision-making and robust governance. In seeking to enhance
diversity, the Board remains committed to ensuring that appointments are made
on the basis of merit, skills and experience, while also having due regard to
the value of greater gender and ethnic diversity in the composition of the
Board. Improving the Board's diversity was a key consideration during the most
recent recruitment exercise. Further details on the gender and ethnic
background of the Directors are set out in the Corporate Governance Statement
on page 28 of the Annual Report.
The Directors collectively bring a broad range of experience and expertise,
including in investment markets, business leadership, financial services,
accounting and regulation. The Board regularly reviews its composition to
ensure it has the appropriate balance of skills, experience and perspectives
to support the Company's investment objective. While appointments are based on
objective criteria and merit, the Board is mindful of the importance of
diversity of gender, social and ethnic backgrounds, cognitive styles and
personal strengths. All appointments are made following a formal, rigorous and
transparent process.
Responsibilities as an Institutional Shareholder
The Board has delegated authority to the Investment Manager for monitoring the
corporate governance of investee companies. The Board has delegated to the
Investment Manager responsibility for selecting the portfolio of investments
within investment guidelines established by the Board and for monitoring the
performance and activities of investee companies. On behalf of the Company the
Investment Manager carries out detailed research on investee companies and
possible future investee companies through internally generated research. The
research includes an evaluation of fundamental details such as financial
strength, quality of management, market position and product differentiation.
Other aspects of research include an appraisal of social, ethical and
environmentally responsible investment policies.
The Board has delegated authority to the Investment Manager to vote on behalf
of the Company in accordance with the Company's best interests. The primary
aim of the use of voting rights is to address any issues which might impinge
on the creation of a satisfactory return from investments. The Company's
policy is, where appropriate, to enter into engagement with an investee
company in order to communicate its views and allow the investee company an
opportunity to respond.
In such circumstances the Investment Manager would not normally vote against
investee company management but would seek, through engagement, to achieve its
aim. The Investment Manager would, however, vote against resolutions it
considers would damage the Company's shareholder rights or economic interests.
The Company has a procedure in place such that where the Investment Manager,
on behalf of the Company, has voted against an investee company resolution, it
is reported to the Board.
The Board considers that it is not appropriate for the Company to formally
adopt the UK Stewardship Code. However, many of the UK Stewardship Code's
principles on good practice on engagement with investee companies are used by
the Company, as described above.
Environmental Impact
When investments are made, the primary objective is to achieve the best
investment return while allowing for an acceptable degree of risk. In pursuing
this objective, various factors that may impact on the performance are
considered and these may include socially responsible investment issues.
As an investment trust, the Company's own direct environmental impact is
minimal. The Company has no greenhouse gas emissions to report from its
operations, nor does it have responsibility for any other emissions-producing
sources under the Companies Act 2006 (Strategic Report and Directors' Reports)
Regulations 2013 for the year to 31st December 2025 (2024: unchanged). The
Directors receive and use electronic meeting packs only. The Company provides
electronic copies of the annual and half-yearly reports and other shareholder
information on its website. All printed material, wherever possible, is on
recycled material. The Investment Manager attempts to minimise the Company's
carbon footprint. The Company's indirect impact occurs through the investments
it makes.
The Company does not purchase electricity, heat, steam or cooling for its own
use nor does it have responsibility for any other emissions producing sources.
Environmental, Social & Governance ("ESG")
Overview
As a high-conviction active asset manager, the Investment Manager recognises
that it has an important role to play in the allocation of capital, both as
active owners and long-term stewards of the assets in which it invests on
behalf of clients. The investment team has a defined investment process, and
consideration of material ESG issues is integrated into both investment
analysis and decision-making, influencing asset allocation, portfolio
construction, security selection, position sizing, stewardship, engagement and
subsequent decisions on whether to remain invested or exit.
This context is important when viewing the Investment Manager's approach to
ESG factors that are highlighted below. These are complex matters where
progress may not be linear and may manifest over multiple years. Furthermore,
certain environmental and social issues may also depend on a policy or
regulatory response in addition to investor input.
The Investment Manager's Responsible Investment Policy and Stewardship Report,
available on its website
(https://www.jupiteram.com/global/en/corporate/sustainability-at-jupiter/reports/),
(https://www.jupiteram.com/global/en/corporate/sustainability-at-jupiter/reports/))
describes how it supports the Company's integration of environmental, social
and governance responsibilities, setting out its sustainability governance and
oversight, its approach to ESG integration and materiality and core material
ESG issues.
ESG in a UK small and mid-cap context
The Company's investment universe comprises small and mid-size companies which
may be exposed to important sustainability risks and opportunities that can
have material impacts on value. As an active investment manager, the
Investment Manager believes that effective ESG integration cannot be
outsourced to third parties, but must be incorporated into the fundamental
analysis conducted by the investment team.
In particular, smaller companies remain under-researched by ESG rating
agencies relative to their larger listed peers. Where they are covered at all,
smaller companies are often penalised by rating agencies, either due to their
corporate governance arrangements or a relative lack of detailed corporate
disclosure about ESG issues. These factors present challenges but also, in the
Investment Manager's view, opportunities to identify ESG risks or
opportunities affecting companies which are not priced efficiently by
financial markets.
Corporate Governance
To grow successfully, the leadership of smaller companies must not only
execute strategically, they must also lay the foundations for future growth by
creating appropriate corporate governance structures. The Investment Manager
believes that as corporate culture is set at an early stage, the relationships
formed with key stakeholders such as customers, the workforce and suppliers at
this point in a company's development can be fundamental to long-term success.
The Investment Manager fully endorses the principles of the UK Corporate
Governance Code and, while it acknowledges the need for pragmatism with
smaller companies, it still expects high standards of governance at investee
companies to support their growth in a sustainable manner.
The Investment Manager assesses company governance on a range of issues. These
issues may include but are not limited to:
■ Boards and executive leadership: The Investment Manager builds an
understanding of the quality of leadership teams and boards through assessment
of i) board and committee composition and independence; ii) board and
executive tenure and succession planning; iii) Diversity, Equity and Inclusion
("DE&I") oversight and actions at board level and throughout an
enterprise; and iv) oversight and management of corporate culture.
■ Remuneration: Management incentivisation structures should be aligned with
shareholder interests. The Investment Manager will review pay for performance
and best practice considerations when making an informed voting decision.
Where relevant the Investment Manager may also engage with issuers as part of
the ongoing relationship with companies. In either scenario, the Investment
Manager is considering pay outcomes in relation to the investor experience.
The Investment Manager seeks to understand how remuneration policies are
structured to incentivise and reward management teams for the successful
execution of strategy and the long-term success of the company.
■ Protection of minority rights and related party transactions: The
Investment Manager will escalate engagement where it believes that minority
rights have been compromised.
■ Systemic risks: The environment in which companies operate continues to
change rapidly and the Investment Manager considers where businesses are
exposed to wider systemic risks, including through the assessment of global
standards, such as the UN Global Compact.
■ Conduct, litigation and relations with policy makers and regulators: Poor
relations with regulators can severely hamper corporate success and result in
value destruction for investors. The Investment Manager seeks to understand
board oversight of regulatory matters and how a company guards against
malpractice.
■ Corporate culture: The Investment Manager may engage with boards to
understand how corporate culture is being led, developed, and monitored and to
highlight strengths and areas for development. Where relevant, it seeks to
understand how management is advancing culture and where and how culture
challenges emerge.
■ Audit and control environment: The Investment Manager considers quality
and independence of auditors. It may escalate engagement with Audit Committee
chairs where it believes that audit standards are not in line with its
expectations.
Environmental
Climate
Limiting global temperature rises to 1.5 degrees above preindustrial levels,
in line with the Paris Agreement, is an urgent challenge facing the global
economy. The Investment Manager uses its influence as an investor through
stewardship and active ownership to encourage companies to identify, manage
and mitigate climate change risks or opportunities. It believes that the scale
of climate change will impact all sectors, industries and asset classes and it
acknowledges the positive role that investors can play in tackling it through
its investment decisions and capital allocation.
Biodiversity
The Investment Manager considers biodiversity impacts in its ESG analysis of
companies, in line with its approach and commitments. It engages with investee
companies where it believes their practices are unsustainable, with the goal
of achieving change, reversing biodiversity loss, while preserving and
enhancing the value of the Company's assets.
Social
Human Rights
Companies with poor management of human rights can face a range of issues
including fines, workforce issues and supply chain challenges which may
affect their ability to operate. The Investment Manager monitors and assesses
human rights policies and procedures for its investee companies to ensure that
they are promoting good governance and management of human rights issues. It
expects companies to comply with internationally-recognised human rights codes
and standards.
Human Capital
Good human capital management supports both value creation and business
resilience, and the Investment Manager believes that investing in human
capital correlates with longer-term business success. Promoting Diversity,
Equity and Inclusion (DE&I) enables companies to attract talent from a
wider talent pool. It also contributes to better decision-making, performance,
innovation and employee satisfaction and retention. The Investment Manager
understands that approaches to human capital management, including DE&I,
will differ and, as an active owner, it seeks to understand an investee
company's operating model and engage to advise on best practice and potential
improvements.
Health and safety
Where a company fails to meet health and safety standards, the Investment
Manager will engage and encourage the company to improve its practices and to
disclose health and safety indicators. Good health and safety should be
embedded in a business and the Investment Manager promotes a zero-harm ethos.
Engagement
Engagement is central to the Investment Manager's active ownership approach.
The investment team maintains a dialogue with companies to inform its
investment decisions and carry out strategic engagement, which may include
matters focused on ESG materiality. The Investment Manager may engage with
companies to monitor material ESG issues that will impact the long-term
success of an investment. The Investment Manager is committed to long-term
engagement goals; however, to protect shareholders' interests it reserves the
right to exit an investment if the investment team concludes that progress is
insufficient or does not meet the Company's strategic objectives. The
Investment Manager may use collective engagement as a way to leverage
influence to protect and enhance shareholder interests. This may include
collaborating with other shareholders on company specific issues or liaising
with investor bodies and trade organisations on regulatory and policy matters.
This will be done on a case-by-case basis, at the Investment Manager's
discretion.
Proxy Voting
Exercising its shareholder voice through active proxy voting is central to the
Investment Manager's stewardship approach to represent the Company's
interests, hold boards to account and support investee companies. Its
investment managers are accountable for the exercise of their shareholder
votes supported by the Stewardship team, which is responsible for proxy voting
operations, the monitoring of meeting ballots and providing an initial
assessment of each meeting's agenda, including an assessment of independent
proxy advisory research. The Investment Manager's Proxy Voting & Company
Dialogue Policy is available on the above-mentioned website.
Data Science and third-party data resource
The Investment Manager's in-house data science team has built a proprietary
desktop tool, known as ESG Hub, which allows the investment teams to apply
multi-factor ESG screening to their investment universe and to build custom
reports. The data science team also works with third-party ESG data providers
to challenge and provide constructive feedback to enhance the quality and
integrity of the ESG data sets it uses.
Screening
The Investment Manager does not exclude, except i) where required by law; ii)
in line with the specifications of the Company's mandate; or iii) if a
company is involved in banned activities under the following international
conventions:
■ The 1997 Ottawa Convention (Anti-Personnel Mine Ban Treaty)
■ The 2008 Convention on Cluster Munitions (CCM)
It uses third party vendors to screen for involvement in controversial and
banned weaponry.
Task Force on Climate-related Financial Disclosures
The Investment Manager's report on the UK's Task Force on Climate-related
Financial Disclosures Report ('TCFD') discloses estimates of the Company's
portfolio's climate-related risks and opportunities according to the Financial
Conduct Authority's Environmental, Social and Governance Sourcebook and the
Task Force on Climate-related Financial Disclosures Recommendation. It is
available on the Investment Manager's website:
www.jupiteram/global/en/corporate/sustainability-at-jupiter/task-force-on-climarte-related-financial-disclosures/.
Streamlined Energy and Carbon Reporting
The Company is categorised as a lower energy user under the HMRC Environmental
Reporting Guidelines March 2019 and is therefore not required to make the
detailed disclosures of energy and carbon information set out within the
guidelines. The Company's energy and carbon information is therefore not
disclosed in this Report.
Review of the Business
A review of the year and commentary on the future outlook is provided in the
Chairman's Statement.
During the year under review, the assets of the Company were invested in
accordance with the Company's investment policy.
During the year the Company's net assets have increased from £123.1m to
£124.5m, as a result of a modest increase in the value of investments. At
31st December 2025 the net asset value per Ordinary share was 2603.7p (2024:
2543.4p).
Key Performance Indicators
The Board is provided with detailed information on the Company's performance
at every Board meeting. Key Performance Indicators are:
■ Shareholders' funds equity return compared to the FTSE All-Share Index
(the Company's benchmark index). Whilst not a formal benchmark index for the
Company, as noted in the Chairman's Statement, the Board also considers
performance relative to the Deutsche Numis Smaller Companies (ex-Investment
Trusts) Index at its meetings.
■ Dividends per Ordinary share.
■ Ongoing Charges ratio (formerly titled the Total Expense Ratio). Further
information is provided in the Glossary of Terms within the Annual Report.
Shareholders' funds equity return
In reviewing the performance of the Company, the Board monitors shareholders'
funds in relation to the FTSE All-Share Index. During the year NAV per
Ordinary share increased by 2.4% compared to an increase of 19.8% in the FTSE
All- Share Capital Index. Over the five years ended 31st December 2025 NAV
per Ordinary share increased by 15.3% compared with an increase of 45.6% in
the FTSE All-Share Capital Index. The NAV return calculation can be found
above.
Dividends per Ordinary share
The total dividend per Ordinary share paid and proposed is 45.0p (2024:
44.0p).
Ongoing Charges
Ongoing charges are expenses charged to revenue or capital that relate to the
operation of the Company as an investment trust and are deemed likely to recur
in the foreseeable future. They include the investment management fee but do
not include the costs of acquisition or disposal of investments, financing
costs and gains or losses arising on investments. Ongoing charges are
calculated on the basis of the annualised ongoing charges as a percentage of
the average net asset value in the period. The Ongoing Charges for the year
ended 31st December 2025 were 1.0% (2024: 0.9%). Under the terms of the
Investment Management Agreement, an operating expenses cap will be applied to
the Company's annual ordinary operating expenses at 0.8 per cent. of the
Company's average daily NAV during each financial year for a period of five
years with effect from 3rd October 2022. Further details are given in Note 3
to the financial statements.
Principal and Emerging Risks and Uncertainties
The Board of Directors has a process for identifying, evaluating and managing
the key risks of the Company. This process operated during the year and has
continued to the date of this report. The Directors confirm that during the
year they have carried out a robust assessment of the emerging and principal
risks facing the Company, including those that would threaten its business
model, future performance, solvency or liquidity. Most of these risks are
market related and are similar to those of other investment trusts investing
primarily in listed markets. The Audit, Risk and Compliance Committee reviews
the Company's Risk Matrix and Risk Heat Map at each meeting and, as part of
this process, gives consideration to identifying emerging risks. Any emerging
risks that are identified and that are considered to be of significance will
be recorded in the Company's Risk Matrix, together with any mitigations.
carrying out this assessment, consideration is given to the current market
conditions which may impact the Company. No emerging risks have been
identified.
The Company's principal risks and how they are being managed or mitigated are
described below.
Investment in an individual smaller company inherently carries a higher risk
than investment in an individual large company. In a diversified portfolio,
the portfolio risk of a smaller company portfolio is only slightly greater
than the portfolio risk of a large company portfolio. The Company's portfolio
is diversified. Additionally, the Company invests overwhelmingly in smaller
UK listed and AIM traded companies and has no exposure to derivatives. The
principal financial risks are therefore market price risk and liquidity risk.
Further details on these risks and how they are managed may be found in Note
19 to the financial statements.
Additional principal risks identified by the Company, together with the
Board's approach to dealing with them are as follows:
Principal Risk Mitigation and Controls Change in Risk Profile During the Year
Investment performance The Board's objective is to outperform the benchmark over the long term while No change. The risk profile remains consistent with the Company's long-term
managing risk. The Board reviews portfolio performance against the benchmark investment approach.
FTSE All Share Capital Return and the DNSCI at each meeting, receives
detailed performance and attribution analysis, and ensures that the Investment
Manager operates within the investment policy and the Company's established
investment philosophy, including portfolio diversification.
Share price discount The Board monitors the share price discount to net asset value and reviews the Increased. As a result of the defeat of the share buyback resolution the
discount management policy with the Investment Manager. The Company typically Company has been unable to buy back shares since 24th March 2025.
operates a share buyback programme to seek to manage the discount; however,
following the withdrawal of the share buyback resolution from the business of
the AGM in March 2025 and the subsequent defeat of the resolution at a General
Meeting in May 2025, the Company's authority to buy back its own shares has
lapsed, leading to a widening of the discount. The Board deems the current
level of discount as excessive and not in shareholders' interests. It has
spent a considerable amount of time debating a solution to this issue,
resulting in a decision to propose the share buyback resolution as both a
special and ordinary resolution at the 2026 AGM.
Loss of key personnel The Board reviews this risk annually and maintains regular dialogue with the No change. The personnel at the Investment Manager has remained consistent
Investment Manager. The Investment Management Agreement provides for two throughout the year.
dedicated fund managers supported by a broader investment team. The Investment
Manager undertakes regular succession planning and reviews remuneration
arrangements.
Regulatory and tax compliance The Company operates a consistent investment policy designed to maintain Increased. The 2024 UK Corporate Governance Code became effective for
compliance with section 1158 of the Corporation Tax Act 2010. The Board financial years commencing on or after
receives confirmation from the Administrator that investment trust status is
maintained. The Audit, Risk and Compliance Committee reviews regulatory 1 January 2025.
developments and a schedule of compliance matters at each meeting.
Safeguarding of assets The Company's assets are held by an independent custodian. The Board monitors No change. Control arrangements remained unchanged and effective during the
the custodian and reviews internal control reports. The Administrator year.
reconciles cash and investment positions to custodian records on a daily basis
to provide assurance over asset protection.
Geopolitical risk The Board considers geopolitical developments and their potential impact on Increased. Ongoing conflicts in Eastern Europe and the Middle East have
markets and portfolio companies at each meeting. The Investment Manager heightened market uncertainty, although the Company has no direct exposure to
reports on risks arising from international conflicts and political the affected regions.
instability. The Company has no direct exposure to investments in current
conflict zones.
Climate change risk The Board and Investment Manager consider the potential impact of climate No change. Climate change remains a long-term consideration within investment
change on portfolio companies and long-term shareholder returns. decision-making.
Investments are valued at fair value in accordance with UK-adopted
International Accounting Standards, reflecting market participants'
assessment of climate-related risks.
Pandemic and health emergencies The Investment Manager monitors the resilience and adaptability of portfolio No change. While the immediate impacts of the earlier pandemic have reduced,
companies and maintains portfolio diversification. Lessons learned from the the risk of future health emergencies remains.
earlier pandemic continue to inform investment analysis and risk management.
Cyber and operational resilience The Company relies on third-party service providers with established cyber Increased. The broader cyber threat environment continues to evolve,
security and operational resilience frameworks. The Board receives regular increasing the inherent risk despite strong mitigating controls.
assurances regarding cyber security controls and business continuity planning
and has met with key service providers to review their arrangements.
Economic conditions The Board reviews the investment strategy and portfolio at each meeting in the No change. Economic uncertainty remained elevated but broadly consistent with
context of prevailing economic conditions, including interest rates, the prior year.
inflation, taxation and competitive pressures. The Investment Manager
continually assesses macroeconomic developments in pursuit of the Company's
investment objective.
Section 172 Statement
The Board seeks to promote the success of the Company for the benefit of its
shareholders. In doing so it gives consideration to the likely long-term
consequences of any decision with regard to the interests of its business
relationships and the environment in which it operates. As at 31st December
2025, the Company had no employees.
Stakeholder Group Engagement in the year and their material issues
Shareholders Shareholders play an important role in monitoring and safeguarding the
governance of the Company. They have access to the Board via the Company
Secretary throughout the year. The Board welcomes the opportunity to engage
with shareholders at its Annual General Meeting. The Company continues to
communicate with shareholders via the Company Secretary, its website and the
publication of its financial reports throughout the year. The Chairman
regularly meets with larger investors to gauge investor sentiment and always
responds to questions from shareholders.
The Board encourages shareholders to ask questions of the Chairman of the
Board and all other Directors via the Company Secretary and to ask questions
of the Investment Manager. Shareholders may submit questions to
cosec-uk@apexgroup.com (mailto:cosec-uk@apexgroup.com) or investment
companies@jupiteram.com. (mailto:companies@jupiteram.com) Communication with
shareholders enables the Board to make informed decisions when considering how
to promote the success of the Company over the long term.
Suppliers The Board relies on a number of advisors for support in the successful
operation of the Company and in meeting its obligations. The Board therefore
considers the Investment Manager, Secretary/Administrator, Broker, Registrar,
Custodian and Depository to be stakeholders.
Key suppliers are required to report to the Board on a regular basis and there
is a robust framework in place to evaluate their performance annually. The
Company employs a collaborative approach and looks to build long-term
partnerships based on open terms of business and fair payment terms.
t services provided are satisfactory.
The Secretary engages with key suppliers to ensure that services provided are
satisfactory.
Investee Companies The Board recognises the benefits of good communication with and stewardship
of investee companies and the importance of such in meeting the Company's
investment objective.
The Investment Manager meets with the management of companies in which the
Company has a significant interest and reports on findings to the Board
regularly.
Regulators As a company listed on the London Stock Exchange, the Board ensures compliance
with the necessary rules and regulations relevant to the Company in order to
build trust and maintain its reputation in the market.
Community and environment As discussed in more detail in the Annual Report, in pursuing the Company's
objectives, various factors that may impact on performance are considered.
These may include environmental, social and governance ('ESG') issues. The
Board believes that poor practices can have an impact on the value of
investments and potential investments and consideration of ESG factors as part
of the investment process is therefore key.
Factoring Stakeholders into Principal Decisions
The Board defines principal decisions as not only those that are material to
the Company but also those that are significant to any of the Company's key
stakeholders as identified above. In making the following principal
decisions, the Board considered the outcome from its stakeholder engagement as
well as the need to maintain a reputation for high standards of business
conduct and the need to act fairly as between the members of the Company.
Principal Decision 1 Share buyback programme
At the AGM in March 2025, in light of some opposition, primarily from a single
material shareholder (and related interests), the share buyback resolution was
withdrawn from the business of the AGM. As the buyback programme is a key
pillar of the Company's discount management policy, following consultations
with shareholders, the Board decided to convene a General Meeting in May 2025
to put the buyback resolution to a further shareholder vote. In order to
encourage shareholder engagement and give the resolution the best possible
chance to be passed, the Board approved a detailed shareholder analysis which
enabled the Company to mail retail shareholders to inform of the General
Meeting and the significance to them of exercising their right to vote.
Despite the Board's best endeavours, the resolution was defeated by a small
margin due to the continuing opposition of the same significant shareholder.
The defeat of the resolution has meant that the Company has been unable to
purchase its own shares for the majority of the year, leading to a
significant widening of the discount. The Board has explored a number of
options to seek to restore the Company's ability to undertake share buybacks.
In order to best serve the interests of the majority of shareholders, the
Board has concluded that the share buyback resolution at the forthcoming AGM
should be proposed as both a special resolution and an ordinary resolution. In
the event that the special resolution is defeated, the ordinary resolution
will be put to shareholders.
Principal Decision 2 Board Composition and Succession
In light of Mr Roper's decision to retire at the conclusion of the Annual
General Meeting in 2026, a recruitment exercise was undertaken during the
year. As part of this process the Board appointed Nurole, an independent
search consultant. Following a rigorous recruitment process the Board has
appointed Ms Ruth Beechey as a non-executive director. Ms Beechey's
appointment will take effect from the conclusion of the AGM. The Board will
continue to review its composition annually or in the event of any further
changes.
Principal Decision 3 Dividend Policy
The Board continues to operate a progressive dividend policy. The Board has
increased the annual dividend, having paid and recommended dividends totalling
45.0p per share to shareholders for the financial year ended 31st December
2025 (2024: 44.0p).
Principal Decision 4 Remuneration
During the year the Nominations and Remuneration Committee undertook a review
of the level of non-executive Directors' fees. The Committee considered the
level of fees relative to various benchmarks, together with the Company's
performance and the need to attract and retain directors of a high calibre.
The Committee concluded that Directors' fees should be increased with effect
from 1st January 2026 by £1,215 for the Chair of the Audit, Risk and
Compliance Committee, by £1,500 for the Chairman and by £1,075 for each of
the other non-executive directors and that the fees should continue to be
reviewed annually to ensure that the levels of remuneration remain attractive
to current and prospective directors. On the recommendation of the Nominations
and Remuneration Committee the Board considered and approved the proposed
increase in Directors' fees.
Principal Decision 5 Continuing Appointment of the Investment Manager
The Board monitors the Investment Manager's performance against the Company's
investment objective at each Board meeting. In addition, the Management
Engagement Committee meets annually to review the contractual terms of the
Investment Management Agreement and the performance of the Investment Manager.
On the recommendation of the Management Engagement Committee the Board
approved the continuing appointment of the Investment Manager, having
concluded that it is in the best interests of the Company and its
shareholders.
Viability Statement
In accordance with Provision 31 of the 2024 UK Corporate Governance Code, the Directors have assessed the Company's prospects over a period of five years, which is considered an appropriate timeframe for a closed-ended investment trust given the nature of its portfolio, its investment horizon, and the absence of fixed-term liabilities. The Company also uses a five-year time horizon for its strategic planning.
The Board's assessment considered:
■ the Company's business model as an externally managed investment trust;
■ the liquidity, volatility and concentration characteristics of the investment portfolio;
■ projections of income, expenses and cash flows;
■ the continuing programme of risk monitoring;
■ the principal risks and uncertainties faced by the Company;
■ the operational resilience of key outsourced service providers;
■ compliance with investment trust regulatory requirements; and
■ the results of stress testing and scenario analysis, including severe but plausible market downturns, reduced income levels and operational disruption at key suppliers.
The stress tests evaluated the impact of significant falls in market value and prolonged income reductions. The Board also considered reverse stress testing and reviewed the adequacy of mitigation plans.
The following facts support the Directors' view of the viability of the Company:
■ The Company's portfolio comprises marketable smaller UK-listed and AIM traded securities and has short term cash on deposit.
■ The Company does not use gearing.
■ The expenses of the Company were covered three times by investment income in 2025.
Based on this assessment, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period under review.
Shareholder Communication
The Board is committed to maintaining open channels of communication with
shareholders. It is the Chairman's role to ensure effective communication with
the Company's shareholders and it is the responsibility of the Board to ensure
that satisfactory dialogue takes place, based on the mutual understanding of
objectives. The Board remains cognisant of the importance of clear
communications with shareholders and will respond to all reasonable requests
for information or meetings.
The Investment Manager maintains a regular dialogue with existing and
potential investors via investor meetings and events, ensuring that
shareholder perspectives are understood and taken into account in the ongoing
management and strategic development of the Company and reports to the Board.
In the event that shareholders wish to raise issues or concerns with the
Directors, they are welcome to do so at any time via the Company Secretary at
cosec-uk@apexgroup.com. (mailto:uk@apexgroup.com)
These engagement activities are supported by Kepler Partners, which provides
research and digital marketing services and facilitates regular communication
with the investment community through virtual meetings, written materials and
video content. The Company's broker further supports shareholder engagement
through the provision of market intelligence and ongoing dialogue with the
wider investment community.
The Annual Report and half-year results are circulated to shareholders wishing
to receive them and are available on the Company's website. These provide
shareholders with a clear understanding of the Company's portfolio and
financial position. This information is supplemented by the daily calculation
and publication of the NAV per share. JUTM also publishes a monthly factsheet
that can be found on the Company's website, www.jupiteram.com/uk/en/
(http://www.jupiteram.com/uk/en/)
individual/rights-and-issues-investment-trust-plc. Shareholders are encouraged
to ask questions either at the Annual General Meeting or via the Company
Secretary.
Company's Directors and Employees
The number of directors at 31st December 2025 was four (2024: four).
2025 2024
Male Female Male Female
Directors (non-executive) 3 1 3 1
Other Employees 0 0 0 0
The Directors have considered the Strategic Report and believe that taken as a whole it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance and strategy.
The Strategic Report was approved by the Board and signed on its behalf by:
Dr Andrew J. Hosty
Chairman
18th February 2026
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and financial
statements in accordance with applicable United Kingdom law and UK adopted
International Accounting Standards.
The Directors are required to prepare the financial statements for each
financial year which present fairly the financial position, the financial
performance and cash flows of the Company for that period. In preparing those
financial statements the Directors are required to:
■ select suitable accounting policies in accordance with UK adopted
International Accounting Standard 8 Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
■ make judgments and 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 of UK adopted International Accounting Standards is insufficient
to enable users to understand the impact of particular transactions, other
events and conditions on the Company's financial position and financial
performance;
■ state that the Company has complied with UK adopted International
Accounting Standards subject to any material departures disclosed and
explained in the financial statements; and
■ prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the financial statements comply
with the Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Directors' Report, Strategic Report and Directors' Remuneration
Report that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Visitors to the website need to be aware that legislation in the UK governing
the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors consider that the Annual Report and financial statements taken
as a whole are fair, balanced and understandable and provide shareholders with
the information necessary to assess the Company's position and performance,
business model and strategy.
The Directors confirm that to the best of their knowledge:
■ the financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
■ the Strategic Report includes a fair review of the development and
performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that it faces.
Dr A. J. Hosty
Chairman
18th February 2026
Statement of Comprehensive Income
for the year ended 31st December 2025
Notes
Year ended 31st December 2025 Year ended 31st December 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment income 2 3,403 - 3,403 3,313 - 3,313
Other operating income 2 120 - 120 108 - 108
3,523 - 3,523 3421 - 3,421
Gains on fair value through profit or loss assets 10 - 2,392 2,392 - 9,706 9,706
Total income 3,523 2,392 5,915 3421 9,706 13,127
Expenses
Investment management fee 3 603 - 603 672 - 672
Other expenses 4 565 1 566 522 131 653
1,168 1 1,169 1,194 131 1,325
Profit before finance costs and taxation 2,355 2,391 4,746 2,227 9,575 11,802
Finance costs - - - - - -
Profit before tax 2,355 2,391 4,746 2,227 9,575 11,802
Tax 6 - - - - - -
Profit for the year 2,355 2,391 4,746 2,227 9,575 11,802
Return per Ordinary share 8 49.2p 49.9p 99.1p 42.1p 181.2p 223.3p
The revenue and capital columns, including the revenue and capital earnings
per Ordinary Share, are supplementary information prepared under guidance
published by the AIC.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the period. All
income is attributable to the equity holders of the Company.
The Company does not have any other comprehensive income. Therefore no
separate Statement of Comprehensive Income has been presented.
The total column represents the statement of comprehensive income of the
Company.
The accompanying notes form part of these financial statements.
Statement of Financial Position
as at 31st December 2025
31st December 31st December
2025 2024
Notes £'000 £'000
Non-current assets
Investments - fair value through profit or loss 10 121,511 121,285
Current assets
Other receivables 12 442 457
Cash and cash equivalents 13 2,809 1,893
3,251 2,350
Total assets 124,762 123,635
Current liabilities
Other payables 14 287 488
Total assets less current liabilities 124,475 123,147
Net assets 124,475 123,147
Equity
Called up share capital 15 1,195 1,210
Capital redemption reserve 16 1,060 1,045
Retained reserves:
Capital reserve 16 101,898 81,693
Revaluation reserve 16 17,369 36,483
Revenue reserve 16 2,953 2,716
Total equity 124,475 123,147
Net asset value per share
Ordinary shares 17 2,603.7p 2,543.4p
The accompanying notes form part of these financial statements.
The financial statements were approved by the Board and authorised for issue
on 18th February 2026. They were signed on its behalf by:
Dr A. J. Hosty
Chairman
Statement of Changes in Equity
for the year ended 31st December 2025
Share capital Capital Redemption Capital reserve Revaluation reserve Revenue reserve Total
£'000 reserve £'000 £'000 £'000 £'000
£'000
For the year ended 31st December 2025
Balance at 31st December 2024 1,210 1,045 81,693 36,483 2,716 123,147
Profit for the year - - 21,505 (19,114) 2,335 4,746
Total recognised income and expense 1,210 1,045 103,198 17,369 5,071 127,893
Ordinary shares bought back and cancelled* (15) 15 (1,300) - - (1,300)
Dividends (Note 7) - - - - (2,118) (2118)
Balance at 31st December 2025 1,195 1,060 101,898 17,369 2,953 124,475
Share capital Capital Redemption Capital reserve Revaluation reserve Revenue reserve Total
£'000 reserve £'000 £'000 £'000 £'000
£'000
For the year ended 31st December 2024
Balance at 31st December 2023 1,405 850 84,416 41,873 2,815 131,359
Profit for the year - - 14,965 (5,390) 2,227 11,802
Total recognised income and expense 1,405 850 99,381 36,483 5,042 143,161
Ordinary shares bought back and cancelled* (195) 195 (17,688) - - (17,688)
Dividends (Note 7) - - - - (2,326) (2,326)
Balance at 31st December 2024 1,210 1,045 81,693 36,483 2,716 123,147
The accompanying notes form part of these financial statements.
*Share buyback amounts above the nominal value are taken out of the Capital
Reserve.
Dividends paid were paid from the revenue reserve.
Cash Flow Statement
for the year ended 31st December 2025
Notes 31st December 2025 31st December 2024
£'000 £'000
Cashflows from operating activities
Profit before tax 4,746 11,802
Adjustments for:
Gains on investments (2,392) (9,706)
Purchases of investments 10 (34,648) (23,495)
Proceeds on disposal of investments 10 36,814 41,910
Operating cash flows before movements in working capital 4,520 20,511
Decrease in receivables 15 99
(Decrease)/increase in payables (201) 62
Net cash from operating activities before income tax 4,334 20,672
Net cash flows from operating activities 4,334 20,672
Cashflows from financing activities
Ordinary shares bought back (1,300) (17,504)
Dividends paid 7 (2,118) (2,326)
Net cash used in financing activities (3,418) (19,830)
Net increase in cash and cash equivalents 916 842
Cash and cash equivalents at beginning of year 1893 1,051
Cash and cash equivalents at end of year 2,809 1,893
The net cash flows from operating activities includes cash flows of
£3,406,000 from dividend income (2024: £3,414,000) and £120,000 from
interest income (2024: £108,000).
The accompanying notes form part of these financial statements.
Notes to the Financial Statements
for the year ended 31st December 2025
1. Reporting Entity
Rights and Issues Investment Trust PLC is a closed-ended investment company,
registered in England and Wales on 2nd October 1962 with Company number
00736898. The Company's registered office is Hamilton Centre, Rodney Way,
Chelmsford CM1 3BY. Business operations commenced on 28th July 1966 when the
Company's shares were admitted to trading on the London Stock Exchange. The
Company invests primarily in a portfolio of equity securities with an emphasis
on smaller companies. UK smaller companies will normally constitute at least
80% of the investment portfolio. UK smaller companies include those listed on
either the London Stock Exchange or the Alternative Investment Market ("AIM").
Details of the Directors, Investment Manager and Advisors can be found on page
64 of the Annual Report.
The financial statements of the Company are presented for the year ended 31st
December 2025 and were authorised for issue by the Board on 18th February
2026.
Basis of Accounting
The financial statements have been prepared in accordance with UK-adopted
international accounting standards and the applicable legal requirements of
the Companies Act 2006.
In preparing these financial statements, the Directors have considered the
impact of climate change risk and concluded there was no impact as the values
of investments are based on market quoted prices and therefore reflect market
participants view of climate change risk. None of the Company's other assets
and liabilities are considered to be potentially impacted by climate change.
Under UK-adopted international accounting standards, the AIC Statement of
Recommended Practice "Financial Statements of Investment Trust Companies and
Venture Capital Trusts" ("SORP") issued in July 2022 has no formal status, but
the Company adheres to the guidance of the SORP unless its requirements
contravene those of UK-adopted international accounting standards.
Going concern
The financial statements have been prepared on a going concern basis. In
forming this opinion, the Directors have considered the general economic
backdrop, the potential impact of geopolitical risks on the going concern and
viability of the Company. In making their assessment, the Directors have
reviewed income and expense projections and the liquidity of the investment
portfolio, and considered the mitigation measures which key service providers,
including the Investment Manager, have in place to maintain operational
resilience.
The Directors have a reasonable expectation that the Company has adequate
operational resources to continue in operational existence for at least twelve
months from the date of approval of these financial statements and up to 18th
February 2027. Further information on the Company's going concern can be found
on page 26 of the Annual Report.
Significant accounting policies
a. Accounting convention
The accounts are prepared under the historical cost basis, except for the
measurement of fair value of investments.
b. Adoption of new IFRS standards
There have been minor amendments to IAS 1 and 7 and IFRS 7 and 16 which were
effective for annual periods beginning on or after 1st January 2026 and have
not had any material impact on the accounts. Amendments to IAS 21 (The Effects
of Changes in Foreign Exchange Rates) are effective for annual periods
beginning on or after 1st January 2025 and are not anticipated to have any
material impact on the accounts.
c. Income
Dividend income is included in the financial statements on the ex-dividend
date. All other income is included on an accruals basis.
d. Expenses
The Company's policy is to expense transaction costs on acquisition/disposal
through the gains on investment at fair value through profit or loss. All
other expenses are accounted for on an accruals basis and charged through the
revenue account.
e. Taxation
The charge for taxation is based on the net revenue for the year. Deferred
taxation is recognised in respect of all temporary differences that have
originated but not reversed at the balance sheet date to which there are none
(2024: none). Investment trusts which have approval under section 1158 of the
Corporation Tax Act 2010 are not liable for taxation on capital gains.
f. Dividends
Dividends payable to shareholders are recognised in the financial statements
when they are paid or, in the case of final dividends, when they are approved
by the shareholders.
g. Cash and cash equivalents
Cash comprises cash in hand and deposits payable on demand. Cash equivalents
are short-term highly liquid investments that are readily convertible to known
amounts of cash.
h. Investments
Investments are classified as fair value through profit or loss as the
Company's business is investing in financial assets with a view to profiting
from their total return in the form of interest, dividends or capital growth.
Changes in the value of investments held at fair value through profit or loss
and gains and losses on disposal are recognised in the Income Statement as
"Gains or losses on investments held at fair value through profit or loss".
Also included within this heading are transaction costs in relation to the
purchase or sale of investments.
All investments, classified as fair value through profit or loss, are
further categorised into the following fair value hierarchy:
Level 1 - Unadjusted prices quoted in active markets for identical assets and
liabilities.
Level 2 - Having inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (ie as prices) or
indirectly (ie derived from prices).
Level 3 - Having inputs for the asset or liability that are not based on
observable data.
Investments traded on active stock exchange markets are valued at their fair
value, which is determined by the quoted market bid price at the close of
business at the balance sheet date. Where trading in a security is suspended,
the investment is valued at the Board's estimate of its fair value.
The unquoted investment is valued by the Board at fair value using the
International Private Equity and Venture Capital Valuation Guidelines.
Judgments, estimates or assumptions
The Directors have reviewed matters requiring judgments, estimates or
assumptions. The preparation of the financial statements require management
to make judgments, estimates or assumptions that affect the amounts reported
for assets and liabilities as at the year end date and the amounts reported
for revenue and expenses during the year. However, the nature of the estimate
means that actual outcomes could differ from those estimates. No significant
judgments, estimates or assumptions have been made in the preparation of these
financial statements.
2. Income
2025 2024
£'000 £'000
Income from investments
Franked investment income 3,403 3,313
Other operating income
Deposit interest 120 108
Total income 3,523 3,421
Total income comprises:
Dividends 3,403 3,313
Interest 120 108
3,523 3,421
Income from investments
UK 3,246 3,313
AIM traded 157 -
3,403 3,313
3. Investment Management fee
2025 2024
£'000 £'000
Investment management fee 723 806
Operating expenses rebate (120) (134)
Total 603 672
Following the appointment of Jupiter as Investment Manager on 3rd October 2022
a management fee is payable quarterly to the Investment Manager on the
following basis:
0.60% per cent per annum on the Company's NAV up to and including £200
million.
0.50% per cent per annum on the Company's NAV in excess of £200 million.
An operating expenses cap (rebate) will be applied, in respect of each
financial year by means of a balancing charge, which will reduce the
management fee payable to the Investment Manager with respect to the quarter
ending 31st March of the following financial year. It will apply for a period
of 5 years with effect from 3rd October 2022. The operating expenses cap will
not apply to the extent that the management fee would be less than 0.50% of
the Company's average daily NAV during any financial year. The Manager and
the Board will review the operating expenses cap at least annually to
determine whether the level of the cap remains appropriate.
4. Other Expenses
2025 2024
£'000 £'000
Staff costs (note 5) 6 7
Non-executive Directors' fees 134 128
Administration fees 85 94
Auditor's remuneration
- Audit 66 66
Secretarial services 74 58
Other 200 169
565 522
Capital expenses 1 131
Total 566 653
5. Staff Costs and Directors' Remuneration
2025 2024
£'000 £'000
Social security costs 6 7
Total 6 7
2025 2024
£'000 £'000
Directors' emoluments 134 128
134 128
6. Taxation
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Corporation tax at 25% (2024: 25%) - - - - - -
Profit before tax 2,355 2,391 4,746 2,227 9,575 11,802
Tax on profit at effective rate 25% (2024: 25%) 589 598 1,187 557 2,394 2,951
Factors affecting the recovery/charge for the year:
Income not taxable (851) - (851) (828) - (828)
Capital items not taxable - (598) (598) - (2,427) (2,427)
Unutilised losses 262 - 262 271 33 304
Current tax charge for the year - - - - - -
At the year end there is a potential deferred tax asset of £2,748,314 (2024:
£2,486,287) in relation to surplus management expenses of £10,993,257 (2024:
£9,945,149). It is unlikely that the Company will generate sufficient taxable
profits in the future to utilise these expenses and therefore no deferred tax
asset has been recognised in the year. The Company has not provided for
deferred tax on capital gains or losses arising on the revaluation or disposal
of investments as it is exempt from tax on these items because of its status
as an investment trust company.
Factors that may affect future tax charges
The Company has not recognised any deferred tax asset arising as a result of
having unutilised management expenses. These expenses will only be utilised if
the tax treatment of the Company's income and capital gains changes or if the
Company's investment profile changes.
7. Dividends
Amounts recognised as distributions to equity holders in the year:
2025 2024
£'000 £'000
Ordinary (Paid)
Final dividend for the year ended 31st December 2024 of 32.00p per share 1,532 1,702
(year ended 31st December 2023: 31.25p)
Interim dividend for the year ended 31st December 2025 of 12.25p per 586 624
share (year ended 31st December 2024: 12p)
2,118 2,326
2025 2024
£'000 £'000
Ordinary (Proposed)
Final dividend payable for the year ended 31st December 2025 of 32.75p 1,566 1,537
per share (year ended 31st December 2024: 32.00p)
The final dividend is subject to approval by shareholders at the Annual
General Meeting and has not been included as a liability in these financial
statements.
Set out below is the total dividend paid and payable in respect of the
financial year, which is the basis on which the requirements of section 1158
of the Corporation Tax Act 2010 are considered.
2025 2024
£'000 £'000
Revenue available for distribution by way of dividend for the year 2,355 2,227
Interim dividend for the year ended 31st December 2025 of 12.25p per share (586) (624)
(year ended 31st December 2024: 12p)
Proposed final dividend for the year ended 31st December 2025 of 32.75p per (1,566) (1,537)
share
(year ended 31st December 2024: 32.00p)
Net addition to Revenue reserve 203 66
8. Return per Ordinary Share
2025 2024
£'000 £'000
Return attributable to equity shareholders
Revenue return 2,355 2,227
Capital return 2,391 9,575
4,746 11,802
p p
Revenue return per share 49.2 42.1
Capital return per share 49.9 181.2
99.1 223.3
Return by share is calculated using the weighted average number of income
shares in issue during the year of 4,788,055 (2024: 5,249,524).
9. Investments
Analysis of the investments
The number of companies or institutions in which equities, convertibles or
fixed interest securities were held was 25 (2024: 22).
2025 2024
£'000 % £'000 %
Equity Groups
Basic Materials
Chemicals - - 6,232 5.14
Industrial Metals and Mining 8,058 6.63 7,544 6.22
Consumer Discretionary
Leisure Goods 106 0.09 1,397 1.15
Energy
Oil, Gas and Coal 5,000 4.11 - -
Financials
Finance and Credit Services 6,835 5.63 5,666 4.67
Investment Banking and Brokerage Services 15,378 12.66 9,221 7.60
Industrials
Construction and Materials 14,897 12.26 5,348 4.41
Electronic and Electrical Equipment 16,291 13.41 14,698 12.12
General Industrials 4,622 3.80 7,587 6.25
Industrial Support Services 13,193 10.86 6,729 5.55
Industrial Transportation 5,287 4.35 7,665 6.32
Technology
Software and Computer Services 5,711 4.70 - -
Telecommunications
Telecommunications Equipment 5,000 4.11 - -
Utilities
Electricity 5,413 4.45 7,387 6.09
AIM Traded Stocks 15,689 12.91 41,780 34.45
Unlisted 31 0.03 31 0.03
Total UK 121,511 100.00 121,285 100.00
10. Investments held at fair value through profit or loss
2025 2024
£'000 £'000
Investments listed on a recognised investment exchange
UK equity listed investments at fair value 105,791 79,474
AIM traded stocks 15,689 41,780
Unlisted stock 31 31
121,511 121,285
Listed Total Total
2025 AIM traded/ Unlisted 2025 2024
£'000 2025 £'000 £'000
£'000
Opening book cost 71,755 13,047 84,802 88,121
Opening unrealised appreciation 21,275 15,208 36,483 41,873
Opening valuation 93,030 28,255 121,285 129,994
Movement in the year:
Purchases at cost 34,648 - 34,648 23,495
Sales - proceeds (19,523) (17,291) (36,814) (41,910)
Sales - realised gains on sales 10,492 11,014 21,506 15,096
Decrease/(increase) in unrealised appreciation (12,856) (6,258) (19,114) (5,390)
Closing valuation 105,791 15,720 121,511 121,285
Closing book cost 97,372 6,770 104,142 84,802
Closing unrealised appreciation 8,419 8,950 17,369 36,483
105,791 15,720 121,511 121,285
Realised gains on sales 10,492 11,014 21,506 15,096
Decrease in unrealised appreciation (12,856) (6,258) (19,114) (5,390)
Gains on investments (2,364) 4,756 2,392 9,706
The Company received £36,814,000 (2024: £41,910,000) from investments sold
in the year. The book cost of these investments when they were purchased was
£15,308,000 (2024: £15,05,000) These investments have been revalued over
time and until they were sold any unrealised gains/losses were included in the
fair value of investment.
With the exception of the delisted stock which is a Level 3 asset, the
Company's investments are Level 1 assets under the definition of IFRS 7 and
comprise equity listed and AIM traded investments classified as held at fair
value through profit or loss.
During the year transaction costs of £172,477 were incurred on the
acquisition of investments (2024: £75,583). Costs relating to disposals of
investments during the year amounted to £35,499 (2024: £19,154). All
transaction costs have been included within the capital column of the Income
Statement.
11. Significant Interests in Investee Companies
The Company has a holding of 3% or more that is material in the context of the
financial statements in the following investments as at 31st December 2025:
Name % holding
Elecosoft 4.8
Macfarlane Group 4.1
12. Other Receivables
2025 2024
£'000 £'000
Amounts due from brokers - 2
Prepayments and accrued income 442 455
442 457
13. Cash and cash equivalents
2025 2024
£'000 £'000
Cash at bank 1,009 1,893
Cash equivalent 1,800 -
2,809 1,893
14. Other payables
2025 2024
£'000 £'000
Accruals 287 304
Outstanding share buybacks - 184
287 488
15. Share Capital
2025 2024
£'000 £'000
Allotted, Called Up and Fully Paid
4,780,643 Ordinary shares of 25p each (2024: 4,841,803) 1,195 1,210
Number of Ordinary
shares
2025
Balance at beginning of year 4,841,803
Ordinary shares bought back and cancelled (61,160)
4,780,643
16. Reserves
2025
Capital redemption reserve Capital Revaluation reserve Revenue reserve
reserve
£'000*
£'000 £'000
£'000
Beginning of year 1,045 81,693 36,483 2,716
Ordinary shares bought back and cancelled 15 (1,300) - -
Decrease in unrealised appreciation - - (19,114) -
Net gains on realisation of investments - 21,519 - -
Expenses - (14) - -
Profit for year - - - 2,355
Dividends - - - (2,118)
End of year 1,060 101,898 17,369 2,953
2024
Capital redemption reserve Capital Revaluation reserve Revenue reserve
reserve
£'000*
£'000 £'000
£'000
Beginning of year 850 84,416 41,873 2,815
Ordinary shares bought back and cancelled 195 (17,688) - -
Decrease in unrealised appreciation - - (5,390) -
Net gains on realisation of investments - 15,096 - -
Expenses - (131) - -
Profit for year - - - 2,227
Dividends - - - (2,326)
End of year 1,045 81,693 36,483 2,716
*The nominal value of Ordinary share capital purchased and cancelled is
transferred out of called-up share capital and into the capital redemption
reserve. Capital redemption reserve is not available for the payments of
dividends.
The capital reserve represents realised profits and losses arising on the
disposal of investments. The revaluation reserve represents unrealised
profits and losses arising on the revaluation of investments held. The
revenue reserve represents accumulated revenue less the distributions paid.
Both the capital reserve and revenue reserve together represent the total
distributable reserves at the year end.
17. Net Asset Value per share
The net asset value per Ordinary share calculated in accordance with the
Articles of Association was as follows:
Net asset value per Net asset value
Ordinary share attributable attributable
2025 2024 2025 2024
p p £'000 £'000
Ordinary shares 2603.7 2543.4 124,475 123,147
The movements during the year attributable to each class of share were as
follows:
Ordinary Ordinary
shares shares
2025 2024
£'000 £'000
Total net assets at beginning of year 123,147 131,359
Shares bought back and cancelled (1,300) (17,688)
Total recognised gains for the year 2,391 9,575
Transfer to reserves 237 (99)
Total net assets attributable at end of year 124,475 123,147
Number of shares in issue 4,780,643 4,841,803
Subject to the provisions of the Companies Act 2006 the Company may repurchase
its own shares and then cancel them, reducing the freely traded shares ranking
for dividends and enhancing returns and earnings per Ordinary Share to the
remaining Shareholders. When the Company repurchases its shares, it does so at
a total cost below the prevailing NAV per share.
The estimated percentage added to the NAV per share as a result of buybacks of
0.2% (2024: 1.8%) is derived from the repurchase of shares in the market at a
discount to the prevailing NAV at the point of repurchase. The shares were
bought back at a weighted average discount of 19.5% (2024: 11.4%).
2025 2024
Weighted average discount of buybacks 13.3% 11.4% a
Percentage of shares bought back 1.3% 13.9% b
NAV accretion from buyback 0.2% 1.8% (a*b)/(100-b)
18. Related Party Transactions
Fees payable during the year to the Directors and their interests in shares of
the Company are considered to be related party transactions. Details are
disclosed within the Directors' Remuneration Report on pages 35 to 38 of the
Annual Report and Accounts. The balance of fees due to Directors at the year
end was £nil (2024: £nil).
The Company has an agreement with Jupiter Unit Trust Managers Limited for the
provision of Investment Management services. Details of fees earned during the
year and balances outstanding at the year end are disclosed in note 3.
19. Financial assets and liabilities
The Company's financial assets and liabilities comprise securities, cash
balances and debtors and creditors that arise from its operations, for
example, in respect of sales and purchases awaiting settlement and debtors for
accrued income.
The investment policy and objectives of the Company are stated on page 2 of
the Annual Report and Accounts.
As an investment trust, the Company invests in securities for the long term.
Accordingly it is and has been throughout the year under review, the Company's
policy that no short term trading in investments or other financial
instruments should be undertaken.
The main risks arising from the Company's financial instruments are market
price risk, liquidity risk and credit risk. The Board's policy for managing
these risks is summarised below. These policies have remained unchanged since
the beginning of the year to which these financial statements relate.
Market price risk
Market price risk arises from uncertainty about future prices of financial
instruments held. It represents the potential loss the Company might suffer
through holding market positions in the face of price movements. Market Risk
comprises other price risk and interest rate risk.
Other price risk
The Board meets at least quarterly to consider the asset allocation of the
portfolio in order to minimise the risk associated with industry sectors. The
Investment Manager has responsibility for monitoring the existing portfolio
selected in accordance with the Company's investment objectives and seeks to
ensure that individual stocks meet an acceptable risk-reward profile.
Company's exposure to changes in market prices as at 31st December 2025 on its
quoted equity investments was £121,480,000 (2024: £121,254,000).
If the price of the investments held increased or decreased by 10%, with all
other variables held constant, the net assets attributable to Shareholders
would increase or decrease by approximately £1,215,100 (2024: £1,212,500).
Interest rate risk
The Company has limited exposure to Interest Rate risk on the underlying
investments held. The only exposure to interest rate risk is from cash and
cash equivalents of £2,809,000 (2024: £1,893,000).
If the value of the Sterling Overnight Index Average (SONIA) increased or
decreased by 10%, with all other variables held constant, then the net assets
attributable to Shareholders would increase or decrease by approximately
£280,900 (2024: £189,300).
Liquidity risk
Liquidity risk is not considered significant. All liabilities are payable
within three months. The company's assets comprise mainly readily realisable
securities which can be sold to meet funding requirements if necessary. The
Company currently holds one unquoted security, Dyson, which is not quoted on
the London Stock Exchange or AIM.
Credit risk
Credit risk is the failure of the counterparty to a transaction to discharge
its obligations which could result in the Company suffering a loss. At the
year end the Company's maximum exposure to credit risk was as follows:
2025 2024
£'000 £'000
Receivables 442 457
Cash and cash equivalents 2,809 1,893
3,251 2,350
The risk is managed by dealing only with brokers and banks which have
satisfactory credit ratings and are approved by the Audit, Risk and Compliance
Committee.
Financial assets and liabilities
Financial assets and liabilities are either measured at fair value or at
amortised cost, which is a reasonable approximation of fair value.
Valuation of financial instruments
IFRS 13 requires the Company to classify fair value measurements using a fair
value hierarchy that reflects the significance of inputs used in making the
measurements. The valuation techniques used by the Company are explained in
the accounting policies note 1h Investments.
The fair value hierarchy has the following levels:
Level 1 - Unadjusted prices quoted in active markets for identical assets and
liabilities.
Level 2 - Having inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (ie as prices) or
indirectly (ie derived from prices).
Level 3 - Having inputs for the asset or liability that are not based on
observable data.
31st December 2025 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
UK Equity Listed 105,791 - -
105,791
AIM traded stocks 15,689 - -
15,689
Unlisted stock - - 31
31
Net fair value 121,480 - 31
121,511
31st December 2024 Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
UK Equity Listed 79,474 - -
79,474
AIM traded stocks 41,780 - -
41,780
Unlisted stock - - 31
31
Net fair value 121,254 - 31
121,285
There were no transfers between Level 1 and Level 2 during the period.
The fair value of the Company's investment in Dyson which is classified above
as Level 3, is determined using the outsourced provider S&P Global with
their valuation techniques and price assessed and agreed by the governance
process in place by the Unlisted Assets Valuation Committee of the Investment
Manager and ratified by the Board.
20. Capital Management Policies and Procedures
The Company's capital comprises the equity share capital, share premium and
reserves as shown in the Statement of Financial Position.
The Board, with the assistance of the Investment Manager, monitors and reviews
the broad structure of the Company's capital on an ongoing basis. This review
includes:
• The need to buy back Ordinary shares, either for cancellation or to
hold in treasury, which takes account of the difference between the net asset
value per share and the share price (i.e. the level of share price discount or
premium); and
• The extent to which revenue in excess of that which is required to be
distributed should be retained. During the period, the Company complied with
the externally imposed capital requirements:
• As a public company, the Company has a minimum share capital of
£50,000; and
• In order to be able to pay dividends out of profits available for
distribution, the Company has to be able to meet one of the two capital
restriction tests imposed on investment companies by Company law.
21. Post Balance Sheet Events
There are no post balance sheet events to report.
A copy of the Company's Annual Report for the year ended 31st December 2025
will shortly be available to view and download from the Company's website
www.jupiteram.com/uk/en/individual/rights-and-issues-investment-trust-plc.
(http://www.jupiteram.com/uk/en/individual/rights-and-issues-investment-trust-plc)
Printed copies of the Annual Report will be sent to those shareholders
electing to receive hard copies shortly. Additional copies may be obtained
from the Company Secretary - Apex Fund Administration Services (UK) Limited,
Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY.
The Annual General Meeting of the Company will be held in the Zig Zag
Building, 70 Victoria Street, London SW1E 6SQ on 26th March 2026, at 12 noon.
END
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