Chair’s statement

“The past year re-affirmed that RICL can combine owning ‘shock resistance with satisfactory returns in the meantime’. The Board continues to have confidence that RICL has an important role to play in investors’ portfolios during these uncertain times.”

Overview

The investment performance of Ruffer Investment Company Limited (RICL or ‘the Company’) improved significantly in the second half of the financial year. 2024/2025 marked the Company’s strongest NAV total return (NAV TR) and share price total return for the past three financial years. This positive performance was particularly notable considering the volatile market conditions.

In 2024/2025, the Board has been focused on enhancing shareholder value. A key action was a significant share buyback programme, totalling 15.6% of the shares outstanding at the beginning of the financial year. This represents a substantial increase on the previous financial year, when 6.7% of the share capital was repurchased. Since the first share repurchase in August 2023, the Company has bought back nearly 23% of its shares outstanding. A second key action has been Ruffer LLP’s (‘Ruffer’ or ‘the Investment Manager’) improved direct-to-consumer marketing strategy. Both of these initiatives, which I examine in greater detail below, are designed to counter the continuing discount of the share price relative to NAV per share. It was therefore pleasing that the discount of the share price to NAV per share narrowed in 2024/2025, after widening in the two previous financial years. The reduction in the discount enhanced share price returns beyond the gain in NAV TR.


Nicholas Pink

Chair

NAV total returns versus volatility

July 2004 to June 2025

Source: Morningstar, Ruffer, data July 2004 to June 2025. Constituents Ruffer Investment Company, RIT Capital Partners, Capital Gearing, Personal Assets, BH Macro, Twice Bank Rate, FTSE All-Share, FTSE World Government Bond Index. BH Macro data is from 2007. Volatility is not a complete measure of risk but provides a basis for comparison

Key performance indicators (KPIs)

The Company has seven KPIs, which are detailed on page 2 of the Annual Report.

Investment performance in the financial year 2024/2025 was a classic game of two halves. The second half saw strong performance, offsetting broadly flat performance in the first six months. NAV TR over the 12 months to 30 June 2025 was +5.3%. The discount of the share price to NAV per share narrowed to 3.4% at 30 June 2025 (from 5.0% at 30 June 2024); consequently, the share price total return over the same period was higher at +7.3%.

The Company’s performance therefore met the aim to generate consistent positive returns, however financial markets are performing, but fell slightly short of the Company’s objective of twice the Bank of England base rate (9.8% in 2024/2025).

The Board carefully evaluates the performance of the Investment Manager over a range of time periods. While one‑year performance improved, Ruffer’s performance over the past three‑year period is below the Company’s objective. However, the Board strongly believes that the investment industry’s focus on such short time periods doesn’t allow for a manager’s capabilities to be fully reflected.

Over the past five years, the Investment Manager’s performance has broadly matched the Company’s objective; and over ten years, Ruffer has exceeded the objective of twice the Bank of England base rate. Over the entire 21 years since inception to 30 June 2025, the Company has delivered annualised NAV TR per share of 6.8%, exceeding the objective of 3.9%. This has been achieved with lower volatility than equities and bonds, as shown in the chart above.

The Company’s annualised dividend yield on 30 June 2025 was 2.1%, an increase from 1.4% at the end of the previous financial year, due to higher revenue from the portfolio.

Despite the reduction in the Company’s size due to substantial share buybacks, which more than offset gains from investments, the ongoing cost ratio remained stable at 1.07% (1.06% in the 2023/2024 financial year). The Board has carefully evaluated both the management fee and other costs and believes they are competitive.

Investment performance

In recent Annual and Interim Reports, the Investment Manager argued that markets were discounting a goldilocks scenario for US bonds and equities and warned that this was too complacent given the risks. The Investment Manager forecast three potential paths ahead: a continued US-led equity rally, a significant equity market sell-off, or a rotation within markets. Markets in 2024/2025 were so volatile as investors held all three views at different times.

The outstanding aspect of RICL’s performance in the past year has been the ability to achieve positive returns amidst such diverse market regimes while retaining the necessary protection to offset market falls. This was achieved by Ruffer through a combination of three factors:

First, asset allocation has been dynamic, with careful optimisation of the allocation to equities, short-term bonds, commodities and inflation-linked bonds. For example, the gross allocation to equities has varied between 23% and 35% but the net allocation after accounting for derivative positions has fluctuated between 0% and 48%.

Second, long-held contrarian positions in unloved ‘ugly duckling’ assets have been rewarded. For example, China equities, UK equities and the yen have all delivered positive returns.

Third, unconventional assets held to protect the portfolio against market downturns have paid off during equity market sell-offs in August 2024 and April 2025. This helped RICL achieve positive NAV returns during these market squalls.

One aspect of RICL’s portfolio that continues to attract questions from shareholders is the Company’s trading of derivatives and ownership of specialist third-party hedge funds which typically use credit and derivatives. A financial derivative is a contract between two parties that derives its value from an underlying asset, such as stocks, bonds, commodities or currencies. It is essentially a play on the future price movement of the underlying asset. While derivatives have become increasingly common in the investment company sector as an alternative to bank debt, Ruffer typically uses them – along with funds – not just for hedging against risks, but also to profit from price movements and to amplify gains with relatively small investments. Examples of their use in the past year have included options to benefit from spikes in equity volatility, options to benefit from both rises and falls in equity price levels and ownership of funds which benefit in market sell-offs. The trading is undertaken directly by Ruffer’s dedicated protection team or via investment in funds managed by specialist third-party managers.

Risk is overseen by Ruffer’s risk team. Although Ruffer has used derivatives since 2008, it is by no means axiomatic that it does so. However, in a period in which bond-equity correlations are positive, bonds may not offer insurance against equity market falls and unconventional protection via derivatives may be needed to help the Company to meet its objective. The closed-ended status of RICL is an ideal structure to own strategies such as the third-party funds, given their illiquidity. These strategies are also a source of differentiation for retail shareholders, as they are typically only available to larger clients at a higher cost.

Although in individual periods the attribution from derivatives and third-party funds may be positive or negative, the Board believes the way to assess their success is via the Company’s NAV TR, as all activity is conducted as part of overall asset allocation to achieve the Company’s objective.

More detail about investment performance can be found in the Investment Manager’s report on pages 12 to 37.

Fund managers

Alex Chartres and Ian Rees joined Jasmine Yeo as joint fund managers of the portfolio, following Duncan MacInnes’s departure in February 2025. Management of the portfolio is unchanged in operational terms, with close collaboration between the fund managers and the Chief Investment Officer, including regular updates to the Board. The fund managers have also maintained strong relationships with the Company’s largest shareholders.

Jonathan Ruffer, Chairman of Ruffer LLP, announced his retirement on 30 September 2025. He was Founder and Chief Executive of Ruffer LLP (1994-2012), and Investment Manager of RICL (2004-2012). Henry Maxey takes over as Chairman on 1 January 2026, retaining his role as co-CIO. Whilst Jonathan has not had day-to-day involvement in RICL for a decade, his wisdom and contrarian thinking are hallmarks of the firm he founded. The Board thanks Jonathan for his distinguished service and wishes him well in his retirement.

Earnings and dividends

The Company’s earnings per share of 12.61p for the 12 months to 30 June 2025 was split between 5.78p of revenue and 6.83p of capital (2.69p in 2023/2024, split 5.48p of revenue and capital losses of 2.79p). The Company continues to invest for total return, which gives the Investment Manager the flexibility to own any asset consistent with achieving the Company’s objective. Consequently, revenue is not the primary goal but rather a by-product of the investment portfolio.

The Board is committed to distributing at least 85% of revenue earned in any given year. Having paid an interim dividend of 2.85p in April 2025 (2.0p in 2023/2024), the Company has declared a second interim dividend of 3.35p on 1 October 2025 (3.1p in 2023/2024). The dividend will be paid on 24 October 2025. The remaining balance of revenue earned has been retained to add to the revenue reserve (£18.3 million or 6.1p per share at 30 June 2025), which may be used, where the Board believes it appropriate, to cushion dividends against future fluctuations in revenue per share.

Discount/premium management

In 2024/2025 the RICL share price traded at a discount to NAV per share for the third consecutive year. The Board believes that in the long run, the solution to the current discount is better investment performance via NAV TR. In the short run, the Board will take action to enhance shareholder value and manage the difference between the share price and NAV per share. The Board has taken successively stronger measures over the past two years with the volume of the share buyback increasing significantly.

The Board’s discount policy is, around a mid-single digit discount, to assess with the Broker the market position in the shares: who are the sellers and buyers and what are their reasons; what are the volumes which are moving the share price significantly relative to the average liquidity levels; where are and what constitutes potential buyers and at what price level. The Investment Manager is not apprised of this discussion because of potential conflict of interest.

The Board makes its own independent judgement on whether it deems the discount to be a temporary aberration or a longer‑term signal for which action other than a share buyback may be required. The objective of the buyback and other measures is to make money for remaining shareholders by adding to the NAV per share, to bring the share price closer to the NAV per share and to help provide liquidity in the shares.

The policy has resulted in the buyback of 55.8 million shares at a cost of £153.5m in the 12 months to 30 June 2025, representing 15.6% of the share capital at the beginning of the period. The buyback occurred at an average discount of 4.72% and has enhanced NAV per share by 2.51p or 0.8%. Since 30 June 2025, the Company has bought back a further 5.4 million shares or 1.8% of the Company’s shares in issue on 30 June 2025. Measured in terms of aggregate spend, the Company buyback is one of the largest in the investment company sector in the past year.

The Board is committed to retaining the tools necessary to implement this policy. If the future rate of share buyback means that the buyback authority granted at the 2024 AGM is fully utilised before the next AGM in December 2025, the Board will seek shareholder approval for a renewal ahead of the AGM. In addition, the Board revised its Articles at the 2024 AGM to allow for the operation of a tender mechanism at any time it chooses, if the Board determines it to be necessary.

Marketing

At the end of 2024, Ruffer launched a marketing strategy for RICL’s direct-to-consumer shareholders. Retail shareholders, who own a significant proportion (c.30%) of the Company directly or via investment platforms, are the primary focus of this strategy.

The first results of this strategy included a revised website for RICL, organised meetings between the fund managers and the financial press and platform buy-side analysts, direct advertising in relevant finance publications, and plans to write to shareholders on investment platforms directly and invite them to sign up for updates from the Investment Manager. Additionally, the 2024/2025 Annual Report has been redesigned.

You will have noticed the introduction of QR codes on both the monthly fund report and Interim/Annual Reports. These codes allow shareholders to sign up for updates directly from the Investment Manager, including a quarterly newsletter, investment updates, webinars and podcasts. If you’ve not already signed up but would like to do so, please scan the QR code located in this Annual Report.

To fund these initiatives, Ruffer has contributed an enhanced marketing budget for 2025, and the Company is funding the cost of communicating with shareholders directly. The Board closely monitors the success of these activities using various metrics.

Responsible investing

Ruffer is committed to being a good steward of its client assets, and to do that and generate investment performance, it analyses environmental, social and governance (ESG) issues for both equities and bonds, including climate risk. These factors are considered both a source of value and investment risk. Ruffer implements this by integrating ESG analysis into the investment process. Ruffer engages directly with companies to gather information and achieve change on ESG issues, and votes at investee company meetings. Ruffer will typically engage with a company rather than implement exclusions from the portfolio, although if engagements fail it may divest from a company. These stewardship activities are conducted by the responsible investment and investment teams working collaboratively. Ruffer publishes its responsible investment policy, an annual Stewardship report to comply with the UK Stewardship code and its annual voting record.

It also produces an annual Task Force on Climate-related Financial Disclosures (TCFD) report to comply with FCA requirements. To achieve its aims, including collaboration with other investment managers, Ruffer is a signatory or supporter of various industry initiatives such as the UK Stewardship Code, Principles for Responsible Investment, The Institutional Investors Group on Climate Change and its Climate 100+ initiative.

The Board shares Ruffer’s view that integration of ESG factors into the investment process helps make better investment decisions. Ruffer reports on voting and engagement with companies at every Board meeting and the Board meets the responsible investment team at the annual ‘kick the tyres’ strategy day to monitor implementation of the policy.

More detail about Ruffer’s responsible investment policy can be found in the Ruffer responsible investment report on pages 39 to 44 of the Annual Report.

Board matters

As detailed in the Interim Report, Chris Russell retired as Chair in December 2024 and the Board reverted to five Directors. The Board has a range of relevant experience, whilst also meeting all the relevant diversity criteria for a London-listed investment company.

In Spring 2025, the Board performed its annual evaluation of its effectiveness. The internal review concluded that the Board was operating effectively. Improvements implemented since the review include more Director-only meetings and more detailed budgeting for other costs. The Board remains committed to conducting an external review of Board effectiveness triennially, with the next external review scheduled for 2027.

During September 2025, the Board conducted its annual ‘kick the tyres’ session. The Board met with Ruffer senior management and the fund managers to conduct due diligence on matters including investment strategy and asset allocation, investment risk, protection strategies, responsible investment and RICL’s marketing strategy.

Annual General Meeting (AGM)

The AGM will be held on 4 December 2025, at the office of Apex Fund and Corporate Services (Guernsey) Limited (the ‘Administrator’ or ‘Apex’) at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey at noon. Shareholders are invited to attend. The Board encourages all shareholders to exercise their votes by completing and submitting the proxy election form in advance of the meeting.

Any questions should be submitted via email to the Company Secretary at ruffercosec@apexgroup.com. Recognising that some shareholders will be unable to attend the AGM in person, a separate opportunity for shareholders to meet some of the Board members and receive a presentation from the Investment Manager will be provided on 26 November 2025 at Ruffer’s London office. To receive an invitation, please sign up for shareholder updates by using the QR code as provided in the Annual Report.

Outlook

In his 1921 classic Risk, Uncertainty and Profit, the economist Frank Knight argued that it is difficult to forecast uncertainty, whereas risk has known probabilities.

This distinction remains relevant today as markets grapple with the implications of Trump 2.0. US tariffs, one example of uncertainty, are set to be the highest for nearly 100 years, making forecasting complex. Another example would be any threat to the independence of the US Federal Reserve, a common feature in emerging markets but near unprecedented in developed markets. The difficulty in judging whether these are threats or more grist to TACO (‘Trump always chickens out’) makes pricing the impact on markets very challenging. Evidence of the market fuddle is that both the S&P 500 and gold trade near record highs, one a sign of risk appetite, the other a sign of risk aversion.

There is undoubtedly an upside case for global equities but it is a more difficult one given US equity valuations are priced for perfection. Investors would therefore be wise to consider what insurance to own against uncertainty. To compound the problem, since 2022 the bond-equity correlation has reverted to positive from negative, implying equity and bond prices will rise and fall together rather than hedge each other. Typical bond hedges may not provide the insurance to equity risk that have worked for the previous 20 years during the ‘Pax 60:40’ era. As a result, the case for RICL’s ownership of unconventional protections holds up for a period of ‘Knightian uncertainty’.

The past year re-affirmed that RICL can combine owning ‘shock‑resistance with satisfactory returns in the meantime’.1 The Board continues to have confidence that RICL has an important role to play in investors’ portfolios during these uncertain times.

  1. Jonathan Ruffer, Investment Review 2025

Nicholas Pink

30 September 2025