Time
Invested
Well
Caledonia Investments plc
Annual Report 2026
2006 2011 2016 2021 2026
CPIH +3%
3
FTSE All-Share TRCaledonia NAV TR
0
100
200
300
400
500
£3.0bn
Net asset value (‘NAV’)
(31 March 2025: £2.9bn)
7.68p
Dividend per share
2
(31 March 2025: 7.36p)
321p
Share price
2
(31 March 2025: 354p)
5.4%
NAV per share total return
1,2
(31 March 2025: 3.3%)
4.4%
Dividend growth
(31 March 2025: 4.5%)
(7.1)%
Total shareholder return
1
(31 March 2025: 10.2%)
The past year has again demonstrated the
strengths of Caledonia’s distinctive model and
approach. Despite a volatile backdrop for the
global economy we have delivered positive
NAV growth, with contributions from all three of
our investment pools. While market conditions
impacted overall returns, we remain confident
LONG-TERM NAV GROWTH – NAV TOTAL RETURN GROWTH SINCE 2006
1. Alternative Performance Measure (‘APM’) – see page 148 for details.
2. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from
5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all net asset per share and dividend per
share figures have been restated for the prior year comparatives.
3. Inflation measure is Consumer Prices Index including owner occupiers’ housing costs (‘CPIH’).
Strategic report
At a glance 2
What sets us apart? 4
Chair’s statement 10
Chief Executive Officer’s review 12
Our value creation model 16
Stakeholder engagement 18
Our group strategy & KPIs 22
Investment review 24
Financial review 38
Sustainability 42
Risk management 56
Going concern and viability 61
Governance
Chair’s introduction 63
Board of directors 64
Corporate governance report 66
Nomination Committee report 71
Audit and Risk Committee report 73
Governance Committee report 78
Directors’ remuneration report 79
Directors’ report 100
Responsibility statements 104
Financial statements
Independent auditor’s report 106
Financial statements 112
Material accounting policies 116
Notes to the financial statements 121
Other information
Company performance record 147
Investments summary 147
Glossary of terms and alternative
performance measures 148
Valuation methodology 150
Information for investors 152
Directors and advisers 153
Caledonia is a FTSE 250 self-managed investment trust
company with a long track record of delivering returns and
progressive annual dividend payments to shareholders.
Our aim is to generate compounding real returns that
outperform inflation by 3% to 6% over the medium to
long term, and the FTSE All-Share index over 10 years.
Find out more
SCAN QR CODE
Our performance
in our high-quality, diversified portfolio and our
ability to deliver over the long term. Through
this period of market dislocation, the strength
of our balance sheet is a clear advantage.
We have the flexibility to deploy capital where
we see compelling opportunities for long-term
value creation.
1
3
2
What sets
us apart?
Shaped by experience, guided by discipline and
focused on the long term, we are different by design.
The permanent nature of our balance sheet, combined
with an approach grounded in Time Well Invested,
means that everything we do is built on the foundation of:
Our successful track record
Our globally diverse portfolio
Our expert in-house team
PAGE 4
PAGE 6
PAGE 8
Caledonia Investments plc Annual Report 2026
1Strategic report
Governance
Financial statements
Other information
At a glance
Our manifesto
We are investors, not traders, driven by
fundamentals, not trends. We think in decades,
not quarters, and invest time to make confident,
well-balanced compounding investments and
build rewarding partnerships.
Find out more
SCAN QR CODE
Find out more
SCAN QR CODE
Our history
Caledonia traces its history back to the Cayzer
family’s shipping business, founded in the late
1800s. Towards the end of the boom in shipping,
Caledonia was converted into a broader
investment holding company, and later to an
investment trust. As significant shareholders,
the family’s long-term perspective underpins
how Caledonia is run today.
Time
Invested
Well
Caledonia Investments plc Annual Report 2026
2Strategic report Governance Other informationFinancial statements
Public Companies: 32%
£952m
Private Capital: 32%
£955m
Funds: 32%
£941m
Cash & other: 4%
£132m
A
L
L
I
N
V
E
S
T
M
E
N
T
O
P
P
O
R
T
U
N
I
T
I
E
S
Diversified,
high-quality
global portfolio
Attractive
markets
Well managed
and aligned
Strong
fundamentals
A
L
L
I
N
V
E
S
T
M
E
N
T
O
P
P
O
R
T
U
N
I
T
I
E
S
At a glance continued
Our purpose
As trusted stewards of shareholder
capital, our purpose is to protect
and grow capital across generations -
through high-quality investments
that outperform inflation and public
markets over the long term.
£3bn
NAV as at
March 2026
59
Years of consecutive
dividend growth
Our portfolio
We invest in both listed and private markets
across three pools: Public Companies, Private
Capital and Funds. Each has a strategic allocation
of capital, investment strategy and target
return. The result is a well-balanced, diversified
portfolio of investments with a global reach.
Long-term investors
Each investment pool is managed by a specialist team
investing in well-managed businesses that combine
long-term growth characteristics with, in many cases,
an ability to deliver increasing levels of income.
PORTFOLIO BY POOL
Investment review
PAGE 24
Chief Executive Officer’s review
PAGE 12
Our perspective
Driven by long-term investments in high-quality
companies with the ability to compound value over time.
Our investment approach
We focus on identifying
businesses and fund managers
that meet three essential criteria.
These principles are applied
consistently across all three of
our investment pools, reinforcing
our disciplined, high-conviction
approach and building portfolios
designed to deliver resilient,
long-term returns.
Our group strategy & KPIs
PAGE 22
Our value creation model
PAGE 16
Our strategic objectives
We harness the power of time
to deliver sustainable real
returns and progressive
dividends for shareholders.
Our performance is measured
against four strategic objectives:
Outperform inflation
Over the medium to long term
Outperform FTSE All-Share
Over 10 years
Pay progressive dividends
Increasing by inflation or more
over the longer term
Manage investment risk
Caledonia Investments plc Annual Report 2026
3Strategic report Governance Other informationFinancial statements
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
20262021201620112006
ANNUAL DIVIDEND/SHARE OVER THE LONG TERM
1
(P)
+10.0p special
+17.5p special
What sets us apart?
Compounding
through cycles
9.2% p.a.
10-year NAVTR
59 years
Of consecutive dividend growth
A progressive dividend
Our progressive dividend policy reflects the
strength of our balance sheet across economic
cycles. We have delivered 59 consecutive years
of dividend growth – reinforcing our position as
a trusted steward of capital and our commitment
to grow capital and income in real terms.
1. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the
nominal value from 5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all
net asset per share and dividend per share figures have been restated for the prior year comparatives.
1
Our successful track record
Delivering long-term real
returns for our stakeholders.
Delivering long-term real returns
We have a track record of generating long-
term real returns, outperforming inflation
and the FTSE All-Share Index over the past
decade. This performance reflects the
strength of our disciplined, high-conviction
investment approach, our long-term mindset
and the resilience of our portfolio, enabling
us to look through market cycles and remain
focused on value creation.
Caledonia Investments plc Annual Report 2026
4Strategic report
Governance
Financial statements
Other information
0%
5%
10%
15%
Over 10 yearsOver 5 yearsOver 3 years
5.4%
0.4%
13.3%
9.5%
7.2%
11.1%
9.2%
6.3%
8.7%
3.5%
5.1%
3.4%
Caledonia NAVTR
Caledonia share price TR
FTSE All-Share TR
CPIH
1
+3% to +6%
CPIH
1
What sets us apart? continued
1. Inflation measure is Consumer Prices Index including owner occupiers’ housing costs (‘CPIH’).
Our track record
Our strategy has generated attractive returns
over time, supported by selective capital
allocation and rigorous fundamental analysis.
We are proud of increasing the
dividend every year for 59 years,
demonstrating our commitment
as trusted stewards to grow capital
and income in real terms.
Mat Masters
Chief Executive Officer
5.8% p.a.
NAV outperformance
of inflation over 10 years
5.3%
Dividend annualised growth
over 59 years
Long-term performance
Annualised medium and long-term performance to 31 March 2026
Caledonia Investments plc Annual Report 2026
5Strategic report
Governance
Financial statements
Other information
What sets us apart? continued
32%
NAV
32%
NAV
32%
NAV
2
Our globally diverse portfolio
Providing our shareholders
access to three pools of capital.
Enabling
focused investing
Accessing three
investment pools
As a long-term investor across
both listed and private markets,
providing shareholders
with access to three distinct
investment pools: Public
Companies, Private Capital
and Funds.
Together, these complementary
pools broaden opportunity,
enhance diversification and
strengthen our ability to
compound value over time.
Strategic allocation
of capital
Each investment pool has
a clearly defined strategic
allocation of capital, distinct
investment strategy and
target return profile. Together,
they create a well-balanced,
globally diversified portfolio.
Permanent balance sheet
Investing from Caledonia’s
permanent balance sheet
enables us to dedicate our
time and attention entirely
to identifying and investing
in high-quality businesses
at the right time.
Public Companies
• Two concentrated portfolios
of 15 – 20 companies in each
• Highly liquid
Private Capital
• Focused on up to 10 high-quality,
UK mid-market companies
• Significant owners working in
partnership with management
to create value
Funds
• Proven private equity managers
in North America lower mid-market
and Asia
• Highly diversified
Target return:
10%
p.a. Capital
Strategic allocation:
30%-40%
9.1% p.a.
10-year return
Target return:
14%
p.a.
Strategic allocation:
25%-35%
12.2% p.a.
10-year return
Target return:
12.5%
p.a.
Strategic allocation:
25-35%
13.1% p.a.
10-year return
7%
p.a. Income
Caledonia Investments plc Annual Report 2026
6Strategic report
Governance
Financial statements
Other information
North America
46%
UK & Channel Islands
36%
Asia
11%
Europe
7%
GEOGRAPHY BY REGION (HEADQUARTERED)
Industrials
1
26%
Financials
2
15%
Consumer discretionary
14%
Information technology
11%
Healthcare
8%
Funds of funds
7%
Consumer staples
6%
Materials
6%
Communication services
2%
Other sectors
5%
SECTOR
US dollar
53%
Pound sterling
38%
Euro
7%
Other currencies
2%
CURRENCY EXPOSURE
What sets us apart? continued
Diversification
The charts on the right demonstrate the
diversification of our portfolio by region,
sector and currency.
Our portfolio gives our
shareholders access to a broad
opportunity set, the combination of,
would be difficult to access directly
on their own.
Rob Memmott
Chief Financial Officer
6.1%
Portfolio return
as at 31 March 2026
A diverse global portfolio
Driven by long-term investments in quality companies
1. Includes Private Capital investments in AIR-serv
Europe, DTM and Cooke Optics.
2. Includes Private Capital investment in Stonehage
Fleming and Public Companies investments in
Charles Schwab, Moody’s Corporation, Polar Capital
and Sabre Insurance.
Caledonia Investments plc Annual Report 2026
7Strategic report
Governance
Financial statements
Other information
What sets us apart? continued
3
Our expert in-house team
An experienced investment team incentivised
to be fully aligned with shareholders.
Combining
experience & expertise
Aligned with shareholders
Alignment with shareholders is fundamental
to our model. A meaningful proportion of
remuneration is in Caledonia shares, vesting
over three and five years, subject to performance.
This structure ensures that our people think
and act like owners, with incentives directly
linked to long-term performance – fully aligned
with shareholders.
Expert team
Our expert team brings long-standing knowledge
of the companies and sectors in which we
invest, supported by many years of experience
at Caledonia. This depth of insight and continuity
strengthens our disciplined and selective
investment process.
Fully focused on investing
As we do not manage external capital or
undertake fundraising, we are free from the
constraints of fund cycles and short-term capital
pressures. This structure allows us to be patient,
selective and remain fully focused on investing.
26
Number of employees
in the investment team
Caledonia’s structure means we can
be wholly focused on investment, with the
combination of permanent capital and no
benchmark enabling us to take advantage
of market opportunities without worrying
about flows or short-term noise.
Ben Archer
Co-Head Public Companies
£265m
Invested into our portfolio
in FY26
£257m
Realisations from our
portfolio in FY26
Caledonia Investments plc Annual Report 2026
8Strategic report
Governance
Financial statements
Other information
What sets us apart? continued
Insightful & supportive
Through our extensive network of contacts, we identify
and select companies and funds with strong fundamentals.
We maintain effective and constructive relationships
with the people, companies and funds in which we invest.
Flexible & responsible
We invest from our balance sheet which allows us to be
flexible. Our disciplined investment process, with ESG
factors considered, aligns with our risk appetite. We are
fully aligned with shareholders’ interests.
Considered & long term
Our independence and reputation enable us to take
the long-term view, which is key to our goal of building
generational wealth and delivering a steady and rising
income for our shareholders.
Our people and culture
PAGE 52
Our culture
Our culture is rooted in values that guide every aspect of our
business. We invest in time - taking the care to be insightful
in our decisions, supportive in our relationships, responsible
in our actions, considered in our strategies and unwaveringly
committed to a long-term vision.
Our values
Our values are the foundation of who we are.
They guide our actions, shape the way we
operate and inspire us to build meaningful
relationships; both internally and with our
external stakeholders.
It is not just what we do - it’s the way we
go about it that sets us apart. How we work
together is a big part of what makes us effective.
We are thoughtful, grounded and focused on
doing things the right way.
Jamie Cayzer-Colvin
Head of Funds
Caledonia Investments plc Annual Report 2026
9Strategic report
Governance
Financial statements
Other information
Chair’s statement
Caledonia delivered another year
of positive performance, with NAVTR
of 5.4%, extending our track record
of generating long-term real returns
with annualised NAVTR of 9.2% over
the last decade, outperforming
inflation by 5.8% p.a.. The portfolio is
constructed with a broad opportunity
set and a long-term return objective.
Whilst NAVTR was below the FTSE
All-Share total return over the short
term, we outperformed the index
over 10 years.
Income and dividend
Total net investment income from the revenue
account increased from £53.6m to £64.7m and
total net revenue profit was £40.4m, sufficient to
fully cover the dividend for the year. As previously
reported, we expect a gradual reduction in
investment income as we maintain our focus
on total returns and, over time, anticipate that
net distributions from our fund investments
will play a more material role in dividend cover.
We remain committed to a progressive dividend
policy which aims to increase annual dividends
by at least the rate of inflation over the long term.
The board has recommended a final dividend of
4.00p per share for the year ended 31 March 2026
which, if approved by shareholders, will be payable
on 6 August 2026 to ordinary shareholders on the
register on 3 July 2026. This represents a full-year
dividend of 7.68p per share, an increase of 4.4%
when compared to the previous year, and 59
consecutive years of increased annual dividends.
Discount and total shareholder return
Over the year the average share price discount
to net asset value (‘NAV’) was 34.0%, widening
significantly in March and ending the year
at 43.4%, in part due to the Iranian conflict.
This movement resulted in a disappointing
total shareholder return for the year of -7.1%.
I have been very
proud to serve as Chair
and, as I step down at
this year’s AGM, I do
so with confidence in
Caledonia’s future.
David Stewart
Chair
10:1
Share split, making Caledonia
shares more accessible to
a wider range of investors
4.4%
Increase in dividends
(31 March 2025: 4.5%)
Caledonia Investments plc Annual Report 2026
10Strategic report Governance Other informationFinancial statements
Chair’s statement continued
Whilst the discount narrowed to 37.1% at the end
of April, we believe that the share price continues
to undervalue the quality of our portfolio and our
long-term performance track record.
The board regularly considers what additional steps
could be taken to address the discount, which
to date have included the following initiatives:
Dividend re-profiling
To provide shareholders with a more predictable
and balanced income stream, during the year
we re-profiled the interim dividend to 50% of
the prior year’s total.
Share split
To improve accessibility for a wider range of
shareholders, following shareholder approval at
last year’s annual general meeting, a 10:1 share split
was implemented on 25 July 2025. This reduced
the nominal value of ordinary shares from 5p to
0.5p. The combination of the share split and the
re-profiling of the dividend has made dividend
re-investment easier.
Share buybacks
Alongside continued allocation to our investment
strategy and our progressive dividend policy, we
continue to invest in our own portfolio via share
buybacks, which represents a lower-risk way to
enhance NAV per share. In considering whether to
undertake share buybacks, the board will continue
to take into account the liquidity of the company’s
shares, the need to remain appropriately invested
in the portfolio and the level of any discount at
which the shares trade relative to NAV per share.
During the year, we allocated £34.6m to purchase
and cancel 9,465,511 ordinary shares at an
average discount of 34.7%, generating 3.49p of
NAV per share accretion. The board is cognisant
that share buybacks increase the percentage of
voting rights held by the Cayzer family concert party
(the ‘Cayzer Concert Party’). The Cayzer Concert
Party remains a long-term shareholder and the
source of Caledonia’s strong culture and long-term
outlook. As at 31 March 2026, its holding in the
company was 51.05%.
Investor communications
To ensure that our investment proposition is
understood and more appropriately rated, we have
continued to evolve our investor communications
during the year. Our series of successful ‘spotlight’
events focused on each of our investment pools was
a particular highlight, showcasing the quality of our
portfolio, our differentiated investment approach and,
importantly, the calibre of our people. We made further
investment in our brand, successfully launching a new
website in late 2025 and increased our participation
in investor focused events. This enhanced level
of engagement is expected to continue.
Board changes
There have been several changes to the composition
of the board and its committees during the year.
Lynn Fordham resigned as a non-executive director
on 31August 2025. I would like to thank her for the
considerable contribution that she made during her
time on the board. Farah Buckley was appointed
as a member of the Audit and Risk Committee
and subsequently succeeded Lynn as Chair of
that Committee on 1 September 2025. We also
welcomed Michael McLintock as a new non-
executive director on 16 February 2026, bringing
extensive investment management and listed
company knowledge and experience to Caledonia.
Charles Cayzer, after a little over four decades
of service, has decided not to stand for re-election
as a non-executive director at this year’s annual
general meeting (‘AGM’). Charles has been a
significant asset to Caledonia during his long
tenure and I, together with board colleagues past
and present, have benefitted from his diligence
and wise counsel.
My tenure as company Chair will end at the
AGM. The board has appointed Will Wyatt as
my successor. Will successfully led Caledonia as
Chief Executive for over a decade until becoming a
non-executive director in July 2022. He is a member
of the Cayzer family and has a deep understanding
of Caledonia’s culture, investment strategy and
long-term approach. Will’s appointment follows the
completion of a formal, rigorous and transparent
process undertaken by the Nomination Committee
Enhancing our shareholder communications
Our refreshed website strengthens how we
communicate with shareholders, offering clearer
insight into our strategy, investment activity
and performance. It provides a more accessible
platform for timely updates, deeper portfolio
information and more consistent engagement
with shareholders throughout the year.
INVESTING IN OUR BRAND
New website launched providing
greater insight
Find out more
SCAN QR CODE
Find out more
SCAN QR CODE
Our ‘spotlight’ events were designed for
investors and analysts to provide detailed
insight into each of the three investment pools.
They offered a platform to share perspectives
from across Caledonia’s investment network,
highlighting portfolio companies, market
themes and long-term thinking.
SPOTLIGHT EVENTS
Sharing industry insight
and expertise
led by Guy Davison, Caledonia’s Senior
Independent Director. Major shareholders,
who were consulted in advance, confirmed
their broad support for his appointment.
Annual general meeting
Each year I look forward to meeting fellow
shareholders in person at our AGM, which once
again takes place in London, on 15 July 2026. This
year, shareholders are also invited to meet me and
my board colleagues informally ahead of the meeting.
Outlook
I have been very proud to serve as Chair and,
as I step down at this year’s AGM, I do so with
confidence in Caledonia’s future. The external
environment remains unsettled and is likely to
continue to present further uncertainty. However,
I believe Caledonia is well placed to navigate
these challenges, supported by a high-quality
portfolio, a robust balance sheet and a strong,
experienced team.
I wish Will every success as he takes on the role of
Chair and I would like to thank my board colleagues,
the management team and colleagues across the
business for their commitment and support.
David Stewart
Chair
18 May 2026
Caledonia Investments plc Annual Report 2026
11Strategic report Governance Other informationFinancial statements
Chief Executive Officer’s review
Time
Well
Invested
Our thoughtful, long-term compounding
investments delivered another year of
positive performance.
5.4%
NAV total return
as at 31 March 2026
9.2% p.a.
NAV total return over 10 years
Caledonia Investments plc Annual Report 2026
12Strategic report
Governance
Financial statements
Other information
Chief Executive Officer’s review continued
While having a
high-quality portfolio
matters, it is nothing
without the quality of the
people behind it. It is
important to surround
yourself with great people
– the teams we back
and my colleagues
at Caledonia.
Mat Masters
Chief Executive Officer
Q&A
Mat Masters shares his perspective on our strategy, market
environment and lessons from his 20 years’ service at Caledonia.
Q: How would you describe Caledonia’s
performance this year?
A: We delivered a solid performance of
5.4% NAVTR in what was a highly unsettled
environment – against a backdrop of
geopolitical uncertainty, volatile markets and
rapid shifts in sentiment, particularly the impact
of artificial intelligence (‘AI’). All three of our
investment pools contributed positively to
growth, which speaks to the resilience and
diversification of the portfolio.
More broadly, the year demonstrated the
strengths of our model. We are not trying
to predict every short-term market move;
we are focused on owning high-quality
businesses, backing experienced managers
and allocating capital prudently. That
long-term, disciplined approach, combined
with a strong balance sheet and significant
liquidity, means we are well placed not only
to withstand uncertainty but also to take
advantage of opportunities as they arise.
Q: Caledonia has a majority shareholder in the
Cayzer family – how does this benefit the rest
of your shareholders?
A: We are now in the 7
th
generation
of the Cayzer family and that brings a
genuinely long-term perspective. Caledonia
was established to protect and grow
multigenerational wealth – with a focus
on compounding capital and income over
time. Importantly, all shareholders invest
on exactly the same terms. The family
shareholding provides stability, reinforces
our long-term perspective and allows us
to stay focused on building value steadily.
Q: TSR has been disappointing and despite positive
NAV growth, the shares continue to trade at a
significant discount. How are you addressing this?
A: We recognise that TSR has been disappointing
and that the discount remains wide. Addressing
it is a clear priority for the board. During the year
we allocated £35m to share buybacks, enhanced
our investor engagement, implemented a share
split to broaden accessibility and re-profiled the
interim dividend to provide a more predictable
income stream. Ultimately, we believe the best
way to close that gap is to continue delivering
strong long-term NAV growth while ensuring
the quality of our investment proposition is better
understood by the market.
Q: What is your perspective on AI and its
implications for Caledonia?
A: AI is clearly an important long-term theme, but
I would not characterise our approach as chasing
it or fearing it. We are clearly very mindful of both
the opportunities and the volatility it can create.
It contributed to a significant re-rating in Oracle,
where we took gains and managed our exposure,
and reinforced the importance of staying
disciplined amid fast-moving market sentiment. For
Caledonia, the implication is that AI will continue
to shape markets and create opportunities, but
our focus remains on fundamentals, selective
capital allocation and active risk management.
Q: With substantial liquidity and a strong balance
sheet, how are you thinking about capital allocation
from here – between backing new opportunities,
maintaining flexibility and continuing share
buybacks where appropriate?
A: Our first priority is to allocate capital
selectively to the best opportunity. Because we
invest our balance sheet, we have the flexibility to
act decisively when attractive opportunities arise,
without relying on fundraising.
Following completion of the Stonehage
Fleming sale, Private Capital will be
underinvested, so we would like to re-deploy
a meaningful proportion of the proceeds to
this pool. However, we are in no rush, being
comfortable holding additional cash until we
see opportunities that meet our return and
quality thresholds. Share buybacks remain
an important tool where they are clearly in
shareholders’ interests, but they must be
balanced against staying well invested and
retaining flexibility for future opportunities.
Q: You recently celebrated 20 years’ service at
Caledonia, what have those two decades taught you?
A: I have learned that successful long-term
investing is as much about temperament as
it is about judgement. Markets, technologies
and geopolitics will always change, often in
unpredictable ways, but the principles that
matter most are more constant: backing
high-quality businesses, maintaining a strong
balance sheet, allocating capital prudently
and staying focused on the long term. I have
also learned that, while having a high-quality
portfolio matters, it is nothing without the
quality of the people behind it. I have come to
appreciate just how important it is to surround
yourself with great people – the teams we
back and my colleagues at Caledonia. Those
are the principles that have stood the test of
time and are central to our success.
Caledonia Investments plc Annual Report 2026
13Strategic report
Governance
Financial statements
Other information
0%
5%
10%
15%
Over 10 yearsOver 5 yearsOver 3 years
ANNUALISED RETURNS
5%
0%
13%
10%
7%
11%
9%
6%
9%
4%
3%
5%
0%
5%
10%
15%
20%
FundsPrivate CapitalPublic Companies
ANNUALISED INVESTMENT POOL RETURNS
1%
6% 6%
9%
13%
10%
17%
12%
5%
3%
11%
13%
Chief Executive Officer’s review continued
Caledonia’s long-term investment approach,
embodied in our philosophy of ‘Time Well
Invested’, continued to underpin another
year of positive progress.
Caledonia NAVTR Caledonia share price TR FTSE All-Share TR CPIH
1
+3% to +6% CPIH
1
1. Inflation measure is Consumer Prices Index including owner occupiers’ housing costs (‘CPIH’).
1 year 3 years 5 years 10 years
5.8% p.a.
NAV outperformance of inflation
over 10 years
We delivered a solid performance this year
with NAVTR of 5.4%, against the backdrop of
considerable macroeconomic and geopolitical
uncertainty, with all three investment pools
contributing positively to growth. This reflects
the strength of our business model, the benefit of
our diversified portfolio and the resilience of our
investment approach. We continue to focus on
investing in well-managed companies with strong
fundamentals, operating in attractive markets.
These characteristics position the portfolio to look
through short-term noise and to navigate periods
of disruption and uncertainty with confidence.
The year began with volatility following the US
administration’s ‘Liberation Day’ announcement
in April 2025, which led to a decline across global
equity markets and provided us an opportunity
to deploy capital into our Public Companies pool.
We maintained discipline, taking advantage where
we saw opportunity to invest and manage risk.
The rapid progress in AI and technology during
the year fuelled both optimism and concern.
Sentiment fluctuated over the course of the year,
highlighting the pace of change and the uneven
path of market expectations. A significant
re-rating of our investment in Oracle took place
during this period. We successfully risk managed
the position, realising £65m, delivering a 96.3%
return during the year, which compares
favourably with the return that the stock delivered
of 2.4% over the year.
In the Private Capital pool, we agreed the sale
of Stonehage Fleming, delivering a fantastic
result. More broadly, transaction volumes in
private markets remained low, although we
were encouraged to see some early signs of
momentum returning during the year, particularly
in our Asia funds.
Towards the end of the year, the Iranian conflict
increased uncertainty leading to heightened
market volatility in March, and the subsequent
increase in inflation created a more challenging
environment for investors and reduced our overall
return for the year.
We recognise that shareholders will rightly be
disappointed by the -7.1% total shareholder return
due to the discount widening. There is no single
solution to narrowing the discount and as set out
in the Chair statement, during the year we have
continued to pursue a number of measures to
address it.
Performance highlights
We invest across private and public markets.
Overall, the portfolio generated a return of 6.1% in
the year. This included adverse foreign exchange
movements which negatively impacted returns
by 0.9%.
Our Public Companies pool is invested in
high-quality, well-managed businesses with strong
market positions and pricing power. The global
portfolio is split between capital and income
investments, with the latter providing an important
contribution to cover our cost base and dividend.
Performance was affected by the considerable
market volatility as a result of the Iranian conflict
nearing the end of the financial year. The pool
delivered a 1.2% return in the year, down from
9.0% at the end of February.
Caledonia Investments plc Annual Report 2026
14Strategic report
Governance
Financial statements
Other information
Chief Executive Officer’s review continued
Liquidity and balance sheet
A strong financial position is core to Caledonia’s
strategy. We ended the year with net cash of
£90m, which, alongside our £325m revolving
credit facility, provides significant liquidity to
invest in attractive opportunities as they arise.
Proceeds of c.£290m from the agreed sale of
Stonehage Fleming are expected in mid 2026.
This will further enhance our liquidity and
position us well to pursue opportunities that
meet our selective investment criteria.
People
Our people remain at the heart of our
business and we are committed to fostering
an environment in which exceptional talent
can thrive. I would like to thank my colleagues
for their unwavering enthusiasm and dedication
which continue to drive our success.
I would also like to thank our Chair, David
Stewart, and non-executive director, Charles
Cayzer who will both step down at the conclusion
of the forthcoming annual general meeting.
We are very grateful for their leadership, counsel
and support throughout their tenure.
Our approach to responsible investment
As we highlight in the Sustainability section,
we have continued to build on our approach
to responsible investment and consider the
issues associated with climate change and its
potential impact on our business and portfolio.
Our Task Force on Climate-related Financial
Disclosures report will be published alongside
this annual report.
Within Private Capital, the portfolio delivered
an overall return of 13.1%. The agreed sale of
Stonehage Fleming was a key contributor
and marks an excellent outcome. It is a clear
demonstration of our patient capital approach at
work: backing an exceptional management team,
supporting the development of an even stronger
business over time, creating substantial value
during our ownership and ultimately delivering
an outstanding return for shareholders. AIR-serv
Europe also delivered another year of strong
performance, leading to a higher valuation.
The Funds pool performed well in the year,
delivering a total return of 4.9% or 7.1% in local
currency. Performance was supported by positive
contributions from both North America and Asia,
reflecting the quality of the underlying portfolios
and meaningful realisations. While distributions
continued to be subdued as expected, we are
encouraged by a pick up in IPO and fundraising
activity in Asia. The portfolios remain resilient,
with exposure to domestic markets and attractive
long-term growth sectors.
Looking forward
Looking ahead, we recognise that uncertainty
in the economic and geopolitical backdrop is
likely to remain a feature of markets in the year
ahead. Nevertheless, we believe Caledonia
is well placed to continue delivering long-term
value for shareholders. The strength of our
model, centred on investing in high-quality
companies with lower levels of financial risk,
gives us confidence in the resilience of the
portfolio and its ability to perform over the
long term. Our balance sheet and liquidity
are strong, providing us with the ability to
pursue opportunities as they arise. We remain
focused on compounding NAV over the long
term, while continuing our efforts to improve
shareholder returns and ensure that the
strength of our investment proposition is
more fully reflected in the share price.
While uncertainty is
likely to remain a feature
of markets, Caledonia is
well placed to continue
delivering long-term value
for shareholders.
Mat Masters
Chief Executive Officer
Mat Masters
Chief Executive Officer
18 May 2026
Caledonia Investments plc Annual Report 2026
15Strategic report
Governance
Financial statements
Other information
I
N
V
E
S
T
M
E
N
T
C
O
M
M
I
T
T
E
E
I
N
V
E
S
T
M
E
N
T
C
O
M
M
I
T
T
E
E
RESPONSIBLE
INVESTING
CAPITAL
ALLOCATION
RISK
MANAGEMENT
1 2
3
A
L
L
I
N
V
E
S
T
M
E
N
T
O
P
P
O
R
T
U
N
I
T
I
E
S
Diversified,
high-quality
global portfolio
Attractive
markets
Well managed
and aligned
Strong
fundamentals
A
L
L
I
N
V
E
S
T
M
E
N
T
O
P
P
O
R
T
U
N
I
T
I
E
S
Our value creation model
We invest in proven, well-managed businesses that combine
long-term growth characteristics with an ability to deliver
increasing levels of income.
Driving long-term value
OUR VALUE INPUTS OUR INVESTMENT PROCESSOUR INVESTMENT APPROACH
Expert team
Long-term approach
Strong balance sheet
Investment process
Risk mitigation
Reputation and network
Source opportunities
Identified through our network
and our own research – initially
screened for characteristics
which meet our strategic risk /
return appetite.
Reinvest or return
Proceeds from realisations
are reinvested or returned
to shareholders through
dividends or share buybacks.
Analyse and invest
Extensive and ongoing due
diligence is conducted by the
team, often with input from
independent advisers.
Collaboration
We build long-term, rewarding
relationships while
continuously monitoring
performance and risk.
Caledonia Investments plc Annual Report 2026
16Strategic report Governance Other informationFinancial statements
Our value creation model continued
By combining our balance sheet and disciplined investment
process across our three pools of capital, we target positive
returns for all of our stakeholders.
Stakeholder engagement
PAGE 18
OUR TARGETED RETURNS OUR STAKEHOLDER OUTPUTSOUR GLOBALLY DIVERSE PORTFOLIO
Our shareholders
Our shareholders provide Caledonia’s
permanent capital and it is for their benefit
that the directors are required to promote
the company’s success.
Our portfolio companies and funds
We build rewarding relationships and a
deep understanding of our investments.
Our people
Our employees are our most important asset
and we invest time to foster their professional
development and wellbeing.
Our communities
Through our Foundation, we have an ongoing
commitment to the wider community.
Our suppliers
We build and value long-term relationships.
Public Companies
Private Capital
Funds
TARGET RETURN
Capital portfolio
10% p.a.
Income portfolio
7% p.a.
TARGET RETURN
14.0% p.a.
TARGET RETURN
12.5% p.a.
KEY ATTRIBUTES
• Highly liquid
• Two concentrated portfolios
– one team
• Long-term ownership mindset
• Invest patiently, act with
conviction
KEY ATTRIBUTES
• Control or preferred minority
positions in up to 10 UK
mid-market companies
• Buy-to-own approach
• Active partnership model
• Prudent capital structures
KEY ATTRIBUTES
• Highly diversified
• Access to hard-to-reach
markets
• Partnership with experienced,
operationally focused managers
We invest in high-quality
businesses built to compound
value for the long term.
Ben Archer and Alan Murran
Co-Heads of Public Companies
Our buy-to-own approach
differentiates us from other
managers.
Tom Leader
Head of Private Capital
The team seeks to partner
with proven managers in
attractive markets.
Jamie Cayzer-Colvin
Head of Funds
PAGE 26
PAGE 30
PAGE 34
Caledonia Investments plc Annual Report 2026
17Strategic report Governance Other informationFinancial statements
Our shareholders
Our people
Our portfolio
companies and funds
Our communities
Our suppliers
Stakeholder engagement
Our framework
for stakeholder
dialogue
Section 172 of the Companies Act 2006 (the
‘Companies Act’) requires each of our board
directors, individually and collectively, to act
in the way they consider, in good faith, would
most likely promote the long-term success of
the company for the benefit of its members as
a whole. In doing this they are required to have
regard, amongst other relevant matters, to the:
a. Likely consequences of any decisions in the long term
b. Interests of the company’s employees
c. Need to foster the company’s business relationships
with suppliers, customers and others
d. Impact of the company’s operations on the community
and environment
e. Desirability of the company maintaining a reputation
for high standards of business conduct
f. Need to act fairly as between members of the company
In discharging their duties, each director will seek to
balance the interests, views and expectations of Caledonia’s
stakeholders, whilst recognising that every decision the
board makes will not necessarily result in a positive outcome
for all. However, the board’s aim is to make sure that
decisions are consistent and predictable. In so doing, it
seeks to generate long-term compounding real returns
that outperform inflation by 3%-6% over the medium to
long term, and the FTSE All-Share index over 10 years. The
company does not have customers. Rather, its shareholders
are the stakeholders who most closely resemble customers.
In this section, we describe each of our key stakeholder groups,
their importance and how we engaged with them during
the year. Also provided are examples of the ways in which
the board considered the interests of these stakeholders
and had regard to the matters set out in section 172(1)(a) to (f)
of the Companies Act when making its decisions.
Further details on how the board operates can also be
found in the Corporate governance report on page 67 and
at caledonia.com.
Caledonia Investments plc Annual Report 2026
18Strategic report
Governance
Financial statements
Other information
1 2
Stakeholder engagement continued
How stakeholder insights
shape our decisions
The board regularly considers what
additional steps could be taken to
address the discount.
Context
Over the year the average share price
discount to net asset value (‘NAV’) was 34.0%,
widening significantly in March 2026 and
ending the year at 43.4%. Sentiment towards
investment companies, and in particular
those investing in private assets, continues
to weigh on discounts across the sector.
Board considerations
The board believes that the share price continues
to undervalue the quality of Caledonia’s portfolio
and its long-term performance track record.
It regularly considers what additional steps
could be taken to address the discount.
The board remains committed to a progressive
dividend policy which aims to increase annual
dividends by at least the rate of inflation over
the long term. To improve accessibility to a
wider range of investors, a share split was
completed in the year. The interim dividend
was re-profiled to provide shareholders with
a more predictable and balanced income
stream. Both these measures make dividend
re-investment easier.
In considering whether to undertake share
buybacks, the board takes into account the
liquidity of the company’s shares, the need to
remain appropriately invested in the portfolio
and the level of any discount at which the
shares trade relative to NAV per share.
Outcome
The board has recommended a final
dividend of 4.00p per share for the year
ended 31 March 2026 which, if approved by
shareholders, represents a full-year dividend
of 7.68p per share. This is an increase of 4.4%
when compared to the previous year, meaning
59 consecutive years of increased annual
dividends. In 2025 we re-profiled the interim
dividend to 50% of the prior year’s total and
implemented a 10:1 share split. During the
year, £34.6m was allocated to purchase and
cancel 9,465,511 ordinary shares at an average
discount of 34.7%, generating 3.49p of NAV
per share accretion.
To ensure our investment
proposition is well understood
and recognised by the market.
Context
Building on improvements made to our investor
relations and communications activities in 2025,
in November 2025 we launched a refreshed
Caledonia brand and digital presence, designed
to better reflect who we are today and how
we deliver value for tomorrow. The new visual
identity, website and communications framework
were shaped by feedback from stakeholders,
ensuring our brand is clear, accessible and
aligned with our long-term strategy.
Board considerations
The board considered the approach being
taken to modernise Caledonia’s brand and
digital channels, recognising that effective
communication is essential to long-term value
creation. The investment required was balanced
with the benefits of increased stakeholder
engagement, improved accessibility and a
stronger competitive position.
Outcome
Our programme of ‘spotlight’ events for
investors and analysts provided insights
on the investment philosophy, strategy and
portfolio of each of our three investment
pools. The refreshed brand and digital
presence have already strengthened our
engagement with shareholders, portfolio
companies and wider stakeholders. The
updated website offers greater clarity and
accessibility, while the new brand identity
has enhanced visibility and consistency
across all channels.
RELEVANT STAKEHOLDERS
Our shareholders
Addressing the discount
SHAREHOLDER INITIATIVES ENHANCED COMMUNICATIONS
Investing in our brand, digital
presence and communications
RELEVANT STAKEHOLDERS
Our shareholders
Our portfolio companies and funds
Our suppliers
How the board spent its time in 2026
PAGE 69
Caledonia Investments plc Annual Report 2026
19Strategic report Governance Other informationFinancial statements
Stakeholder engagement continued
How we engage with our key stakeholders
Why we engage
Shareholders provide Caledonia’s permanent
capital and it is for their benefit that the
directors are required to promote the
company’s success. We remain committed
to a proactive and constructive dialogue
with them to ensure:
• There is a good understanding of the
company’s purpose, performance and
approach to environmental, social and
governance matters
• The board is aware of issues that are
important to them
How we engage
We communicate with investors through
numerous channels:
• Our Chief Executive Officer and Chief
Financial Officer hold regular meetings
with institutional investors, private client
stockbrokers and fund managers,
particularly following the publication
of our half-year and annual results
• A programme of ‘spotlight’ events for
investors and analysts continued during the
year, with events held on the Private Capital
pool in January 2025, the Public Companies
pool in June 2025 and the Funds pool in
January 2026
• Our refreshed website was launched
in November 2025
• Investor conferences attended by retail
investors and fund managers
• Regular market announcements, including
monthly NAV announcements, half-year and
annual results webcasts, keep shareholders
apprised of performance
How the board engages
• The Chair and other non-executive directors
are available to attend shareholder meetings
if requested
• Caledonia’s annual general meeting is
an important part of our communications
programme, providing directors with the
opportunity to meet shareholders in person
and to hear their opinions
• During the year, our Senior Independent
Director led a consultation with major
shareholders ahead of the appointment
of Will Wyatt as David Stewart’s successor
as company Chair. These shareholders
were also provided with the opportunity
to meet Will as part of this process
• Views put forward by shareholders and analysts
provided to the board, with periodic reports and
presentations from the company’s brokers and
management on shareholder feedback and
general market perception of the company
Outcomes
• Shareholder perspectives and ongoing
engagement are considered as part of strategy
and other discussions. The outcomes for the year
of the share buyback programme and progressive
dividend policy are set out on page 100
• A 10:1 share split was implemented on 25 July
2025, reducing the nominal value of our ordinary
shares from 5p to 0.5p and improving affordability
and accessibility for smaller shareholders
• During the year, enhancements to our
investor relations and communications
activities continued to ensure our investment
proposition is well understood and
recognised by the market
• Major shareholders expressed broad
support for Will Wyatt’s appointment as
Chair through the consultation process
Relations with shareholders
PAGE 69
Our shareholders
Why we engage
Our portfolio companies, both public and
private, provide the source of returns to
our shareholders.
How we engage
Our focus remains on long-term, careful
stewardship to create value for our shareholders.
We seek to build rewarding relationships with,
and a deep understanding of, our investments.
Public Companies
• We use in-house and third-party research to
closely monitor the performance of companies
in the Income and Capital portfolios
• Meetings with management teams
are an important part of our ongoing
stewardship activities
• We make considered use of our voting
rights at all shareholder meetings
Private Capital
• Our employees serve as non-executive
directors on the boards of portfolio
companies in which we hold a significant
investment, providing oversight and helping
to ensure that our board is kept apprised
of key developments and the views of a
broader group of stakeholders
Funds
• Alongside proactive monitoring of fund
performance, we are represented by
employees on numerous advisory committees
established by the managers of the funds
in which we invest
• A regular programme of meetings with
fund general partners, other limited
partners and investee businesses enables
us to gain real insight into the ongoing
management of our portfolio
How the board engages
Decision-making is supported by comprehensive
regular reporting to the board by the Heads of
Public Companies, Private Capital and Funds,
supported by members of their respective teams.
The board also receives presentations from the
leadership of portfolio companies, providing
directors additional insight to assist with
investment decision-making.
Outcomes
Public Companies
• Over the course of the year, the team
attended over 50 meetings with portfolio
company management and used their
voting rights at all shareholder meetings
Private Capital
• Our active partnership model means we
maintain regular, close engagement with
our Private Capital companies throughout
the year
• In January 2026, the directors attended
a conference and dinner with portfolio
company management, which included
business presentations and provided
the opportunity to meet a broader group
of senior management
Funds
• Over the course of the year, the team
attended in excess of 180 meetings with
our portfolio fund managers, including
annual meetings, advisory board meetings,
in-person meetings in the UK, Asia or North
America and virtual meetings held online
Our stewardship activities
PAGE 45
Our portfolio companies and funds
Caledonia Investments plc Annual Report 2026
20Strategic report Governance Other informationFinancial statements
Stakeholder engagement continued
Why we engage
Our team is key to delivering long-term performance.
Recruiting, retaining and developing engaged and
experienced employees who share our values and culture
is central to delivering Caledonia’s purpose.
How we engage
We encourage honest and open communication, both
formally and informally, to ensure employees remain closely
involved with the success of the business. We carry out
a biennial colleague engagement survey to help us better
understand the views of our employees and how we can
continue to develop and improve. In our most recent survey
in 2025, 96% of employees who responded recommended
Caledonia as a “great place to work”.
How the board engages
• Caledonia has a small number of employees which
enables regular formal and informal access to board
directors, irrespective of seniority, together with frequent
colleague involvement in board and committee meetings.
As such, the board believes that these existing
arrangements are effective and therefore the methods for
workforce engagement suggested by the UK Corporate
Governance Code are not necessary
• Formal periodic reports on employee related matters,
including any instances of concerns or grievances raised
and suggestions for improvement, assist the board in
understanding the views of employees
Outcomes
• Our all-employee share incentive plan was launched
in summer 2025, offering all employees, irrespective
of seniority, the opportunity to build up a tax efficient
equity stake in the company
• We implemented pension salary sacrifice in 2025,
enabling employees to make personal pension
contributions in a more tax efficient way
Our people
Why we engage
We look to support the communities
in which the company and our
investee companies operate and
charities which resonate with our
history, values, culture and team.
We support advancing new talent
and social mobility within the
investment management industry.
How we engage
The Caledonia Investments
Charitable Foundation (‘Foundation’)
is the focus for Caledonia’s charitable
activity, providing support to many
good causes each year. The company
made a grant of £300,000 to the
Foundation during the year.
As part of our ongoing charitable
commitment and to further encourage
employees to support the Foundation,
together with other charities and good
causes, we provide up to two additional
days of leave each year to employees
so they can volunteer their time.
Our intern and alumni programme,
supported by an independent facilitator
and with involvement from employees
across the business, provides
participants with an invaluable insight
into Caledonia and the investment
management industry and helps
build skills for their future careers.
How the board engages
The Foundation reports formally
on its activities to the board annually.
Each year, one of our non-executive
directors is invited to participate in
an event in which our interns pitch
Our communities
Why we engage
We value long-term supplier relationships
built on transparency, reliability and quality
to support our investment activities.
How we engage
We benefit from good relationships, often
built over many years, with suppliers and
advisers who share our values.
How the board engages
The board is informed on key supplier
matters where relevant.
Outcomes
We operate clear payment practices to
ensure fair and prompt payment for the
goods and services we receive. We agree
payment terms when contracting with
suppliers and abide by them when we are
satisfied that we have received the goods
or services in accordance with the agreed
terms and conditions. Whilst we are not a
signatory of the UK Prompt Payment Code,
we paid more than 87% of our supplier
invoices within 30 days during the year
(2025: 82%), with 96% paid within 60 days
(2025: 94%).
Our suppliers
Our people and culture
PAGE 52
Our community activities
PAGE 52
their investment ideas at the end
of their month-long programme.
Outcomes
Numerous charities received varying
levels of support over the year. Notable
multi-year donations were provided to:
• The Royal Marines Charity to
support the charity’s mental health
and addiction support services for
both serving and former marines
• OCD Action to support their new
initiative, The Bridge, which has been
created to support people while they
wait for treatment
• Been There, a charity that supports
adults struggling with body image
issues by connecting them with vetted,
trained mentors through a mobile app
• The Countryside Education Trust
to support the charity’s long-term
sustainability
Other notable donations included
those to Joshua Orphan and
Community Care, supporting
community-driven sustainable projects
in Malawi, and Westminster Chapel to
enable construction to be undertaken
at the Westminster Foodbank.
14 successful candidates who aspire
to have a career in investment
management participated in our annual
internship programme in summer
2025. Our intern alumni programme
continues to foster enduring
relationships with those who have
interned with us.
Caledonia Investments plc Annual Report 2026
21Strategic report Governance Other informationFinancial statements
Our group strategy & KPIs
We harness the power of time to deliver
sustainable real returns and progressive
dividends for shareholders.
OUR PERFORMANCE IS MEASURED AGAINST FOUR STRATEGIC OBJECTIVES:
Outperform inflation
Generate total returns that
outperform inflation by 3% to 6%
over the medium to long term.
Outperform FTSE All-Share
Generate total returns that
outperform the FTSE All-Share
index over 10 years.
Pay progressive dividends
Annual dividends increasing
by inflation or more over the
longer term.
Manage investment risk
A diversified portfolio
structured for long-term
wealth creation.
KPI RATIONALE PROGRESS IN THE YEAR LINKS METRIC
1
Net asset value
total return
(‘NAVTR’)
NAVTR is a measure of how
the net asset value (‘NAV’)
per share has performed over
a period, taking into account
both capital returns and
dividends paid to shareholders
Alternative performance measure
PAGE 148
• The company has further extended
its performance track record,
reporting NAVTR of 5.4% in the year
• Over five and 10 years, the company
has reported a NAVTR of 9.5% p.a.
and 9.2% p.a. respectively,
outperforming inflation by 4.4%
and 5.8% over the same periods
• Over 10 years, the company’s
NAVTR has outperformed the FTSE
All-Share TR index by 0.5% p.a.
KEY RISKS
A
B
C
D
E
F
STRATEGIC OBJECTIVES
NAVTR ANNUALISED 10-YEAR ROLLING PERFORMANCE
2
Total shareholder
return (‘TSR’)
TSR measures the return to
our shareholders through the
movement in the share price
and dividends paid during the
measurement period
Alternative performance measure
PAGE 148
• The company’s TSR for the year
was -7.1% p.a.
• Over five and 10 years, the
company’s TSR was 7.2% p.a.
and 6.3% p.a. respectively
• Over five years, the company’s TSR
has underperformed against the FTSE
All-Share index by 3.9% p.a. and
outperformed inflation by 2.1% p.a.
• Over 10 years, the company’s TSR
has underperformed against the FTSE
All-Share index by 2.4% p.a. and
outperformed inflation by 2.9% p.a.
KEY RISKS
A
B
C
D
E
F
STRATEGIC OBJECTIVES
TSR ANNUALISED 10-YEAR ROLLING PERFORMANCE
0%
3%
6%
9%
12%
15%
Caledonia NAVTR Caledonia TSR FTSE All-Share TR
Mar 2016 Mar 2018 Mar 2020 Mar 2022 Mar 2024 Mar 2026
0%
3%
6%
9%
12%
15%
Caledonia NAVTRCPI-H +3% to CPI-H +6%
Mar 2016 Mar 2018 Mar 2020 Mar 2022 Mar 2024 Mar 2026
Caledonia Investments plc Annual Report 2026
22Strategic report Governance Other informationFinancial statements
KEY RISKS:
A
Strategic risk
B
Investment risk
C
Market risk
D
Liquidity risk
E
Operational risk
F
ESG & climate change
Our group strategy & KPIs continued
KPI RATIONALE PROGRESS IN THE YEAR LINKS METRIC
3
Dividend growth
over time
1
A reliable source of income is
important for our shareholders.
Caledonia has a progressive
dividend policy
Annual dividend is the per
share amount payable to
shareholders out of profits
for the year, excluding any
special dividends
• The company paid an interim
dividend of 3.68p and has
proposed a final dividend of 4.00p,
taking total dividends to 7.68p per
share, a 4.4% increase year on year,
extending our record of growing
annual dividends for 59
consecutive years
• Over the last five and 10 years,
our dividend has grown by 4.1% p.a.
and 3.9% p.a.
• Over the same period, inflation has
increased by 5.1% p.a. and 3.4% p.a.
KEY RISKS
A
B
C
D
E
F
STRATEGIC OBJECTIVES
ANNUAL DIVIDEND/SHARE OVER 10 YEARS
2
(P)
4
NAV per share
1
The measure of the company
assets, calculated by dividing
net assets by the fully diluted
number of shares in issue
See note 17 of the financial
statements
• At 31 March 2026, the company
had net assets of £2,980m (568p
per share), reporting a 3.7% NAV
per share growth over the year
• Over five and 10 years, the
company has reported a NAV
per share growth of 7.3% p.a.
and 7.0% p.a. respectively
• During the year to 31 March 2026,
we allocated £34.6m to purchase
and cancel 9,465,511 shares at
an average discount of 34.7%,
generating 3.49p or 0.6% of
NAV per share accretion
KEY RISKS
A
B
C
D
E
F
STRATEGIC OBJECTIVES
NAV/SHARE OVER 10 YEARS (P)
2026202520242023202220212020201920182017
340
568
548
537
507
504
400
324
358
329
2026202520242023202220212020201920182017
5.5
7.7
7.4
7.0
6.7
6.5
6.3
6.1
5.9
5.7
1. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from 5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all net asset per share and dividend per share figures have
been restated for the prior year comparatives.
2. Excluding special dividends of 10.0p per share in 2017 and 17.5p per share in 2022.
Risk management
PAGE 56
Caledonia Investments plc Annual Report 2026
23Strategic report Governance Other informationFinancial statements
Investment review
Built
over
time
Caledonia is a long-term investor in both listed and
private markets via three pools: Public Companies,
Private Capital and Funds, each managed by a
specialist team.
To ensure that we maintain a
balanced portfolio, each of our
investment pools has a strategic
allocation range. At 31 March
2026, all of our investment
pools were within their strategic
allocation ranges.
Overall performance
At 31 March 2026, the investment portfolio
was valued at £2,847.8m, generating a return
of 6.1% during the year, with all investment pools
contributing to growth. This was achieved against
a continuing backdrop of uncertainty, economic
headwinds and geopolitical volatility. We believe this
performance reflects the resilience of our portfolio,
which is built around high-quality, well-managed
businesses, operating in attractive markets and
supported by strong market fundamentals.
Investment activity
During the year, we invested a total of £265.2m into
the portfolio, against which £257.1m of proceeds
were received, resulting in a net outflow of £8.1m.
Investment movements in the year
31 March
2025
£m
Investments
£m
Realisations
£m
Accrued
income
£m
Gains/
(losses)
£m
31 March
2026
£m
Income
£m
Return
3
%
Public Companies 964.7 141.4 (142.3) – (11.6) 952.2 23.2 1.2
Private Capital 870.7 7.0 (0.5) 2.6 74.9 954.7 36.1 13.1
Funds 897.3 116.8 (114.3) – 41.1 940.9 3.6 4.9
Total pools 2,732.7 265.2 (257.1) 2.6 104.4 2,847.8 62.9 6.1
Other investments
1
10.9 – – – (12.3) (1.4) 8.9
Total investments
2
2,743.6 265.2 (257.1) 2.6 92.1 2,846.4 71.8
Net cash 151.3 90.0
Other net assets 36.7 43.6
Net assets 2,931.6 2,980.0
1. Other investments include -£1.4m of non-pool provisions (31 March 2025: £10.9m non-pool investment).
2. Total investments as at 31 March 2026 includes £279.3m (31 March 2025: nil) relating to one investment that was classified
as assets held for sale in the group’s statement of financial position.
3. Returns for investments are calculated using the Modified Dietz methodology.
£2.8bn
Portfolio value
£8.1m
Net cash invested
6.1%
Portfolio return
Geographic, sector and currency exposure
PAGE 7
Caledonia Investments plc Annual Report 2026
24Strategic report
Governance
Financial statements
Other information
INVESTMENT
PORTFOLIO
M
I
C
R
O
S
O
F
T
F
U
N
D
S
H
I
G
H
V
I
S
T
A
F
U
N
D
S
A
X
I
O
M
A
S
I
A
I
N
S
T
R
U
M
E
N
T
S
T
E
X
A
S
D
E
C
H
E
N
G
F
U
N
D
S
P
H
I
L
I
P
M
O
R
R
I
S
B
U
T
C
O
M
B
E
G
R
O
U
P
C
O
B
E
P
A
A
I
R
-
S
E
R
V
E
U
R
O
P
E
S
T
O
N
E
H
A
G
E
F
L
E
M
I
N
G
Investment review continued
Our top 10 investments
Our top 10 holdings represent
a significant share of our portfolio.
£1,287.8m
Top 10 investments total value
43.3%
Net assets represented
Public Companies Private Capital Funds
Illustration not to scale.
VALUE
£279.3m
NAV
9.4%
VALUE
£215.0m
NAV
7.2%
VALUE
£206.5m
NAV
6.9%
VALUE
£142.4m
NAV
4.8%
VALUE
£88.1m
NAV
3.0%
VALUE
£76.9m
NAV
2.6%
VALUE
£76.2m
NAV
2.6%
VALUE
£69.9m
NAV
2.3%
VALUE
£67.7m
NAV
2.3%
VALUE
£65.8m
NAV
2.2%
Caledonia Investments plc Annual Report 2026
25Strategic report
Governance
Financial statements
Other information
PRICING
POWER
BUSINESS
MOAT AND
RESILIENCE
PROVEN
CAPITAL
ALLOCATION
OWNER
MENTALITY
COMPETITION
DIGITAL
Investment review continued
Investing in high-quality companies where
long-term ownership is rewarded.
Strategy
The Public Companies pool provides Caledonia
with exposure to a concentrated portfolio of
high-quality businesses selected through the
disciplined application of our quality framework.
We focus on companies with durable competitive
advantages, pricing power and management
teams who think and act like long-term owners
and are closely aligned with shareholders. We
believe these characteristics support sustained
compounding of value across market cycles.
The permanent nature of Caledonia’s balance
sheet is a defining advantage. Free from the
need to manage subscriptions or redemptions,
the team can act with patience and conviction
– deploying capital when opportunities arise
and holding investments through periods
of dislocation.
The global portfolio comprises two
complementary strategies: Capital and Income,
each holding between 15 and 20 companies.
The Income portfolio seeks an initial yield on
invested cost of 3.5%, with total dividends
growing ahead of inflation over time. The Capital
portfolio is higher growth with no yield target,
focusing on long-term value creation. Both
portfolios are managed by a single team, fully
focused on investing, applying the same research
discipline, unconstrained by benchmarks and
guided by a consistent long-term philosophy.
This is reflected in the average holding periods
of the companies in our portfolios: 8.4 years
for the Capital portfolio and 6.3 years for the
Income portfolio.
Performance
During the year, the Public Companies pool
delivered a modest total return of 1.2% (2.6%
in local currencies) against the backdrop of
considerable market volatility. Short-term market
weakness following the US tariff measures
announced in April 2025 on ‘Liberation Day’
added to that uncertainty and created
opportunities for us to deploy capital decisively,
reflecting the strength of our business model
designed to take advantage in periods of
dislocation. As the year progressed, evolving
views on AI-related opportunities increasingly
influenced share prices, while the conflict in Iran
contributed to a weaker market environment.
This had a particularly pronounced impact in
March 2026, with a decline in returns of 7.8%
in the month. In this context, fundamentals
remain important and the underlying operating
performance across our portfolio companies
generally remained strong. Over the last 10 years
the Public Companies pool has delivered returns
of 9.1% p.a..
A long-term investment horizon
• Capital invested from our balance sheet
• Not measured against a benchmark
Singular focus on investing
• No fundraising requirements
• Not subject to managing external inflows
or redemptions
High-conviction portfolios
• Two concentrated portfolios of 15–20
companies
• Fundamentally driven, bottom-up
investment approach
Our quality matrix
This underpins our disciplined investment
process. It ensures consistency in how
we assess opportunities and monitor
portfolio companies over time.
Our approach
Our differentiated investment strategy utilises
the benefit of Caledonia’s permanent capital.
Commitment to quality
• Focus on businesses with durable
competitive advantages
• Emphasis on metrics including pricing
power and disciplined capital allocation
Deep company engagement
• Long-term ownership across multiple
market cycles
• Access to senior management teams
Ability to act decisively
• Flexibility to deploy capital during periods
of market dislocation
Public Companies
WHAT SETS PUBLIC COMPANIES APART
Highly selective, chosen for quality
Caledonia Investments plc Annual Report 2026
26Strategic report Governance Other informationFinancial statements
GEOGRAPHY BY REGION (%)
HEADQUARTERED
North America
65%
UK
29%
Europe
3%
Asia
3%
SECTOR (%)
Industrials
24%
Information technology
21%
Consumer staples
13%
Financials
1
12%
Materials
11%
Consumer discretionary
6%
Healthcare
4%
Utilities
4%
Communication services
3%
Real estate
2%
0
2
4
6
8
10
12
10 years5 years3 years1 year
ANNUALISED RETURNS (%)
1.2%
5.9%
6.3%
9.1%
Public Companies total Capital Income
0.4%
5.0%
5.1%
4.7%
1.5%
6.2%
6.8%
11.2%
Investment review continued
32%
NAV
Our patterns of quality in action
Over time, the disciplined application of our
quality framework has revealed consistent
patterns across the portfolio. Businesses
that rank highly against our criteria exhibit
common underlying characteristics:
De-centralised businesses
Recurring revenues / installed base
Great culture / owner mentality
These patterns of quality are often evident in
companies with durable competitive advantages,
strong market positions and business models that
generate predictable and resilient cash flows.
We place particular emphasis on high returns
on invested capital, supported by disciplined
cost control and the ability to reinvest for growth
without excessive leverage. Management
quality is central to this assessment, with a
focus on teams that demonstrate thoughtful
capital allocation, long-term strategic vision
and alignment with shareholders.
We value businesses with pricing power,
structural growth tailwinds and the flexibility to
adapt as markets evolve. Combined with strong
governance and prudent balance sheets, these
traits help businesses withstand economic
cycles, reduce downside risk and steadily
compound value over time.
PERFORMANCE AT A GLANCE AS AT 31 MARCH 2026
Fastenal
Business: Industrial supplies
First invested: 2020
Value 31 March 2026: £48.8m
De-centralised businesses
• Empowers employees
• Enhances accountability, reduces bureaucracy
• Correct incentivisation key
Recurring revenues / installed base
• Vital product / service
• High customer retention
• Resilience through cycles
Great culture / owner mentality
• Culture can reinforce investment moat
• Owners think long term
• Aligned with shareholders
Oracle
Business: Software
First invested: 2014
Value 31 March 2026: £41.6m
Watsco
Business: Ventilation products
First invested: 2017
Value 31 March 2026: £64.3m
Find out more about Public Companies
SCAN QR CODE
30-40%
Strategic asset allocation
31
Companies
£952.2m
of NAV
1. Includes Charles Schwab, Moody’s Corporation,
Polar Capital and Sabre Insurance.
Caledonia Investments plc Annual Report 2026
27Strategic report Governance Other informationFinancial statements
PORTFOLIO MOVEMENTS (£M)
CAPITAL
0
200
400
600
800
1000
Closing
value
Investment
income
received
Investments
Total
return
Realisations
Opening
value
697.8
114.1
(117.1)
(13.6)
10.7
691.9
Investment review continued
Capital portfolio
We invest in high-
quality businesses with
significant moats and
pricing power – built
to compound value for
the long term.
Alan Murran
Co-Head of Public Companies
Significant pool investments
Name Business Geography First invested Value
£m
Pool
%
Return
%
Philip Morris Tobacco & smoke-free products US 2016 66.1 9.5 5.5
Microsoft Software US 2014 65.8 9.5 0.3
Texas Instruments Semiconductors US 2018 55.7 8.1 8.8
Watsco Ventilation products US 2017 48.2 7.0 (27.4)
Hill & Smith Infrastructure UK 2011 46.4 6.7 25.0
Charles Schwab Investment management US 2025 43.5 6.3 27. 3
Moody’s Corporation Financial services US 2022 43.0 6.2 (5.7)
Thermo Fisher Scientific Pharma & life sciences services US 2015 41.7 6.0 (0.8)
Oracle Software US 2014 41.6 6.0 96.3
Spirax Sarco Steam engineering UK 2011 34.3 5.0 11.1
Other 205.6 29.7
691.9 100.0 1.5
Performance
At the year end, the Capital portfolio was valued
at £691.9m and delivered a return of 1.5% in the
year, impacted by the performance in March of
-6.8% on the back of the wider market sell off.
The portfolio remains concentrated, comprising
18 holdings. Including the impact of foreign
exchange, over the last 10 years the portfolio
has delivered annualised returns of 11.2% p.a..
The strongest performers in terms of share
price returns were Oracle (96.3%), Polar Capital
(57.5%) and Charles Schwab (27.3%). Oracle’s
share price rose sharply in September following
a series of AI-related announcements, which
led to a significant re-rating of the shares. Our
return of 96.3% reflects the partial realisation
of gains given this strong performance, ahead
of a subsequent notable reduction in Oracle’s
share price. Polar Capital and Charles
Schwab’s performance followed an increase
in assets under management and improving
profit expectations.
Gains across the Capital portfolio were partially
offset by negative contributions primarily from
Charter Communications (-41.7%), Pool Corp
(-38.1%) and Watsco (-27.4%) due to a period
of softer demand in their end markets and the
investor sentiment that followed. However, we
remain confident in the longer-term prospects
of all and in fact took advantage of this market
weakness to top up our positions in each of
these holdings during the year.
Investment activity
Over the year we invested a total of £114.1m
and realised £117.1m, resulting in a net realisation
of £3.0m.
We initiated two new positions in the year: Charles
Schwab, a leading US financial services firm
with over $11 trillion assets under management,
and Cintas, a specialist corporate uniforms,
workplace supplies and safety services supplier.
We had been monitoring both holdings for a
number of years.
We initiated Charles Schwab and topped up a
number of other positions during the April 2025
period of market weakness.
We realised £65.4m from our holding in Oracle
during the year following the share price rally.
Since initiating the investment in 2014, we
invested a total of £35.2m and realised £112.4m,
including dividends. At 31March 2026, the
remaining holding was valued at £41.6m and the
annualised return since investment was 19.4%.
The portfolio exited positions in Ecolab
and Becton Dickinson. Additional trading
activity remained targeted, taking advantage
of share price movements in a number of
existing investments.
Caledonia Investments plc Annual Report 2026
28Strategic report Governance Other informationFinancial statements
0
50
100
150
200
250
300
PORTFOLIO MOVEMENTS (£M)
INCOME
266.9
27.3
(25.2)
(9.6)
0.9
260.3
Closing
value
Investment
income
received
Investments
Total
return
Realisations
Opening
value
Investment review continued
Income portfolio
Our strategy seeks to
deliver resilient, growing
income from high-quality
companies with strong
cash flows, even in
uncertain markets.
Ben Archer
Co-Head of Public Companies
Performance
The Income portfolio was valued at £260.3m and
delivered a return of 0.4% in the year, impacted by
the performance in March of -9.1% on the back of
the wider market sell off. Like the Capital portfolio,
it is concentrated, comprising 18 holdings, and is
not managed against a benchmark. Including the
impact of foreign exchange, over the last 10 years
the portfolio has delivered annualised returns
of 4.7% p.a..
The strongest performers were British American
Tobacco (‘BAT’) (49.1%), Sabre Insurance (34.9%)
and National Grid (30.6%). BAT benefitted from
broad operating progress supported by the
accelerating growth of its smoke-free offerings
while also paying an attractive dividend. Both
Sabre and National Grid continued to execute
well against their stated strategies.
Gains were partially offset by weaker share
price performances from RELX (-34.7%) and
Sage Group (-30.2%). Both companies suffered
from AI-related market concerns weighing on
valuations despite resilient trading and earnings
growth. However, we remain positive on their
longer-term prospects and we used this share
price weakness to top up our positions in both.
Investment activity
Over the year we invested a total of £27.3m and
realised £25.2m, resulting in a net investment
of £2.1m.
The portfolio initiated a new position in Paychex,
a leading provider of payroll, HR and employee-
benefits services to businesses. Other than this,
trading activity remained targeted with refined
positions in a number of existing investments.
Significant pool investments
Name Business Geography First invested Value
£m
Pool
%
Return
%
Philip Morris Tobacco & smoke-free products US 2021 22.0 8.5 6.3
National Grid Electricity UK 2015 21.0 8.1 30.6
Texas Instruments Semiconductors US 2020 20.5 7.9 10.0
Fortis Utilities US 2020 17.3 6.6 24.5
Fastenal Industrial supplies US 2020 16.2 6.2 21.4
Watsco Ventilation products US 2020 16.1 6.2 (26.1)
Unilever Consumer goods UK 2019 15.3 5.9 (11.6)
British American Tobacco Tobacco & smoke-free products UK 2015 15.2 5.7 49.1
RELX Research & consulting UK 2023 14.8 5.7 (34.7)
SGS Testing & certification Europe 2020 14.8 5.7 8.6
Other 87.1 33.5
260.3 100.0 0.4
Caledonia Investments plc Annual Report 2026
29Strategic report Governance Other informationFinancial statements
Investment review continued
Supporting private
companies to create
enduring value.
High-conviction investors
• Highly selective investing – no pressure to
deploy or realise capital within fixed timeframes
• Low deal volume enables decisive action
• Focused on long-term value creation
Flexible capital with a permanent
balance sheet
• Underpins our buy-to-own approach
• Capacity to provide follow-on capital
throughout the investment lifecycle
• Flexible ownership horizon – exiting only
when strategically and commercially aligned,
not by necessity
Lower-risk, strong partnership model
• Simple, well-aligned capital structures
• Conservative levels of financial leverage
• Close, collaborative working relationships
with management
A whole ecosystem of support
• Active support on M&A, including sourcing
and executing add-on acquisitions
• Clear governance structures
• Expertise in data and digital strategy
to strengthen competitive advantage
• Operational support to drive performance
improvement
Strategy
The Private Capital pool comprises a concentrated
portfolio of direct investments in private companies,
primarily within the UK mid-market. We adopt
a disciplined buy-to-own approach, investing
selectively in cash-generative businesses with
strong growth prospects, resilient market positions
and favourable underlying dynamics. Typically
committing £50m to £150m per investment, we
structure transactions with conservative levels
of leverage and a prudent approach to risk.
As a balance sheet investor, we operate outside
the traditional private equity fund model and
are not constrained by fixed investment or exit
timelines. This freedom of action allows us to
deploy capital with conviction, at low volume,
and to focus on long-term value creation rather
than transaction activity. We partner closely with
management teams, providing not only capital
but also a broad ecosystem of support –
including strategic guidance, M&A execution,
governance frameworks, data and digital
capability and operational support.
Our flexible ownership horizon enables us to hold
investments for extended periods, exiting only
when strategic alignment and market conditions
are optimal to maximise shareholder value.
Excluding the agreed sale of Stonehage Fleming,
the strategy has returned £1.1bn of realised
proceeds at an IRR of 17% and a multiple of 1.8x
cost from investments made since 2012.
We seek to partner with
established businesses, with
robust operating margins
and strong leadership that
balance a determination
to grow with a measured
sense of risk.
Tom Leader
Head of Private Capital
Private
Capital
WHAT SETS PRIVATE CAPITAL APART
Our unique
competitive
advantage
Find out more about Private Capital
SCAN QR CODE
Our approach
Our ‘buy-to-own’ philosophy
Caledonia Investments plc Annual Report 2026
30Strategic report Governance Other informationFinancial statements
GEOGRAPHY BY REVENUE GENERATION (%)
UK & Channel Islands
62%
Europe
31%
North America
3%
Other countries
3%
Asia
1%
SECTOR (%)
Industrials
1
41%
Financials
2
31%
Consumer discretionary
20%
Materials
3%
Consumer staples
2%
Information technology
2%
Healthcare
1%
0
5
10
15
20
10 years5 years3 years1 year
ANNUALISED POOL RETURNS (%)
PRIVATE CAPITAL
13.1%
9.6%
17.2%
12.2%
PORTFOLIO MOVEMENTS (£M)
PRIVATE CAPITAL
870.7
0
200
400
600
800
1000
7.0
(0.5)
(33.5)
111.0
954.7
Closing
value
Investment
income
received
Investments
Total
return
Realisations
Opening
value
Investment review continued
Quality businesses
What we look for:
• Favourable market dynamics
• Well positioned in its market with
a sustainable competitive advantage
• Attractive financial metrics
• Strong management team
• Multiple levers for growth
• Exit flexibility
Quality investment
opportunities
How we select opportunities:
• £50m-£150m of initial equity
• Management investing alongside us,
with an aligned risk appetite
• Control management buy-out
or preferred minority positions
We focus on a discerning subset
of opportunities – those where our
approach is understood and valued.
We prioritise situations that combine
high-quality businesses with compelling
investment characteristics.
Sophie Bell
Head of Origination
Origination
Our origination efforts are focused
primarily on the UK intermediary market
We maintain broad coverage of corporate finance
advisers, supported by strong relationships with
brokers, lawyers, accountants, and both current
and former management teams, alongside
targeted direct origination in sectors of interest.
Each year, we review around 350 opportunities
– more than 2,200 since 2020 – and selectively
concentrate on those that meet our quality
threshold. Our conversion rate of bids submitted
to investments made since FY14 is 41%, which
reflects our high-conviction approach, our ability
to win and our investment discipline to walk away
when appropriate.
41%
Conversion rate since FY14
32%
NAV
25-35%
Strategic asset allocation
14.0% p.a.
Target return
£954.7m
of NAV
8
Companies
1. Includes AIR-serv Europe, DTM and Cooke Optics.
2. Includes Stonehage Fleming.
c.350
Opportunities reviewed p.a.
PERFORMANCE AT A GLANCE AS AT 31 MARCH 2026
Caledonia Investments plc Annual Report 2026
31Strategic report Governance Other informationFinancial statements
% uplift on NAV 12 months prior to exit
Proforma
2
0%
20%
40%
60%
80%
100%
0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%
IRR
On completionMar 26Mar 25Mar 24Mar 23Mar 22Mar 21Mar 20
89
116
145
150
179
234
c.305
296
Cumulative dividends
Capital gain
Invested cost
Investment review continued
Caledonia has a strong track record
of delivering successful realisations,
demonstrating disciplined execution
and effective capital recycling. We
partner with management to build
high-quality businesses that become
strategically attractive to prospective
acquirers. From investments made
since 2012, we generated £1.4bn
of proceeds from realisations, returning
approximately £0.7bn of net cash.
As the chart below illustrates, realised
exits have typically achieved
meaningful uplifts to prior year carrying
values, evidencing both valuation
discipline and our ability to deliver
value at exit.
17%
IRR on realised
investments
1
£1.4bn
Proceeds generated from
realisations
1
2.0x
Multiple on cost
1
1. From investments made since 2012 and includes the agreed sale of Stonehage Fleming. Buzz
Bingo not included in the chart but included in the overall realised IRR of 17%. Performance
of Buzz Bingo was materially impacted by the Covid-19 pandemic and was sold for a nominal
amount in 2021.
2. Stonehage Fleming expected proceeds of c.£290m. IRR calculated based on cash received
on 30June 2026. % uplift calculated versus NAV at 31 March 2025.
OUR INVESTMENTS IN FOCUS
Stonehage Fleming
Significant minority position in Europe’s leading independent
multi-family office, serving the ultra-high net worth market.
Realisation activity
Successful track record of exits and generating a
meaningful valuation uplift over carrying values.
LTM NAV GROWTH VS. CALEDONIA IRR
2
(SIZE OF BUBBLE REPRESENTS CALEDONIA TOTAL PROCEEDS)
+$125bn
AuA/M to $175bn
+440
Employees to c.990
+2,000
Clients to c.3,000
4
Strategic acquisitions
+7
New geographies
Progression through ownership
1
Quality business
• Attractive model with high margins, strong free cash flow
and low capital intensity
• Premium brand; high customer retention; clear runway
for international expansion
2
Working in partnership
• Streamlined governance structure
• Invested in technology to improve margins and internalise
services that were outsourced
• Enhanced business development delivering strong organic growth
• Completed four strategic acquisitions expanding the product
offering and geographic reach
3
Selling well
• The business has been a consistent performer, a true compounder
– delivering strong returns throughout ownership and on exit
Our long-term partnership-driven
approach has delivered exceptional
value for all stakeholders.
From the outset, we weren’t
looking for a conventional
private equity investor. We
wanted a long-term partner
whose approach aligned with
our multigenerational mindset
and who would be trusted by
our clients. Caledonia brought
exactly that – patient capital
and a constructive partnership
approach.
Giuseppe Ciucci
Chairman, Stonehage Fleming
30%
Uplift to carrying value
3.2x
MOIC
PROFORMA EXIT METRICS
2
Expected
(£M)
Caledonia Investments plc Annual Report 2026
32Strategic report Governance Other informationFinancial statements
Investment review continued
Performance
At 31 March 2026, the Private Capital portfolio
consisted of eight companies, with the top five
investments representing c.95% of pool NAV.
The portfolio was valued at £954.7m and
generated a return of 13.1%, driven primarily by
the agreed sale of Stonehage Fleming and good
operational performance from AIR-serv. Including
the impact of foreign exchange, over the last 10
years the Private Capital pool has delivered an
annualised return of 12.2% p.a..
The majority of the portfolio is valued on an
earnings multiple basis, with these multiples in
the range of 10 to 14.5 times last 12 months’
earnings before interest, tax, depreciation and
amortisation (‘LTM EBITDA’). Gearing levels are
low, with net debt typically in the range of 2 to
2.5 times LTM EBITDA.
Portfolio summary
On 2 September 2025, we announced the
agreed sale of Stonehage Fleming, a leading
multi-family office providing advisory services
to the ultra-high net worth market. Expected
cash proceeds are c.£290m and completion
is expected in mid 2026.
The expected cash proceeds represent a 3.2x
multiple on cost and a £67m or 30% uplift to
the carrying value at 31 March 2025.
We first invested in Stonehage Fleming in 2019
and during our period of ownership the team has
delivered upon our investment thesis, which was
centred on building scale, international reach and
providing additional services to the fast-growing
ultra-high net worth market.
The valuation at 31 March 2026 of £279.3m
reflects expected cash proceeds less a c.3.5%
discount in recognition of the limited transaction
execution risk and time value of money.
AIR-serv Europe is a leading designer and
manufacturer of air, vacuum and jet wash
machines, which it provides to fuel station
forecourt operators across the UK and Western
Europe. The business has c.60% market share,
with c.23,500 machines installed at over 15,000
customer locations. It delivered solid year-on-
year growth, supported by operational
efficiencies and expansion of its estate, with
c.500 machines installed in the year. Operations
also expanded to include Portugal and Austria.
Caledonia received a dividend of £24.5m during
the year, bringing total dividends received since
acquisition to £30.7m. The valuation at 31 March
2026 was £215.0m, a return of 23.8% for the year.
Cobepa, the Belgian-based investment company,
owns a diverse portfolio of 22 private global
investments. During the year, Cobepa made three
new investments, multiple follow-on investments
and one partial realisation. The valuation at
31 March 2026 was £206.5m, a return of 8.8%
(4.2% in local currency) for the year, with strong
performances from some of Cobepa’s largest
investments driving returns.
Butcombe Group (formerly Liberation Group),
is an inns and drinks business with an estate
of 71 managed and 49 tenanted pubs, stretching
from Southwest London to Bristol and the
Channel Islands. The business delivered a good
performance overall, led in particular by the
managed pubs division, which again delivered
strong trading across the estate. This was
achieved against a challenging macroeconomic
backdrop and the increases to National Insurance
and the National Minimum Wage in the UK.
The continuing programme of improvements
to the Cirrus estate is also generating positive
results. The valuation at 31 March 2026 was
£142.4m, a return of 4.4% for the year.
DTM, the UK’s leading independent provider
of outsourced tyre management services to
fleet operators, was acquired in August 2024.
Headquartered in Blackpool, DTM has over 100
employees and serves c.250 fleet customers
with c.285,000 vehicles and c.1.3 million tyres
under management. Enabled by a proprietary
technology platform, which allows customers to
maximise their fleet efficiency, compliance and
output, DTM connects the vehicles it manages
to a national network of over 3,500 service
provider locations. Since acquisition, DTM has
strengthened its management team, which is
now delivering tangible benefits including an
improvement in new business momentum.
The valuation at 31 March 2026 was £57.7m,
a return of 4.7% for the year.
Active support,
owning with
confidence
Significant pool investments
Name Business Geography First
invested
Value
£m
Pool
%
Return
%
Stonehage Fleming Family office services Channel Islands 2019 279.3 29.3 27.6
AIR-serv Europe Forecourt vending UK 2023 215.0 22.5 23.8
Cobepa Investment company Europe 2004 206.5 21.6 8.8
Butcombe Group Pubs, bars & inns Channel Islands 2016 142.4 14.9 4.4
Direct Tyre Management Tyre management services UK 2024 57.7 6.0 4.7
Other 53.8 5.7
954.7 100.0 13.1
Caledonia Investments plc Annual Report 2026
33Strategic report Governance Other informationFinancial statements
DIVERSIFICATION ACCESS LONG-TERM PERFORMANCE
Investment review continued
Selection Diversification
PIPELINE
~250
MANAGERS
600+
COMPANIES
82
FUNDS
46
MANAGERS
UNIVERSE
500
MANAGERS
MARKET
2,350
MANAGERS
Portfolio
FUNDS
IDEAS
How we invest in funds
With a strong focus on partnership,
the process we have developed gives
investors diversification into markets they
could not access alone, underpinned by
a rigorous risk management system that
delivers strong long-term performance.
Strategy
The Funds pool partners with experienced,
operationally focused managers in North America
and Asia. The pool provides exposure to two
markets that would otherwise be challenging to
access directly, while enhancing diversification.
The pool comprises 82 funds managed by 46
managers, with an underlying portfolio of over
600 companies in our directly held funds.
North America-based funds represent 62% of the
Funds pool and focus on the lower mid-market,
investing in established, small to medium-sized,
often owner-managed businesses. As often
the only European investor in these funds, we
gain access to domestically focused companies
operating across a broad range of sectors
that underpin everyday American life. These
managers often provide the first institutional
capital to portfolio companies, supporting
professionalisation and expansion through
organic growth initiatives and targeted M&A.
Investments are generally made at lower entry
multiples and with more conservative leverage
than larger buyouts, meaning returns are driven
principally by operational execution and value
creation rather than financial structuring.
Our Asia funds account for 38% of the pool and
seek to benefit from the region’s growing middle
class and its increasing role in global innovation.
We invest across sectors positioned to benefit
from these structural trends, particularly
healthcare and technology. These funds typically
back businesses in the early stages of significant
growth. While focused on domestic markets and
local growth drivers, a small number – particularly
healthcare-focused strategies – also invest
selectively into the US.
Funds
Disciplined,
selective and
diversified
Established
process
Deep
markets
Skilled and
experienced
managers
Disciplined
diligence
Steady capital
deployment
Ongoing
engagement
and monitoring
Partnering with fund
managers to access
attractive markets globally.
The team seeks
to partner with proven
managers in attractive
markets. These long and
profitable relationships
typically span multiple
fund vintages.
Jamie Cayzer-Colvin
Head of Funds
WHAT SETS FUNDS APART
Investment process Monitoring
Find out more about Funds
SCAN QR CODE
Caledonia Investments plc Annual Report 2026
34Strategic report Governance Other informationFinancial statements
GEOGRAPHY BY REGION (%)
North America
62%
Asia
38%
BY STRATEGY (%)
North America buyout
54%
North America fund of funds
6%
North America other
2%
Asia venture and growth
23%
Asia fund of funds
15%
0
3
6
9
12
15
10 years5 years3 years1 year
ANNUALISED POOL RETURNS (%)
FUNDS
4.9%
3.1%
11.4%
13.1%
0
200
400
600
800
1000
1200
PORTFOLIO MOVEMENTS (£M)
FUNDS
897.3
Closing
value
Investment
income
received
Investments
Total
return
Realisations
Opening
value
116.8
(114.3 )
(3.6 )
44.7
940.9
Investment review continued
North America: Why the lower mid-market
A vast and fragmented market, underpinned by a large number
of established, profitable, founder-owned businesses.
£583.7m
North America: portfolio value
31 March 2026
£354.0m
Asia: portfolio value
31 March 2026
The US lower mid-market
comprises a significant number
of small, privately owned
businesses. Many are founder-
led, considering succession,
partial liquidity or a partner
to support the next stage of
growth. These companies are
established, profitable and
well-run, but have significant
scope for value creation.
Managers typically provide
the first institutional capital,
partnering with management
teams to strengthen leadership,
enhance systems and
processes, and drive organic
and inorganic growth.
The segment is less
intermediated and attracts
less capital than larger buyouts,
resulting in more attractive
entry valuations and reduced
competition.
The combination of disciplined
entry pricing and significant
value creation positions these
businesses to appeal to a
broader set of buyers – including
larger private equity firms and
strategic acquirers – creating
the potential for outsized returns.
Deep scientific and
technical capability
• Biotechnology
• Electric vehicles
• Robotics
Asia: One of the fastest-growing regions
in the world
Investing across a wide range of sectors, which are
set to benefit from secular trends, such as healthcare
and technology.
LARGE AND GROWING
MIDDLE CLASS
GLOBAL LEADER
IN INNOVATION
DIVERSIFIED
PORTFOLIO
1 billion
middle class consumers to be
added in Asia in this decade
Long-term structural growth
exposure to one of the largest
and fastest-growing regions
in the world today
32%
NAV
25-35%
Strategic asset allocation
12.5% p.a.
Target return
£940.9m
of NAV
82
Funds
ATTRACTIVE ENTRY VALUATIONS
AND LOWER LEVERAGE
SIGNIFICANT VALUE
CREATION POTENTIAL
Professionalisation
Operational improvements
Acquisitions
POTENTIAL FOR OUTSIZED
RETURNS
FAVOURABLE MARKET DYNAMICS
PERFORMANCE AT A GLANCE AS AT 31 MARCH 2026
Caledonia Investments plc Annual Report 2026
35Strategic report Governance Other informationFinancial statements
Investment review continued
Scaling a regional leader into a premier
residential lawn care platform
Founded in 2002 by Andy Kadrich
in his basement in Atlanta, Georgia,
Turf Masters grew from a small local
business with a handful of customers
into a trusted household name in Atlanta.
From the beginning, the company
distinguished itself through high-quality
application work, exceptional customer
service, investment in best-in-class
equipment and a people-first culture.
When CenterOak acquired Turf Masters
in 2022, the company was a strong
regional leader serving approximately
100,000 customers. As the business’s
first institutional investor, CenterOak
partnered closely with management to
accelerate Turf Masters’ evolution from a
regional operator into one of the nation’s
premier residential lawn care platforms.
CenterOak invested behind the core
value creation levers: talent, systems,
expanded service offerings and
scaled shared services. CenterOak
also supported 19 add-on acquisitions,
expanding the company’s branch
network from approximately 20 locations
to more than 40 and helping more than
double its customer base.
In addition, more than one-third of EBITDA
growth was organic, supported by new
customer wins, disciplined pricing, strong
retention and enhanced cross-selling
of high-margin ancillary services.
This balance of strategic M&A and organic
execution reflects the strength of
Turf Masters’ operating model and the
durability of its customer value proposition.
The investment in Turf Masters
exemplifies CenterOak’s differentiated
and repeatable value creation approach
across its mid-market funds.
The exit of Turf Masters marked the
second realisation from Fund II, a 2020
vintage fund, and the fourth CenterOak
exit in the past 24 months, with each
of those exits generating between 2.2x
and 3.5x net money-on-money.
Sector: Consumer discretionary
Realised: 2025
Progression through ownership
+19
Bolt-on acquisitions
+20
Locations
+100%
Increase in customer base
>3x
Net MoM on exit
STRONG FOUNDER-LED
ORIGIN STORY
PROVEN SCALABILITY
AND RAPID GROWTH
POSITIONED FOR GROWTH
UNDER NEW OWNERSHIP
TRANSFORMATION INTO
A NATIONAL PLATFORM
Trusted brand with ‘local service’ quality
Clear differentiation vs competitors
Doubled customer base and branch
footprint under CenterOak
Expanded to 40+ locations
Realised in December 2025 for > 3.0x net MoM
Strong systems, talent and expanded
service offering
Now a national lawn care platform
Professionalised business
Our long-standing
partnership with CenterOak
Partners, a Dallas, Texas-
based private equity firm,
spans more than 11 years.
We are invested across Funds I, II and III.
CenterOak focuses on business,
industrial and consumer services and
has built a strong track record of
creating value through organisational
development, operational improvement
and transformational growth.
CenterOak’s investment in Turf Masters
is a good example of this strategy in
action: partnering with a high-quality,
founder-built business, investing behind
talent, systems and growth initiatives.
Caledonia Investments plc Annual Report 2026
36Strategic report Governance Other informationFinancial statements
PORTFOLIO MATURITY (%)
(EXCLUDING FUNDS OF FUNDS)
< 1 year
6%
1 - 3 years
22%
3 - 5 years
32%
5 - 7 years
22%
7 years plus
18%
Investment review continued
Diversification
driving sustainable
growth
Performance
At 31 March 2026, the pool was valued at
£940.9m, comprising £583.7m of North America
funds, £354.0m of Asia funds and £3.2m of
legacy fund investments. The pool generated
a total return of 4.9% (7.1% in local currencies),
driven by positive performance from both our
North America (6.8% in local currency) and Asia
(7.7% in local currency) holdings. Including the
impact of foreign exchange, over the last 10
years, the Funds pool has delivered annualised
returns of 13.1% p.a..
The North America portfolio performance was
underpinned by quality realisations and continued
robust operating performance of the underlying
companies. Distributions have remained subdued,
as anticipated, amid continued macroeconomic
uncertainty and geopolitical headwinds. We
believe the portfolio is resilient, with significant
exposure to domestic end markets in the US and
to businesses characterised by sticky revenue
profiles. In our view, this leaves the portfolio
well positioned to withstand the current period
of volatility. Although we remain confident in
the fundamental strength of the underlying
companies, we expect distributions to remain
moderated in the near term given the prevailing
broader external environment.
Performance of the Asia portfolio was driven
by a number of specific exits in the biotechnology
sector across several funds and a recovery
in Asia listed valuations. It is encouraging to see
increased fundraising and IPO activity in the
region. We believe the portfolio remains well
positioned, with selective exposure to attractive
long-term growth themes including
biotechnology, electric vehicles and robotics.
Distributions have increased from post-Covid
lows and, while still below previous peak levels,
this marks further progress.
Investment activity
Overall, the Funds pool generated a net
cash outflow of £2.5m in the year. Drawdowns
totalled £116.8m, with 67% deployed into North
America funds and the balance into Asia funds.
Distributions totalled £114.3m, with 73%
distributed from the North America portfolio.
Portfolio maturity
Our primary funds portfolio has a weighted
average age of approximately 4.7 years (31 March
2025: 4.3 years). The weighted average age
of our North America holdings is 4.6 years
(31 March 2025: 4.0 years). The increase in weighted
average age reflects extended holding periods in
a slower exit environment. The weighted average
age of our Asia holdings is 4.9 years (31 March
2025: 4.9 years).
Uncalled commitments
Significant manager exposure
Name Business Geography First
invested
Value
£m
Pool
%
Return
%
De Cheng funds Private equity funds Asia 2015 76.9 8.2 23.3
Axiom Asia funds Funds of funds Asia 2012 69.9 7.4 (1.1)
HighVista Funds Funds of funds US 2013 67.7 7. 2 (6.2)
Unicorn funds Funds of funds Asia 2018 41.8 4.4 (3.6)
Vance Street funds Private equity funds US 2021 32.9 3.5 24.3
Asia Alternatives funds Funds of funds Asia 2012 32.5 3.5 (0.3)
Ironbridge funds Private equity funds US 2016 30.3 3.2 25.3
American Industrial Partners Private equity funds US 2024 28.9 3.1 23.8
Stonepeak funds Private equity funds US 2015 28.5 3.0 (0.3)
Transom funds Private equity funds US 2017 26.9 2.9 11.6
Other investments 504.6 53.6
940.9 100.0 4.9
At 31 March 2026, uncalled commitments were
£346.1m (2025: £415.9m), 78% to North America
and 22% to Asia.
During the year, US$55m was committed to
North America lower mid-market buyout funds;
US$30m to an existing manager and US$25m
to a new manager.
Caledonia Investments plc Annual Report 2026
37Strategic report Governance Other informationFinancial statements
Financial review
Caledonia ended the year with net assets of
£2,980m (568p per share) (2025: £2,932m;
548p per share), delivering a return of 5.4% for the
year. This NAV performance was driven by generally
good operating performance across the portfolio
in challenging conditions, partially offset by recent
equity market volatility and foreign exchange
movements. Backed by a portfolio of high-quality
companies and a long-term investment philosophy,
we are well positioned to navigate uncertainty
and deliver sustainable real returns over time.
Positive
value
uplift
Our strong balance
sheet and liquidity position
give us the flexibility
to invest when the right
opportunities arise.
Rob Memmott
Chief Financial Officer
Caledonia Investments plc Annual Report 2026
38Strategic report
Governance
Financial statements
Other information
31 Mar 2026Dividends
paid
Share
buybacks
NAV before
dividends and
share buybacks
OtherManagement
expenses
FXInvestment
income
Net
investment gains
1 Apr 2025
2,931.6
126.8
62.9
(22.4)
(29.9)
(7.0)
3,062.0
(34.6)
(47.4)
2,980.0
Total investment portfolio return: £167.3m
Financial review continued
Our annualised NAVTR over 10 years is 9.2%, outperforming inflation
by 5.8% and the FTSE All-Share by 0.5% over the same period.
Summary balance sheet
£m
31 Mar
2025 Investments Realisations
Investment
income
1
Total
return
31 Mar
2026
Total investment portfolio 2,732.7 265.2 (257.1) (60.3) 167.3 2,847.8
Other investments
2
10.9 – – (8.9) (3.4) (1.4)
Total investments
3
2,743.6 265.2 (257.1) (69.2) 163.9 2,846.4
Net cash 151.3 90.0
Other net assets 36.7 43.6
Net assets 2,931.6 2,980.0
1. Investment income is net of movement in accrued income of £2.6m.
2. Other investments include -£1.4m of non-pool provisions (31 March 2025: £10.9m non-pool investment).
3. Total investments as at 31 March 2026 includes £279.3m (31 March 2025: nil) relating to one investment that was classified as assets held for sale in the group’s statement
of financial position.
Total comprehensive income
The company seeks to generate total profits
from both investment income and capital
growth. For the year ended 31 March 2026, total
comprehensive income was £135.1m (2025:
£66.9m), of which £40.4m (2025: £30.9m) was
derived from revenue and £94.7m (2025: £36.0m)
from capital.
Revenue performance
Total comprehensive income was £40.4m
(2025: £30.9m), an increase of £9.5m, driven
by an £11.2m increase in investment income
from the portfolio, £3.4m decrease in ongoing
management fees and other non-recurring
expenses, offset by £5.4m of lower net
finance income.
Investment income from the portfolio of
£54.9m (2025: £43.7m) is comprised of £23.2m
of dividends from Public Companies (2025:
£21.8m), £28.1m from Private Capital (2025:
£17.5m) and £3.6m from Funds (2025: £4.4m).
The increase of £10.6m in Private Capital is
mainly due to the AIR-serv dividend of £24.5m
in the year, of which £8.0m is included in the
Capital comprehensive income statement.
Investment income from other investments
totalled £8.9m (2025: £9.0m), representing
a distribution paid by an intra-group non-
consolidated entity from trading reserves.
The company’s revenue management expenses
were £1.3m lower than last year at £24.6m
(2025: £25.9m), primarily reflecting a reduction
in non-recoverable indirect taxes.
Ongoing charges
Our ongoing charges ratio for the year was
0.83% (2025: 0.87%). This ratio is calculated on
an industry standard basis, comprising published
management expenses over the monthly average
net assets.
CHANGE IN NET ASSETS (£M)
Caledonia Investments plc Annual Report 2026
39Strategic report Governance Other informationFinancial statements
Financial review continued
Income statement
31 Mar 2026 31 Mar 2025
Revenue
£m
Capital
£m
Total
£m
Revenue
£m
Capital
£m
Total
£m
Investment income – portfolio
1
54.9 8.0 62.9 43.7 – 43.7
Net gain on fair value investments – portfolio
2
– 104.4 104.4 – 50.2 50.2
Total return 54.9 112.4 167.3 43.7 50.2 93.9
Investment income – other investments
1
8.9 – 8.9 9.0 – 9.0
Net loss on fair value investments – other investments
2
– (12.3) (12.3) – (6.3) (6.3)
Net gain / (loss) on fair value property – 0.6 0.6 – (1.3) (1.3)
Other income 0.9 0.6 1.5 0.9 0.4 1.3
Total net investment income 64.7 101.3 166.0 53.6 43.0 96.6
– ongoing management (24.6) – (24.6) (25.9) – (25.9)
– performance awards
3
– (4.7) (4.7) – (5.8) (5.8)
– transaction costs – (0.6) (0.6) – (0.3) (0.3)
– exchange movements and other (0.2) – (0.2) (1.3) – (1.3)
– other expenses (non-recurring) (0.8) – (0.8) (2.9) – (2.9)
Net finance costs 1.0 – 1.0 6.4 – 6.4
Taxation and other 0.3 (1.3) (1.0) 1.0 (0.9) 0.1
Total comprehensive income 40.4 94.7 135.1 30.9 36.0 66.9
1. Total investment income from the portfolio and other investments £71.8m (2025: £52.7m).
2. Total net gain on fair value investments from the portfolio and other investments £92.1m (2025: £43.9m).
3. Performance awards of £4.7m includes £0.3m of costs recharged to an intra-group (non-consolidated) entity (2025: £0.5m of costs recharged).
Caledonia allocates expenses between revenue and capital in accordance with guidance from the Association of Investment Companies and broader market practice.
Inaddition to transaction costs, share-based payment expenses are allocated to capital. Caledonia’s share-based compensation is directly linked to investment performance
and is therefore viewed as an expense against gains on investments.
Capital performance
Total comprehensive income was £94.7m (2025:
£36.0m). The movement compared to last year is
predominantly due to the higher levels of capital
gains achieved from our investments.
Net fair value gains from the portfolio were
£104.4m (2025: £50.2m), and together with
portfolio investment income, as described above,
of £54.9m (2025: £43.7m) and capital investment
income of £8.0m (2025: nil), the portfolio
generated a total return of £167.3m (2025:
£93.9m), or 6.1%. Foreign exchange detracted
from performance – with 53% of our NAV
denominated in US dollars, the 2.2% strengthening
of Sterling against the US dollar resulted in a
£22.4m loss across our investment pools.
There was a property gain of £0.6m (2025: £1.3m
reduction) reflecting stable property valuations
on commercial properties.
The company’s capital management expenses
relating to performance awards were £4.7m
(2025: £5.8m). Transaction costs of £0.6m
(2025: £0.3m) were incurred, mainly linked to
due diligence work on new private equity and
fund investments.
Valuation
The company maintains a considered valuation
approach to all investments, applying caution
in exercising judgement and making the
necessary estimates.
Caledonia Investments plc Annual Report 2026
40Strategic report Governance Other informationFinancial statements
Financial review continued
All listed investments are valued based on the
closing bid price on the relevant exchange as
at 31 March 2026. Private Capital investments
are valued biannually, principally on a normalised
EBITDA/market multiple basis, in line with the
latest IPEV guidelines. Our holding in Cobepa
is derived from the valuation it prepares and
Stonehage Fleming is held at discounted
transaction price. The Funds pool valuations
are based on the most recent valuations
provided by the fund managers, subject to
cash movements from the valuation date. We
reviewed the valuation methodologies adopted
by fund managers and applied supplementary
consideration, where appropriate, to ensure
that market trends, including the impact of the
wider market sell off in March 2026 and other
developments at the reporting date, were
appropriately reflected in the Funds pool
valuations. No adjustments to fund manager
valuations were required. The NAV of the Funds
pool comprised 1.9% based on valuations dated
28 February 2026, 86.4% dated 31 December
2025 and 11.7% dated 30 September 2025.
The following chart summarises the source of
valuations across the portfolio, illustrating that
74% of the portfolio value is subject to either
market prices or independent external valuation.
Fund NAV
1
40%
Quoted price
34%
Earnings 16%
Discounted transaction price
10%
POOL A SSETS BY VA L UATI ON METHO D
1 Includes Private Capital investment in Cobepa.
Dividend
We recognise that a reliable source of growing
dividends is an important part of shareholder
return over both the short and longer term and
have extended our record of growing annual
dividends to 59 consecutive years. We paid an
interim dividend of 3.68p per share on 8 January
2026 and have proposed a final dividend of
4.00p per share. The total annual dividend for the
year of 7.68p per share is an increase of 4.4% on
last year. The interim dividend was re-profiled in
the year to be 50% of the prior year’s total annual
dividend, providing shareholders with a more
balanced dividend payment profile and a more
predictable income stream.
Including the proposed final dividend, the dividends
to be paid out of revenue earnings for the year
ended 31 March 2026 total £39.9m, which is
covered by net revenue for the year of £40.4m.
Capital allocation
Disciplined management of the balance sheet
is fundamental to maintaining its strength and
to ensuring the efficient allocation of capital.
Each of our investment pools has a strategic
allocation range to support a balanced portfolio
and at 31March 2026, all pools were within their
respective ranges. Following completion of the sale
of Stonehage Fleming, we expect the allocation
to Private Capital to reduce temporarily until new
investment opportunities are identified and we
are comfortable with that position. This reflects
our disciplined approach to capital allocation
and our commitment to remaining selective.
Alongside allocation to our investment strategies, we
remain committed to our dividend policy and, where
appropriate, share buybacks. While buybacks are an
important tool in managing the share price discount
and enhancing NAV per share, they must be
balanced against the need to remain appropriately
invested in the portfolio and positioned for long-term
value. Over the course of the year we allocated
£34.6m to purchase and cancel 9,465,511 shares
at an average discount of 34.7%, generating
3.49p or 0.6% of NAV per share accretion.
Cash flows, liquidity and facilities
On 13 May 2026 the revolving credit facility of
£325m was extended for a further two years on
exactly the same terms. The facility comprises
£150m over a five-year term expiring in August
2031 and £175m over a three-year term expiring
in August 2029.
At 31 March 2026, total liquidity of cash and
undrawn facilities was £415.0m, comprising
£90.0m of cash and £325.0m of undrawn facility.
Proceeds of c.£290m from our agreed sale of
Stonehage Fleming, expected in mid 2026, will
further enhance our liquidity position.
Our net portfolio investment cash flows were an
outflow of £5.8m. Investment into our portfolio
totalled £262.9m. Realisations from our portfolio
totalled £257.1m. After investment income,
management expenses, dividend payments to
our shareholders and share buybacks, net cash
outflow was £60.9m. At 31 March 2026, our net
cash was £90.0m (31 March 2025: £151.3m).
151.3
MOVEMENT IN NET CASH (£M)
31 Mar 2026
Share
buybacks
Dividend
paid
Management
expenses
& other
Investment
income
received
Realisations
– portfolio
Investments
– portfolio
1 Apr 2025
(262.9)
257.1
58.7
(32.2)
(47.4)
(34.6)
90.0
Uncalled commitments
Our total uncalled commitments were £346.1m
or US$455.7m (2025: £415.9m, US$537.3m), split
78% in North America and 22% in Asia. During
the year we committed a total of US$55m (2025:
US$200m) to two North American managers.
0
100
200
300
400
500
600
537.3
UNCALLED COMMITMENTS (US$M)
31 Mar 2026
Other
New
commitments
Drawdowns
1 Apr 2025
(150.4)
55.0
13.8 455.7
Foreign exchange
62% of our net asset value is non-Sterling
denominated. We do not hedge our foreign
currency exposure. However, this risk is fully
recognised by the business and considered
carefully within our risk management framework.
Rob Memmott
Chief Financial Officer
18 May 2026
Caledonia Investments plc Annual Report 2026
41Strategic report Governance Other informationFinancial statements
Sustainability
As an investment company, we outline how we
approach our investment decisions responsibly,
and manage our portfolio for today and the future.
We also explore how we manage our business
operations, for the benefit of our employees
and wider stakeholders.
What’s in sustainability?
Investing
for the long term
Our people and culture
Employee engagement 52
Fundraising and volunteering 52
Intern programme 53
The Caledonia Investments
Charitable Foundation 53
Equality, diversity and inclusion 54
Working environment 55
Health and safety 55
Grievance procedure and whistleblowing 55
Responsible investing
Our approach 44
Our investment portfolio 45
Climate and the transition to net zero 47
TCFD summary 50
Caledonia Investments plc Annual Report 2026
42Strategic report
Governance
Financial statements
Other information
Sustainability continued
Our approach recognises
that value creation is built
over years, through careful
judgement, enduring
partnerships and responsible
decision-making.
Our commitment to sustainability extends to
our people and wider stakeholders. We actively
promote an inclusive and supportive culture
based on our values – insightful, supportive,
responsible, considered and long term.
We’re very lucky with
the environment in which
we work, the resources
that are made available to
us and the colleagues we
work amongst. Caledonia
has a great culture.
Employee
Caledonia Investments
Responsible investing
Our people and culture
Our people are central to Caledonia’s long-
term success. We aim to foster a working
environment that is collaborative and aligned
with our values of being insightful, supportive,
responsible, considered and long term.
Read more
PAGE 52
We believe that responsible investment
and business success go hand in hand.
We are committed to building businesses
for the long term and consider the
environmental, social and governance
(‘ESG’) impact of the investments that
we make.
Read more
PAGE 44
Caledonia Investments plc Annual Report 2026
43Strategic report Governance Other informationFinancial statements
Sustainability continued
Our approach
Our approach to responsible investment (‘RI’)
and sustainability is grounded in our long-term
investment philosophy, reflected in the
characteristics we value in the companies
and fund managers with whom we partner.
We expect to invest in businesses and funds
which will:
• Grow, provide employment and generate
economic benefit in an environmentally
and socially responsible way, both during
and after our ownership
• Take a responsible approach towards the
environment and society, based on good
governance practices
Responsible
investing
We believe that responsible investment
and business success go hand in hand.
We are committed to building businesses
for the long term.
The working group:
Advises and assists in the continued
development of and implementation of our
approach to ESG matters across the business.
Continues to develop understanding
of climate-related matters.
Seeks to ensure that ESG matters are
appropriately factored into decision-
making processes.
Supports the development of our reporting,
particularly on climate-related matters.
MEMBERS
Executive:
• Chief Executive Officer (Chair)
• Chief Financial Officer
Investment pools:
• Senior members
of Public Companies
• Senior members
of Private Capital
• Senior members
of Funds
Group:
• Company Secretary
• Other key corporate
managers
Responsible Investment /
Responsible Corporate
(‘RI/RC’) Working Group
Caledonia’s RI/RC Working Group advises
and assists in the development and
implementation of Caledonia’s approach
to sustainability matters, including climate-
related issues. The group meets regularly
throughout the year.
Caledonia Investments plc Annual Report 2026
44Strategic report Governance Other informationFinancial statements
Sustainability continued
Our investment portfolio
We believe that responsible investment and
business success go hand in hand. We are
committed to building our businesses for
the long term and consider the ESG impact
of the investments we make.
Through proactive and constructive engagement
with our portfolio, we are committed to
fostering continuous improvement and driving
positive change.
Public Companies
Guided by deep fundamental research with
a disciplined focus on quality and resilience,
selection risk is managed by analysing numerous
characteristics for each company. These include:
• High-quality and durable business models
that enable long-term compounding
• Attractive end markets, for example with
secular growth tailwinds or limited competition
• Management with strong capital allocation
who think like owners; ‘culture is key’
• Typical good returns of capital
As active investors focused on the long term,
monitoring and engagement forms an important
part of how the team operates:
• We exercise our voting rights judiciously.
Votes are cast on all our holdings, ahead
of shareholder meetings
• We maintain open, direct dialogue with
the company to understand key issues
• We will vote with management unless we
believe it is contrary to our interests as a
long-term shareholder
Our approach means we do not typically invest
in capital intensive businesses directly involved
in the extraction and production of coal, oil or
natural gas.
Public Companies portfolio:
climate change metrics and targets
PAGE 47
Private Capital
As ‘buy to own’ investors, the team works
closely with management to support operational
improvement, good governance and compliance
with relevant sustainability regulations through
a lens of value creation and risk management.
This is done through the following:
• Board representation to enable active
oversight, influence and support on strategic,
operational and governance matters
• Regular, direct engagement with management
to review existing risks, identify new ones, and
monitor progress on key mitigation initiatives
• Structured ESG monitoring – including annual
ESG surveys, TCFD-aligned climate risk
assessments and company-specific KPIs —
allowing us to ensure that risks are well
managed and opportunities for improvement
are acted upon
Private Capital portfolio:
climate change metrics and targets
PAGE 48
Funds
Partnering with over 45 managers and investing
in over 80 funds with an underlying portfolio
of over 600 companies, our diligence, monitoring
and engagement framework is centred on
the following:
• Due-diligence: before committing to a manager,
we assess how ESG considerations are
integrated into their organisation, investment
processes and portfolio management
• Ongoing engagement and transparency
throughout each fund’s life: we maintain close
dialogue with our managers, engaging through
regular communications and update meetings.
Where we hold an Advisory Board seat,
we request that ESG is included on annual
meeting agendas. This enables us to stay
informed on material risks, emerging issues
and the progress of ESG initiatives
• Monitoring ESG performance and climate
risk across the portfolio: we continue to refine
the proxy calculation methodology to increase
accuracy and enhance our monitoring to
provide deeper insights across the portfolio
Caledonia Investments plc Annual Report 2026
45Strategic report Governance Other informationFinancial statements
Sustainability continued
We would like to
congratulate the whole team
at DTM for this certification.
It recognises their continued
progress across governance,
social value creation and
environmental management,
providing external validation
of the quality and maturity
of their approach.
Tom Leader
Head of Caledonia Private Capital
B-Corps are a network of businesses
committed to operating ethically and
sustainably. Businesses which meet the
requirements are viewed as respected
leaders in their field and must apply for
recertification every three years, helping to
ensure the highest levels of commitment.
A business built around people, customers and
responsible growth
Headquartered in Blackpool, DTM is the UK’s
leading independent tyre management provider,
managing over 285,000 vehicles and around 1.3
million tyres for fleet customers across the UK,
enabled by a scalable, technology-led platform
and a national network of service providers.
As a team, DTM has a genuine ambition to
act responsibly for each other, their customers
and communities and for the environment.
Governance that supports long-term resilience
DTM operates a robust governance framework.
In 2025, the company successfully renewed a
comprehensive suite of ISO certifications (9001,
14001, 45001 and 50001) and completed
recertification for Cyber Essentials Plus, with
work underway to implement ISO 27001 –
strengthening data security across the organisation.
Clear climate ambition, backed by measurable progress
DTM has set a net zero target for 2040, with
an interim commitment to halve emissions
by 2030 (versus a 2021 baseline). Transparent
measurement of Scope 1 and 2 emissions
cover all operations, including its vehicle fleet.
A SPOTLIGHT ON DTM
THE PACE FRAMEWORK
UNDERPINNING ALL AREAS OF DTM’S BUSINESS
People & culture
Knowledgeable, inclusive, supportive
team, connecting respectfully with
our colleagues, customers, suppliers
and communities.
Environmental
responsibility
Actively committed to an ESG
strategy, we act responsibly, and with
integrity, making environmentally
considerate decisions.
Approved network
Extensive, high-quality certified
service network, enabling us to
minimise vehicle downtime and
provide a quick response when
assistance is needed.
Customer focus
Delivering a customer-focused
approach that builds valued
relationships through digital platforms.
We provide data and insight to help
keep our customers safe and informed
whilst reducing their carbon impact.
DTM’s approach is underpinned by its internal
standards known as the PACE framework:
People & culture, Approved network, Customer
focus and Environmental responsibility
Ensuring that ESG considerations inform
decision-making across the organisation, the
company is a Living Wage Employer and places
colleague wellbeing at the centre of its culture,
evidenced by its Platinum Charter membership
for mental health. Regular engagement through
employee and customer surveys ensures the
company maintains high levels of retention,
performance and service quality, with insights
actively shaping policies and reinforcing
DTM’s high service ethos.
DTM’S ESG STRATEGY
COMMITTED TO A SUSTAINABLE FUTURE
ENVIRONMENTAL
Acting responsibly and
making environmentally
considerate decisions.
SOCIAL
Connecting with
integrity with our
colleagues,
customers, suppliers
and communities.
GOVERNANCE
Ensuring actions are
structured, maintained,
regulated and we
are accountable.
B-Corporation (‘B-Corp’)
status for DTM
Within Private Capital, our
portfolio company DTM
successfully achieved B-Corp
certification in November
2025, marking a significant
milestone in its journey to embed
responsible business practices at
the heart of its operating model.
Caledonia Investments plc Annual Report 2026
46Strategic report Governance Other informationFinancial statements
Sustainability continued
Climate and the transition to net zero
Our portfolio
As long-term investors, we take a proportionate, pragmatic approach to climate-related risk
management that reflects the nature of each of our investment pools while ensuring climate-related
risks and opportunities are appropriately considered. We recognise the importance of understanding,
assessing and managing the potential impacts of climate change across our investment portfolio.
We engage with our underlying portfolio companies and fund managers to understand and assess
their carbon emissions, while continuing to enhance our monitoring and reporting systems to enable
us to track progress towards a low-carbon future. We have set an expectation that the businesses
in which we invest target net zero Scope 1 and 2 (market-based) emissions by 2050. The pace
at which these targets are achieved will vary across our portfolio, reflecting differences in business
models, sector dynamics and the evolving nature of climate-related risks and opportunities, including
regulatory developments, changes in consumer preferences and increasing pressure to reduce
emissions and address broader environmental issues.
Public Companies
Across Public Companies, we benefit from the more established disclosure frameworks adopted
by listed businesses, while actively monitoring areas of heightened climate exposure and risks.
We continue to expect that all businesses develop and implement strategies to achieve net zero
Scope 1 and Scope 2 emissions by 2050, or sooner if possible.
For our TCFD reporting, we continue to use the MSCI World Index as a benchmark owing to its
similar sector exposure to the companies within our portfolio.
The data we draw on from MSCI is subject to a reporting lag. The figures for 2026 primarily cover
the period from 1 June 2024 to 31 May 2025, while the comparative data largely reflects the period
from 1June 2023 to 31 May 2024.
The table below presents the primary metrics we use to quantify the Scope 1 and Scope 2
greenhouse gas (‘GHG’) emissions of the Public Companies pool, which form part of the aggregate
emissions linked to our investment portfolio:
Latest annual reported data
Scope
Pool
(2026)
Benchmark
(2026)
Variance vs
benchmark
Pool
(2025) Units
Total carbon emissions 1 and 2 13,186 41,157 -68% 12,956 tonnes CO
2
e
Carbon footprint 1 and 2 14 43 -68% 13
tonnes CO
2
e
/$m invested
WACI 1 and 2 58 104 -44% 51
tonnes CO
2
e
/$m sales
Carbon emissions data for our public company investments was obtained from the MSCI One platform. MSCI collects the data
from publicly available sources, including annual reports, the Carbon Disclosure Project and Government databases. All carbon
emissions data collected is classified per the GHG Protocol methodology to enable aggregation and comparability across investee
companies and sectors. We have not sought to verify this data and assume no responsibility for its accuracy or completeness.
The Public Companies pool saw a 2% increase in total carbon emissions over the year. This increase
was predominantly driven by changes in portfolio composition, including the addition of new holdings
and two disposals during the year. Despite this increase in absolute emissions, the pool continues
to demonstrate materially lower emissions intensity than the benchmark across all reported metrics.
Other key climate metrics we use to monitor companies in our Public Companies pool are as follows:
Other metrics
Pool (2026) Pool (2025)
Companies targeting net zero for Scope 1 and Scope 2 by 2050 78% 82%
Companies with a top quartile carbon management score 44% 60%
Green revenue exposure 5% 5%
The majority of the companies in our Public Companies pool have plans to achieve net zero
emissions by 2050 or sooner. A small number of companies have yet to establish net zero targets and
contribute c.16% of the pool’s total carbon emissions. Based on our knowledge and engagement with
these companies and their commitment to good corporate governance, we believe they will establish
appropriate targets.
While the proportion of companies with top quartile carbon management scores has declined, the
metric continues to indicate a solid level of climate management capability across the pool. This
reflects its evolving composition and varying stages of climate strategy maturity among investee
companies. We remain confident that, through ongoing engagement and oversight, companies will
continue to strengthen their management of climate-related risks and opportunities in line with our
net zero expectations.
Caledonia Investments plc Annual Report 2026
47Strategic report Governance Other informationFinancial statements
Sustainability continued
Private Capital
Within our Private Capital portfolio, our engaged ownership model enables us to support companies
to develop their climate strategies, including encouraging transparent reporting of Scope 1 and 2
emissions and identifying operational improvements that can reduce environmental impact.
This is the second year we have provided emissions data for our Private Capital businesses.
Emissions will vary significantly due to the different types of businesses we own in the portfolio.
This year, as these companies have continued to refine their reporting processes and collect
more comprehensive data, we have seen total carbon emissions increase, a reflection of greater
transparency and data availability.
Latest reported data
1
Scope Pool (2026) Pool (2025) Units
Total carbon emissions
2
1 and 2 7,127 6,743 Tonnes CO
2
e
Carbon footprint 1 and 2 10 10 Tonnes CO
2
e / £m NAV
WACI 1 and 2 14 10 Tonnes CO
2
e / £m sales
1. Since each of our portfolio companies has a different financial year-end, we have included the most recent data available.
2. Excluding our investment in Cobepa, a private equity manager with an underlying portfolio of companies, 99.9% of net asset value
of our Private Capital pool have provided emissions data, with most reporting the majority or all of their Scope 1 and 2 emissions.
Funds
In our Funds portfolio, we continue to work closely with our managers to support improved transparency
and to understand how climate-related risks are assessed within their own investment processes.
We have begun to develop our metrics and methodology for initial analysis of the weighted average
carbon intensity of the Funds portfolio using estimation factors derived from public markets proxy
data and will continue to refine this data based on the availability of data received from the managers
of the underlying funds.
Our business operations
We operate our business activities from a single central London office. Whilst our operational
footprint is modest in comparison to our broader investment activities, we remain committed to
operating our business in an efficient manner and to reducing our climate impact where feasible.
We set an ambitious goal to achieve net zero emissions for Scope 1 and Scope 2 (market-based)
emissions by 2030. We achieved our goal of net zero Scope 2 (market-based) emissions following the
switch to a renewable energy provider in 2022. In late 2025 we installed solar panels on the roof of our
office which are expected to make a small reduction to our location-based emissions in future years.
Our transition strategy to achieve net zero Scope 1 emissions is dependent on the implementation
of a low-carbon alternative to replace our traditional gas boiler heating system. During the year we
completed an assessment to achieve this, concluding a replacement with electric technology will be
required by 2037. Once implemented we expect our remaining Scope 1 emissions to reduce to net
zero. We have therefore revised our target with a goal to achieve net zero Scope 1 emissions by 2037
and to maintain net zero Scope 2 (market-based) emissions.
We continue to recycle nearly all waste and ensure that wastewater is safely returned to the sewer
system. The resulting emissions from water and waste processes are categorised under ‘other’
Scope 3 emissions and are considered immaterial.
It is worth noting that electricity consumption has risen since 2020, mainly due to the return of
colleagues to the office following the Covid-19 pandemic and, more recently, our decision to operate
24-hour security for enhanced safety. However, we continue to take measures via the adoption of
new technologies to help reduce our energy demand.
Travel
Employees primarily commute to the office via public transport and we actively encourage
sustainable travel through our cycle to work scheme. Our reported Scope 3 emissions primarily relate
to international business travel. This remains an important part of how we engage with and oversee
our globally diversified investment portfolio. Although our reported Scope 3 emissions have reduced
over the year, as long-term stewards of our shareholders’ capital, maintaining strong relationships
with our portfolio companies and fund managers is fundamental to our investment approach so
we expect these emissions to vary considerably from year to year, reflecting the continued need
for face-to-face engagement to ensure robust oversight and risk management.
Caledonia Investments plc Annual Report 2026
48Strategic report Governance Other informationFinancial statements
Sustainability continued
Climate change metrics and targets including greenhouse gas emissions
The data in the following tables has been prepared in accordance with the regulations, The
Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018, which implemented the Government’s policy on Streamlined Energy and
Carbon Reporting (‘SECR’).
Tonnes CO
2
e
Scope Source of GHG emissions – year to 31 March
2020 2021 2022 2023 2024 2025 2026
Scope 1
(direct emissions)
Combustion of fuel & facilities
operation
24 19 17 16 14 14 16
Including company car use
(sold in April 2022)
– – 4 – – – –
Scope 2
(indirect emissions)
Electricity purchase for own use
(location-based)
57 47 45 52 59 61 62
Electricity purchase for own use
(market-based)
57 47 – – – – –
Scope 1 & 2–
location-based
81 66 66 68 72 75 78
Scope 1 & 2–
market-based
81 66 21 15 14 14 16
Scope 3 Business travel 371 7 94 243 375 825 350
(indirect emissions) Other – – – 1 1 – 1
Total – location-based 452 73 160 312 448 900 429
Total – market-based 452 73 115 259 389 839 367
KPI – location-based Total emissions per average number
of employees
7.5 1.2 2.6 5.0 6.3 11.8 5.7
KPI – market-based Total emissions per average number
of employees
7.5 1.2 1.9 4.2 5.5 11.0 4.9
Average number
of employees
60 61 61 62 71 76 75
Please note:
1. These emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard
guidelines using UK Government GHG Conversion Factors for Company Reporting.
2. Caledonia consumes all its water from the mains, which we understand is sourced from high stressed areas, with all its waste
water currently being returned to the sewer. The resultant CO
2
emissions from its use of water are less than 1 tonne.
3. Caledonia generates a mix of recycled and general waste. The related Scope 3 GHG emissions are included within ‘Other’
in the table above.
4. The location-based method reflects the average emissions intensity of the grids on which energy consumption occurs,
while the market-based method reflects emissions from the 100% renewable electricity that we have chosen to purchase.
5. All of our reported emissions arise in the UK, with business travel primarily departing from or arriving in the UK. Accordingly,
this table does not include a separate column showing the annual UK proportion of global emissions.
6. The emission sources shown in the table above relate to companies included in the consolidated financial statements.
Under the SECR regime we are not required to report any emissions from companies outside the consolidated group.
7. Caledonia does not release any hazardous air pollutants. Material hazardous waste is limited to batteries and print toner,
both of which are responsibly recycled.
Other metrics Unit
2020 2021 2022 2023 2024 2025 2026
Electricity usage KWh(k) 224 199 214 270 286 298 357
Gas usage KWh(k) 100 93 91 76 67 68 80
Water consumption m
3
Data not available
798 1166 1085 1394
General mixed waste tonnes – – – –
Mixed recycling tonnes – – – –
WEEE waste tonnes – – – –
Confidential waste tonnes 2 2 3 2
Waste generation tonnes 2 2 3 4
Waste recycled % 99% 99% 100% 100%
Caledonia Investments plc Annual Report 2026
49Strategic report Governance Other informationFinancial statements
Sustainability continued
TCFD summary
We continue to recognise the importance of clearly communicating both financial and non-financial
ESG performance to our stakeholders.
This is the fourth year we have produced a separate Task Force on Climate-related Financial
Disclosures (‘TCFD’) report. The following section, which should be read in conjunction with
our TCFD report, summarises our response to each of the TCFD recommendations, and explains
how we incorporate climate-related risks and opportunities into each of the four TCFD pillars
of governance, strategy, risk management and metrics and targets.
As required by Listing Rule 6.6.6R (8), we consider these climate-related disclosures to be consistent
with the TCFD recommendations and recommended disclosures, other than the completion of
scenario analysis (strategy pillar disclosure (c)) and the development of metrics and targets for all
of our investment assets (metrics and targets pillar disclosures (a), (b) and (c)).
We have fully addressed the assets within our Public Companies pool. We have also increased our
disclosure for our Private Capital pool. Over time we will seek to develop our metrics and methodology
further as the quality of data improves and more information is available for our Funds pool.
Governance
Disclose the
organisation’s governance
around climate-related
risks and opportunities.
The board is collectively responsible for the long-term success of
Caledonia. It sets the company’s strategy, ensures that the necessary
financial and human resources are in place to enable the company
to meet its objectives, and reviews management performance.
Caledonia’s governance structure is proportionate to the size and
complexity of the business, with clearly defined responsibilities and
delegated authority. The board has delegated overall responsibility
for the delivery of the strategy to the Chief Executive Officer. Our
governance and reporting frameworks enable the board to have
oversight of the climate-related risks and opportunities which could
impact our business.
The board conducts deep-dive reviews of the activity and performance
of each of Caledonia’s three investment pools annually. To provide
enhanced visibility and monitor progress, an assessment of climate-
related risks and opportunities, together with appropriate metrics,
is incorporated into reporting.
The remuneration structure for our executive directors includes two
variable pay elements:
a. short-term incentive (bonus) to reward performance on an annual
basis against key financial and personal objectives.
b. long-term incentive to motivate the delivery of long-term shareholder value.
The structure of the annual bonus includes an assessment of delivery
against personal objectives, which include elements related to
responsible investment and being a responsible corporate.
Read the full report
SCAN QR CODE
TCFD report 2026
Our fourth standalone TCFD report sets out our progress towards
meeting all TCFD recommendations.
The purpose of this report is to provide our shareholders and
other stakeholders with a better understanding of our exposure
to climate-related risks, our strategic resilience to these risks
and the climate-related opportunities for our business.
Caledonia Investments plc Annual Report 2026
50Strategic report Governance Other informationFinancial statements
Sustainability continued
Strategy
Disclose the actual and
potential impacts of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy and financial
planning where such
information is material.
Our strategic aim is to achieve capital appreciation and dividend growth
for our shareholders over the long term through disciplined investment
and active stewardship of the assets in our portfolio. We recognise
our responsibility to support the transition to a lower-carbon economy.
This is why we have set an expectation that the businesses in which we
invest should target net zero emissions by 2050 (Scope 1 and Scope 2,
market-based). We keep this commitment under review, recognising the
pace of progress will vary across sectors and individual companies,
reflecting differing business models and operational footprints.
Our investment portfolio is well-diversified, with limited direct exposure
to high carbon-emitting industries such as oil and gas. We seek to avoid
investment in businesses that cause material harm to the environment
unless they have a clear strategy to reduce their impact over time.
We have considered both physical and transition risks over three time
horizons. The availability of robust data and quality information is a
prerequisite to effective analysis. We have used the most recent data
and information for the constituent businesses in the Public Companies
pool using MSCI’s One platform. This data has been used to support a
scenario analysis exercise to confirm the resilience of the pool to both
physical and transition risks, under various climate scenarios.
The scope of the analysis for the Private Capital pool covers seven
investee companies in the portfolio as at 31 March 2026. A data
collection framework to measure company-specific key performance
indicators alongside an annual survey enables year-on-year
progression to be measured on carbon emissions and other related
metrics. The analysis is qualitative in nature. Unlike the Public
Companies pool, there is no distinction between the methodology
applied for physical and transition risks. The scenario analysis is
tailored to the characteristics of each company in the portfolio and
is performed with reference to its sector and geographic footprint.
Within the Funds pool, we encourage General Partners to incorporate
climate-related risks and opportunities into their investment processes
and portfolio oversight and anticipate that similar information will
be developed for the constituents of this portfolio in future years.
Our business operations have a modest carbon footprint when
compared with the impact of our investment portfolio. We remain
committed to minimising the impact of our own operations on the
environment and mitigating the risks posed by climate change.
We set an ambitious goal to achieve net zero emissions for Scope 1
and Scope 2 (market-based) by 2030. We achieved our goal of net
zero Scope 2 (market-based) emissions following the switch to a
renewable energy provider in 2022.
As noted on page 48, our net zero Scope 1 emissions are dependent on
the implementation of a low-carbon alternative to replace our traditional
gas boiler heating system. We have therefore revised our target with a
goal to achieve net zero Scope 1 emissions by 2037 and to maintain net
zero Scope 2 (market-based) emissions.
Risk management
Disclose how the
organisation identifies,
assesses, and manages
climate-related risks.
The corporate approach to risk management is covered on pages 56
to 60 of this report.
Risks are assessed and managed in accordance with our corporate
risk management framework which includes ESG & climate change
as one of the principal risks.
Assessments of climate-related risks continue to be incorporated into
our strategy. In discharging its responsibilities, the board is ultimately
accountable for oversight of climate-related risks that could affect the
business. Non-executive director oversight of the risk management
framework and associated processes is exercised through the Audit
and Risk Committee (‘ARC’).
The Chief Financial Officer is responsible for ensuring that an
appropriate risk management framework is in place and each area of
the business is responsible for using that framework to identify, assess
and report on their risks and controls.
Investment managers identify climate-related risks in the portfolios
they manage supported by key functions such as Finance, Tax, Human
Resources, Facilities Management and Company Secretarial with
further oversight from the Operational Risk Committee and the Head
of Risk.
Risks within the companies and funds in which we invest are identified
through ongoing research using in-house expertise, external data
and reporting from investee businesses. Our business operations
use third-party resources to ensure a good practice approach is taken
for identifying risks and addressing them in a timely manner.
Metrics and targets
Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material.
Alongside our business operations, we continue to report Scope 1
and 2 emissions data of the Public Companies pool and the majority
of Private Capital’s portfolio NAV.
Information on specific metrics and targets are provided in the TCFD
report. In line with SECR requirements, we have also listed our GHG data.
Caledonia Investments plc Annual Report 2026
51Strategic report Governance Other informationFinancial statements
NEVER
FLEETING, ALWAYS
MEANINGFUL
WE DEDICATE
TIME TO OUR
PEOPLE
GIVING IT
GENEROUSLY TO
NURTURE THEIR
GROWTH
BOTH
PERSONAL AND
PROFESSIONAL
Sustainability continued
Employee engagement
Employee engagement remains a priority. Building on
the two previous colleague engagement surveys, we
continue to listen and shape enhancements to our
employee experience, wellbeing offering and internal
communications, ensuring colleagues’ views influence
how we continue to evolve as an organisation.
This year we focused on helping colleagues better
understand and navigate the benefits available to
them. We introduced an educational programme
to improve awareness of our workplace pension
scheme, enabling colleagues to make more informed
decisions about long-term financial planning.
We also launched a new share incentive plan, designed
to strengthen alignment between employees and
shareholders and to reinforce our culture of long-term
ownership. The plan was met with strong engagement,
with 82% of colleagues choosing to participate.
We were delighted that the plan went on to win
‘Best New Share Plan’ at the 2025 ProShare Awards.
We continue to invest in a working environment
where colleagues feel supported, included and
able to grow. Across the business, we promote
professional development and a culture that
encourages personal accountability and mutual
respect. Wellbeing remains a core element of
our people strategy. We regularly review our
policies and support structures to ensure they
meet the evolving needs of our teams. As part
of our ongoing wellbeing initiative, we introduced
in-office pilates classes during the year, aimed
at supporting physical and mental wellbeing.
We will build on the insights gathered from
our engagement surveys and maintain regular
dialogue with colleagues to ensure Caledonia
remains focused on sustaining a culture that
empowers people to do their best work and
supports long-term growth.
Fundraising and
volunteering
Alongside the support to the Caledonia
Investments Charitable Foundation, we foster
employee and stakeholder involvement across
the local communities within which Caledonia
and our investee companies operate. We offer
employees up to two additional days of leave
to support those causes that they feel
passionately about.
This year, amongst many activities, teams have
spent time volunteering for the Countryside
Education Trust and fundraising for The Passage,
a charity which supports people at risk of or
experiencing homelessness in London.
Our people
and culture
Our people are central to Caledonia’s long-term
success. We aim to foster a working environment
that is collaborative and aligned with our values
of being insightful, supportive, responsible,
considered and long term. These values shape how
we work together, how we make decisions, and how
we build trusted relationships across our business.
Our Time Well Invested manifesto guides our day-to-day working culture:
Caledonia Investments plc Annual Report 2026
52Strategic report Governance Other informationFinancial statements
Sustainability continued
Intern programme
Each summer we welcome a
cohort of students onto our ‘Sea
Lions’ intern programme, a four
week, structured and inclusive
learning experience designed to
introduce talented individuals to
the world of long-term investing.
The Caledonia Investments Charitable Foundation
The Foundation aims to provide transformative funding and support to
causes linked to Caledonia’s history, values, culture and team. This year,
the Foundation continued its programme of targeted giving, awarding
grants of c.£300,000 from the company, consistent with previous years.
14
Interns joined us in 2025
58
Interns have taken part in
the programme since 2021
The programme forms an important part
of our commitment to developing future
talent and reflects our culture of investing
time in people as well as capital.
The programme provides interns with a
holistic understanding of Caledonia and
how we create long-term value. They gain
exposure to each of our investment pools,
meet colleagues from across the business
and learn how our long-term philosophy
shapes decision-making.
The Sea Lions
Programme was more than
just an internship, it was an
investment. Through holistic
mentorship, site visits
and company socials, the
experience stretched us
intellectually, expanded our
horizons and exposed us
to the welcoming Caledonia
culture we had heard so
much about - it truly was
time well invested.
Abim Tayo, intern alumnus
2025
By supporting the development of a small
number of charities through a multi-year donation
programme, the Foundation hopes to provide
a catalyst for change, enabling the charities
to make a significant and lasting impact.
This year, the Foundation was pleased to
approve a multi-year grant to the Countryside
Education Trust (‘CET’). Founded in 1975, the
CET helps children and adults understand,
protect and conserve the countryside, offering
immersive residential experiences, outdoor
learning and hands-on conservation activities
from its Home Farm site in Beaulieu, Hampshire.
The CET operates an educational farm,
garden and orchard, a new Fort Climate
Centre focused on climate education, and
woodland-based treehouse classrooms that
inspire learning through direct experience
of the natural world. Ensuring fair access for
all is central to its mission, enabling children
from a wide range of backgrounds to benefit
from high-quality outdoor education.
The CET’s impact extends beyond schools.
Recent programmes have supported
internships and training for young people
entering conservation and climate-related
fields, offering practical skills in sustainable
farming, ecology and environmental education.
Caledonia Investments plc Annual Report 2026
53Strategic report Governance Other informationFinancial statements
Sustainability continued
Equality, diversity
and inclusion
Our recruitment and employment policies
are compliant with relevant UK legislation.
Recruitment, development and promotion
are based on suitability for the role. We will
not tolerate discrimination on the basis of age,
disability, gender reassignment, marriage and
civil partnership, pregnancy and maternity,
race, religion or belief, sex or sexual orientation.
While representation across seniority levels
has remained broadly consistent, we continue
to monitor diversity data across the organisation
to identify areas for future focus.
As at 31 March 2026, the gender distribution across the business is as follows:
Male number (%) Female number (%)
2026 2025 2026 2025
Board 8 (73%) 7 (64%) 3 (27%) 4 (36%)
Senior managers 14 (48%) 14 (50%) 15 (52%) 14 (50%)
All employees (including board) 37 (45%) 37 (44%) 45 (55%) 47 (56%)
Caledonia operates a flatter management structure than is often found in many other companies and, for information, 60% (2025: 60%) of direct reports to members of our Investment Committee
are female.
Investment employees
Male 69%
Female 31%
Support employees
Male 29%
Female 71%
INVESTMENT AND SUPPORT EMPLOYEES 2026
1
Investment employees
Male 69%
Female 31%
Support employees
Male 30%
Female 70%
INVESTMENT AND SUPPORT EMPLOYEES 2025
1
1. Excluding non-executive directors.
Caledonia Investments plc Annual Report 2026
54Strategic report Governance Other informationFinancial statements
Sustainability continued
In accordance with Listing Rule 6.6.6R (9) of the
FCA’s Listing Rules, the table below sets out details
of the diversity of the individuals serving on the
board and executive management as at 31March
2026. Our executive management consists of
members of our Investment Committee, being
the most senior level of management. Data was
obtained on a voluntary self-reported basis.
Working environment
We are committed to maintaining a high-quality
working environment that supports the wellbeing,
safety and productivity of all colleagues.
Our culture is built on openness, respect and
accountability, and we continually review our
policies and practices to ensure they remain
aligned with our values and with evolving
best practice.
Health and safety
The health, safety and welfare of our employees
remain a priority. As an office-based organisation
with a relatively low risk operational profile,
we nonetheless take a rigorous and proactive
approach to managing health and safety.
We have comprehensive health and safety
policies in place.
We continue to invest in measures that promote
physical and mental wellbeing and provide flexible
working arrangements that help colleagues
balance work and personal commitments.
Number of
board
members
Percentage
of the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 8 73 4 6 86
Women 3 27 – 1 14
Not specified/prefer not to say – – – – –
Number of
board
members
Percentage
of the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority-white groups) 10 91 4 7 100
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British 1 9 – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group – – – – –
Not specified/prefer not to say – – – – –
The board met the ethnicity diversity target
set out in LR 6.6.6R (9) (a) but not the two gender
diversity targets. Given the gradual change
in board membership, it will take time to meet
these targets.
For the year ended 31 March 2026, there were
no incidents reported under RIDDOR (‘Reporting
of Injuries, Diseases and Dangerous Occurrences
Regulations 2013’) and no work-related accidents.
Grievance procedure
and whistleblowing
Caledonia’s formal grievance procedures are
clearly communicated, providing all colleagues
with a structured yet flexible framework to
raise concerns.
There are established and robust whistleblowing
arrangements in place to provide a safe,
confidential and impartial channel for reporting
any potential misconduct in our business.
Employees are able to raise issues independently
of their immediate line management, ensuring
a culture of transparency and accountability.
Responsibility for oversight of our whistleblowing
procedure sits with the board.
96%
Of employees recommended
Caledonia as a great place to
work (employee engagement
survey March 2025)
Caledonia Investments plc Annual Report 2026
55Strategic report Governance Other informationFinancial statements
Risk management
A diligent framework
woven into our value
creation model
Risk management is an integral part of the
company’s business model and embedded
within its business operations. Caledonia’s risk
management framework seeks to ensure that
different parts of the group operate within
strategic risk appetite parameters integrated with
its governance and decision-making processes.
The board has overall responsibility for setting
and monitoring the company’s risk appetite.
Risk management reporting
Our employees and our culture provide the
foundations for managing risk at Caledonia,
where we have a history of effectively, and
successfully, navigating risk over the long term.
Our risk framework, supporting processes
and reporting evolve under a programme of
continuous development to ensure that the
key risks facing Caledonia are identified,
assessed and managed. Control assurance
is delivered through self-assessment, internal
risk assessments and external reviews.
Risk management is
embedded in everything
we do, ensuring the
business operates within
a strategic risk appetite
and that our decisions
are grounded in strong
governance.
Rob Memmott
Chief Financial Officer
Caledonia Investments plc Annual Report 2026
56Strategic report Governance Other informationFinancial statements
R
E
P
O
R
T
I
D
E
N
T
I
F
Y
M
A
N
A
G
E
M
E
A
S
U
R
E
M
O
N
I
T
O
R
RISK
MANAGEMENT
PROCESS
Risk management continued
IDENTIFY
the range of risks we need to manage that are relevant to
our business activities and strategy. The top-down risks that
Caledonia is exposed to form our principal risks
MEASURE
and assess the materiality
and magnitude of the risks
identified, and assign risk
ratings to articulate both our
risk profile and appetite position
MANAGE
the risks according to our rating
and control assessments.
The risk may not be accepted
as assessed and need remedial
actions to bring it back
within appetite
MONITOR
the risk exposures, through
regular risk reviews, analysis
of incidents and scenario
exercises, all of which could
trigger a reassessment of
the original rating
AUDIT AND RISK COMMITTEE
Reviews principal risks and detailed assessments as required
Monitors the effectiveness of the risk management framework
Reviews the control assurance programme
INVESTMENT
COMMITTEE
Implements the investment
strategy and approves individual
investments
VALUATION
COMMITTEE
Reviews investment valuations with a level
of scrutiny proportionate to portfolio
complexity and judgement involved,
supported by oversight from external audit
OPERATIONAL RISK
COMMITTEE
Monitors key operational risks against
risk appetite and reviews related
risk and control assessments, actions
and remediation
BOARD
• Sets the risk appetite in line with the business model and strategy
• Biannual investment pool reviews
• Approves material investments
• Opines on the internal control environment
BOARD
Approves strategy, investment decisions and risk appetite
THE RISK FRAMEWORK ALIGNS WITH AND SUPPORTS BUSINESS ACTIVITIES
Board committees
Management committees
STRATEGIC
• Board reviews investment pool
strategies and asset allocation
INVESTMENT
• Investment Committee reviews and
approves individual investments
MARKET
• Risks and sensitivities reviewed
regularly
• Market and portfolio volatility
reviews
OPERATIONAL
• Oversight by Operational Risk
Committee
• Robust systems and controls in place
ESG/CLIMATE CHANGE
• Implemented through RI/RC
Working Group
LIQUIDITY
• Detailed cash forecasting
supported by scenario analysis
• Revolving credit facility in place
Principal risks
Our principal risks reflect the aggregate view
of underlying risk assessments.
The board and Audit and Risk Committee assess
these risks during the year, considering any changes
or additions in light of the external environment
(market, legal or regulatory changes) or following
changes to our own business activities that might
expose us to additional risks. During the year we
have assessed the impact that the accelerated
adoption of AI technologies might have on our
operations and investment strategy and evolved
our controls to manage potential risk exposures.
Whilst external developments have heightened
our exposure to some risks, no new material
current or emerging risks have been identified.
We are monitoring areas of heightened exposure,
particularly in respect of market risk where ongoing
geopolitical tension is maintaining volatility across
global financial markets.
We continue to be faced with an environment
of elevated cyber threats, maintaining this as
our most material operational risk. Ongoing
control reviews in this area, including by external
consultants, ensure that our network and system
defences remain robust.
We have set out our six principal risks on pages
59 to 60, highlighting developments throughout
the year and our assessment of their current rating
alongside indicators reflecting current sentiment.
Risk governance, structure
and responsibilities
Risk management and its governance is the
responsibility of the board, with specific
components delegated to the Audit and Risk
Committee. The executives are given the task of
managing an effective and transparent process
to ensure that current and emerging risks are
identified, measured, managed, monitored and
reported on. The board sets the risk appetite
in line with the business model and strategy.
Risk management framework
The risk framework supports and informs business activity and decisions, managing risk
through a set of integrated processes.
Assessment, management and reporting of principal risk categories
INTERNAL
CONTROL
ASSURANCE
RISK
ANALYSIS &
REPORTING
REPORT
key risk exposures, control
assessments and actions for
risks outside appetite. Detailed
reporting to the Operational
Risk Committee with
aggregate dashboards to the
Audit and Risk Committee
and the board
Risk governance, structure and responsibilities
Caledonia Investments plc Annual Report 2026
57Strategic report Governance Other informationFinancial statements
Risk management continued
Risk appetite statements
STRATEGIC RISK
The strategy of the business is to invest
in equities, across a variety of asset
classes, sectors and geographies.
The nature of equity investing leads
to a balance of risk and reward, leading
to a measured risk appetite
LIQUIDITY RISK
Having sufficient liquidity to meet both
liabilities as they become due and fund
investment opportunities is critical to our
strategy and viability. There is no appetite
for circumstances that would result in
a lack of liquidity
OPERATIONAL RISK
We do not seek to take on operational risk but
the key sources of this risk type are inherent
within our business processes and operations.
A material operational risk failure could harm
our business and reputation, as such our
overall appetite for any to crystallise is low.
In certain critical areas, notably protecting
our systems and data from cyber threats and
ensuring compliance with applicable laws
and regulations, we aim to reduce risk
exposure to the lowest achievable level
MARKET RISK
As investors in equities, the business is
automatically exposed to a number of
market-driven risks. Whilst our strategy
and approach to risk aim to mitigate
these risks they cannot fully remove
them. The nature of equity investing leads
to a balance of risk and reward, leading
to a measured risk appetite in this area
INVESTMENT RISK
Individual investment decisions rely on
judgement which can result in poor or
untimely investments and divestments.
To manage this the business operates
a comprehensive diligence and review
process ensuring investments are made
carefully, balancing risk and reward, allowing
our experts the time to analyse all aspects
before committing capital or divesting.
We have a very low appetite for non-
compliance with our investment process
ESG & CLIMATE CHANGE
We continue to evolve the integration
of ESG matters into our investment
activity; this reflects a low tolerance
for ESG risks that could impact our
stakeholders, undermine our long-term
sustainability objectives or damage
our reputation
This is communicated through the executive
to all those with managerial responsibilities.
The illustration on the previous page depicts
the risk governance structure in place and the
responsibilities of each committee.
Risk reporting
We report on changes and developments across
our principal risk exposures. Risk reports are
provided at least biannually to the Audit and
Risk Committee for review before submission
to the board. Any material issues or changes
are escalated to the board for further discussion.
The Audit and Risk Committee reviews all key
risk types. An investment risk report is submitted
to the Audit and Risk Committee biannually,
providing analysis of investment portfolio risks
arising from our investment strategy. Exposures
are measured against defined risk parameters
and include asset allocation, performance,
investment volatility, diversification and liquidity.
Operational risk reporting is reviewed by the
Operational Risk Committee. It receives detailed
risk updates from all the business units and
monitors Caledonia’s exposure to all types of
operational risk including legal and regulatory,
fraud, key business process failure, people risk
and business continuity failure. The Committee
closely monitors cyber security exposure,
receiving regular updates from the IT Director.
Internal control assurance
To meet the requirements of the 2024 UK
Corporate Governance Code regarding internal
controls, specifically Provision 29, Caledonia
put in place a programme of activity to reconfirm
and reassess our material controls.
The board and Audit and Risk Committee have
actively engaged with the programme, reviewed
and approved the approach taken, and received
regular updates throughout the year.
The approach to assessing the effectiveness of
controls applies increasing levels of assurance
depending on the importance of the control.
Material controls are subject to deep dive risk
assessments, engaging expert third parties for
the areas where internal expertise is limited.
Key controls undergo a formal self-assessment
process. Outcomes from the deep dives and
self-assessments are reviewed by the Audit
and Risk Committee and the board.
Risk appetite statements
Each year the Audit and Risk Committee and
board review the risk appetite statements for
our principal risks.
The statements reflecting our position
at the end of March 2026 are noted in the
adjacent panel.
Caledonia Investments plc Annual Report 2026
58Strategic report Governance Other informationFinancial statements
Principal risks Mitigation and management Key developments
Status and
movement
A. STRATEGIC
Risks in relation to the appropriateness of the
business model to deliver long-term growth in
capital and income.
Strategic risks include the allocation of capital
between public and private equity, and in
relation to geography, sector, currency, yield
and liquidity.
The company’s business model and strategy are
reviewed periodically, against market conditions
and target returns. A capital allocation model
including liquidity and scenario analysis is
maintained and reviewed by the board biannually.
The performance of the company, its key risks
and mitigating controls are monitored regularly
by management and the board.
All investment pools operated within their strategic banding. A comprehensive
capital allocation review, including liquidity forecasting, was completed in November
and March.
The emergence and adoption of AI technologies could materially change how services
are delivered by the companies we invest in. The investment teams have factored AI
business model risk into their assessments.
Following the shareholder approval of an uncapped Rule 9 waiver, share buybacks
have taken place throughout the year which are accretive to NAV per share.
Investor relations activity continues to be enhanced. Spotlight sessions for all three pools
have now concluded and were well received by all stakeholders. Caledonia’s website was
comprehensively updated and new channels of communication continue to be developed.
STATUS
Medium
MOVEMENT
No change
B. INVESTMENT
Risks in respect of specific investment and
realisation decisions. Investment risks include
appropriate research and due diligence for
new investments and the timely execution
of both investments and realisations for
optimising value.
Investment opportunities are subject to rigorous
appraisal and a multi-stage approval process.
Investment managers have well-developed networks
through which they attract proprietary deal flow.
Opportunities to enter or exit investments are
reviewed regularly, being informed by market
conditions, pricing and strategic aims.
The Investment Committee met throughout the year to consider investment decisions.
Each investment pool applies rigorous assessment criteria for investment decisions
and ongoing monitoring.
The investment teams continue to review capacity and capability to ensure appropriate
skills and resources are in place and promote talent from within.
STATUS
Medium
MOVEMENT
No change
C. MARKET
Risk of losses in the value of investments arising
from sudden and significant movements in public
market prices, particularly in highly volatile
markets. Private asset valuations have an element
of judgement and could also be impacted by
market fluctuations.
Caledonia’s principal market risks are therefore
equity price volatility, foreign exchange
rate movements and interest rate volatility.
Market risks and sensitivities are reviewed
regularly with actions taken, where appropriate,
to balance risk and return.
A regular review of market and portfolio volatility
is conducted by the board. Reviews also
consider investment concentration, currency
exposure and portfolio liquidity. Portfolio
construction, including use of private assets,
provides some mitigation.
Geopolitical tensions, particularly in the Middle East, are contributing to increased
market volatility and a more uncertain macroeconomic environment.
The Public Companies pool is the most exposed to these conditions given its concentration
in listed equities and while performance remained strong throughout the year it has been
impacted more recently by market reactions to geopolitical tensions. Developments
in AI have introduced additional uncertainty into equity markets, as the implications
for business models, cost structures and long-term returns on capital remain unclear.
Our long-term, high-conviction investment strategy makes us well positioned to
withstand near-term fluctuations and selectively capitalise on opportunities where
valuations become more attractive.
Current market volatility, if sustained, could drive changes to inflation and interest
rates. We remain focused on investing in high-quality companies, with limited use
of leverage, that are capable of outlasting short-term volatility.
Exchange rate movements, particularly between Sterling and the US dollar, continue
to influence reported valuations. Consistent with our long-term investment horizon,
we remain comfortable maintaining an unhedged position.
STATUS
Medium
MOVEMENT
Increase
Risk management continued
LINKS TO STRATEGIC OBJECTIVES
Outperform inflation Outperform the FTSE All-Share Pay annual dividends Manage investment risk effectively
Caledonia Investments plc Annual Report 2026
59Strategic report Governance Other informationFinancial statements
Risk management continued
Principal risks Mitigation and management Key developments
Status and
movement
D. LIQUIDITY
Risk that liabilities, including private equity fund
drawdowns, cannot be met or new investments
cannot be made due to a lack of liquidity. Such
risk can arise from being unable to sell an
investment due to lack of a market, or from not
holding cash or being unable to raise debt.
Detailed cash forecasting for the year ahead is
updated and reviewed quarterly, including the
expected drawdown of capital commitments.
A weekly cash update is produced, focused
on the short-term cash forecast. Loan facilities
are maintained to provide appropriate
liquidity headroom.
The liquidity of the portfolio is reviewed regularly.
At the end of March 2026 there was £90m cash, in addition to £325m undrawn
on the revolving credit facility, which has recently been renewed on the same terms.
This facility, in addition to cash, provides a substantial amount of available capital
for investment in high-quality opportunities.
Stress testing is built into our liquidity management with quarterly reviews conducted
throughout the year.
STATUS
Low
MOVEMENT
No change
E. OPERATIONAL
Risks arising from inadequate or failed
processes, people and systems, or from
external factors.
Operational risks arise from failures around
the recruitment, development and retention
of staff, system failures and integrity issues,
poor procedures, business disruption and failure
to adhere to legal or regulatory requirements.
Process failures can impact finance, IT and
investment teams.
Systems and control procedures are developed
and reviewed regularly, ensuring that defences
against cyber threats remain robust and aligned
to industry standards. They are tested to ensure
effective operation.
Appropriate remuneration and other policies
are in place to facilitate the retention of key staff.
Business continuity plans are maintained
and updated as the business evolves and in
response to emerging threats. This includes
a specific focus on cyber security. Caledonia
has internal resources to consider regulatory
and tax matters as they arise. Professional
advisers are engaged, where necessary, to
assist in specialised areas or when new laws
and regulations are introduced.
An internal control assessment programme is in progress for all key and material
controls. No material issues have been reported with actions in progress to improve
control effectiveness.
Cyber security remains a material risk exposure. An expert third party was engaged
during the year as part of the internal control assessment programme to review
Caledonia’s IT and security control environment. The review included an evaluation
of Caledonia’s alignment with the NIST
1
framework which sets out global standards
for cyber security, information security and technology. The report raised no significant
control issues, consistent with our internal assessments.
Caledonia continues to run annual crisis simulation exercises, to stress the control
environment, with no material control deficiencies identified.
STATUS
Medium
MOVEMENT
No change
F. ESG & CLIMATE CHANGE
Risks in relation to the successful incorporation
of ESG matters and climate change impacts
into our investment approach.
Identifying opportunities to drive our
approach to ESG matters, deliver strong
returns and manage the risks to meet
evolving stakeholder expectations.
Caledonia’s ESG knowledge, processes
and policies continue to develop as ESG
matters are integrated into our investment
approach. Each pool reports on ESG & climate
change information and developments to the
board annually.
The annual assessment of the Private Capital portfolio companies’ climate change
risks and opportunities was completed with no significant variances since 2025.
Positive improvements were seen across the portfolio, with DTM achieving B-Corp
certification in the year.
Analysis is in progress for the work required to transition from the TCFD framework
to revised UK Sustainability Reporting Standards (‘UK SRS’). Should disclosures in
accordance with UK SRS be required by the UK Listing Rules, this will apply to FY28.
STATUS
Medium
MOVEMENT
No change
1. The National Institute of Standards and Technology.
LINKS TO STRATEGIC OBJECTIVES
Outperform inflation Outperform the FTSE All-Share Pay annual dividends Manage investment risk effectively
Caledonia Investments plc Annual Report 2026
60Strategic report Governance Other informationFinancial statements
Going concern and viability
Viability statement
The directors have assessed the viability of the
group over the period to March 2031 (more than
three-years from the date of signing the financial
statements), having determined that this is an
appropriate period for which to provide this
statement given the group’s long-term investment
objective, the resilience demonstrated by the
stress testing and the relatively low working
capital requirements of the group.
The viability assessment takes into account the
group’s position, its investment strategy and the
potential impact of the relevant risks set out in
this Strategic report. In making this statement,
the board is satisfied that the group operates an
effective risk management process and confirms
that it has conducted a robust assessment of the
principal and emerging risks facing the group.
This includes those that would threaten its
strategic objectives, its business model, its ability
to operate and its future performance, solvency or
liquidity. Based on this assessment, the directors
have concluded that the group will be able to
continue in operation and meet its liabilities
as they fall due over the period to March 2031.
In making this assessment, the directors took
comfort from the results of two stress tests.
These considered the impact of significant
market downturn conditions.
The first stress test addressed two discrete
scenarios: a 5% reduction in the value of Sterling
versus the US dollar compared to the rate on
31March 2026 and a 12-month delay to Private
Capital realisations.
The second stress test examined a severe
two-year market downturn scenario. It assumed
a 20% fall in income from Public Companies, a
complete loss of income from Private Capital,
no ability to realise the Private Capital portfolio,
a 50% reduction in distributions from the
group’s Funds portfolio, and all outstanding
fund commitments falling due in the period.
The directors do not believe this extreme
downside scenario is likely but factor this into
the viability assessment.
It was concluded that even in a simulated market
downturn and all fund commitments falling due,
the group has sufficient liquidity on the balance
sheet to meet its obligations as they fall due.
Overall, through the stress testing described
above, the directors demonstrated the strength of
the group’s financial position and, in particular, its
ability to settle projected liabilities as they fall due,
even under extremely adverse circumstances.
Going concern and viability
The review of going concern and viability was
considered and approved by the board, following
full scrutiny by the Audit and Risk Committee.
This review considered the key risks to the group,
their potential financial impact and mitigating
actions. A number of scenarios were considered
to stress-test the robustness of the group’s
position to adverse events. These scenarios were
applied to a detailed five-year financial plan that
was approved by the board in March 2026.
Going concern
The board has undertaken an assessment of
the appropriateness of preparing its financial
statements on a going concern basis, taking into
consideration future cash flows, current cash
holdings of £90m, undrawn banking facilities of
£325m, expected proceeds on completion from
the sale of Stonehage Fleming of c.£290m and
readily realisable assets of £952m as part of a
wider process in connection with its viability
assessment. It has been concluded that the
group has sufficient cash, other liquid resources
and committed bank facilities to meet existing
and new investment commitments.
The directors have concluded that the group has
adequate resources to continue in operational
existence for a period of at least 12 months from
the date of approval of the financial statements.
Accordingly, they continue to consider it
appropriate to adopt the going concern basis
in preparing the financial statements.
The Strategic report was approved by the
board on 18 May 2026 and signed on its
behalf by:
Mat Masters
Chief Executive Officer
18 May 2026
Caledonia Investments plc Annual Report 2026
61Strategic report Governance Other informationFinancial statements
Integrity
&
accountability
WHAT’S IN GOVERNANCE?
Chair’s introduction 63
Board of directors 64
Corporate governance report 66
Nomination Committee report 71
Audit and Risk Committee report 73
Governance Committee report 78
Directors’ remuneration report 79
Directors’ report 100
Responsibility statements 104
Recognising the value of good
corporate governance to deliver
long-term sustainable success.
Governance
Caledonia Investments plc Annual Report 2026
62
Strategic report
Governance
Financial statements
Other information
Dear Shareholder,
I am pleased to introduce this year’s Corporate
Governance report, including our statement of
compliance with the UK Corporate Governance
Code on page 70.
During the year, the board held six scheduled
meetings with one additional meeting convened
at short notice. Regular updates were received
from each of the committees. You can read more
about our governance framework on page 67
and the board’s work during the year on page 69.
The board approved the sale of the company’s
minority interest in Stonehage Fleming, which is
expected to complete in mid 2026 and generate
total proceeds of c.£290m. This is a clear
demonstration of Caledonia’s long-term approach
at work: backing an exceptional management
team, supporting the development of an even
stronger business over time, creating substantial
value during ownership and ultimately delivering
an outstanding return for shareholders.
The board has also spent time looking to
the future, in particular with regards to board
composition. We welcomed Michael McLintock
as a new independent non-executive director
in February 2026 and the board looks forward
to working with him in the years to come. We
were also pleased to approve Farah Buckley’s
appointment as a member and Chair of the Audit
and Risk Committee with effect from 1September
2025, succeeding Lynn Fordham who stepped
down from the board at the end of August. The
board has appointed Will Wyatt as my successor
as company Chair following my retirement at the
company’s forthcoming annual general meeting,
as set out in more detail on page 68.
As the end of my tenure as company Chair
approaches, I would like to thank my fellow
board members, the management team and
all of our colleagues, past and present. It has
been a privilege to lead the company and serve
shareholders over the past 11 years.
David Stewart
Chair
Good corporate
governance is the foundation
of Caledonia’s long-term
success - built on
accountability, transparency
and a commitment to
creating sustainable value
for all stakeholders.
David Stewart
Chair
Chair’s introduction
Caledonia Investments plc Annual Report 2026
63Strategic report Governance Financial statements Other information
Date of appointment: 1 September 2023
Tenure: 2 years 8 months
External appointments:
• Treasurer and Pro Chancellor of the University of Sheffield
Skills and experiences:
• Qualified chartered accountant
• Significant listed company experience, having previously served as CFO
of Arrow Global Group, which included its successful IPO, and John Laing
Group, before its take private transaction with KKR
• Extensive commercial and financial experience, with over 20 years’
experience in senior financial leadership roles
Date of appointment: 1 April 2022
Tenure: 4 years 1 month. Appointed to the board of directors and as Chief
Executive Officer Designate on 1 April 2022, becoming Chief Executive
Officer on 27 July 2022
Skills and experiences:
• Qualified accountant
• Specialised in corporate finance before joining Caledonia, helping small
and mid-sized companies access private equity finance
• Investment expertise, senior management, international business experience
and leadership skills to enable him to execute the board’s strategy
Date of appointment: 17 March 2015
Tenure: 11 years 2 months. Appointed to the board of directors
on 17 March 2015 and as Chair on 20 July 2017
External appointments:
• Chairman and co-founder of IMM Associates
• Non-executive director of Longview Partners
Skills and experiences:
• Extensive experience of international business and asset management
in the UK, Asia and emerging markets
• Effective leadership of Caledonia’s board
• Provides valuable insight and advice in relation to the company’s
global portfolio
David Stewart
Chair
Date of appointment: 4 April 2005
Tenure: 21 years 1 month
External appointments:
• Member of the advisory committees of a number of Caledonia’s
fund investments
• Chair of The Caledonia Investments Charitable Foundation and the RHS
Pension Scheme
• Director of The Cayzer Trust Company
Skills and experiences:
• Previously served as Chairman of The Henderson Smaller Companies
Investment Trust and as a non-executive director of Polar Capital Holdings,
Polar Capital Funds, Close Brothers and Rathbones
• Senior management experience and investment expertise
• Specifically contributes to the long-term sustainable success of the
company through his leadership of Caledonia’s funds investment strategy
Jamie Cayzer-Colvin
Executive Director
Date of appointment: 28 March 2023
Tenure: 3 years 1 month
External appointments:
• Non-executive director and Chair of the Audit Committee at Aurora
Investment Trust and Leeds Building Society
• Non-executive director of Apollo Syndicate Management Limited
Skills and experiences:
• Qualified chartered accountant
• Over 20 years in financial services across audit, mergers and acquisitions and
private equity, including working on transactions within the retail, consumer
and leisure sectors at boutique corporate finance house McQueen
• Brings extensive innovation and strategy experience to the board, with a
particular focus on technology and environmental, social and governance matters
Farah Buckley
Independent Non-Executive Director
Mat Masters
Chief Executive Officer
Rob Memmott
Chief Financial Officer
Our board of directors
is responsible for
guiding Caledonia’s
long-term success.
COMMITTEE MEMBERSHIP KEY
A
Audit and Risk
G
Governance
N
Nomination
R
Remuneration
Committee chair
RNGA
Board of directors
RN
Caledonia Investments plc Annual Report 2026
64Strategic report Governance Financial statements Other information
Date of appointment: 18 July 1985
Tenure: 40 years 10 months
External appointments:
• Chairman of The Cayzer Trust Company and Bedford Estates
Skills and experiences:
• Experience of merchant banking, commercial banking and corporate
and project finance with Baring Brothers, Cayzer Irvine and Cayzer Ltd
• Responsible for a large number of investment acquisitions and disposals
as an executive director of Caledonia
• Extensive knowledge of the commercial property sector and broad
commercial management experience, which enable him to provide
insight and constructive challenge across the breadth of Caledonia’s
investment activities
Date of appointment: 1 January 2018
Tenure: 8 years 4 months
External appointments:
• Trustee of the Sussex Community Foundation
Skills and experiences:
• Qualified accountant
• Founding partner of Cinven, central to the development and expansion
of the business. During his 29 years, he represented the firm as Chairman
or non-executive director at some 25 of its portfolio companies
• 30 years’ knowledge and experience of private equity investing, both in the
UK and Europe, which is of particular benefit to the board and Caledonia’s
Private Capital team in evaluating new unquoted investment opportunities
and managing its existing unquoted portfolio
Date of appointment: 28 March 2022
Tenure: 4 years 1 month
External appointments:
• Trustee of Pershing Square USA
Skills and experiences:
• Former director of Electra Partners and Providence Equity Partners
and former non-executive chair of Pershing Square Holdings
• Worked with both established and early-stage companies during her
private equity and investment career across a range of different sectors
and jurisdictions
• Extensive private equity and investment experience in Europe, North
America and Asia, enabling her to provide constructive challenge across
a broad range of the company’s investments
The Hon Charles Cayzer
Non-independent Non-Executive Director
Guy Davison
Senior Independent Non-Executive Director
Anne Farlow
Independent Non-Executive Director
Date of appointment: 22 July 2019
Tenure: 6 years 9 months
External appointments:
• Non-executive director of Schroders
• Involved in a number of charitable trusts and foundations, including as
a director of the Schroder Charity Trust and as a trustee of the Schroder
Foundation
Skills and experiences:
• Former executive director of Gauntlet Insurance Services before
becoming non-executive in 2004 until 2019
• Broad experience in both the financial services and charitable sectors, as
well as a deep experience of public and private businesses with significant
family shareholdings
Date of appointment: 16 February 2026
Tenure: 2 months
External appointments:
• Chairman of Associated British Foods, Grosvenor Group and The
Investor Forum
• Chairman of the Investment Committee at St John’s College, Oxford University
• Member of the Takeover Panel Appeal Board and the Advisory Board of
Bestport Private Equity
Skills and experiences:
• Extensive investment management and listed company knowledge
• Former Chief Executive of M&G and executive director of Prudential
and former non-executive director of Close Brothers Group
• Previously held roles in investment management at Morgan Grenfell
and in corporate finance at Morgan Grenfell and Barings
Date of appointment: 4 April 2005
Tenure: 21 years 1 month
External appointments:
• Non-executive director of Cobehold and The Jockey Club
• Chairman of the Rank Foundation and Real Estate Investors
• Director of The Cayzer Trust Company
Skills and experiences:
• Joined the Caledonia group in 1997 from Close Brothers Corporate
Finance, working at Sterling Industries before transferring to Caledonia’s
head office in 1999 as an investment executive
• Appointed a director of Caledonia in 2005, serving as Chief Executive
from 2010 until becoming a non-executive director in 2022, and held
board positions at Caledonia listed and private investee companies
• Corporate finance and investment expertise, broad senior management
experience and team leadership skills, which benefit the successful
delivery of the board’s strategy
Claire Fitzalan Howard
Independent Non-Executive Director
Michael McLintock
Independent Non-Executive Director
Will Wyatt
Non-independent Non-Executive Director and Chair elect
N NGA G RNA
RNG N
Board of directors continued
NG
Caledonia Investments plc Annual Report 2026
65Strategic report Governance Financial statements Other information
The table below highlights where key content can be located
elsewhere in this annual report to enable shareholders to evaluate
how the company has applied the principles set out in the
UK Corporate Governance Code.
Board
composition
1
At a glance
Caledonia recognises the value of good corporate
governance to deliver long-term sustainable success.
UK Corporate Governance Code
Board leadership and company purpose
Chair’s statement 10
Chief Executive Officer’s review 12
Stakeholder engagement 18
Our group strategy & KPIs 22
Sustainability 42
Key stakeholders 69
Division of responsibilities
The board 67
Board committees 68
Membership and attendance 66
Composition, succession and evaluation
Board of directors 64
Board composition 68
Board performance evaluation 68
Nomination Committee report 71
Board and committee diversity policy 71
Audit, risk and internal control
Audit and Risk Committee report 73
Responsibility statements 104
Risk management 56
Going concern and viability 61
Internal control systems 76
Remuneration
Annual statement by the Chair of the Remuneration Committee 79
Remuneration policy 82
Annual report on directors’ remuneration 89
Meetings attended/eligible to attend
Membership
and attendance
The board held six scheduled
meetings during the year,
together with one additional
meeting convened at
short notice.
Each committee holds
meetings at regular intervals
throughout the year with
additional meetings convened
at the committees’ discretion.
Director Board Audit and Risk Governance Nomination Remuneration
D C Stewart
7/7 – – 3/3 4/4
M S D Masters
7/7 – – – –
R W Memmott
7/7 – – – –
J M B Cayzer-Colvin
1
6/7 – – – –
F A Buckley
2
6/7 3/3 3/3 3/3 4/4
Hon C W Cayzer
3
5/7 – – 1/3 –
G B Davison
4
6/7 4/4 3/3 3/3 –
M A Farlow
7/7 4/4 3/3 3/3 4/4
C L Fitzalan Howard
7/7 – 3/3 3/3 4/4
L Fordham
5
3/3 1/1 1/1 2/2 –
M McLintock
6
1/1 – – – –
W P Wyatt
7
7/7 – – 2/3 –
Corporate governance report
GENDER
Male: 73% 8
Female: 27% 3
White: 91% 10
Asian/Asian British: 9% 1
ETHNICITY
Over 6 years: 55% 6
Between 3 and 6 years: 27% 3
Between 0 and 3 years: 18% 2
TENURE
1. Mr Cayzer-Colvin was unable to attend one board meeting due to a prior commitment.
2. Ms Buckley was unable to attend one board meeting, which was called at short
notice, due to pre-existing commitments.
3. The Hon C W Cayzer was unable to attend two board meetings and two
Nomination Committee meetings due to ill health.
4. Mr Davison was unable to attend one board meeting due to a prior commitment.
5. Ms Fordham resigned as a director on 31 August 2025.
6. Mr McLintock was appointed as a director on 16 February 2026.
7. Mr Wyatt recused himself from one entire Nomination Committee meeting due
to a potential conflict of interest.
1. At 31 March 2026.
Caledonia Investments plc Annual Report 2026
66
Strategic report
Governance
Financial statements
Other information
The board
Overall responsibility and operation
As part of the company’s governance framework,
which is summarised here, the board has
adopted a formal schedule that sets out those
matters which it specifically reserves for its own
decision and those which are delegated to board
committees and to executive management.
Matters reserved for the board’s own decision
include the following:
• Responsibility for the company’s strategy,
values and culture
• Approval of the company’s half-year results,
full-year results and annual report
• Approval of the company’s dividend policy
and dividend distributions
• The appointment, re-appointment and removal
of the external auditor
• The appointment and removal of directors of
the company, as prescribed by the company’s
articles of association, and of certain other
executives, including the Company Secretary
• The terms of reference of board committees
and the membership thereof
• Directors’ remuneration and terms of appointment
• Setting annual budgets
• The company’s systems of risk management
and internal control, including procedures for
detection of fraud and prevention of bribery
• Responsibility for the company’s arrangements
to enable its employees to raise any matters
of concern
• Treasury policies, banking counterparties
and counterparty exposure limits
• Significant capital transactions
• Political donations
THE BOARD
BOARD COMMITTEES
The board as a whole is collectively responsible for the success of the company and for supervising its affairs. It sets the company’s strategy, ensures that
the necessary financial and human resources are in place to enable the company to meet its objectives and reviews management performance. It also
defines the company’s purpose and culture, and sets the company’s values and standards to ensure that its obligations to its shareholders and other
stakeholders are understood and met. It aims to provide leadership of the company within a framework of prudent and effective controls, which enables
risk to be assessed and appropriately managed.
CHAIR
The Chair is primarily responsible for
the leadership of the board to ensure that
it carries out its role effectively and for
succession planning.
CHIEF EXECUTIVE OFFICER
The Chief Executive Officer is responsible for
the implementation of the board’s strategy,
policies and the management of the company’s
activities, other than those matters specifically
reserved for the board.
SENIOR INDEPENDENT
DIRECTOR
The Senior Independent Director is responsible
for providing a sounding board for the Chair
and, if necessary, to serve as an intermediary
for the other directors and shareholders.
NOMINATION
COMMITTEE
Find out more
PAGE 71
DISCLOSURE AND
DELEGATION
COMMITTEE
Deals with routine
administrative matters or
matters for which board
approval has already been
given in principle. It also
considers potential disclosure
matters as required.
AUDIT AND RISK
COMMITTEE
Find out more
PAGE 73
GOVERNANCE
COMMITTEE
Find out more
PAGE 78
REMUNERATION
COMMITTEE
Find out more
PAGE 79
MANAGEMENT COMMITTEES
VALUATION
COMMITTEE
Formally reviews
valuations of all of the
company’s
investments at each
half-year and full-year
end. Meetings are
observed by
representatives from
the external auditor.
PRIVATE CAPITAL
INVESTMENT
COMMITTEE
Reviews the
management of
investments held within
the Private Capital
pool and considers
potential Private
Capital transactions.
INVESTMENT
MANAGEMENT
COMMITTEE
Considers matters
relating to
the company’s
investment portfolio.
OPERATIONAL
RISK COMMITTEE
Considers the
company’s overall risk
strategy, reviews
internal control
systems, and develops
and implements the
procedures for
detecting fraud and
preventing bribery.
RESPONSIBLE
INVESTMENT /
CORPORATE
WORKING GROUP
Advises and assists in
the development and
implementation of
Caledonia’s approach
to sustainability
matters, including
climate-related issues.
IT/AI WORKING
GROUP
Cross-functional
working group
established to review,
advise and assist in
the development and
implementation of
IT and AI policy and
new technology.
INVESTMENT COMMITTEE
Considers and formally approves new
investments and proposed
realisations. Other matters considered
include the day to day management
of the company’s business where not
delegated elsewhere.
INVESTMENT TEAM
Corporate governance report continued
Governance framework
Caledonia Investments plc Annual Report 2026
67Strategic report Governance Financial statements Other information
The roles of the Chair, the Chief Executive
Officer and the Senior Independent Director
are separated and clearly defined in separate
statements of responsibilities. These
responsibilities are summarised in the
governance framework on page 67.
The matters reserved for the board and the
statements of responsibilities of the Chair,
the Chief Executive Officer and the Senior
Independent Director are reviewed by the board
annually and published on the company’s website.
Appointment, induction and training
The company complies with the recommendation
of the UK Corporate Governance Code (‘Code’)
that all directors of FTSE 350 companies should
be subject to annual re-election by shareholders.
On appointment, new directors are offered
induction and training considered appropriate
by the board, and subsequently as necessary.
The annual performance evaluation of the board
encompasses the identification of any individual
training needs of board members so that, if
necessary, these can be reviewed by the Chair with
the directors concerned. The directors receive
briefings at board meetings on regulatory and other
issues relevant to the company and its business
sector and, in addition, may attend external courses
to assist in their professional development.
Board composition
The board currently comprises 11 directors. Excluding
the Chair, three of the directors are executive and
seven are non-executive. The board considers all of
the non-executive directors to be independent other
than Will Wyatt and The Hon C W Cayzer who were
executive directors prior to becoming non-executive
directors and are also members of the Cayzer family
concert party (‘Cayzer Concert Party’). As explained
in the statement of compliance on page 70, other
than for the period from the resignation of Lynn
Fordham as a non-executive director on 31 August
2025 until the appointment of Michael McLintock
as a non-executive director on 16February 2026,
at least half of the board’s members, excluding
the Chair, were considered independent.
Major shareholders were also consulted ahead of
Will’s appointment and expressed broad support.
The board unanimously supported the Nomination
Committee’s recommendation for Will’s proposed
appointment. Will has a proven track record as a
long-term steward of Caledonia’s capital having
successfully led Caledonia as Chief Executive
for over a decade until becoming a non-executive
director in July 2022. Will, as a member of the
Cayzer Concert Party and a director of The Cayzer
Trust Company Limited (‘Cayzer Trust’), the
company’s largest shareholder, is deeply
committed to the company’s long-term success.
The board and its committees, including the
Governance Committee which consists entirely
of independent non-executive directors, was
particularly cognisant of Provision 9 of the Code
which states that a chief executive should not go
on to become chair of the same company but that
if, exceptionally, it is proposed, major shareholders
should be consulted ahead of appointment.
In considering Will’s candidature, the board
recognised the time which had elapsed since he
left his role as Chief Executive during which a new
leadership team had been successfully established,
the size and nature of Caledonia’s business and
the importance of the continuing support of the
Cayzer family and other long-term shareholders.
Board committees
As identified in the governance framework,
summarised on page 67, the board has
delegated certain specific areas of responsibility
to the following standing committees: the
Nomination Committee, the Audit and Risk
Committee, the Governance Committee and
the Remuneration Committee.
Further details of the work of each of these
committees and their membership during the
year are set out in their respective reports on
pages 71 to 99.
The terms of reference of each committee
are reviewed annually and are available on
the company’s website.
David Stewart was appointed to the board as
an independent non-executive director in March
2015, before taking on the role of company Chair
in July 2017. The board, on the recommendation
of the Nomination Committee, which was chaired
by Guy Davison, Caledonia’s Senior Independent
Director, extended David’s tenure as Chair in
May 2025 until no later than the company’s
2026 annual general meeting. This followed
an initial extension of one year to July 2025 and
lengthened David’s anticipated service on the
board by a little over two years. Whilst this is
beyond the nine years recommended in Provision
19 of the Code, his tenure as company Chair will
not exceed nine years. As previously reported, the
extensions were considered appropriate following
a period of notable board development which
included the appointment of three new non-
executive directors and two executive directors
in 2022 and 2023. In considering the extension
of David’s tenure for a further limited period, the
Nomination Committee took into account the
ongoing succession planning activity to identify
a new Chair and the need to replace the skills
and experience David brings to the board.
Following a careful assessment, including
feedback obtained as part of the board evaluation,
the board concluded that David continues to
be an independent and effective Chair.
The board has appointed Will Wyatt to succeed
David as company Chair following his retirement
at the forthcoming annual general meeting. Will,
a former Chief Executive of the company and a
member of the Cayzer Concert Party, was first
appointed to the board in 2005 and will not be
independent on appointment. The company will
therefore not comply with Provisions 9 and 19
of the Code in future financial years.
The Nomination Committee process to identify
David’s successor as chair was led by Guy
Davison, Senior Independent Director. The
formal, rigorous and transparent process
undertaken by the Nomination Committee
and the discussions held by the Governance
Committee ahead of the board’s decision are
summarised on pages 71 and 78 respectively.
Board performance evaluation
The board conducts an annual evaluation of
its performance and that of its committees and,
in accordance with good practice, engages
an independent third-party facilitator to assist
in this process every three years. For the year
ended 31March 2024, Board Level Partners
was engaged to conduct an externally facilitated
evaluation of the board, its committees and
individual directors as reported in the 2024
annual report.
For the year ended 31 March 2026, the evaluation
of the board as a whole and of its committees was
undertaken internally, led by the Chair, and was
conducted by inviting individual board members
to complete anonymous questionnaires regarding
the operation and effectiveness of the board and
its committees. The analysis was collated by the
Company Secretary and discussed by the Chair
with each director separately.
The evaluation of the performance of the Chair
was led by Guy Davison, the Senior Independent
Director, and was discussed in a meeting of the
non-executive directors. The performance of the
executive directors was reviewed by the Chair
and the non-executive directors.
The results of the 2026 evaluation process
were considered by the board. The conclusion
was that the board continued to function well
in an atmosphere of open and constructive
debate with a good breadth of skills, experience
and viewpoints. The robust handling of
recent governance and shareholding matters
and thorough leadership transitions was
particularly noted.
Corporate governance report continued
Caledonia Investments plc Annual Report 2026
68Strategic report Governance Financial statements Other information
Key stakeholders, engagement
and board decision-making
Details in respect of the company’s key
stakeholders, together with commentary on how
the directors addressed the matters set out in
section 172(1)(a) to (f) of the Companies Act 2006
(the ‘Companies Act’) as they made decisions
during the year, are set out under Stakeholder
engagement on pages 18 to 21.
Areas identified for development included:
• A review of board papers and adjustment
of agendas to further facilitate focus
and challenge
• Strengthening visibility and alignment
on long-term succession planning
• Embedding the company’s updated risk
management framework
• Ongoing training and development,
including visibility of external opportunities
Corporate governance report continued
How the board spent its time in 2026
Q1
Apr – Jun
2025
• Approved the annual report and accounts
and the recommendation of the final dividend
for the year ended 31 March 2025
• Approved the implementation of the 10:1 share
split and the re-profiling of the interim dividend
• Received an update on the performance and
strategy of the Private Capital pool
• Reviewed the results of the biennial employee
engagement survey and received a biannual
report on employee engagement and staff
related matters
• Considered the findings of the 2025
board evaluation
• Reviewed the company’s compliance with
HMRC’s investment trust company
requirements for the year ended 31 March 2025
• Approved the company’s speaking up policy
and the 2025 modern slavery statement ahead
of publication
• Received updates on the performance and
strategy of the Funds and Public Companies pools
• Approved adjustments to the company’s
discretionary share plans as a result of the
share split
• Approved the sale of the company’s minority
interest in Stonehage Fleming
• Approved the company’s fraud prevention policy
• Received training on artificial intelligence and
its use, the Economic Crime and Corporate
Transparency Act 2023 and a refresher on the
UK Market Abuse Regulation and share dealing
• Received an update on the performance and
strategy of the Private Capital pool
• Approved the half-year results and the interim
dividend for the year ended 31 March 2026
• Approved the statements of responsibilities for
the board, Chair, Chief Executive Officer and
Senior Independent Director and the committee
terms of reference
• Received a biannual report on colleague
engagement and employee related matters
• Received updates on the performance and
strategy of the Funds and Public Companies
pools and an in-depth presentation on one
of the Private Capital portfolio companies
• Approved the appointment of Michael
McLintock as a non-executive director
• Reviewed the activities and governance of The
Caledonia Investments Charitable Foundation
• Received an update on chair succession
planning and related shareholder consultation
• Reviewed the capital allocation plan for the next
five years and approved the budget for the year
ending 31March 2027
• Received updates on risk management and
investor relations and communications
• Considered the findings of the 2026
board evaluation
• Reviewed the fees for non-executive directors
Q2
Jul – Sep
2025
Q3
Oct – Dec
2025
Q4
Jan – Mar
2026
The board meets regularly to oversee the delivery of the company’s strategic objectives
to ensure it continues to promote the long-term sustainable success of the company.
Standing items presented to each meeting include reports from the Chief Executive Officer,
the Chief Financial Officer and the Company Secretary.
Shareholders
Annual general meeting
As noted in the Stakeholder engagement section,
the company’s annual general meeting remains
an important part of Caledonia’s shareholder
communications programme. All resolutions
proposed at the 2025 annual general meeting
were passed.
The ninety-seventh annual general meeting of the
company will be held at 6 Park Place, St. James’s,
London SW1A 1LR on Wednesday, 15 July 2026
at 11.00 am. This year, shareholders have been
invited to arrive at the venue from 10.30 am
to meet the directors informally ahead of the
meeting. The notice of the annual general meeting
and details of all of the resolutions to be put to
shareholders are set out in a separate circular
published at the same time as this annual report.
Relations with controlling shareholders
As at 18 May 2026, being the latest practicable
date prior to the publication of this annual
report, the Cayzer Concert Party held 51.4%
of Caledonia’s voting rights.
Caledonia Investments plc Annual Report 2026
69Strategic report Governance Financial statements Other information
Directors’ conflicts of interest
Each director has a duty under the Companies
Act to avoid a situation where they have, or could
have, a direct or indirect interest which conflicts,
or may possibly conflict, with the company’s
interests. The Companies Act, however, allows
directors of public companies to authorise
conflicts and potential conflicts where the articles
of association contain a provision to this effect.
The Companies Act also allows the articles to
contain other provisions for dealing with directors’
conflicts of interest to avoid a breach of duty.
There are safeguards in the company’s articles of
association which apply when the directors decide
whether to authorise a conflict or potential conflict
of interest. First, only independent directors, being
those who have no interest in the matter being
considered, are able to take the relevant decision
and, second, in taking the decision, the directors
must act in a way which they consider, in good
faith, will be most likely to promote the success
of the company. The directors are able to impose
limits or conditions when giving authorisations
if they think this is appropriate.
The board has adopted procedures to address
the requirements of the Companies Act in
relation to directors’ conflicts of interest. Each
new director on appointment is required to
declare any potential conflict situations, which
may relate to them or their connected persons.
These are reviewed by the board and, if
necessary, also by the Governance Committee,
which then considers whether these situations
should be authorised and, if so, whether any
conditions to such authority should be attached.
Each board meeting includes a standing agenda
item on conflicts of interest to ensure that all
directors disclose any new potential conflict
situations. These are then reviewed, again if
necessary by the Governance Committee, and
authorised by the board as appropriate. A register
of directors’ conflicts of interest is maintained
by the Company Secretary and is reviewed
annually by the Governance Committee.
Previously under the Financial Conduct
Authority’s Listing Rules, where a premium
listed company had a controlling shareholder or
shareholders (being a person or persons acting
in concert who exercise or control 30% or more
of the company’s voting rights), the company
was required to enter into a written and legally
binding agreement which was intended to ensure
that the controlling shareholder undertook to
comply with certain independence provisions.
This requirement was removed in July 2024.
However, the company and Cayzer Trust agreed
to enter into a revised relationship agreement
on 26 November 2024. Under this new
agreement, Cayzer Trust agreed to, and will use
its reasonable endeavours to procure that other
members of the Cayzer Concert Party will:
• Conduct all transactions and arrangements
with the company and other group members at
arm’s length and on normal commercial terms
• Not undertake any action, including proposing
a shareholders’ resolution, that would have the
effect of preventing the company complying
with its obligations under the Listing Rules
• Maintain a list of the members of the Cayzer
Concert Party from time to time and work with
the company to provide information to support
the company’s assessment of its compliance
with the requirements to maintain investment
trust status
• If necessary, discuss in good faith with the
company any actions that the company
considers may be reasonably necessary
to protect the company’s investment trust
tax status
The board confirms that, during the period under
review and up to 18 May 2026, being the latest
practicable date prior to the publication of this
annual report, the company has the ability to carry
on its business independently of the Cayzer Trust.
UK Corporate Governance Code
compliance statement
The board considers that the company has
complied with the Code published in January
2024 for the duration of the reporting period,
other than Provision 11 for the period from
31 August 2025 until 16 February 2026 as
explained below. In making this assessment,
the board gave particular consideration to
Provisions 9 and 19 of the Code with further
details provided in Board composition on
page 68.
Provision 11 of the Code expects that at least
half of the board, excluding the Chair, are
considered by the board to be independent.
Following the resignation of Lynn Fordham as
a non-executive director on 31 August 2025,
the board comprised of 10 directors of whom
four directors, excluding the Chair, were
considered to be independent and five directors
were not independent. To address the balance
of independence, the Nomination Committee
led the search for a new independent non-
executive director, following which the board
appointed Michael McLintock with effect from
16 February 2026. The company has therefore
complied with Provision 11 of the Code from
this date.
A copy of the Code is available on the website
of the Financial Reporting Council at frc.org.uk.
Pages 63 to 103 comprise the company’s
corporate governance statement.
The board and, where relevant, its committees
have continued to make appropriate preparations
ahead of the implementation of Provision 29
of the Code, which will apply to the company’s
financial year ending 31 March 2027.
The Corporate governance report was approved
by the board on 18 May 2026 and signed on its
behalf by:
David Stewart
Chair of the board
18 May 2026
Corporate governance report continued
Caledonia Investments plc Annual Report 2026
70Strategic report Governance Financial statements Other information
As we look beyond my tenure as the Company’s
non-executive Chair, Will Wyatt has been
selected as my successor. Will has a proven track
record as a long-term steward of Caledonia’s
capital having successfully led Caledonia as
Chief Executive for over a decade until becoming
a non-executive director in July 2022.
The appointment process was led by the
Committee which was chaired by Guy and
supported by the external search firm Odgers.
A formal, rigorous and transparent selection
process supported by Odgers identified potential
candidates which included Will. With Odgers’
assistance, the Committee calibrated and
evaluated Will’s capability and suitability for
the role and subsequently recommended his
appointment to the board.
The process also included a consultation with
major shareholders led by Guy who were also
provided with opportunity to meet with Will.
Those consulted expressed broad support
for Will’s appointment.
External consultants
As explained above, Odgers was engaged during
the year to assist with the search for a new Chair.
In addition, the Committee engaged Longwater
Partners in connection with the search which
led to the appointment of Michael McLintock as
an independent non-executive director. Michael
brings extensive investment management and
listed company knowledge and experience to
the board and has also joined the Governance
and Nomination Committees.
There are no other connections between Odgers
and/or Longwater Partners and the company or
its directors.
The Nomination Committee
focuses on evaluating
the directors, considering
the skills and attributes
needed for the long term.
It identifies suitable board
candidates and assists
with succession planning.
Responsibilities
The Committee is responsible for:
• Regularly reviewing the structure, size and
composition of the board, including its
skills, knowledge, experience and diversity
• Considering succession planning for
directors and, if requested by the board,
other senior executives
• Identifying and recommending to the
board candidates to fill board vacancies,
using external search consultants where
necessary. Keeping under review the
leadership needs of the company,
both executive and non-executive
• Reviewing the time commitment
required from non-executive directors,
ensuring they receive formal letters
of appointment that set out clearly
the company’s expectations
The Committee seeks
to ensure that the board and
its committees have a diverse
mix of skills, experience,
perspectives, opinion and
knowledge, to enable the
successful delivery of the
company’s strategy.
David Stewart
Chair of the Nomination Committee
Diversity and inclusion
Caledonia’s policy is to appoint candidates
to roles based on merit and against objective
criteria. The Committee seeks to ensure that
the board and its committees have a diverse
mix of skills, experience, perspectives, opinion
and knowledge, which facilitates discussion
and debate to enable the successful delivery
of the company’s strategy. It remains committed
to increasing diversity and inclusion over time.
Whilst Caledonia has not adopted any
measurable diversity and inclusion objectives to
date, external search consultants are required to
put forward diverse candidates for new positions.
The Committee continued to focus on achieving
the board composition targets set by the FTSE
Women Leaders Review, the Parker Review and
the Listing Rules during the year.
Detailed gender and ethnicity diversity analysis
in respect of the board, including progress
against the targets set out in the Listing Rules,
and Caledonia more broadly, is provided on
pages 54 and 55.
Company Chair
I was appointed to the board as an independent
non-executive director in March 2015 and have
served as Chair since July 2017. The board, on
the recommendation of the Committee, which
was chaired by Guy Davison, Caledonia’s Senior
Independent Director, extended my tenure by
a little over two years, comprising an initial
extension of one year to July 2025 and a further
extension until no later than this year’s annual
general meeting. Whilst this was beyond the nine
years recommended in Provision 19 of the UK
Corporate Governance Code (the ‘Code’), my
tenure as company Chair will not exceed nine
years. As previously reported, these extensions
were considered appropriate following a period
of notable board development.
Terms of reference
SCAN QR CODE
Nomination Committee report
Caledonia Investments plc Annual Report 2026
71Strategic report Governance Financial statements Other information
Committee evaluation
The activities of the Committee were considered
as part of an internal effectiveness review which
is summarised on pages 68 and 69. The board
found that the Committee functioned well, with
the appropriate balance of membership, skills
and experience.
David Stewart
Chair of the Nomination Committee
18 May 2026
Work of the Nomination Committee
The Committee met on three occasions during
the year. Areas of focus included:
• Reviewing the tenure, independence, balance
of executive, non-executive and independent
non-executive directors and the gender
balance of the board, particularly against
targets including those set by the FTSE
Women Leaders Review, the Parker Review
and the Listing Rules, together with the
expectations set out in the Code
• Consideration of a detailed skills, experience
and diversity matrix, which sought to identify
future recruitment priorities based on
identified gaps, industry and stakeholder
expectations and good practice
• An assessment of the contributions and
effectiveness of the non-executive directors
seeking re-election at the 2025 annual general
meeting, prior to giving recommendations to
the board and shareholders for their re-election
• Recommending amendments to the
composition of the board and committee
membership following Lynn Fordham’s
resignation which resulted in Farah Buckley’s
appointment as a member and subsequently
Chair of the Audit and Risk Committee
• Leading the search which led to the
appointment of Michael McLintock as a
non-executive director and a member of the
Governance and Nomination Committees
• Deliberating the potential governance matters
emerging from succession planning for the
company’s Chair
• The renewal of the letters of appointment for
those non-executive directors whose terms were
expiring, extending their terms of office to 2028
Nomination Committee report continued
Caledonia Investments plc Annual Report 2026
72Strategic report Governance Financial statements Other information
Audit and Risk Committee report
In the year ahead, amongst the usual areas of
focus, the Committee will continue to review
progress towards meeting the requirements of
the Code in relation to risk and internal control.
It is intended that a declaration of the
effectiveness of Caledonia’s material controls
will be made in the 2027 annual report, as set
out in the Code. Work to support this declaration
is well progressed, continuing the development
of the risk management framework.
I would like to express my thanks to my colleagues
on the Committee for their diligence over the past
year. We will once again be available at this year’s
annual general meeting to answer any questions
on the work of the Committee.
Farah Buckley
Chair of the Audit and Risk Committee
18 May 2026
The Audit and Risk
Committee plays a
significant role in ensuring
that the company’s
financial statements are
properly prepared and the
system of controls that
is in place is effective and
appropriate to manage
and mitigate risk.
Responsibilities
The Committee is responsible for:
• Monitoring the integrity of the
company’s financial statements and
reviewing any significant financial
reporting judgements, together with
associated company announcements
• Considering Caledonia’s approach to
risk, including strategy, risk appetite
and the identification of principal and
emerging risks, together with the
monitoring, management and mitigation
of such risks
• Reviewing the company’s system
of internal controls
• Overseeing the relationship with
the external auditor
• Considering annually whether an
internal audit function is required
The Committee’s
responsibilities include
monitoring the integrity
of financial reporting,
reviewing risk management
and internal controls and
overseeing the relationship
with the external auditor.
Farah Buckley
Chair of the Audit and Risk Committee
Dear Shareholder,
I am pleased to present the Audit and Risk
Committee’s report for the first time following
my appointment as Chair of the Committee
on 1September 2025.
The Committee comprised exclusively of
independent non-executive directors with
significant financial and sector experience
throughout the year. I was appointed an
additional member of the Committee on 1 August
2025 and Lynn Fordham stepped down on her
resignation from the board on 31 August 2025.
The Committee met four times in the year ended
31 March 2026, in May and November 2025
and in January and March 2026. Since the year
end, the Committee met again in May 2026
to consider matters relating to the 2026 annual
report and financial statements.
The Chief Executive Officer, the Chief Financial
Officer, the Company Secretary, the Head of
Risk and members of Caledonia’s finance team
attended all meetings, together with the
company’s external auditor, BDO LLP (‘BDO’).
From time to time, other board members and/or
senior executives are invited to join all or part
of a meeting. The Committee also held separate
discussions with BDO’s audit partner without
management participation where appropriate.
The areas of focus for the Committee during the
year included:
• The valuation of unlisted assets
• The company’s financial reporting, together
with BDO’s audit findings and viability and
going concern reviews
• The continued development of Caledonia’s risk
management framework and work to support
the changes to audit, risk and internal control
set out in the 2024 edition of the UK Corporate
Governance Code (the ‘Code’)
• The company’s key risks and controls
assurance reports
• IT and cyber security related risks
Terms of reference
SCAN QR CODE
Caledonia Investments plc Annual Report 2026
73Strategic report Governance Financial statements Other information
Work of the Committee
The Committee undertook the following activities during the year
1
:
Area of
responsibility
Activity
Meetings considered at
May Nov Jan Mar
Reporting
Reviewed draft results and annual report for the financial year ended 31 March 2025, including key accounting judgements, going concern and viability, and considered
whether the report was fair, balanced and understandable
Reviewed draft half-year results and reporting for the six months ended 30 September 2025, including key accounting judgements, going concern and viability
Reviewed accounting standard amendments, together with likely impact (if any)
Reviewed TCFD reporting for the year ended 31 March 2025
Reviewed approach to TCFD reporting for the year ended 31 March 2026
Noted correspondence from the Financial Reporting Council (‘FRC’) following its review of the annual report for the year ended 31 March 2025
Valuations
Considered valuations of unlisted investments as at 31 March 2025 and 30 September 2025, including assessments undertaken by the Valuation Committee
Considered approach to valuation of unlisted investments in the Funds pool
Approved an updated policy for the valuation of unlisted investments
Risk and
internal controls
Reviewed the company’s investment and operational risk dashboards
Reviewed the company’s emerging risks
Considered the company’s investment risk report
Received a comprehensive update on cyber security and information technology matters
Considered principal risks, risk appetite and continued developments to risk management framework
Considered control environment reporting for companies within the Private Capital pool
Considered controls assurance reports for supplier risk management, fraud, business continuity planning, investment trust compliance, data protection, financial
management, analysis and reporting processes and IT/cyber security
Considered approach to the identification of and assurance over material controls
External audit
Reviewed BDO’s external audit report on the draft results and annual report for the financial year ended 31 March 2025, together with the management representation letter
Considered BDO’s review of the results for the six months ended 30 September 2025
Approved BDO’s fee proposals for the year ended 31 March 2026 and engagement letters
Reviewed BDO’s external audit plan and strategy
Considered the latest FRC’s Audit Quality Inspection and Supervision Report in respect of BDO, together with the FRC’s overview of the audit quality of the largest audit
firms, and BDO’s response to the FRC’s findings
Received an update on rotation of BDO’s lead audit partner
Internal audit
Considered the need for an internal audit function
Governance
Reviewed the Committee’s terms of reference
Reviewed and approved the policy for the provision of non-audit services by the independent auditor
Reviewed and approved the policy for external audit services procured by investee companies
Other matters
Considered ongoing investment trust status compliance
Considered the new ‘failure to prevent’ fraud offence introduced by the Economic Crime and Corporate Transparency Act 2023 and reviewed the work undertaken ahead
of its implementation
1. Since March, the Committee considered matters regarding the year ended 31 March 2026, which included:
• Considering valuations of unlisted investments, including assessments undertaken by the Valuation Committee
• Reviewing the results and annual report, accounting judgements, going concern and viability and consideration of whether the annual report was fair, balanced and understandable
• Reviewing BDO’s external audit report on the results and annual report for the financial year ended 31 March 2026
• Approval of this report
Audit and Risk Committee report continued
Caledonia Investments plc Annual Report 2026
74Strategic report Governance Financial statements Other information
Significant matters considered in respect of the year ended 31 March 2026
Topic Description of the matter Committee considerations
Financial
statements
The Committee reviewed the form and content of the 2026 annual report and financial statements, including TCFD reporting.
In conducting its review, the Committee considered reports prepared by management and the external auditor. Management’s
reports provided an analytical review of the financial statements, comparing the current to prior year financial position and results,
and detailed the judgements and sources of estimation uncertainty involved in applying the accounting policies to the financial
statements. The Committee also noted that there were no new accounting standards applicable for the year. In addition, the
Committee reviewed reports prepared by management to support the going concern and viability statements and, as requested
by the board, compliance with the annual report’s ‘fair, balanced and understandable’ provisions of the Code.
The Committee recommended approval of the 2026 annual report and financial statements to the board.
The significant issue the Committee considered in relation to the 2026 financial
statements was the valuation of unlisted investments as described below.
Valuations
of unlisted
investments
The Committee recognises that unlisted investments in the Private Capital and Funds pools are a significant component
of the company’s assets and that their valuation is subject to considerable judgement and uncertainty.
The Chair of the Committee also chairs meetings of the Valuation Committee, which scrutinises the valuation of unlisted
investments, adherence to the company’s valuation policy and consistency of valuation methodologies over time. Reporting
is provided to the Committee on the assessments undertaken, including the quality of review and challenge.
The Committee, supported by the work of the Valuation Committee, remains
cognisant that Funds pool valuations are based on the latest NAVs provided by
the underlying managers, the majority based on 31 December 2025 valuations,
adjusted for cash movements (distributions and drawdowns). The Committee
approved a revised valuation policy during the year to reflect the continued
enhancement to processes in connection with Funds pool valuations.
The Committee considered market movements since the last NAVs were
provided, including those which occurred after the year end, and updates
received from the underlying managers. The Committee took comfort from
management having considered all available sources of information and
performed its own analysis, with the conclusion that market index movements
prior to Caledonia’s year end did not, in isolation, provide a compelling reason
to adjust manager NAVs.
The key inputs into the valuation of Private Capital businesses were considered,
including the broad range of factors impacting market multiples utilised in the
valuation process.
BDO’s audit partner attends Valuation Committee meetings, with other
members of the Audit and Risk Committee invited to participate.
Going concern
and viability
The directors are required to make a statement in the annual report as to going concern and Caledonia’s longer-term viability.
The Committee provides advice to the board on the form and content of this statement, including the underlying assumptions.
The Committee evaluated a report from management setting out its view of Caledonia’s longer-term viability and the content
of the proposed going concern and viability statements. This report was based on the group’s base case of forecast liquidity over
three years to May 2029, developed from the corporate financial plan. In making this assessment, the directors took comfort from
the results of two stress tests over the five-year period to 31 March 2031 that considered the potential impact of significant market
downturn conditions.
The first stress test addressed two discrete scenarios: a 5% reduction in the value of Sterling versus the US dollar compared
to the rate on 31 March 2026 and a 12-month delay to Private Capital pool realisations.
The second stress test modelled a market downturn event over a two-year period reflecting: a fall in investment income from the
Public Companies and Private Capital pools of 20% and 100% respectively, an inability to realise the Private Capital portfolio and
a 50% reduction in distributions from the Funds pool. To simulate an extreme downside scenario, the impact of a market downturn
event and all fund commitments falling due was also assessed.
A three-year period was chosen given the group’s long-term investment objective, the resilience demonstrated by the stress testing
and the relatively low working capital requirements of the group.
Taking into account the assessment of the group’s stress testing results, the
Committee agreed to recommend the going concern and viability statements
and three-year viability period to the board for approval.
The outcome of this activity led the Committee to recommend to the board
to make the statement on page 61.
Audit and Risk Committee report continued
Caledonia Investments plc Annual Report 2026
75Strategic report Governance Financial statements Other information
Assurance
The Committee obtains a range of assurance
to provide comfort that the company’s controls
are providing adequate protection from risk.
These include controls assurance reports from
management. The Committee also receives input
from the external auditor when evaluating the
effectiveness of internal controls. Use is also made
of external support to provide additional assurance
in certain areas of the company’s operations. For
example, a third party was appointed to carry out
a review of IT and security controls and presented
its findings to the Committee in March 2026. The
review was performed in line with the National
Institute of Standards and Technology (‘NIST’)
Cybersecurity Framework (‘CSF’) 2 to assess
Caledonia’s ability to prevent, detect and respond
to cyber attacks and also to identify areas for
improvement. It was concluded that the IT and
security control environment is adequately
designed and is commensurate with the size
and nature of Caledonia’s business operations.
Risk management and internal controls
The board of directors is responsible for the
company’s system of internal controls and for
reviewing its effectiveness. The system is
designed to manage, rather than eliminate, the
risk of failure to achieve business objectives and
can only provide reasonable and not absolute
assurance against material misstatement or loss.
The Committee reviewed the investment
and operational risk dashboards prepared by
management, identifying the principal business
risks impacting the company, together with the
mitigating controls in operation and actions
identified for continuous improvement. The
Committee also completed a review of the key
risks, overall risk profile and emerging risks
beyond the usual business cycle.
Financial reporting
Fair, balanced and understandable statement
The Committee reviewed the draft annual report
and, taken as a whole, considered it to be fair,
balanced and understandable.
To assist in reaching this view, the Committee
considered a report prepared by management
highlighting the positive and negative statements
it included to ensure that they fairly reflected the
results for the year. The Committee recommended
to the board that the statement of directors’
responsibilities in respect of the annual report
and the financial statements, set out on page 104,
should be signed accordingly.
FRC review of annual report
The Committee considered correspondence
received from the FRC following its review of
the company’s annual report for the year ended
31 March 2025 in accordance with Part 2 of the
FRC Corporate Reporting Review Operating
Procedures. The correspondence confirmed that,
based on the review, there were no questions
or queries that the FRC wished to raise.
The Committee noted that the FRC’s review
was based solely on the annual report and
did not benefit from detailed knowledge of
Caledonia’s business or an understanding
of the underlying transactions entered into,
although it was conducted by staff of the FRC
who have an understanding of the relevant
legal and accounting framework. Moreover,
the correspondence did not provide assurance
that the annual report was correct in all material
respects, as the FRC’s role is not to verify the
information provided to it but to consider
compliance with reporting requirements, and
was written on the basis that the FRC (which
includes its officers, employees and agents)
accepts no liability for reliance on it by the
company or any third party, including but not
limited to investors and shareholders.
The Committee considered the work undertaken
to identify material controls and approved a
programme of assurance activities, including
deep dive risk assessments for material controls,
designed to monitor the effectiveness of the
company’s internal control environment and
resolve identified weaknesses. The continued
development of the risk management framework
was assessed in light of the requirements of the
Code in relation to risk and internal control and
the need to support the board’s declaration of the
effectiveness of the company’s material controls
in the 2027 annual report.
The Committee monitored the progress of the
assurance programme over the course of the
year. It reviewed controls assurance reports
on supplier risk management, fraud, business
continuity planning, investment trust compliance,
data protection, financial management, analysis
and reporting processes, in addition to the
third-party review of IT/cyber security noted
above. The approach to governance and the
control environment of investee companies
within the Private Capital pool was also subject
to review. Ongoing compliance with requirements
for investment trust status was also considered.
A comprehensive update on cyber security and
information technology matters was once again
provided to the Committee. This included:
• A summary of employee training and regular
phishing simulations
• An update on the findings of a penetration
testing exercise and the minor remediations
implemented as a result
• An overview of the technical controls
environment
• Technology improvements made during the
year and the planned roadmap for further
developments during the next 12 months
and beyond
• An update on cyber resilience and disaster
recovery preparedness
Internal audit
As the company does not have an internal
audit function, the Committee considers annually
whether there is a need for one. The company
is an investment trust and manages its non-
consolidated subsidiaries as other private
company investments, with each business
operating its own risk management processes.
The company closely monitors its control
environment and those of its private company
investments. Specialist external resources
are also used when appropriate, for example
in testing key cyber security controls. The
Committee recommended to the board that
an internal audit function was not required
at the present time.
External auditor
External auditor BDO LLP
Appointed July 2021
Re-appointment To be proposed at the 2026
annual general meeting
Current lead partner Peter Smith
Current lead partner
appointed
July 2021
Future lead partner Justin Chait
Future lead partner
to be appointed
July 2026
Next mandatory audit
tender/lead partner
rotation
Following the conclusion
of the audit for the year
ending 31 March 2031
Audit and Risk Committee report continued
Caledonia Investments plc Annual Report 2026
76Strategic report Governance Financial statements Other information
During the year, the Committee considered the
FRC’s Audit Quality Inspection and Supervision
Report of BDO, published in July 2025, and sought
assurance from the audit partner regarding BDO’s
response to the FRC’s findings. In particular, the
Committee noted BDO’s continued investment in
enhancing audit quality. The Committee enquired
about the potential impact on recruitment and
staff morale from the FRC’s findings. Regular
updates on the progress of BDO’s response
have been sought by the Committee.
The Committee considered the following
situations where the auditors had challenged
management’s assumptions, including:
• The valuation of unquoted investments,
specifically the valuation of Private Capital and
Fund investments and the risk posed by stale
pricing, including the key judgements and risk
of management override of controls
• The assumptions and judgements made with
regards to stress-testing the cash flow forecast
used in the going concern assessment
Independence, objectivity and non-audit work
To safeguard the auditor’s independence and
objectivity, the Committee maintains a schedule
of specific non-audit activities which may not
be undertaken by the external auditor, within
the broad principles that the external auditor
should not audit its own work, should not make
management decisions on behalf of the company,
should not be put into the role of advocate for
the company and that no mutuality of interest
should be created between the company and the
external auditor. A rigorous review of non-audit
services carried out by BDO is undertaken by
the Committee, supporting the auditor’s own
internal assessment of independence controls.
Audit effectiveness
Audit quality is reviewed continuously throughout
the year by both the Chief Financial Officer
and the Committee. The focus is centred on
the following:
• The quality and seniority of the external
auditor’s staff and continuity of the
engagement team
• The use of specialist staff in areas including
the valuation of unlisted assets and pensions
• The appropriateness of the planned audit
methodology as applied to Caledonia’s
business activity
• The level of challenge on key areas of
judgement and professional scepticism
displayed, together with the quality of
reporting to the Committee
• The quality of delivery, including achieving
key audit project milestones and reporting
to the Committee
The following series of indicators have been
established to assess BDO’s audit quality:
• FRC quality inspection results, when available
• The percentage of hours of continuity across
the engagement team
• Partner and manager hours, including
independent partner reviews, as a percentage
of the total hours on the engagement
• Hours of specialist time
• Percentage of hours spent ahead of year end
compared to those planned
• Percentage of key milestones achieved
Other than FRC quality inspection results, these
indicators have not raised any concerns with
regards to audit effectiveness.
The Committee has in place a policy for the
provision of non-audit services, meeting the
requirements of the FRC’s Revised Ethical
Standard 2024, which was last reviewed in
March 2026. Certain non-audit services are
prohibited. Permitted services are subject to
approval by the Chief Financial Officer and the
Committee. Total fees payable for non-audit
work carried out by the company’s auditor are
subject to limits.
The lead audit partner is required to rotate every
five years and other key partners involved in the
engagement every seven years. The current lead
audit partner will therefore be replaced following
the conclusion of the audit for the year ending
31March 2026. The future lead audit partner
will commence his role with the independent
review of the company’s half-year report for
the six months ending 30 September 2026.
Introductory meetings were held with the Chief
Financial Officer and the Chair of the Audit and
Risk Committee and external references were
reviewed prior to the appointment of Justin Chait,
which was discussed with the Committee. No
contractual obligations restrict the Committee’s
choice of external auditor.
For the financial year ended 31 March 2026, the
total fees for non-audit services were £120,000,
22% of the total audit fees (2025: £114,900, 25%).
For 2026, non-audit fees represented 16% of
the average audit fees paid in the previous three
financial years and were solely related to BDO’s
independent review of the company’s half-year
report. For 2026, the non-audit fees were related
to BDO’s independent review of the company’s
half-year report. These services were closely
related to the work performance by BDO during
the audit or required by law or regulation.
Analysis is provided in note 2 to the financial
statements on page 121.
The Committee concluded that BDO remains
independent and objective, and that the level
of non-audit to audit fees remains acceptable.
Audit and Risk Committee report continued
Key audit matters raised by the external auditor
The following key audit matters were raised by
the external auditor:
• Valuation of unquoted Private Capital investments
• Valuation of Fund investments
Areas reviewed by the external auditor at the
Committee’s request
The Committee did not request any specific
areas for review by BDO beyond the normal
cycle of audit activity.
Private meetings
During the year, the Chair of the Committee met
separately and privately with the Chief Financial
Officer and BDO. The Committee also met BDO
without management present.
Committee evaluation
The activities of the Committee were considered
as part of an internal board effectiveness review
which is summarised on pages 68 and 69.
The board concluded that the Committee
continued to function well, with the appropriate
balance of membership, skills and experience.
Statement of compliance
This report has been prepared in compliance
with the Competition and Markets Authority
2014 Order on statutory audit services for
large companies.
Farah Buckley
Chair of the Audit and Risk Committee
18 May 2026
Caledonia Investments plc Annual Report 2026
77Strategic report Governance Financial statements Other information
Governance Committee report
Other work undertaken by the Committee
The Committee met three times during the
year. In addition to the Chair’s succession,
the other principal matters considered by
the Committee included:
• The review and approval of the Corporate
governance and Governance Committee
reports for the year ended 31 March 2025
• The review of the relationship agreement
between Caledonia and The Cayzer Trust
Company Limited dated 26 November 2024
• The influence of the Cayzer family concert
party (the ‘Cayzer Concert Party’) on
Caledonia’s board and whether it was in the
general interest of the non-Cayzer Concert
Party shareholders, with the conclusion that
it was
• The review and approval, on behalf of the
board, of statements of compliance with
the independence provisions of the Listing
Rules relating to listed companies with
controlling shareholders
• The review of potential conflict situations
notified by directors in accordance with
the Companies Act 2006 and the making
of recommendations to the board in
relation thereto
• The annual appraisal of the Chair’s performance
Committee evaluation
The activities of the Committee were considered
as part of an internal effectiveness review which is
summarised on pages 68 and 69. The board found
that the Committee continued to function well,
with the appropriate balance of membership, skills
and experience.
Guy Davison
Chair of the Governance Committee
18 May 2026
The Governance Committee
monitors and reviews the
ability of each director
to act in the interests of
shareholders as a whole and
to exercise independence
of judgement.
Responsibilities
The Committee is responsible for:
• Keeping under review corporate governance
matters relating to the company
• Monitoring and reviewing the company’s
compliance with the Listing Rules relating
to companies with controlling shareholders
• Considering the ability of each director
to act in the interests of shareholders as
a whole and to exercise independence
of judgement free from relationships or
circumstances that are likely to, or could
appear to, affect their judgement
• Reviewing actual or potential conflict
situations relating to directors, which
may require the prior authorisation of the
board under the Companies Act 2006,
and making recommendations to the
board as to whether such situations
should be authorised and, if so, whether
any conditions, such as duration or
scope, should be attached
• An annual review of all actual or potential
conflict situations previously authorised by
the board to ensure they remain appropriate
• Making recommendations to the board
in circumstances where it believes that
a director may be subject to a conflict
of interest that may prejudice their ability
to exercise independence of judgement,
including that the director abstains
from participating in any decision of the
board or any of its committees on the
matter concerned
During the year, the
Committee’s discussions
included the governance
related matters emerging
from the Nomination
Committee’s proposal to
recommend the appointment
of Will Wyatt as the
company’s Chair.
Guy Davison
Chair of the Governance Committee
Chair succession
During the year, the Committee considered
the governance related matters emerging
from the Nomination Committee’s proposal to
recommend the appointment of Will Wyatt as
the company’s Chair, succeeding David Stewart.
The Committee was particularly cognisant of
the comply or explain provisions of the UK
Corporate Governance Code (the ‘Code’),
including Provision 9, which recommends that
the Chair should be independent on appointment
and that a Chief Executive should not go on to
become Chair of the same company, and
Provision 19, which recommends that the Chair
should not remain in post beyond nine years from
the date of their first appointment to the board.
In light of Will’s candidature as the future
company Chair, the Committee considered,
amongst other matters:
• The potential change to board dynamics and
the importance of maintaining and potentially
further strengthening independent non-
executive director representation on the board
• The significance of the role of Senior
Independent Director in light of my anticipated
retirement in 2027
• Consideration of potential conflicts that might
arise in the future
• The appropriateness of Will chairing the
Nomination Committee should he be appointed
as the company Chair, concluding that it be
recommended to the board that, should the
appointment proceed, this committee be
chaired by the Senior Independent Director
• The consultation with major shareholders
Terms of reference
SCAN QR CODE
Caledonia Investments plc Annual Report 2026
78Strategic report Governance Financial statements Other information
The Remuneration
Committee ensures that
remuneration arrangements
remain closely linked to
Caledonia’s business model
and strategy, the ultimate
aim of which is to generate
long-term compounding
real returns that outperform
inflation over the medium
to long term, and the FTSE
All-Share index over 10 years.
Our performance share scheme (‘PSS’), which
vests subject to NAVTR growth over three and
five years, is the primary incentive to reward
achievement of this objective. Annual bonus
also includes a NAVTR growth metric to ensure
a strong link to this key shareholder metric.
A primary purpose of the annual bonus is to help
provide a competitive cash remuneration package.
Half is based on NAVTR performance with the
remaining half rewarding delivery against individual
objectives and, for pool heads, pool objectives. The
Committee recognises that the bonus weighting
towards individual objectives may appear high
compared to typical FTSE practice but notes that
these represent 20% of executive directors’ overall
incentive opportunity. This approach seeks to
mitigate the potential risk of incentives driving
short-term investment decisions.
The Committee retains the discretion to
reduce the pay-out for individual objectives
when it considers such a pay-out would be
unduly inconsistent with underlying company
performance, as it did in the year ended
31 March 2020 when the pay-out against the
individual objectives was reduced to zero given
the impact of the Covid-19 pandemic on NAVTR.
The Committee continues to keep abreast of
and consider any impact of regulatory and good
practice developments regarding executive pay.
Caledonia has a small number of employees
based in a single office. This enables the
Committee to set the remuneration of both
executive directors and senior management
in context. Regular reporting provides us with
wide-ranging data, including employee attrition
rates, promotion decisions and training and
development, together with gender pay gap
analysis to ensure Caledonia maintains equal
pay for work of equal value. Notwithstanding
that Caledonia is not legally required to do so,
we have once again reported pay ratio
information in relation to the Chief Executive
Officer, in accordance with The Companies
(Miscellaneous Reporting) Regulations 2018.
This information is set out on page 97.
The Companies Act 2006 requires the company’s
auditor to report to the shareholders on certain parts of
the Directors’ remuneration report and to state whether,
in its opinion, those parts of the report have been
properly prepared in accordance with the Large and
Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013. The parts of
the Annual report on directors’ remuneration that have
been audited are indicated in the report. The Annual
statement by the Chair of the Remuneration Committee
and the remuneration policy are not subject to audit.
Directors’ remuneration report
Annual statement by the Chair of the Remuneration Committee
Terms of reference
SCAN QR CODE
As a self-managed
investment trust, management
and shareholders are aligned
with a significant proportion
of remuneration subject to
Caledonia’s performance
and delivered in company
shares.
Anne Farlow
Chair of the Remuneration Committee
Winner best new share plan
In 2025, we launched our share
incentive plan, extending share
ownership opportunities to all
employees, reinforcing alignment
between colleagues and shareholders
to foster a culture of ownership across
Caledonia. The plan has strong
engagement with more than 80%
of employees purchasing shares
each month. The success of the plan
was recognised externally, winning
ProShare’s Best New Share Plan 2025.
Dear Shareholder,
On behalf of the board, I am pleased to introduce
Caledonia’s Directors’ remuneration report for
the year ended 31 March 2026.
Remuneration policy
Our remuneration policy is designed to align the
remuneration of Caledonia’s leadership team with
the experience of our shareholders through the
measurement of NAVTR growth and material
exposure to share price performance and dividends.
The current remuneration policy was approved
by shareholders at the 2023 annual general
meeting by a majority of almost 99%, following
consultation with the company’s largest
shareholders. During the year, the policy
operated as intended with respect to company
performance, pay structure and quantum.
In accordance with the Companies Act 2006, the
remuneration policy is being put to shareholders
for renewal at this year’s annual general meeting.
Following a detailed review supported by the
Committee’s remuneration consultant, Ellason
LLP, the Committee concluded that the current
policy continues to support the implementation
of our remuneration philosophy and remains in
line with good practice and investor expectations.
Therefore no substantive changes to the policy
are being proposed this year. There are a few
minor revisions to aid clarity and the revised
policy is set out on pages 82 to 88.
Remuneration structure
Caledonia’s remuneration structure reflects
the typical approach used by many FTSE 250
companies and asset managers and comprises
a fixed salary, an annual bonus opportunity and
annual performance share awards.
The Committee believes that NAV per share
growth best captures Caledonia’s overriding
performance objective to generate long-term
compounding real returns to shareholders.
Variable pay based on NAVTR therefore
represents 80% of each executive director’s
overall incentive opportunity.
Caledonia Investments plc Annual Report 2026
79Strategic report Governance Financial statements Other information
Caledonia delivered NAVTR for the year of
5.4%, slightly exceeding the increase in inflation
(for bonus purposes) of 3.6%, resulting in a
payment of 28% for this element. The Funds pool
achieved a total return over the year on a
constant currency basis of 7.1% which, for Jamie,
resulted in a 22% payment for this element. The
Committee considered the formulaic outcome to
be appropriate and that no exercise of discretion
was necessary. After assessing their individual
performance and, for Jamie, the attainment of
pool objectives, the Committee awarded overall
bonuses to Mat and Rob of 64% of basic salary
and 62.5% of basic salary to Jamie.
Performance share scheme awards
The remaining two-thirds of the performance
share scheme awards granted in 2021 (measured
over five years) and the first one-third of the
awards granted in 2023 (measured over three
years) reached the end of their performance
periods in March this year. In each case, the
awards were measured by reference to
Caledonia’s annualised NAVTR over the relevant
periods, which was 9.5% for the 2021 awards
and 5.4% for the 2023 awards. This led to partial
vesting of this portion of Mat Masters’ and
Jamie Cayzer-Colvin’s 2021 awards and partial
vesting of the 2023 awards.
Mat was previously Head of the Capital portfolio
before taking on broader responsibility for the
Income strategy in 2019 and his appointment
as Chief Executive Officer in 2022. The Capital
portfolio’s annualised total return (relevant for
53.3% of his 2021 award) was 6.9% (excluding
Polar Capital) and the Income portfolio’s
annualised return (relevant for 26.7% of his 2021
award) was 5.1%. This meant that this portion of
his 2021 awards vested in part. The Funds pool’s
annualised total return, relevant for 60% of
Jamie’s 2021 and 2023 awards, was 11.1% and
5.5% respectively, which resulted in this element
of his 2021 awards vesting in part and was below
the return needed for any of this element of his
2023 awards to vest.
Remuneration for the year ended
31 March 2026
The Annual report on directors’ remuneration set
out on pages 89 to 99 describes in detail how our
remuneration policy has been applied for the year
ended 31 March 2026. It is also summarised on
page 81. However, I would like to highlight the
following points:
Annual bonus
Half of the bonus for Mat Masters and Rob
Memmott was determined by reference to
company performance and half subject to the
delivery of individual performance objectives.
For Jamie Cayzer-Colvin, who has specific
responsibility for the Funds pool, 25% of his
bonus was determined by reference to company
performance, 25% to his pool’s performance,
35% to his pool’s objectives and 15% to individual
performance objectives.
For the 2026 financial year, the company
performance element of the annual bonus
was assessed by reference to the relative
performance of the company’s NAVTR against
inflation, which for bonus purposes was taken
as 3%, or actual inflation if greater, with a 10%
pay-out if the company’s NAVTR matched
inflation, increasing incrementally to the
maximum entitlement payable if outperformance
of 7% or more was achieved. The phased
transition from the Retail Prices Index (‘RPI’)
to the Consumer Prices Index including owner
occupiers’ housing costs (‘CPIH’) as the
measure of inflation for bonus purposes over
the three-year policy period has continued,
weighted 33:67 on RPI:CPIH for the year
ended 31 March 2026.
The Committee once again conducted analysis
before concluding that no windfall gains have
arisen in connection with the vesting of the
performance share scheme awards granted
in 2021 and 2023. Further detail is set out on
page 90.
The details of the vesting scales for these awards
can also be found on page 90. The Committee
considers that these performance outcomes are
appropriate. The remaining two-thirds of the
2023 performance share scheme awards will be
tested in March 2028 at the end of the five-year
performance period.
Remuneration for the year ending
31 March 2027
Looking ahead to the 2027 financial year, the
basic salaries of Mat Masters, Rob Memmott and
Jamie Cayzer-Colvin have been increased with
effect from 1 April 2026 by 3%, broadly in line with
inflation, which was the same standard increase
applied to the company’s other employees.
The non-executive director basic fee has been
increased by 3%. No changes have been made
to the fees paid to the chairs and members of the
Audit and Risk and Remuneration Committees
or to the fee paid to the company’s Chair.
We plan to grant performance share scheme
awards to the executive directors following the
release of our 2026 full-year results in line with
our normal grant cycle. These awards will be
subject to the same performance measures
used for the awards made during 2025, which
are summarised in the notes to the remuneration
policy table on page 84.
Committee evaluation
The activities of the Committee were considered
as part of an internal effectiveness review which
is summarised on pages 68 and 69. The board
found that the Committee functioned well, with
the appropriate balance of membership, skills
and experience.
Finally, I would like to take this opportunity once
again to thank my colleagues on the Committee
for their continued diligence and support over
the past year.
Anne Farlow
Chair of the Remuneration Committee
18 May 2026
Directors’ remuneration report continued
Annual statement by the Chair of the Remuneration Committee continued
Caledonia Investments plc Annual Report 2026
80Strategic report Governance Financial statements Other information
Element
Application in the year
ended 31 March 2026
Application in the year
ended 31 March 2027
Salary
Salary
Mat Masters: £525,000
Rob Memmott: £452,300
Jamie Cayzer-Colvin: £414,600
Salary
Mat Masters: £540,800
Rob Memmott: £465,900
Jamie Cayzer-Colvin: £427,100
Pension
Pension entitlement
15% of salary
Other benefits
Other benefits
Family private medical insurance, death-in-service insurance, permanent health insurance
Directors’ and officers’ liability insurance
Mat Masters and Jamie Cayzer-Colvin: a legacy cash allowance in lieu of a company car
Bonus
Malus and clawback
provisions apply
Annual bonus
Mat Masters: £336,000
Rob Memmott: £289,472
Jamie Cayzer-Colvin: £259,125
Annual bonus
Maximum bonus potential:
100% of salary
Performance
share scheme
Malus and clawback
provisions apply
PSS award
150% of salary
Mat Masters: 215,750 shares
Rob Memmott: 185,880 shares
Jamie Cayzer-Colvin: 170,380 shares
PSS award
150% of salary
Shareholding
requirement
Shareholding requirement
Mat Masters: 200% of salary
Rob Memmott and Jamie Cayzer-Colvin: 150% of salary
The Remuneration Committee ensures that
remuneration arrangements remain closely linked
to Caledonia’s business model and strategy.
Anne Farlow
Chair of the Remuneration Committee
At a glance
Our remuneration policy aligns
leadership rewards with the
experience of our shareholders.
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5+YEAR 5
Directors’ remuneration report continued
2/3 of award: performance measured
over five years
Up to 50%
of salary in
cash
Mandatory deferral in shares
of any bonus exceeding 50%
1/3 of award: performance measured
over three years
Post-vesting
holding period
Caledonia Investments plc Annual Report 2026
81
Strategic report
Governance
Financial statements
Other information
Remuneration policy
Introduction
The remuneration policy set out below describes the policies, principles and practices to be operated
by the company for the remuneration of its directors. If approved by shareholders at the annual
general meeting to be held on 15 July 2026, this policy will supersede the policy approved at the
2023 annual general meeting and take effect from that date. There are no changes to the policy other
than minor wording revisions to ensure clarity. It will then apply until a revised remuneration policy is
approved by shareholders. The company does not expect to seek shareholder approval for a revised
policy until the annual general meeting in 2029.
Under the current statutory regime, a company may make a remuneration payment to a director or a
payment for loss of office only if it is consistent with the most recently approved remuneration policy
or, if not, it must be separately approved by shareholders. The Remuneration Committee considers
that an effective remuneration policy needs to be sufficiently flexible to take account of future
changes in the company’s business environment, and in remuneration practice generally. In framing
its policy, the Remuneration Committee has therefore sought to combine a level of breadth and
flexibility to enable it to react to changed circumstances without the need for specific shareholder
approval, whilst at the same time incorporating sufficient detail and transparency to enable
shareholders to understand how it will operate in different scenarios and feel comfortable that
payments made under it are justified.
Components of remuneration where the Remuneration Committee wishes to retain a level of
discretion are identified in the relevant sections of the policy. The Remuneration Committee may also
make minor amendments to the remuneration policy to aid its operation or implementation without
seeking shareholder approval, for example to take account of a change in legislation or for regulatory,
exchange control, tax or administrative purposes, provided that any such change is not to the material
advantage of the directors.
Legacy arrangements
The policy is essentially forward looking in nature. In view of the long-term nature of the company’s
remuneration structures – including obligations under service contracts, pension arrangements and
incentive schemes – a number of pre-existing obligations will remain outstanding at the time that
the new policy is approved, including obligations which were incurred under previous remuneration
policies approved by shareholders. It is the company’s policy to honour in full any pre-existing
obligations that have been entered into prior to the effective date of this policy.
Objectives
The key objectives of the Remuneration Committee in setting the company’s remuneration policy
are as follows:
• Remuneration of executive directors should be linked to the company’s long-term performance
and its business strategy
• Performance related remuneration should seek to align the interests of executive directors with
those of the shareholders
• A significant proportion of executive directors’ remuneration should be linked to the performance
of the company and receivable only if demanding performance targets are achieved
• Remuneration packages for executive directors should be competitive, but not excessive, in terms
of market practice, in order to attract, retain and motivate executive directors of the quality needed
to manage and develop the company successfully
Remuneration structure
Executive directors
The table below sets out Caledonia’s policy in relation to each component of executive director
remuneration, with further explanations in the notes that follow.
Salary (fixed pay)
Purpose and link to
strategic objectives
To support the recruitment and retention of executive directors of the calibre
required to manage and develop the company successfully.
Operation Reviewed annually.
Opportunity
and recovery or
withholding
provisions
Salary increases are normally awarded by reference to any increase in the
salaries of other Caledonia employees/the cost of living, but may take into
account other factors such as external market positioning, change in the
scope of the individual’s responsibilities or level of experience, development
in the role and levels of pay elsewhere in the company.
Normally year on year increases in basic salaries will not exceed inflation
by more than 5%, other than where there is a significant change in role or
responsibilities or in such other circumstances as the Remuneration Committee
may determine.
No recovery or withholding provisions.
Performance
measurement
framework
Not applicable.
Directors’ remuneration report continued
Caledonia Investments plc Annual Report 2026
82Strategic report Governance Financial statements Other information
Benefits (fixed pay)
Purpose and link to
strategic objectives
To provide a range of benefits alongside basic salary to recruit and retain high
calibre executive directors.
Operation Executive directors are provided with family private medical insurance cover,
death-in-service insurance, and permanent health insurance and, in the case
of Mat Masters and Jamie Cayzer-Colvin, a legacy cash allowance in lieu
of a company car. They are also entitled to receive benefits that are generally
available to other Caledonia employees.
The executive directors are also covered by the company’s directors’ and
officers’ liability insurance policy and have the benefit of an indemnity under
the company’s articles of association.
Where there is a valid business reason for doing so, the company may pay for
the cost of spouses or partners accompanying directors on business trips and
reimburse directors for hotel accommodation and travel expenses (including
payment of any tax thereon). Executive directors are also eligible to receive
other minor benefits and expenses payments (again including payment of any
tax thereon).
Executive directors will be eligible to participate in any all-employee share
schemes of the company on the same basis as other employees.
Opportunity
and recovery
or withholding
provisions
A taxable benefits package that is competitive with the marketplace.
The value of taxable benefits provided, other than ad hoc items incurred in
connection with Caledonia’s business that may be deemed taxable benefits such
as travel and other expenses, will not in aggregate exceed 10% of basic salary.
No recovery or withholding provisions.
Performance
measurement
framework
Not applicable.
Short-term incentives (variable pay)
Purpose and link to
strategic objectives
To reward performance on an annual basis against key financial, operational
and individual objectives.
Operation Discretionary annual bonus scheme and deferred bonus plan under which
a proportion of bonus may be compulsorily deferred into shares.
Bonus is not pensionable.
Opportunity
and recovery
or withholding
provisions
The maximum potential bonus is 100% of basic salary. Any bonus over 50%
of basic salary is compulsorily deferred into shares for a period of three years.
Participants will also receive an amount or additional number of shares equal
to the value of the dividends that would have accrued on the deferred shares.
All bonus payments are subject to the overriding discretion of the Remuneration
Committee, which also retains discretion to amend the performance targets,
impose different performance targets, amend the proportion of any award
subject to each performance measure and to amend the proportions
of bonus subject to compulsory deferral or not to require any deferral
in exceptional circumstances.
Opportunity
and recovery
or withholding
provisions
continued
In order to be entitled to an annual bonus, an executive director must normally
be in the group’s employment and not under notice of termination (either given
or received) at the time the bonus is paid.
The Remuneration Committee has the right to cancel or reduce any cash bonus
or deferred bonus shares granted after the effective date of this policy which
have not yet been paid or vested.
The Remuneration Committee also has the right to recover all or part of cash
bonus paid or deferred bonus shares and dividend shares or equivalent amounts
awarded within the two years following date of payment or vesting as applicable.
Performance
measurement
framework
By reference to a combination of company performance against external
benchmarks and individual performance against personal and strategic objectives.
Executive directors with responsibility for pools of capital will have a proportion
of bonus determined by reference to pool performance and objectives.
Long-term incentives (variable pay)
Purpose and link to
strategic objectives
To motivate executive directors to deliver long-term shareholder value, thereby
aligning the interests of management with those of shareholders.
To encourage long-term retention of key executives.
Operation A performance share scheme under which participants are granted awards
(normally in the form of nil-cost options) over the company’s shares.
Opportunity
and recovery
or withholding
provisions
The maximum value of awards that may be granted in any year is 200% of basic
salary, although the company’s current intention is to grant annual awards of no
more than 150% of basic salary.
Participants will also receive an amount or additional number of shares equal
to the value of the dividends that would have accrued on the shares awarded.
Performance is measured over three years for one-third of awards which is
subject to a post-vesting holding period, on an after-tax basis, of two years.
The remaining two-thirds of awards is subject to performance over five years,
with no post-vesting holding requirement.
The Remuneration Committee has the right to cancel or reduce long-term
incentive awards which have not yet vested. The Remuneration Committee
also has the right to recover all or part of the value of long-term incentive
awards and dividend equivalents received within two years of the date that
such awards vested and became exercisable.
Performance
measurement
framework
For executive directors who are not directly responsible for a pool of capital,
awards under the performance share scheme are subject to the performance
of the company’s annualised diluted net asset value per share total return
(‘NAVTR’) measured over three or five years. For executive directors directly
responsible for a pool of capital, the awards are subject to a combination of the
performance of the company’s annualised NAVTR as above and the annualised
total returns achieved by the relevant pool for which they are responsible, again
measured over three or five years.
The rules of the scheme provide discretion to the Remuneration Committee to amend
the performance targets or impose different performance targets and to determine
the appropriate proportion of any award subject to each performance measure.
Directors’ remuneration report continued
Remuneration policy continued
Caledonia Investments plc Annual Report 2026
83Strategic report Governance Financial statements Other information
Pension related benefits (fixed pay)
Purpose and link to
strategic objectives
To provide a means of retirement saving as part of a range of benefits alongside
basic salary to recruit and retain high calibre executive directors.
Operation Executive directors are offered defined contribution funding, based on
a percentage of salary, to a personal pension scheme or a cash salary
supplement (or a combination of both) at their choice.
Opportunity
and recovery
or withholding
provisions
Executive directors are eligible to participate in the same pension
arrangements as all Caledonia employees. The pension contribution is currently
set at 15% of salary. A director may choose to take a cash supplement in lieu of
some or all of their pension entitlement, in which case the company may adjust
the payment to make the cash supplement cost neutral for the company relative
to a pension contribution. Participation in a salary sacrifice arrangement in
respect of employee pension contributions is also provided to executive
directors, on the same terms as that provided to other Caledonia employees.
No recovery or withholding provisions.
Performance
measurement
framework
Not applicable.
Notes to the policy table
1. Performance measures and targets
Annual bonus
For the Chief Executive Officer and the Chief Financial Officer, a minimum of 50% of bonus is determined by reference to
company performance and a maximum of 50% by reference to individual performance objectives. For executive directors
responsible for a specific pool of capital, 25% of bonus is determined by reference to the company’s performance, 25% to pool
performance, 35% to pool objectives and 15% to individual performance objectives. In all cases, the company performance
element is determined by reference to the relative performance of the company’s NAVTR against inflation.
Inflation is taken as the higher of the weighted CPIH benchmark over the bonus year or 3%, being broadly in line with its historic
long-term average. Bonus payments for this element currently commence with a 10% pay-out if NAVTR matches the inflation
benchmark, increasing incrementally to the maximum entitlement payable if outperformance of 7% or more is achieved. Pool
performance is judged by the Remuneration Committee by reference to the return achieved by the pool against a set target
return and by objectives such as deal flow and delivery of portfolio strategy. Individual performance is assessed by reference
to personal objectives set at the start of the year, including non-financial measures such as risk management, environmental,
social and governance matters, marketing of the company, team leadership and engagement, management skills and
promotion of Caledonia’s corporate culture and profile both internally and externally.
The Remuneration Committee retains discretion to amend or adopt alternative annual bonus targets and/or levels in future
years in order to achieve better alignment with the company’s strategic objectives.
Compulsory deferral of bonus
Deferred bonus plan
Shares subject to compulsory deferral will normally only vest if the director remains an employee of the Caledonia group
for a three-year period commencing on the first day of the financial year in which the award is made.
Long-term incentive plans
Performance share scheme
One-third of awards granted will be measured over three years and two-thirds over five years. In all cases, shares that vest will
become immediately exercisable/transferable and, if the award is structured to grant nil-cost options, will lapse if not exercised
within ten years of grant.
Awards granted to the Chief Executive Officer and Chief Financial Officer will vest on a graduated basis, with vesting currently
commencing at 10% on the achievement of an annualised NAVTR of 3%, rising incrementally to 100% vesting on achievement
of an annualised NAVTR of 10%, measured over three and five years. For Jamie Cayzer-Colvin, who is head of the Funds pool,
60% of his performance share scheme awards will be measured against the annualised total returns achieved by the Funds
pool, measured over three and five years. Awards will similarly vest on a graduated basis, with vesting commencing at 10%
on achievement of an annualised Funds pool total return of 6%, rising incrementally to 100% vesting on achievement of an
annualised total return of 13.5%. The remaining 40% of Mr Cayzer-Colvin’s performance share scheme awards will be measured
against Caledonia’s annualised NAVTR as above.
The Remuneration Committee retains discretion to amend or adopt alternative targets and/or levels in future years in order to
achieve alignment with the company’s strategic objectives.
Malus and clawback provisions
The Remuneration Committee has the right to cancel or reduce any cash bonus or deferred bonus shares granted which have
not yet been paid or vested and long-term incentive awards which have not yet vested, in the event of a material misstatement
of the company’s financial results, miscalculation of a participant’s entitlement, individual misconduct or an event resulting in
material loss or reputational damage to the company or any member of the group. The Remuneration Committee may, acting
fairly and reasonably, reduce the level of vesting to take account of any matter which it considers appropriate including the
broader performance of the company, the shareholder experience and the conduct of the participant.
The Remuneration Committee also has the right to recover all or part of cash bonus paid or deferred bonus shares and
dividend shares or equivalent amounts awarded within the two years following date of payment or vesting as applicable and
the value of long-term incentive awards and dividend equivalents received within two years of the date that such awards vested
and became exercisable, in the event of a material miscalculation of a participant’s entitlement, a material misstatement or
restatement of the company’s financial results for the years to which the performance periods relate, or material personal
misconduct that would justify summary dismissal, result in significant reputational damage to the company, have a material
adverse effect on the company’s financial position, or reflect a significant failure of the company’s risk management or control.
The Remuneration Committee considers two years to be an appropriate time period for such risks to be identified.
Rationale for choice of performance measures for the short and long-term incentive plans
The Remuneration Committee has chosen NAVTR as the basis of performance measurement for the company for both its
short-term and long-term incentive arrangements as it regards this as the best indicator of the success or failure of
management decisions in terms of creating value for the company.
For the company performance element of the annual bonus scheme, the board has taken the view that benchmarking against a
stock market index or indices over a short period is not relevant given Caledonia’s long-term investment horizon and the nature
of its portfolio. The Remuneration Committee has therefore instead chosen UK inflation, subject to a minimum of 3%, as the
comparator, as on this basis executives will only be rewarded to the extent that they are able to deliver positive real returns for
shareholders. The Remuneration Committee will review the rate of increase in UK inflation at the start of each financial year and
may adjust the level of outperformance required for the incremental and maximum bonus payments in order to ensure that they
remain a fair measure of performance.
For awards under the performance share scheme, the Remuneration Committee has chosen Caledonia’s annualised NAVTR
as the performance measurement, as it believes that this is the most effective method of aligning directors’ rewards with
the longer-term strategic objective of the company of delivering annualised returns over rolling ten-year periods of between
inflation +3% and inflation +6% over the medium and longer term. For Jamie Cayzer-Colvin, the Remuneration Committee
believes that a significant proportion of his variable pay should be weighted towards the annualised total return performance
of the Funds pool of capital for which he is responsible and has therefore determined that 60% of his performance share
scheme awards should be tested by reference to this.
The targets for each component of the long-term incentive plans have been set by the Remuneration Committee with the aim
of delivering increasing reward for greater outperformance. The Remuneration Committee keeps these under review and may
adjust the measures and levels at which incremental and maximum entitlements are earned in order to ensure that they remain
sufficiently challenging and aligned with the company’s strategy and key performance indicators.
2. New components introduced into the new remuneration policy
There are no new components included in the above policy table which were not a part of the remuneration policy previously
operated for executive directors by the company.
3. Changes to components included in the previous remuneration policy
There are no substantive changes to the company’s previous remuneration policy. As described in previous years, the move to
use CPIH in place of RPI as the inflation benchmark for annual bonus purposes was phased in over the course of the previous
three-year remuneration policy period, weighted 33:67 on RPI:CPIH for the 2026 financial year. The inflation benchmark is
100% on CPIH for the 2027 financial year and for future years under the new remuneration policy. Minor changes have been
made to the wording of the policy to reflect evolving market trends and improve the clarity of operation.
4. How the remuneration policy for executive directors relates to remuneration of Caledonia group employees generally
Caledonia applies a similar reward philosophy for group employees. Executive directors’ remuneration packages tend to be
higher than those of other employees, but also include a higher proportion of variable pay.
Directors’ remuneration report continued
Remuneration policy continued
Caledonia Investments plc Annual Report 2026
84Strategic report Governance Financial statements Other information
Chair and non-executive directors
The table below sets out each component of the Chair’s and the non-executive directors’
remuneration and the approach taken by the company in relation thereto.
Component Approach
Chair’s and
non-executive
directors’ fees
The Chair’s fee is determined by the Remuneration Committee and the
non-executive directors’ fees are set by the board (excluding the non-executive
directors). These are reviewed periodically taking into account the responsibilities
and time commitments required and non-executive director fee levels generally.
The Chair receives an annual fee, which includes their basic non-executive
director’s fee, but does not receive any other remuneration.
Non-executive directors receive basic fees, which are subject to an aggregate
annual limit for non-executive directors’ ordinary remuneration contained in the
articles of association. The limit is currently £750,000. In addition, special fees
are paid to the chair and members of the Audit and Risk and Remuneration
Committees and also for the role of Senior Independent Non-Executive Director
and Chair of the Governance Committee. Additional fees may be payable for
other additional board responsibilities and/or time commitment.
Additional fees
payable for
services to other
group companies
Exceptionally, non-executive directors may receive fees in connection with
subsidiary and investee companies for services provided to them. Fees for
services provided to such companies are set and reviewed by the boards
of those companies, but will not exceed £100,000 per annum in aggregate
for any non-executive director.
Other benefits The Chair and the non-executive directors are all covered under the company’s
directors’ and officers’ liability insurance policy and have the benefit of an
indemnity under the company’s articles of association. The Chair is also
provided with an office and secretarial support.
The company may, where appropriate, pay for the cost of spouses or partners
accompanying non-executive directors on trips where there is a business
reason for doing so and reimburse non-executive directors for hotel
accommodation and travel expenses. Other modest benefits, including gifts
to non-executive directors who are retiring from the board, may be provided
at the discretion of the Committee. Where a tax liability is incurred, the
company may approve such payment on behalf of the director.
Remuneration policy for new appointments
Executive directors
In the case of the appointment of a new executive director, the Remuneration Committee would
typically seek to align the remuneration package with the above remuneration policy. The
Remuneration Committee however retains the discretion to make special remuneration commitments
on the appointment of a new executive director, including the use of awards made under Rule 9.3.2
of the Listing Rules, if such were necessary to facilitate the recruitment of a candidate. In doing so,
the Remuneration Committee would take into consideration all relevant factors, including, but not
limited to, overall quantum, type of remuneration offered and comparability with the packages of
other Caledonia senior executives and the total variable pay would not exceed the maxima stated
in the policy table for executive director remuneration above.
The Remuneration Committee may in addition make bonus commitments, cash or share awards
on the appointment of an external candidate to compensate for remuneration arrangements
forfeited or foregone on leaving a previous employer, taking into account factors such as any
performance conditions attached to these awards, the form in which they were granted, for example
cash or shares, and the time over which they would have vested. The aim would be to ensure that
replacement awards would be made on no greater than a comparable basis.
In order to attract and retain suitable executives, the Remuneration Committee retains discretion,
in exceptional circumstances, to offer service contracts with up to an initial 24 month notice period,
which then reduces to 12 months at the end of this initial period. If it considers it appropriate, the
Remuneration Committee may also offer a lower salary initially, but with a series of increases to
achieve the desired salary positioning over a period of time, as the individual develops into the role.
If a new appointment is the result of an internal promotion, the Remuneration Committee would expect
to honour any pre-existing contractual arrangements or benefits package agreed with the relevant
individual. In the event that a new director needs to relocate to take up the role, the Remuneration
Committee may agree a reasonable relocation package and tax equalisation arrangements.
In recruiting any new executive director, the Remuneration Committee would apply the overall policy
objective that executive directors’ remuneration should be competitive, but not excessive.
Chair and non-executive directors
Terms for the appointment of any new Chair or non-executive director would also be determined
by the Remuneration Committee or the board within the above remuneration policy.
Directors’ remuneration report continued
Remuneration policy continued
Caledonia Investments plc Annual Report 2026
85Strategic report Governance Financial statements Other information
Executive directors’ service contracts and the Chair’s and non-executive directors’
letters of appointment
Executive directors
Executive directors have service contracts with Caledonia Group Services Ltd, a wholly-owned
subsidiary of the company, details of which are summarised below:
Date of contract
Notice period for
company and director Unexpired term
M S D Masters 15 May 2008 12 months 12 months
R W Memmott 22 May 2023 12 months 12 months
J M B Cayzer-Colvin 19 Apr 2005 12 months 12 months
If notice is served by either party, the director can continue to receive basic salary, benefits and
pension payments for the duration of the notice period, during which time the company may require
the individual to continue to fulfil their current duties or may assign a period of gardening leave.
Alternatively, the company may, in its discretion, terminate the contract without notice and make a
lump sum payment in lieu of notice. This lump sum would include an amount equivalent to the basic
salary and benefits (based on a fixed percentage of salary specified in the service contract) for the
unexpired period of notice to which the payment relates. Mat Masters’ and Jamie Cayzer-Colvin’s
service contracts provide that an amount equivalent to 80% of the average of the annual bonuses
paid for the previous three financial years would also be included in the payment in lieu of notice.
Mat Masters’ and Jamie Cayzer-Colvin’s service contracts also include provisions whereby a
liquidated sum is payable in the event of termination within one year following a change of control.
The payment would be calculated on the same basis as a payment in lieu of notice, except that an
amount equivalent to 100% of the average of the annual bonuses paid for the previous three financial
years would be included.
Rob Memmott’s service contract contains provisions whereby, as an alternative to the payment
of a lump sum in lieu of notice, the company may elect to pay the equivalent amount in equal monthly
instalments, such instalments to be reduced by 50% of one-twelfth of the basic salary in excess of
£20,000 per annum that Rob Memmott receives from any alternative employment that he takes up
during the notice period.
Executive directors’ service contracts may be terminated without notice and without any further
payment (other than in respect of amounts due at the date of termination) on the occurrence
of certain events such as gross misconduct.
Chair and non-executive directors
The Chair and the non-executive directors do not have service contracts, but are engaged under
letters of appointment, which provide for termination without notice or compensation.
Inspection
Executive directors’ service contracts and the Chair’s and non-executive directors’ letters
of appointment are available for inspection at the registered office of the company.
Policy on payments for loss of office
Executive directors
It is the policy of the company that, other than in exceptional circumstances on recruitment as stated
above, no executive director should be offered a service contract that requires more than one year’s
notice of termination or which contains provision for predetermined compensation in excess of one
year’s total emoluments. In the event of a termination, the Remuneration Committee will consider
a director’s past performance and the circumstances of the departure in exercising any discretions
relating to the arrangements for loss of office, including contractual obligations, prevailing best
practice, the reason for the departure and any transition or handover required.
The termination provisions in executive directors’ current service contracts are described above in
the section on executive directors’ service contracts. It is the Remuneration Committee’s intention
that all future executive directors’ service contracts should include provisions enabling the company
to reduce compensation payments in the event that the director takes up alternative employment
within the notice period. However, if a new director is appointed internally, the Remuneration
Committee would expect to honour any existing contractual arrangements agreed with the relevant
individual before they become a director.
In applying the company’s right to make a lump sum payment in lieu of notice, the Remuneration
Committee would normally expect to prorate the lump sum for the unexpired period of notice to
which the payment relates.
The company’s annual bonus scheme provides that an employee must be in the group’s employment
and not under notice of termination (either given or received) in order to be entitled to receive a
bonus for the relevant financial year. The Remuneration Committee would expect to apply this
principle to executive director terminations, but retains discretion to make bonus payments on
termination if it believes it appropriate to do so. If any bonus payment is made, the Remuneration
Committee also retains discretion as to whether it will require any part of the bonus to be deferred
into shares under the deferred bonus plan.
Executive directors would also be entitled under their service contracts to be paid on termination for
any accrued, but untaken, holiday entitlement. The Remuneration Committee may, where it considers
it appropriate in the circumstances, make payments for loss of statutory rights or waiver thereof and
a contribution towards legal and outplacement fees. The Remuneration Committee may also make a
payment to ensure that any restrictive covenants remain enforceable.
Where the director holds unvested awards under the company’s long-term incentive schemes, the
Remuneration Committee may exercise its discretions as to vesting in accordance with the relevant
scheme rules. In good leaver circumstances, for example where cessation of employment is by reason
of death, retirement, injury, disability, ill-health, redundancy, or such other reason as the Remuneration
Committee may decide, awards shall remain in force, subject to the applicable performance conditions,
until the original vesting date unless the Remuneration Committee determines, in exceptional
circumstances, that earlier vesting should apply. The number of shares that vest will normally be
reduced to reflect the proportion of the performance period that the director was in employment,
although the Remuneration Committee has discretion not to scale down the number of shares
if it believes it appropriate in the circumstances.
Directors’ remuneration report continued
Remuneration policy continued
Caledonia Investments plc Annual Report 2026
86Strategic report Governance Financial statements Other information
The Remuneration Committee has the discretion to assess good leaver treatment for participants
should circumstances change after the date they leave but prior to vesting. Any holding period
will continue to apply in respect of shares held by a leaver, unless otherwise determined by the
Remuneration Committee.
Where the director holds unvested awards under the company’s deferred bonus plan, the
Remuneration Committee may exercise its discretion as to vesting in accordance with the relevant
scheme rules. In good leaver circumstances, awards will vest on leaving employment.
Following termination, the company may continue insurance related benefits for the former employee
until the end of the insurance policy period. The company’s directors’ and officers’ liability insurance
policy also provides for a six-year period of run-off cover for former directors. A director may remain
in employment after ceasing to be a director to allow time for an effective handover or for a successor
to be appointed.
In the event of a change of control before the expiry of the performance measurement period of a
long-term incentive award, the vesting level of the award will be determined by the Remuneration
Committee based on the extent to which the Remuneration Committee considers that the
performance targets have been achieved and vested shares will then be scaled down to reflect the
shortened measurement period. The Remuneration Committee may modify such vesting levels if
it considers that the performance target would be met to a greater or lesser degree at the testing
date and/or if the application of time prorating would be inappropriate in the circumstances.
Chair and non-executive directors
The Chair and the non-executive directors have no entitlement to any compensation on termination
of their appointments, although they would have the benefit of run-off cover under the directors’ and
officers’ liability insurance policy as described above. However, in appropriate circumstances they
may receive de minimis retirement gifts from the company.
Policy on external non-executive directorships held by executive directors
It is the company’s policy to allow executive directors to hold non-executive directorships unrelated
to the company’s business to broaden their commercial experience, provided that the time required
is not material. Normally the company will retain any fees arising from such non-executive
directorships, but may permit the executive director to retain fees on a case-by-case basis.
Directors’ remuneration report continued
Remuneration policy continued
Executive directors’ minimum shareholding guidelines
In order to align the interests of executive directors with those of shareholders, the Remuneration
Committee has adopted guidelines for minimum shareholdings, which executive directors will be
expected to attain through the retention of all post-tax share awards vesting under the company’s
long-term incentive plans until the minimum shareholding is met. For these purposes, shareholdings
include those of connected persons and also the value, net of any exercise costs, income tax and
National Insurance contributions, of unexercised awards granted under its performance share
scheme for which the performance targets have been met. Also included are bonuses deferred
compulsorily under the company’s deferred bonus plan, again net of income tax and National
Insurance contributions.
In addition, executive directors are subject to a post-cessation shareholding requirement of two
years, with the Committee retaining discretion to override this arrangement, for example, for
regulatory reasons, on compassionate grounds or where an executive experiences financial hardship.
For the Chief Executive Officer, the minimum guideline shareholding has been set at 200% of basic
salary and for other executive directors 150% of basic salary.
Statement of consideration of employment conditions elsewhere in the group
In setting the policy for directors’ remuneration, the Remuneration Committee considered pay
and employment conditions of other employees within the group. The Remuneration Committee
does not however seek to apply any metrics between pay levels of different roles within the group
as this would restrict flexibility in aligning reward and performance and potentially could hinder the
recruitment and retention of high calibre individuals. Executive directors’ remuneration packages are
however benchmarked with other senior investment executives, who participate in the same annual
bonus and long-term incentive plans. Employees are able to provide feedback on remuneration and
employment conditions more generally during the company’s biennial employee engagement survey,
the most recent of which took place in 2025.
Statement of consideration of shareholder views
Prior to the finalisation of the previous remuneration policy approved by shareholders in 2023, the
Remuneration Committee consulted a number of the company’s larger shareholders through written
correspondence. Shareholders were broadly supportive of the remuneration policy and did not
request any changes to it. As there are no substantive changes being proposed to the policy, in line
with shareholder expectations, the Remuneration Committee did not undertake further shareholder
consultation this time. More generally, the Remuneration Committee receives copies of any
correspondence from shareholders and institutional shareholder representative bodies relating to
remuneration matters and continues to take their views into account. The company’s annual general
meeting provides shareholders with the opportunity to ask questions about directors’ remuneration.
Caledonia Investments plc Annual Report 2026
87Strategic report Governance Financial statements Other information
0
500
1,000
1,500
2,000
Maximum
with 50% share
price appreciation
MaximumTargetMinimum
0
500
1,000
1,500
2,000
2,500
Maximum
with 50% share
price appreciation
MaximumTargetMinimum
0
500
1,000
1,500
2,000
2,500
Maximum
with 50% share
price appreciation
MaximumTargetMinimum
M S D Masters
£640k
£1,316k
£1,992k
£2,397k
100% 48.63% 32.12% 26.69%
20.55%
27.15% 22.56%
30.82%
40.73%
50.75%
£542k
£1,124k
£1,706k
£2,056k
100% 48.19% 31.75% 26.35%
20.72%
27.30% 22.66%
31.09%
40.95%
50.99%
£522k
£1,056k
£1,590k
£1,910k
100%
49.44% 32.84% 27.33%
20.22%
26.86% 22.36%
30.34%
40.30%
50.31%
Fixed pay
1
Annual bonus
2
Long-term awards
3
Total remuneration £’000
R W
Memmott
Total remuneration £’000
J M B
Cayzer-Colvin
Total remuneration £’000
Directors’ remuneration report continued
Remuneration policy continued
Illustration of the application of the remuneration policy for executive directors
The charts below provide an indication of the total pay of
the executive directors in the first year of operation of the
remuneration policy under four assumed performance scenarios:
• Minimum receivable – this assumes that the director receives
fixed components of pay only and nothing in respect of
annual bonus or long-term incentives
• Receivable for target performance – this assumes that, in
addition to fixed pay, there is a pay-out of 50% of basic salary
for annual bonus and 50% vesting for performance share
scheme awards
• Maximum receivable – this assumes that, in addition to fixed
pay, there is a maximum bonus of 100% of basic salary and
100% vesting of performance share scheme awards
• Maximum receivable with 50% share price appreciation – this
assumes that all elements are the same as for the maximum
receivable but with an assumed 50% increase in share price
for the performance share scheme awards
1. Fixed pay – comprises basic salary and pension related benefits, based on
basic salary for the financial year ending 31 March 2027 and other taxable
benefits taken from the table of total emoluments paid to directors for the
2026 financial year included in the Annual report on directors’ remuneration.
2. Annual bonus – based on basic salary for the year ending 31 March 2027.
3. Long-term awards – for target performance and maximum receivable, an initial
grant of 150% of basic salary for the year ending 31 March 2027 under the
performance share scheme is assumed, as this is the current policy set by
the Remuneration Committee, notwithstanding that the maximum permitted
under the scheme rules is 200%. Share price growth is shown only in the
maximum receivable with 50% share price appreciation column for shares
vesting under the performance share scheme only. Any dividend equivalents
that might accrue on share awards are not included.
Caledonia Investments plc Annual Report 2026
88Strategic report Governance Financial statements Other information
Annual report on directors’ remuneration
The following report sets out details and explanations of remuneration paid to directors over the
financial year ended 31 March 2026 and describes how Caledonia’s remuneration policy will be
implemented for the 2027 financial year.
Single total figure of remuneration for each director (audited)
Executive directors
The table below provides an analysis of total remuneration of each executive director for the financial
year ended 31 March 2026 and a comparison with the previous financial year.
M S D Masters R W Memmott J M B Cayzer-Colvin W P Wyatt
b
2026
£’000
2025
£’000
2026
£’000
2025
£’000
2026
£’000
2025
£’000
2026
£’000
2025
£’000
Fixed remuneration and benefits
Salary
a
525 492 452 437 415 401 N/A N/A
Taxable benefits
1
18 19 6 10 31 28 N/A N/A
Pension related benefits
a
70 66 59 58 54 53 N/A N/A
Total fixed remuneration 613 576 517 505 500 481 N/A N/A
Variable remuneration
Short-term incentives
2
336 270 289 240 259 210 N/A N/A
Long-term incentives
3
376 566 106 – 409 579 168 382
Other
4
2 – 2 – 1 – N/A N/A
Total variable remuneration 715 837 398 240 669 789 168 382
Total 1,327 1,413 915 745 1,169 1,271 168 382
Due to rounding, individual columns do not necessarily add up to the total.
a. Salary and pension related benefits figures are stated before any salary sacrifice by the executive in return for a corresponding
employer pension contribution.
b. Will Wyatt ceased to be an executive director on 27 July 2022. The figures relating to long-term incentives reflect certain
awards he retained from his employment. The fees he received as a non-executive director after that date are excluded from
the table above and are shown in the table of non-executive director fees on page 91.
1. Taxable benefits
Taxable benefits principally comprised private medical insurance cover, a small Christmas supplement paid to all Caledonia
employees and business-related expense reimbursements deemed to be taxable by HMRC. The taxable benefits for Mat Masters
and Jamie Cayzer-Colvin also included legacy cash allowances of £7,776 and £15,024 respectively in lieu of a company car.
In addition to taxable benefits, other non-taxable benefits were provided to executive directors, including death-in-service
insurance (4x salary), permanent health and income protection insurance, directors’ and officers’ liability insurance and certain
other benefits of minor value provided to all Caledonia employees.
2. Short-term incentives
Bonus metrics
For Mat Masters and Rob Memmott, a maximum of 50% of bonus was determined by reference to company performance and
50% by reference to individual performance objectives. For Jamie Cayzer-Colvin, who has specific responsibility for the Funds
pool, 25% of his bonus was determined by reference to the company’s performance, 25% to his pool’s performance, 35% to his
pool’s objectives and 15% to individual performance objectives.
Company performance
For the 2026 financial year, the company performance element was determined by reference to the relative performance
of the company’s NAVTR against inflation, which for bonus purposes was taken as 3%, or actual inflation if greater (weighted
33:67 on RPI:CPIH), with bonus payments for this element commencing with a 10% pay-out if the company’s NAVTR
matched inflation, increasing incrementally to the maximum entitlement payable if outperformance of 7% or more was
achieved. The company’s NAVTR was 5.4% over the year against an increase in inflation (for bonus purposes) of 3.6%,
giving a payment of 28% for this element.
Funds performance
Jamie Cayzer-Colvin’s pool performance was assessed by reference to the return achieved by the Funds pool over the year on
a constant currency basis, with payments commencing on achievement of a total return of 6%, rising to a maximum pay-out
against a total return of 13.5%. The Funds pool’s return over the year was 7.1% (4.9% on a Sterling basis), giving a payment of
22.4% for this element.
Individual performance objectives
The Committee assessed performance against the individual objectives which included the following:
Name Objective
M S D Masters • Leading the delivery and continued evolution of investor relations activities
• Continuing to support the evolution of the strategies for the Funds and Private Capital pools
• Evaluation of incentives in light of team and strategic changes
• Leading ongoing development of artificial intelligence use within the business
R W Memmott • Delivery and continued evolution of investor relations activities
• Ongoing implementation of improvements to management information
• Completing development and embedding of the revised risk management framework
• Implementation of cost control framework
J M B Cayzer-Colvin • Supporting succession planning and team development
The Committee decided to award the maximum bonus for individual performance for Mat Masters, RobMemmott and
Jamie Cayzer-Colvin.
Funds pool objectives
In assessing Jamie Cayzer-Colvin’s achievement of his pool objectives, the Committee took account of:
• Continued evolution of the strategy for the Funds pool
• Assessment of secondary market opportunities
• Engagement activities with general and limited partners
• Ongoing development of portfolio management processes and reporting
It was concluded that Jamie Cayzer-Colvin should be awarded a bonus of 35% of salary for attainment of pool objectives.
Directors’ remuneration report continued
Caledonia Investments plc Annual Report 2026
89Strategic report Governance Financial statements Other information
Total bonuses
The total bonuses awarded to the executive directors for the year were therefore determined as follows:
M S D Masters R W Memmott J M B Cayzer-Colvin
Award
%
Max
%
Award
%
Max
%
Award
%
Max
%
Performance
Company 14 50 14 50 7 25
Pool N/A N/A N/A N/A 5.5 25
Objectives
Pool N/A N/A N/A N/A 35 35
Individual 50 50 50 50 15 15
Total 64 100 64 100 62.5 100
In accordance with the company’s remuneration policy, the following amounts included in the short-term incentives row for
2026 will be compulsorily deferred via the deferred bonus plan for a period of three years in the form of nil-cost options:
M S D Masters R W Memmott J M B Cayzer-Colvin
2026
£’000
2025
£’000
2026
£’000
2025
£’000
2026
£’000
2025
£’000
Compulsorily deferred 74 25 63 22 52 10
Cash 263 246 226 219 207 200
Total 336 270 289 240 259 210
Due to rounding, individual columns do not necessarily add up to the total.
3. Long-term incentives
The long-term incentive awards for which performance measurement periods ended during the year were two-thirds of the awards
granted in 2021 under the performance share scheme and one-third of the awards granted under that scheme in 2023. All such awards
were nil-cost options. The performance measures and outturn following testing for the awards made to the executive directors were:
Year of
award
Performance
measure % of award
Performance
outturn % % vested
M S D Masters 2021 NAVTR
a
20 9.5 95
Capital portfolio TR
b
53.3 6.9 58
Income portfolio TR
c
26.7 5.1 62
2023 NAVTR
a
100 5.4 48
R W Memmott 2023 NAVTR
a
100 5.4 48
J M B Cayzer-Colvin 2021 NAVTR
a
40 9.5 95
Funds pool TR
d
60 11.1 71
2023 NAVTR
a
40 5.4 48
Funds pool TR
d
60 5.5 –
W P Wyatt 2021 NAVTR
a
100 9.5 95
a. Vesting on a graduated basis, commencing at 10% on achievement of an annualised NAVTR of 3%, rising incrementally to 100%
vesting on an annualised NAVTR of 10% over five years for the 2021 awards and over three years for the 2023 awards.
b. Vesting on a graduated basis, commencing at 10% on achievement of an annualised total return of 4%, rising incrementally to
100% vesting on achievement of an annualised total return of 11% over five years for the 2021 awards. The performance metric
excluded Polar Capital which, if included, decreased the outturn for the 2021 awards to 6.8%.
c. Vesting on a graduated basis, commencing at 10% on achievement of an annualised total return of 3.5%, rising incrementally
to 100% vesting on achievement of an annualised total return of 7% over three years.
d. Vesting on a graduated vesting basis, commencing at 10% on achievement of an annualised total return of 6%, rising
incrementally to 100% vesting on achievement of an annualised total return of 13.5% over five years for the 2021 awards and
over three years for the 2023 awards. The performance metric for the 2021 and 2023 awards was measured on a constant
currency basis (11.4% and 3.1% respectively on a Sterling basis).
The remaining two-thirds of the awards granted in 2021 will vest on 4 June 2026. The first one-third of the awards granted in 2023
will vest on 30 May 2026 and will be subject to a post-vesting holding period of two years. The values, as reflected in the 2026
long-term incentives row above, are calculated using the three-month average share price to 31 March 2026 of 353.65p, together
with the value of dividends that will have accrued on the shares at vesting. The overall value of the long-term incentives shown in
the table above are therefore analysed as follows:
Estimated value of long-term
incentive awards at vesting
£
Value of dividend
equivalents at vesting
£
Estimated total
at vesting
£
M S D Masters 335,748 40,684 376,432
R W Memmott 99,439 6,467 105,906
J M B Cayzer-Colvin 358,555 50,870 409,425
W P Wyatt 146,181 22,069 168,250
Due to rounding, individual rows do not necessarily add up to the total.
The estimated value attributable to share price appreciation since grant in 2021 and 2023, based on the three-month average
share price to 31 March 2026, for Mat Masters, Jamie Cayzer-Colvin and Will Wyatt was £27,287, £40,328 and £17,939
respectively. The estimated loss attributable to share price depreciation since grant in 2023, based on the three-month average
share price to 31 March 2026, for Rob Memmott was £1,364. No discretion was exercised by the Committee in respect of share
price appreciation or depreciation.
The Committee was satisfied that no windfall gains have arisen in connection with the vesting of the performance share scheme
awards granted in 2021 and 2023, taking into account the share price at the time of grant and progression in the share price over
the period relative to NAVTR and typical market returns.
The 2025 figures shown in the long-term incentives and total rows on page 89 have been restated to replace estimated values for
performance share scheme awards included in last year’s report. The estimated values, which included dividend equivalents, were
£577,831 for Mat Masters, £592,179 for Jamie Cayzer-Colvin and £391,335 for Will Wyatt. The restated figures, which reflect the
values on the vesting dates, are as follows:
Value of long-term incentive
awards at vesting
£
Value of dividend
equivalents at vesting
£
Total value at vesting
£
M S D Masters 499,794
a
66,465 566,259
J M B Cayzer-Colvin 508,672
b
70,499 579,172
W P Wyatt 335,062
c
47,323 382,385
The company undertook a 10:1 share sub-division on 25 July 2025. The number of shares under any unvested award as at that date
was adjusted (by a factor of 10) to reflect that share sub-division.
a. 2,888 shares granted in 2022 vested on 30 May 2025. The mid closing price was 3700p per share. 107,950 shares granted
in 2020 (10,795 before the 10:1 share sub-division) vested on 4 August 2025. The mid closing price was 364p per share.
b. 941 shares granted in 2022 vested on 30 May 2025. The mid closing price was 3700p per share. 130,180 shares granted
in 2020 (13,018 before the 10:1 share sub-division) vested on 4 August 2025. The mid closing price was 364p per share.
c. 92,050 shares granted in 2020 (9,205 before the 10:1 share sub-division) vested on 4 August 2025. The mid closing price
was 364p per share.
4. Other
Other comprised free and matching shares awarded under the Caledonia Investments Share Incentive Plan, an all-employee
tax-advantaged share scheme launched in 2025. Matching shares are awarded 1:1 for each partnership share purchased by each
employee and free shares are awarded to all employees subject to a statutory limit. Free and matching shares are subject to forfeiture
for three years following award under a continued service condition.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Caledonia Investments plc Annual Report 2026
90Strategic report Governance Financial statements Other information
Chair and non-executive directors
Fees and other remuneration paid to the Chair and the non-executive directors during the year ended
31 March 2026 and the previous year were as follows:
Fees Taxable expenses
5
Total
9
2026
£’000
2025
£’000
2026
£’000
2025
£’000
2026
£’000
2025
£’000
D C Stewart 165 165 – – 165 165
F A Buckley 59 51 –
6
– 59 51
Hon C W Cayzer
1
56 54 –
7
1 56 55
G B Davison 59 58 – – 59 58
M A Farlow 61 60 – – 61 60
C L Fitzalan Howard 53 51 – – 53 51
L R Fordham
2
25 59 – – 25 59
M G A McLintock
3
6 – – – 6 –
W P Wyatt
4
51 49 –
8
– 51 50
1. The Hon C W Cayzer received an additional fee of £5,000 per annum in respect of his services as a trustee of the Caledonia
Pension Scheme.
2. Lynn Fordham resigned as a director on 31 August 2025.
3. Michael McLintock was appointed as a director on 16 February 2026.
4. Will Wyatt became a non-executive director on 27 July 2022. This table reflects the fee received in respect of his non-executive
role. The figures relating to long-term incentives reflecting certain awards retained from his employment are shown in the
single total figure of remuneration table on page 89.
5. Taxable expenses include expense reimbursements relating to travel, accommodation and subsistence in connection with
board and committee attendance during the year, which are deemed by HMRC to be taxable in the UK. Amounts are the value
of the expense plus the grossed-up tax paid by the company. Non-taxable expense reimbursements have not been included
in the table.
6. Farah Buckley incurred taxable expenses during 2026 at a total cost, including tax, of £236.
7. The Hon C W Cayzer incurred taxable expenses during 2026 at a total cost, including tax, of £68.
8. Will Wyatt incurred taxable expenses during 2026 at a total cost, including tax, of £164.
9. Due to rounding, amounts stated do not necessarily add up to the total column.
The Chair and the non-executive directors did not receive any short-term incentives, long-term
incentives or pension related benefits.
Total pension entitlements (audited)
Defined contribution
Pension benefits paid to executive directors during the year, either as contributions to personal
pension arrangements or as cash supplements, were as follows:
Pension contribution Cash supplement Total
2026
£
2025
£
2026
£
2025
£
2026
£
2025
£
M S D Masters 8,252
a
6,758 61,514 58,846 69,766 65,604
R W Memmott – – 58,996 57,601 58,996 57,601
J M B Cayzer-Colvin – – 54,078 52,790 54,078 52,790
a. Mat Masters made personal pension contributions during the year via a salary sacrifice arrangement on the same terms as
provided to other Caledonia employees.
Defined benefit
On 26 April 2017, The Hon C W Cayzer reached his retirement age of 60 and now receives an annual
pension under the Caledonia Pension Scheme, a final salary defined benefit scheme.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Caledonia Investments plc Annual Report 2026
91Strategic report Governance Financial statements Other information
Scheme interests awarded during the financial year (audited)
The table below sets out the awards made to each executive director during the year under the performance share scheme, deferred bonus plan and share incentive plan.
Scheme Type of award Basis of award Date of grant
Face value
of award
£’000
Share price
at grant
1
Shares comprised
in award
number
2
Shares comprised in
award post adjustment
for share sub-division
3
Receivable
if minimum
performance
achieved
4
End of
performance/
retention
period
5
M S D Masters
Performance share scheme Nil-cost option 150% of salary 30.05.25 787 3650p 21,575 215,750 10% 31.03.30
Deferred bonus plan Compulsory award, nil-cost option % of bonus in excess of 50% of salary 30.05.25 25 3650p 673 6,730 100% 31.03.28
Share incentive plan Free shares All-employee award 27.06.25 1 3672p 19 190 100% 27.06.28
Matching shares 1:1 match to partnership shares –
6
2 –
6
–
6
408 100% –
Total scheme interests awarded 814 223,078
R W Memmott
Performance share scheme Nil-cost option 150% of salary 30.05.25 678 3650p 18,588 185,880 10% 31.03.30
Deferred bonus plan Compulsory award, nil-cost option % of bonus in excess of 50% of salary 30.05.25 22 3650p 599 5,990 100% 31.03.28
Share incentive plan Free shares All-employee award 27.06.25 1 3672p 19 190 100% 27.06.28
Matching shares 1:1 match to partnership shares –
6
2 –
6
–
6
408 100% –
Total scheme interests awarded 703 192,468
J M B Cayzer-Colvin
Performance share scheme Nil-cost option 150% of salary 30.05.25 622 3650p 17,038 170,380 10% 31.03.30
Deferred bonus plan Compulsory award, nil-cost option % of bonus in excess of 50% of salary 30.05.25 10 3650p 274 2,740 100% 31.03.28
Share incentive plan Free shares All-employee award 27.06.25 1 3672p 19 190 100% 27.06.28
Total scheme interests awarded 633 173,310
1. Performance share scheme and deferred bonus plan awards based on the mid-market closing price on the dealing day immediately preceding the grant date.
2. The number of shares comprised in the awards under the performance share scheme and the deferred bonus plan was determined by reference to the company’s share price at the time that the awards were made.
3. The number of shares comprised in each award have been adjusted to reflect the 10:1 share sub-division of the company’s shares on 25 July 2025.
4. The performance targets for awards under the performance share scheme are set out under the statement of directors’ share scheme interests on page 94. Compulsory awards under the deferred bonus plan and free and matching share awards
under the share incentive plan are subject to a continued service condition only.
5. One-third of the awards under the performance share scheme are subject to performance testing at 31 March 2028, followed by a two-year holding period, with the remaining two-thirds subject to performance testing at 31 March 2030. Free and
matching shares awarded under the share incentive plan are subject to forfeiture for three years following award.
6. Share incentive plan awards are allocated monthly and the highest share price for any allocation was 386p and the lowest was 327p.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Caledonia Investments plc Annual Report 2026
92Strategic report Governance Financial statements Other information
External directorships
The executive directors do not receive any fees for external directorships.
Payments to past executive directors (audited)
W P Wyatt
Will Wyatt retired as Caledonia’s Chief Executive and ceased employment with the Caledonia group
on 27 July 2022. He continues to serve on the board as a non-independent non-executive director.
Will exercised all of the vested 2020 performance share scheme award over 92,050 shares (9,205
before the 10:1 share sub-division) on 17 September 2025. As reported in last year’s annual report, the
award was subject to performance testing as at 31 March 2025 and vested in August 2025. The total
pre-tax value was £394,140, including dividend equivalents of £47,323.
Will’s pro rata entitlement to a performance share scheme award made in 2021 was subject to
performance testing on 31 March 2026, of which 41,335 shares will vest on 4 June 2026. As he
remains a director, the details are reported in the single total figure of remuneration table on page 89.
T J Livett
Tim Livett retired as Caledonia’s Chief Financial Officer and stepped down from the board
on 1September 2023. He ceased employment with the group on 31 October 2023.
Tim exercised all of the vested part of his 2022 performance share scheme award over 1,389 shares
on 4 June 2025, which was subject to performance testing as at 31 March 2025 and vested in June
2025. The total pre-tax value was £57,988, including dividend equivalents of £5,275.
Tim also exercised all of the vested 2020 performance share scheme award over 104,350 shares
(10,435 before the 10:1 share sub-division) on 6August 2025, which was subject to performance
testing as at 31 March 2025 and vested in August 2025. The total pre-tax value was £434,524,
including dividend equivalents of £53,646.
Tim’s pro rata entitlement to a performance share scheme award made in 2021 was subject
to performance testing on 31 March 2026, of which 61,741 shares will vest on 4 June 2026.
Payments for loss of office (audited)
There were no payments made for loss of office during the year.
Statement of directors’ shareholdings and scheme interests (audited)
Executive directors’ minimum shareholding guidelines
Executive directors’ minimum shareholding guidelines are set out on page 87. Mat Masters and Jamie
Cayzer-Colvin have attained the minimum guideline shareholding as at 31 March 2026. Rob Memmott,
who joined the company on 1 September 2023, has made progress towards achieving the guidelines.
The values of the relevant shareholdings of each executive director as at 31 March 2026, calculated
by reference to Caledonia’s closing share price on that date of 321p, and the percentage level
by which the value of the minimum guideline shareholding has been achieved were as follows:
Value of shareholding
1
£m
Attainment of guideline
%
M S D Masters 2.6 249
R W Memmott 0.2 23
J M B Cayzer-Colvin 8.3 1,327
1. Shareholdings include those of connected persons; the value, net of any exercise costs, income tax and National Insurance
contributions, of unexercised awards granted under the performance share scheme for which the performance targets have been
met; free and matching share awards subject to potential forfeiture granted under the share incentive plan; and bonuses
deferred compulsorily under the company’s deferred bonus plan net of income tax and National Insurance contributions.
Directors’ shareholdings
The interests of the directors who served during the year and their connected persons in the ordinary
share capital of the company as at 31 March 2026 were as follows:
Beneficial Non-beneficial
2026
number
2025
number
5
2026
number
2025
number
5
D C Stewart 69,440 69,440 – –
M S D Masters
1
744,792 671,450 – –
R W Memmott
1
29,532 28,520 – –
J M B Cayzer-Colvin
1, 2
2,509,881 2,442,350 2,013,400 2,037,540
F A Buckley 2,500 2,500 – –
Hon C W Cayzer
2
410,920 410,920 155,000 155,000
G B Davison 81,000 81,000 – –
M A Farlow 20,000 20,000 – –
C L Fitzalan Howard 20,000 20,000 – –
L R Fordham
3
13,300 13,300 – –
M G A McLintock
4
44,057 – – –
W P Wyatt
2
12,597,064 12,394,670 1,026,850 977,050
1. Mat Masters, Rob Memmott and Jamie Cayzer-Colvin’s beneficial interests include shares held under the share incentive plan.
2. Will Wyatt’s beneficial interests included 10,805,904 shares (2025: 10,669,910 shares, 1,066,991 before the 10:1 share
sub-division) held by The Dunchurch Lodge Stud Company and 101,350 shares (2025: 101,350 shares, 10,135 before the
10:1 share sub-division) held by Knossington Holdings Company, both private family companies controlled by Mr Wyatt
and certain of his connected persons, and 10,000 shares in which The Hon C W Cayzer had a non-beneficial interest
(2025: 10,000 shares, 1,000 before the 10:1 share sub-division). His non-beneficial interests included 145,000 shares
(2025: 145,000 shares. 14,500 before the 10:1 share sub-division) in which The Hon C W Cayzer also held a non-beneficial
interest. The Hon C W Cayzer’s beneficial interests included 52,000 shares (2025: 52,000 shares, 5,200 before the 10:1
share sub-division) in which Mr Wyatt and Mr Cayzer-Colvin had non-beneficial interests.
3. Lynn Fordham resigned as a director on 31 August 2025.
4. Michael McLintock was appointed as a director on 16 February 2026.
5. The 2025 figures have been adjusted to reflect the 10:1 share sub-division of the company’s shares on 25 July 2025.
There have been no changes in the directors’ interests shown above between 31 March 2026 and the
date of this report, other than for Mat Masters and Rob Memmott, who have each acquired 41 partnership
shares and been awarded 41 matching shares via the share incentive plan between these dates.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Caledonia Investments plc Annual Report 2026
93Strategic report Governance Financial statements Other information
Directors’ share scheme interests
The interests of directors as at 31 March 2026 in the share-based incentive schemes operated by the
company are set out in the following table. The share numbers and the share price at date of award reflect
the figures after adjusting for the 10:1 share sub-division of the company’s shares on 25 July 2025.
Share
price
at date of
award
Unvested
with
performance
conditions
1
Unvested
without
performance
conditions
2
Vested but
unexercised
3
Total
M S D Masters
Performance share scheme awards
Granted 04.06.21 (nil-cost) 310.3p – 62,020 – 62,020
Granted 30.05.22 (nil-cost) 374p 120,320 – – 120,320
Granted 30.05.23 (nil-cost) 344.5p 137,150 32,918 – 170,068
Granted 28.05.24 (nil-cost) 341p 216,200 – – 216,200
Granted 30.05.25 (nil-cost) 365p 215,750 – – 215,750
Performance share scheme total 689,420 94,938 – 784,358
Deferred bonus plan – compulsory awards
4
Granted 28.05.24 (nil-cost) 341p – 29,790 – 29,790
Granted 30.05.25 (nil-cost) 365p – 6,730 – 6,730
Deferred bonus plan total – 36,520 – 36,520
Share incentive plan awards
5
Granted 27.06.25 (free shares) 367.2p – 190 – 190
Granted in year (matching shares) – – 408 – 408
Share incentive plan awards total – 598 – 598
Total share scheme interests 689,420 132,056 – 821,476
During the year, Mat Masters exercised performance share scheme awards over a total of 136,830 shares
(13,683 before the 10:1 share sub-division) and deferred bonus plan awards over a total of 3,870 shares at
a pre-tax gain of £644,005 plus an additional sum of £83,783 in respect of dividend equivalents.
Share
price
at date of
award
Unvested
with
performance
conditions
1
Unvested
without
performance
conditions
2
Vested but
unexercised
3
Total
W P Wyatt
Performance share scheme awards
Granted 04.06.21 (nil-cost) 310.3p – 41,335 – 41,335
Performance share scheme total – 41,335 – 41,335
Total share scheme interests – 41,335 – 41,335
During the year, Will Wyatt exercised performance share scheme awards over a total of 92,050
shares (9,205 before the 10:1 share sub-division) at a pre-tax gain of £346,817 plus an additional
sum of £47,323 in respect of dividend equivalents.
Share
price
at date of
award
Unvested
with
performance
conditions
1
Unvested
without
performance
conditions
2
Vested but
unexercised
3
Total
R W Memmott
Performance share scheme awards
Granted 24.11.23 (nil-cost) 358.5p 117,150 28,118 – 145,268
Granted 28.05.24 (nil-cost) 341p 192,230 – – 192,230
Granted 30.05.25 (nil-cost) 365p 185,880 – – 185,880
Performance share scheme total 495,260 28,118 – 523,378
Deferred bonus plan – compulsory awards
4
Granted 30.05.25 (nil-cost) 365p – 5,990 – 5,990
Deferred bonus plan total – 5,990 – 5,990
Share incentive plan awards
5
Granted 27.06.25 (free shares) 367.2p – 190 – 190
Granted in year (matching shares) – – 408 – 408
Share incentive plan awards total – 598 – 598
Total share scheme interests 495,260 34,706 – 529,966
J M B
Cayzer-Colvin
Performance share scheme awards
Granted 04.08.20 (nil-cost) 264p – – 195,280 195,280
Granted 04.06.21 (nil-cost) 310.3p – 90,659 56,250 146,909
Granted 30.05.22 (nil-cost) 374p 97,990 – 9,410 107,400
Granted 30.05.23 (nil-cost) 344.5p 111,750 10,728 – 122,478
Granted 28.05.24 (nil-cost) 341p 176,170 – – 176,170
Granted 30.05.25 (nil-cost) 365p 170,380 – – 170,380
Performance share scheme total 556,290 101,387 260,940 918,617
Deferred bonus plan – compulsory awards
4
Granted 28.05.24 (nil-cost) 341p – 12,140 – 12,140
Granted 30.05.25 (nil-cost) 365p – 2,740 – 2,740
Deferred bonus plan total – 14,880 – 14,880
Share incentive plan awards
5
Granted 27.06.25 (free shares) 367.2p – 190 – 190
Share incentive plan awards total – 190 – 190
Total share scheme interests 556,290 116,457 260,940 933,687
During the year, Jamie Cayzer-Colvin exercised performance share scheme awards over 11,520
shares and deferred bonus plan awards over a total of 4,666 shares at a pre-tax gain of £600,905
plus an additional sum of £74,553 in respect of dividend equivalents.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Caledonia Investments plc Annual Report 2026
94Strategic report Governance Financial statements Other information
1. Performance conditions
Performance share scheme
Of the awards shown as unvested with performance conditions, for nil-cost options granted to Mat Masters on 30 May 2022 and
30 May 2023, to Rob Memmott on 24 November 2023, to Mat Masters and Rob Memmott on 28 May 2024 and to Mat Masters
and Rob Memmott on 30 May 2025, shares will vest on a graduated basis, with vesting commencing at 10% if the company
achieves an annualised NAVTR of 3%, rising incrementally to 100% vesting on achievement of an annualised NAVTR of 10%.
For Jamie Cayzer-Colvin, who is Head of the Funds pool, 60% of his performance share scheme awards granted on these dates
will be measured against the annualised total returns achieved by the Funds pool. Awards will similarly vest on a graduated basis,
with vesting commencing at 10% on achievement of an annualised Funds pool total return of 6%, rising incrementally to 100%
vesting on achievement of an annualised total return of 13.5%. The remaining 40% of Jamie Cayzer-Colvin’s performance share
scheme awards for these grants will be measured against Caledonia’s NAVTR as above.
The relevant performance conditions will be tested over three years for one-third of the shares comprised in an award and over
five years for the remaining two-thirds of the shares comprised in an award.
The nil-cost options granted on 4 June 2021, shown as unvested without performance conditions, were performance-tested
against their relevant target as at 31 March 2026 and achieved a vesting level of 95% for those measured against Caledonia’s
NAVTR. The awards will vest on 4 June 2026.
Mat Masters was previously Head of the Capital portfolio before taking on broader responsibility for the Income portfolio from 2019
until his appointment as Chief Executive Officer. For the nil-cost options granted on 4 June 2021, 53.3% was measured by reference
to the annualised total return achieved by the Capital portfolio, with awards vesting on a graduated basis, commencing at 10% on
achievement of an annualised total return of 4%, rising incrementally to 100% vesting on achievement of an annualised total return
of 11%. 26.7% was measured by reference to the annualised total return achieved by the Income portfolio over the performance
measurement period, with graduated vesting commencing at 10% on achievement of an annualised total return of 3.5%, rising
incrementally to 100% vesting on achievement of an annualised total return of 7%. The remaining 20% of the performance share
scheme awards for these grants was measured against Caledonia’s NAVTR as above. The proportion of Mat Masters’ nil-cost
options awarded at that date measured against the Capital and Income portfolios achieved vesting levels of 58% and 62%
respectively.
Jamie Cayzer-Colvin’s nil-cost options awarded on 4 June 2021 measured against the Funds pool’s return achieved a 71% vesting level.
Other exercise conditions
2. Performance share scheme
Nil-cost options that vest following the three- or five-year performance testing become immediately exercisable on the third or fifth
anniversary of grant, as applicable.
3. Vested but unexercised
Shares vested but unexercised represent those awards that are immediately exercisable without any conditions.
4. Deferred bonus plan
Compulsory awards under the deferred bonus plan normally vest if the director remains an employee of the group for a three-year
period commencing on the first day of the financial year in which the award is made.
5. Share incentive plan
Matching shares allocated under the share incentive plan are allocated monthly and the highest share price for any allocation
during the year was 386p and the lowest was 327p. Free and matching share awards are subject to forfeiture if employment
terminates under certain circumstances within three years of award.
Performance graph of total shareholder return and table of Chief Executive Officer’s
total remuneration
The graph below shows the company’s total shareholder return (‘TSR’) against that of the FTSE
All-Share Total Return index for the 10 financial years ended on 31 March 2026. TSR has been
calculated assuming that all dividends are reinvested on their ex-dividend dates. The FTSE All-Share
Total Return index has been chosen as it is the benchmark by which the company measures its
delivery of value over the longer term.
TSR growth over 10 years
50
100
150
200
250
Caledonia TSR FTSE All-Share TR
2026
20242022202020182016
The table below shows the total remuneration received by the Chief Executive Officer in each of the
10 financial years to 31 March 2026, prepared on the same basis as in the single total figure in the
table on page 89, and the percentage of the maximum potential short- and long-term incentives
received in those years.
Years ended 31 March
Total
remuneration
£’000
Incentives vested
as a percentage of maximum
Chief Executive Officer
Short-term
%
Long-term
%
2017 W P Wyatt 1,799 100.0 85.0
2018 W P Wyatt 1,795 40.0 84.7
2019 W P Wyatt 1,864 90.7 94.7
2020 W P Wyatt 805 – 20.9
2021 W P Wyatt 1,896 85.0 87.9
2022 W P Wyatt 2,326 100.0 100.0
2023 W P Wyatt
1
1,154 – 100.0
2023 M S D Masters
1
1,250 45.0 100.0
2024 M S D Masters 1,376 71.5 96.4
2025 M S D Masters 1,413
2
55.0 81.4
2026 M S D Masters 1,327 64.0 58.6
1. Mat Masters succeeded Will Wyatt as Chief Executive Officer on 27 July 2022.
2. Restated from last year’s single total figure table to reflect the company’s share price on the vesting date of the 2020 and 2022
performance share scheme awards.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Caledonia Investments plc Annual Report 2026
95Strategic report Governance Financial statements Other information
Percentage change in remuneration of the directors
The following table shows the percentage change in the basic salary/fees, value of taxable benefits and short-term incentives paid to directors in the year against the prior financial year, compared
with the average percentage changes in those components of pay of Caledonia’s other employees, excluding directors, on a per capita basis.
Standard salary increases awarded from 1 April 2025 were 3.5%. The per capita percentage increase in basic salary for employees shown in the table is higher than this due to the effect of non-standard increases
awarded for promotions, increased responsibilities or other such adjustments. The average per capita percentage change for employee taxable benefits increased over the year principally due to changes
in benefit cover for certain employees under the company’s private medical insurance plan and small variances in employee benefits including taxable expenses. The average per capita percentage change
for employee bonus increased over the year due to higher bonus awards being made. Mat Masters and Rob Memmott were awarded bonuses of 64% and Jamie Cayzer-Colvin was awarded a bonus of
62.5% of salary, compared with 55% and 52.5% respectively in the previous financial year. Certain members of Caledonia’s staff were awarded bonuses of varying levels in each year depending on company
performance, investment pool performance (where relevant) and individual performance. Increases in non-executive fees include any changes to responsibilities made during the year.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
2026 2025 2024 2023 2022
Basic salary/
fees
%
Benefits
%
Bonus
%
Basic salary/
fees
%
Benefits
%
Bonus
%
Basic salary/
fees
%
Benefits
%
Bonus
%
Basic salary/
fees
%
Benefits
%
Bonus
%
Basic salary/
fees
%
Benefits
%
Bonus
%
Executive directors
M S D Masters
1
6.8 (5.7) 24.3 4.0 (23.9) (20.0) 5.0 45.6 66.8 N/A N/A N/A N/A N/A N/A
W P Wyatt
2
N/A N/A N/A N/A N/A N/A N/A N/A N/A (6 7.5) (70.7) (100) N/A (4.1) 17.7
R W Memmott
3
3.5 (42.7) 20.4 4.0 60.4 (20.0) N/A N/A N/A N/A N/A N/A N/A N/A N/A
J M B Cayzer-Colvin 3.5 11.3 23.2 4.0 (4.6) (10.1) 5.1 5.1 33.0 5.0 15.6 (49.6) 1.5 8.9 12.8
Chair and non-executive directors
D C Stewart – – N/A – (100) N/A – 100 N/A 10.0 – N/A – – N/A
F A Buckley 14.8 53.3 N/A 3.6 (17.8) N/A 4.8 100 N/A N/A N/A N/A N/A N/A N/A
Hon C W Cayzer 2.8 (92.5) N/A 3.4 100 N/A 4.5 – N/A 11.4 – N/A – – N/A
G B Davison 2.6 – N/A 3.1 – N/A 4.2 – N/A 13.1 – N/A – (100) N/A
M A Farlow 2.5 – N/A 3.0 – N/A 6.0 – N/A N/A – N/A – – N/A
C L Fitzalan Howard 2.9 – N/A 3.6 – N/A 4.8 – N/A 13.3 – N/A – – N/A
L R Fordham
4
2.5 – N/A 3.1 – N/A 8.9 (100) N/A 10.7 100 N/A N/A – N/A
M G A McLintock
5
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
W P Wyatt
2
3.1 (67.1) N/A 3.7 (84.5) N/A 5.0 100 N/A N/A N/A N/A N/A N/A N/A
Staff per capita
(excluding directors) 5.5 38.1 31.3 7.5 (1.4) (2.0) 10.1 4.7 98.8 10.2 17.5 (43.2) 4.0 7.5 22.9
1. Mat Masters was appointed to the board on 1 April 2022, succeeding Will Wyatt as Chief Executive Officer on 27 July 2022.
2. Will Wyatt served as Chief Executive until 27 July 2022 and has served as a non-executive director since 27 July 2022.
3. Rob Memmott was appointed to the board on 1 September 2023.
4. Lynn Fordham resigned from the board on 31 August 2026.
5. Michael McLintock was appointed during the year and therefore has no prior year comparison.
Caledonia Investments plc Annual Report 2026
96Strategic report Governance Financial statements Other information
Pay ratio information in relation to the total remuneration of the Chief Executive Officer
With fewer than 250 UK employees, Caledonia is not required to disclose Chief Executive Officer to employee pay ratios under The Companies (Miscellaneous Reporting) Regulations 2018. However,
as recommended by the Investment Association, the Committee has decided voluntarily to publish the information below. The ratios compare the total remuneration of the Chief Executive Officer, as set out
on page 89, against the lower quartile, median and upper quartile total remuneration of the company’s employees as at 31 March 2026. This disclosure will build up over time to cover a rolling 10-year period.
A significant proportion of the Chief Executive Officer’s total earnings potential is comprised of share-based incentives, which are linked to Caledonia’s performance and share price movement over the longer
term. This will inevitably lead to an element of volatility in the year-on-year total remuneration of the Chief Executive Officer and consequently variations in the ratios, as some employees do not participate
in the long-term incentive scheme or participate at lower levels. As the majority of awards under the scheme vest over five years, participants will only build up equivalent annual vesting to the Chief Executive
Officer over this period of time, which may further distort the comparison.
In order to provide further context, the table includes ratios based on basic salary only to demonstrate over time that the underlying pay structures do not show a divergent trend between the Chief Executive
Officer’s pay and that of employees generally and also that employees are paid fairly.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Year Methodology
Pay ratios
Basis
Remuneration values
P25
(lower quartile)
P50
(median)
P75
(upper quartile) Chief Executive Officer
P25
(lower quartile)
P50
(median)
P75
(upper quartile)
2020 Option A 14:1 9:1 4:1 Total remuneration (£’000) 814 57 94 217
Salary only 12:1 7:1 4:1 Salary only (£’000) 540 46 73 144
2021 Option A 30:1 15:1 6:1 Total remuneration (£’000) 1,828 61 122 329
Salary only 12:1 7:1 4:1 Salary only (£’000) 540 46 78 138
2022 Option A 42:1 19:1 6:1 Total remuneration (£’000) 2,294 54 122 392
Salary only 12:1 7:1 4:1 Salary only (£’000) 540 45 76 138
2023 Option A 20:1 14:1 6:1 Total remuneration (£’000) 1,268 63 91 227
Salary only 9:1 6:1 3:1 Salary only (£’000) 450 50 70 135
2024 Option A 20:1 13:1 5:1 Total remuneration (£’000) 1,351 68 106 268
Salary only 9:1 6:1 3:1 Salary only (£’000) 473 51 77 143
2025 Option A 20:1 13:1 6:1 Total remuneration (£’000) 1,424 70 114 256
Salary only 9:1 6:1 3:1 Salary only (£’000) 492 56 83 150
2026 Option A 18:1 11:1 5:1 Total remuneration (£’000) 1,327 73 117 289
Salary only 9:1 6:1 3:1 Salary only (£’000) 525 56 86 155
1. The employees at the lower, median and upper quartiles were determined as at 31 March in the relevant year.
2. ‘Option A’ methodology, as set out in The Companies (Miscellaneous Reporting) Regulations 2018, which requires determination of the total full-time equivalent earnings of all UK employees for the relevant financial year, has been used as this is considered the
most statistically accurate under the reporting regulations.
3. To determine full-time equivalent earnings, joiners during the year are assumed to have worked for the full year with salary, benefits and bonus pro rata accordingly. Reduced hours employees similarly have been assumed to have worked on a full-time basis.
No adjustments have been made to the value of share-based incentives that vested during the year for relevant employees, other than that awards held by reduced hours employees have been recalculated to reflect the number of shares that would have been
granted based on the full-time equivalent salary of the participant at the time of grant. Free and/or matching shares under the share incentive plan are not included.
Caledonia Investments plc Annual Report 2026
97Strategic report Governance Financial statements Other information
Relative importance of spend on pay
The graph below shows the personnel expenses for the year of group companies consolidated under
IFRS 10, compared with amounts distributed to Caledonia’s shareholders by way of dividends and
share purchases.
0
20
40
60
80
100
120
Dividends/share purchasesPersonnel expenses
£19.8m
-8.8%
2026 2025
£m
£21.7m
£90.3m
£105.1m
-14.1%
Statement of implementation of remuneration policy in the 2027 financial year
If approved by shareholders at the annual general meeting on 15 July 2026, the company expects to
operate the remuneration policy as described on pages 82 to 88 without any changes in the financial
year ending 31 March 2027.
Basic salaries of executive directors
For the 2027 financial year, the Committee has awarded an increase in basic salary of 3% to Mat
Masters, Rob Memmott and Jamie Cayzer-Colvin, broadly in line with inflation, which was the same
standard increase given to the rest of the company’s employees.
The executive directors’ salaries for the 2027 financial year are as follows:
Salary for year to 31 March
2027
£
2026
£
M S D Masters 540,800 525,000
R W Memmott 465,900 452,300
J M B Cayzer-Colvin 427,100 414,600
Chair’s and non-executive directors’ fees
The non-executive director basic fee has been increased by 3% and, with effect from the annual
general meeting, the Chair fee will increase by 6%. No changes have been made to the fees paid for
chairing and membership of the Audit and Risk and Remuneration Committees or to the fee paid to
the Senior Independent Director.
The fees are as follows:
Fees for year to 31 March
2027
£
2026
£
Chair 175,000
1
165,000
Non-executive director basic fee 52,000 50,500
Chair of the Audit and Risk Committee 10,000 10,000
Member of the Audit and Risk Committee 2,500 2,500
Chair of the Remuneration Committee 8,000 8,000
Member of the Remuneration Committee 2,000 2,000
Senior Independent Director/Chair of the Governance Committee 6,000 6,000
1. The fee paid to David Stewart, the current Chair, has been unchanged since 2022 and will remain at £165,000 until the end
of his tenure.
No additional fees are paid for membership of the Governance and Nomination Committees.
Annual bonus scheme and long-term incentive schemes
RPI was previously used as a reference point for inflation in the overall bonus calculation. Whilst RPI
is still published by the Office for National Statistics, it is recognised that CPIH is now the leading
and preferred indicator of inflation in the UK. Since 2023, Caledonia has used CPIH in place of RPI
as the measure for UK inflation. However, given the differential between the two inflation rates,
the Committee has implemented a phased transition from RPI to CPIH as the inflation benchmark
for bonus purposes over the course of the three-year remuneration policy period. The inflation
benchmark was weighted 67:33 on RPI:CPIH for the 2024 financial year, 50:50 for 2025, 33:67
for 2026 and will be 100% on CPIH for the 2027 financial year.
No other changes to the performance metrics or award opportunities for the company’s annual bonus
or long-term incentive schemes are anticipated for the 2027 financial year.
Approach
The Committee will keep the implementation of the remuneration policy under review in order to take
account of any changes in the company’s business environment and remuneration practice generally,
but with the overall aim of ensuring that Caledonia’s remuneration arrangements continue to support
the company’s strategy and deliver long-term shareholder value by attracting and retaining talent and
rewarding executives appropriately in the light of the company’s performance.
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Caledonia Investments plc Annual Report 2026
98Strategic report Governance Financial statements Other information
Consideration by the directors of matters relating to directors’ remuneration
The current members of the Committee are Anne Farlow (Chair), Farah Buckley, Claire Fitzalan
Howard and David Stewart.
During the year, the Committee received advice from Freshfields LLP, the company’s principal legal
advisers, which covered matters including the preparation of the Directors’ remuneration report and
share plans. Ellason LLP, appointed by the Committee following a formal tender process completed
in 2022, provides remuneration advice. The Committee is satisfied that advice received was objective
and independent. Ellason has no connection with individual directors and is a member of the
Remuneration Consultants Group (the professional body for remuneration consultants) and adheres
to its code of conduct. The fees for Ellason for work relating to the Committee for 2026 were £45,480
(2025: £26,175). Fees incurred are charged on the basis of each firm’s standard terms of business.
Ellason did not provide any other services to the company. The Committee assesses the performance
of its advisers, the associated level of fees and reviews the quality of advice provided to ensure that it
is objective and independent of any support provided to management.
The Committee also consulted with the Chief Executive Officer in relation to the remuneration of the
executive directors and other senior executives and internal support was provided to the Committee
by the Company Secretary. No executive participates in discussions in respect of their own
remuneration. Given the composition of the Committee and this requirement, we are comfortable
that no conflicts arose in respect of decision-making by the Committee.
Statement of voting at general meetings
At the annual general meeting of the company held on 16 July 2025, the votes lodged for the
resolutions relating to directors’ remuneration were as follows:
To approve the 2025 Directors’ remuneration report
(other than the directors’ remuneration policy)
Number %
Votes in favour 34,429,475 99.0
Votes against 346,043 1.0
Total votes cast 34,775,518
Votes withheld 32,652
The votes lodged for the most recently approved remuneration policy, being at the annual general
meeting held on 19 July 2023 were as follows:
To approve the remuneration policy
Number %
Votes in favour 35,087,565 98.8
Votes against 412,670 1.2
Total votes cast 35,609,903
Votes withheld 109,668
This report was approved by the board on 18 May 2026 and signed on its behalf by:
Anne Farlow
Chair of the Remuneration Committee
18 May 2026
Directors’ remuneration report continued
Annual report on directors’ remuneration continued
Caledonia Investments plc Annual Report 2026
99Strategic report Governance Financial statements Other information
The Directors’ report for the year ended 31 March 2026 has been prepared in accordance with the
disclosure requirements of the following:
• Companies Act 2006
• The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
(as amended)
• Financial Conduct Authority’s Listing Rules (‘LRs’) and Disclosure Guidance and Transparency
Rules (‘DTRs’)
The Directors’ report, together with the Strategic report on pages 1 to 61, represents the management
report for the purpose of compliance with DTR 4.1.5R(2).
Information included elsewhere
The following information required to be included in the Directors’ report has been included
elsewhere and is incorporated by reference:
Disclosure Section of annual report Page(s)
Information on exposure to liquidity risk
1
Risk management 60
Likely future developments in the business
1
Risk management 59 to 60
Engagement with suppliers, customers and others
1
Stakeholder engagement 18 to 21
Greenhouse gas emissions, energy consumption
and energy efficiency action
1
Sustainability
47
Disclosure of information to auditors Responsibility statements 104
Financial risk management objectives and policies Note 23 132 to 138
1. In accordance with section 414C (11) of the Companies Act 2006.
Shares
Share sub-division
At the 2025 annual general meeting, shareholders approved a 10:1 share sub-division, reducing
the nominal value of ordinary shares of 5p each to 0.5p. The share sub-division was implemented
on 25 July 2025.
Share capital structure
The company has two classes of share capital, ordinary shares of 0.5p each and deferred ordinary
shares of 5p each.
The holders of the ordinary shares of 0.5p each are entitled to receive dividends as declared from time
to time and are entitled to one vote per share at meetings of the company. All voting rights are, however,
suspended in respect of any of the company’s shares that are held in treasury or by group companies.
The deferred ordinary shares of 5p each carry no voting rights and are not redeemable. They carry
the right to a fixed cumulative preference dividend of 1% per annum of the nominal value of a deferred
ordinary share, being 0.05p per share, or £4,000 in aggregate, for all such shares currently in issue.
The company is required to pay the dividend to the extent that it has distributable profits. On a
winding-up or other return of capital, the deferred ordinary shares carry the right to the payment of
the amount paid up on the shares only after holders of the ordinary shares have received the sum of
£100,000 in respect of each ordinary share. All of the deferred ordinary shares are held by Sterling
Industries Limited, a wholly-owned subsidiary of Caledonia.
At 31 March 2026, 519,361,469 ordinary shares of 0.5p each and 8,000,000 deferred ordinary shares
of 5p each were in issue. The ordinary shares of 0.5p each therefore represented approximately 87%
and the deferred ordinary shares of 5p each approximately 13% of the total issued share capital by
nominal value. Of the ordinary shares of 0.5p each in issue at 31 March 2026, 30,000 shares were
held by a group company. As stated above, all voting rights are suspended on these shares.
During the year the company purchased 247,372 of its ordinary shares of 5p each prior to the share
sub-division and a further 6,991,791 of its ordinary shares of 0.5p each following the share sub-division
at a combined total cost of £34.57m. These shares had a nominal value of £47,328, represented 1.82%
of the issued ordinary share capital as at 31 March 2026 and were immediately cancelled. These
shares were purchased to take advantage of the wide discount of the company’s share price to its net
asset value. Since the year end a further 3,722,824 ordinary shares of 0.5p each have been purchased
and cancelled at a total cost of £13.32m. The company’s issued share capital after these transactions,
as at 18 May 2026, being the last practicable date prior to signature of these accounts, was
515,638,645 ordinary shares of 0.5p each and 8,000,000 deferred ordinary shares of 5p each.
Dividends
Dividend policy
The company’s policy is to pay an increasing annual dividend per share in real terms, which it has
now done for 59 consecutive years. In addition, the company may supplement the annual dividend
with special dividends when the board considers it appropriate, for example if the company has
surplus cash reserves in excess of its strategic investment plans.
The board historically aimed for the annual dividend to be fully covered by net revenue for the
relevant financial year in a period of normal trading but modified this approach in 2023 to reduce
the strategic level of net revenue cover from fully covered to around 0.5x and also to factor in net
cash inflow from the maturing funds portfolio. The expectation is that this will provide an aggregate
cash flow cover for the dividend of at least 1x over the medium term. The company has available
distributable reserves of £2,549m, broadly equivalent to 64 years’ payment of the current annual
dividend to maintain an increasing annual dividend per share in real terms.
During the year, the board amended the company’s dividend policy by increasing the interim dividend
to 50% of the prior year’s total annual dividend. As reported in the 2025 annual report, the change
was intended to ensure a more balanced dividend profile and provide a more predictable income
stream to shareholders.
Directors’ report
Caledonia Investments plc Annual Report 2026
100Strategic report Governance Financial statements Other information
2026 dividend distributions.
An interim dividend of 3.68p per share (2025: 1.969p
1
) was paid on 8 January 2026 and the board
has recommended a final dividend of 4.004p per share (2025: 5.931p
1
), giving total annual dividends
for the year of 7.684p per share (2025: 7.36p
1
).
1. Dividends paid in respect of the financial year ended 31 March 2025 were declared and paid on a pre-share sub-division basis.
Following the 10:1 share sub-division, the interim and final dividends of 19.69p per share and 59.31p per share respectively for
the prior year have been restated to 1.969p and 5.931p per share for the purposes of comparability.
Restrictions on the transfer of shares
There are no specific restrictions on the transfer of the company’s shares, although the articles of
association contain provisions whereby the board may refuse to register a transfer of a certificated
share which is not fully paid, provided that such refusal does not prevent dealings in the share from
taking place on an open and proper basis. The board may also refuse to register the transfer of a
certificated share unless it is (a) lodged, duly stamped (if stampable), at the registered office or at
such other place as the board may appoint, accompanied by the certificate for the shares to which
it relates and such other evidence as the board may reasonably require to show the right of the
transferor to make the transfer; (b) in respect of only one class of shares; and (c) in favour of not
more than four transferees.
The directors may refuse to register a transfer of shares if a shareholder has not supplied information
to the company in default of a request duly served under section 793 of the Companies Act 2006
and such shares represent at least 0.25% of the class of shares concerned.
Substantial interests
As at 31 March 2026, the company had received formal notifications of the following holdings in its
ordinary shares in accordance with the requirements of the DTRs:
Number of voting rights Percentage of voting rights
The Cayzer Trust Company Limited 193,412,640 37.003%
1
1. Percentage holding based on total voting rights at 13 November 2025. The percentage holding based on the company’s total
voting rights as at 18 May 2026, being the last practicable date prior to signature of these accounts, was 193,412,640 (37.5%).
Employee Share Trust
The Caledonia Investments plc Employee Share Trust (the ‘EST’) and The Caledonia 2024 Employee
Benefit Trust (the ‘2024 EBT’) acquire and hold ordinary shares in the company for subsequent
transfer to employees exercising options under the company’s performance share scheme or
deferred bonus plan. The voting rights of shares held by the EST and the 2024 EBT are exercisable
by the independent trustee however, in practice, these are not voted. Each trust is financed by an
interest free loan facility from Caledonia and the trustee has waived all dividends payable in respect
of the ordinary shares held by the trusts.
During the year, the company also established the Caledonia Investments Share Incentive Plan
Trust (the ‘SIP Trust’) in connection with the company’s Share Incentive Plan (‘SIP’). The SIP Trust
is administered by an independent trustee in the UK and purchases and holds Caledonia shares on
behalf of participating employees, including partnership shares, matching shares, free shares and
dividend shares. Employee contributions fund the purchase of partnership shares whilst matching
shares and free shares are funded by an interest-free loan. As at 31 March 2026, the holdings of the
Employee Share Trusts were as follows:
Number of ordinary shares
of 0.5p
Percentage of the total
issued voting share capital
The EST 1,079,820 0.21%
The 2024 EBT 383,237 0.07%
The SIP Trust 74,662 0.01%
Restrictions on voting rights
The directors may direct that a shareholder shall not be entitled to attend and vote either personally
or by proxy or exercise any other right conferred by membership in relation to general meetings of
the company in respect of some or all of the shares held by them if they or any person with an interest
in such shares has been duly served with a notice under section 793 of the Companies Act 2006 and
is in default for the prescribed period in supplying to the company the information required or, in
purported compliance with such a notice, has made a statement which is false or inadequate in a
material particular.
Agreements which may restrict the transfer of shares or exercise of voting rights
The company is not aware of any arrangements which may restrict the transfer of any of its shares
or the exercise of any voting rights.
Authority to allot shares
At the annual general meeting of the company held on 16 July 2025 (the ‘2025 AGM’), shareholders
granted to the directors authority to allot ordinary shares up to a nominal amount of £1,754,510,
representing approximately two-thirds of the ordinary share capital then in issue, with authority to
allot additional ordinary shares up to a nominal value of £877,255, representing approximately a
further one-third of the ordinary share capital then in issue, by way of pre-emptive rights issues only,
in accordance with guidance issued at that time by the Investment Association. The directors were
further authorised to issue ordinary shares up to a nominal amount of £131,588 other than pro rata
to existing ordinary shareholders. These authorities last until 16 October 2026 or, if earlier, the
conclusion of the next annual general meeting.
Directors’ report continued
Caledonia Investments plc Annual Report 2026
101Strategic report Governance Financial statements Other information
Authority to purchase shares
At the 2025 AGM, shareholders granted authority for the company to make market purchases of up
to 2,631,766 of its own ordinary shares of 5p each (26,317,663 ordinary shares of 0.5p each following
shareholder approval and the subsequent implementation of the share sub-division), being
approximately 5% of the ordinary share capital then in issue, at a price not more than the higher of
(a) 5% above the average of the middle market quotations for ordinary shares during the five business
days preceding any such purchase; and (b) the higher of (i) the price of the last independent trade
in ordinary shares; and (ii) the highest current independent bid relating thereto on the trading venue
where the purchase is carried out, nor less than 5p (reduced to 0.5p following the share sub-division
becoming effective), being the nominal value of an ordinary share at the time of repurchase.
The company has subsequently utilised the authority to purchase the company’s shares granted
at the 2025 AGM and will continue to utilise the authority (or, if approved, the replacement authority
to be sought at the 2026 annual general meeting) when it considers it is in the company’s and
shareholders’ best interests to do so and will result in an increase in net asset value per ordinary
share. In considering whether to exercise the authority, the board will continue to take into account
the liquidity of the company’s shares, its ongoing investment strategy and the level of any discount at
which the ordinary shares are trading in the market relative to the net asset value per ordinary share.
Change of control rights
There are no special change of control rights in relation to the company’s shares.
Awards granted under the company’s performance share scheme and its deferred bonus plan
may become exercisable or vest as a result of a change of control, although the number of shares
comprised in those awards may be reduced. Shares acquired by or awarded to participants of the
company’s SIP will be treated in accordance with the plan rules, under which participants may
instruct the SIP trustee on the action to be taken in respect of their SIP shares. The service contracts
of certain directors and other senior executives also contain provisions whereby a liquidated sum
is payable by the company in the event of termination within one year following a change of control.
Further details of these change of control rights applicable to directors are set out in the Directors’
remuneration report.
The company is party to a revolving credit agreement that gives the lenders the right to require
early repayment of outstanding loans and cancellation of its available commitments upon a change
of control of the company occurring. At the date of this report, change of control provisions were
included in the revolving facility agreement dated 5 August 2024 between the company and each of
Industrial and Commercial Bank of China Limited London Branch, BNP Paribas S.A., London Branch,
The Royal Bank of Scotland International Limited, London branch and NatWest Markets Plc. The
company is not aware of any other agreements with change of control provisions that are significant
in terms of their potential impact to the business.
Directors
The directors of the company are shown on pages 64 and 65. All of the directors served throughout
the year, other than Michael McLintock, who was appointed on 16 February 2026. Lynn Fordham also
served as a director for part of the year until 31 August 2025.
Directors’ indemnity
Each of the directors has the benefit, under the company’s articles of association, of an indemnity,
to the extent permitted by the Companies Act 2006, against any liability incurred by them for
negligence, default, breach of duty or breach of trust in relation to the affairs of the company.
Appointment and removal of directors
The appointment and removal of directors is governed by the company’s articles of association and
prevailing company law.
The articles of association provide that at every annual general meeting one-third of the directors, or if
not a multiple of three, the number nearest to one-third, shall retire by rotation and therefore be required
to seek re-election by shareholders. New directors may be appointed by the board, but are subject to
election by shareholders at the next annual general meeting of the company following their appointment.
However, to comply with the provisions of the UK Corporate Governance Code (the ‘Code’), the
company requires that all directors should be subject to annual election by shareholders. Shareholders
may also appoint new directors by ordinary resolution. The articles of association limit the number
of directors to not less than three and not more than 12, unless the shareholders resolve otherwise.
In accordance with the LRs, the election of those directors determined by the board to be
independent under the Code must be subject to the approval of both all shareholders of the company
and separately those shareholders who are not controlling shareholders, being the Cayzer family
concert party.
Political donations
The company made no political donations and incurred no political expenditure during the year.
Research and development
The company does not engage in research and development.
Overseas branches
The company does not have any overseas branches.
Investment trust status
Caledonia has been accepted as an approved investment trust by HM Revenue & Customs, subject
to continuing to meet eligibility conditions. The directors are of the opinion that the company
has conducted its affairs in a manner which will satisfy the conditions for continued approval as an
investment trust under section 1158 of the Corporation Tax Act 2010.
Directors’ report continued
Caledonia Investments plc Annual Report 2026
102Strategic report Governance Financial statements Other information
Registered office and number
The registered office of the company is at: Cayzer House, 30 Buckingham Gate, London SW1E 6NN.
The company is registered in England under number 235481.
Post balance sheet events
There are no post balance sheet events.
The Directors’ report was approved by the board on 18 May 2026 and signed on its behalf by:
Richard Webster
Company Secretary
Cross references to information required to be disclosed by Listing Rule 6.6.1 R
To comply with Listing Rule 6.6.4 R, the following table provides references to where relevant
information required to be disclosed under Listing Rule 6.6.1 R can be found.
Listing Rule Required information Location
6.6.1 R (11) Details of any arrangement under which a
shareholder has waived or agreed to waive
any dividends.
Directors’ report – page 101. Waiver of all
dividends by the trustee of The Caledonia
Investments plc Employee Share Trust and
The Caledonia 2024 Employee Benefit Trust.
6.6.1 R (12) Where a shareholder has agreed to waive
future dividends, details of such waiver
together with those relating to dividends which
are payable during the period under review.
As above.
6.6.1 R (13)(a) A statement made by the board that the
company continues to comply with the
requirement in LR 6.2.3R.
Corporate governance report – page 70.
Relations with controlling shareholders.
Directors’ report continued
Caledonia Investments plc Annual Report 2026
103Strategic report Governance Financial statements Other information
Directors’ responsibilities
The directors are responsible for preparing the annual report and financial statements in accordance
with UK adopted international accounting standards and applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that
law the directors have prepared the group and parent company financial statements in accordance with
UK adopted international accounting standards. Under company law the directors must not approve
the financial statements unless they are satisfied that they give a true and fair view of the state of affairs
of the group and the company and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with UK adopted international accounting
standards, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the group and the company will continue in business; and
• prepare a directors’ report, a strategic report and directors’ remuneration report which comply
with the requirements of the Companies Act 2006 (the ‘Companies Act’).
The directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the company’s transactions and disclose with reasonable accuracy at any time the
financial position of the company and the group and enable them to ensure that the financial
statements comply with the Companies Act.
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. The directors are
responsible for ensuring that the annual report and financial statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary for shareholders to assess the
group’s performance, business model and strategy.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made
available on a website. Financial statements are published on the company’s website in accordance
with legislation in the UK governing the preparation and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The maintenance and integrity of the company’s
website is the responsibility of the directors. The directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Disclosure of information to auditors
Each of the persons who is a director at the date of approval of this report confirms that:
1. so far as the director is aware, there is no relevant information of which the company’s auditor
is unaware; and
2. the director has taken all steps that they ought to have taken as a director in order to make
themselves aware of any relevant audit information and to establish that the company’s auditor
is aware of that information.
This confirmation is given, and should be interpreted, in accordance with the provisions of section
418 of the Companies Act.
Responsibility statements under the Disclosure Guidance and Transparency Rules and the UK
Corporate Governance Code
Each of the directors, whose names and functions are listed on pages 64 and 65, confirm that,
to the best of their knowledge:
1. the group and parent company financial statements, which have been 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 undertakings included in the consolidation
taken as a whole; and
2. the annual report includes a fair review of the development and performance of the business and
the position of the company and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that it faces.
Signed on behalf of the board by:
Mat Masters Rob Memmott
Chief Executive Officer Chief Financial Officer
18 May 2026 18 May 2026
Responsibility statements
Caledonia Investments plc Annual Report 2026
104Strategic report Governance Financial statements Other information
Considered
&
long-term
WHAT’S IN FINANCIAL STATEMENTS?
Independent auditor’s report 106
Financial statements 112
Material accounting policies 116
Notes to the financial statements 121
Financial statements
Our independence and reputation enables us to
take the long term view, which is key to our goal
of building a store of wealth and delivering steady
and rising income for our shareholders.
Caledonia Investments plc Annual Report 2026
105
Strategic report
Governance
Financial statements
Other information
Independent auditor’s report
to the members of Caledonia Investments plc
Report on the audit of the financial statements
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 March 2026 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with UK
adopted international accounting standards and as applied in accordance with the provisions
of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Caledonia Investments plc (the ‘Parent Company’) and its
consolidated subsidiaries (the ‘Group’) for the year ended 31 March 2026 which comprise the Group
Statement of Comprehensive Income, the Group and Company Statement of Financial Position, the
Group and Company Statement of Changes in Equity, the Group and Company Statement of Cash
Flows, and notes to the financial statements, including material accounting policy information. The
financial reporting framework that has been applied in their preparation is applicable law and UK
adopted international accounting standards and as regards the Parent Company financial statements,
as applied in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit opinion is consistent with the additional report to the audit committee.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The non-audit services prohibited by the
FRC’s Ethical Standard were not provided to the Group and the Parent Company and we remain
independent of the Group and the Parent Company in conducting our audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the
Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
• obtaining the Directors’ assessment of the going concern status and long-term viability of the
group and the parent;
• checking the mathematical accuracy of the underlying models used in the Directors’ assessment;
• challenging management’s assumptions and judgements made with regards to the base-case
forecast and stress scenarios, and performing further stress testing to identify the point at which
a going concern issue would arise;
• assessing the availability of bank facilities; and
• assessing the liquidity of the quoted investment portfolio.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the Group and
the Parent Company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue. However, because not all future events
or conditions can be predicted, this statement is not a guarantee as to the Group and the Parent
Company’s ability to continue as a going concern.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial
statements about whether the Directors considered it appropriate to adopt the going concern basis of
accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described
in the relevant sections of this report.
Overview
Key audit matters
(KAM)
2026 2025
KAM 1 – Valuation of Unquoted Private Capital Investments
KAM 2 – Valuation of Fund Investments
Materiality Group financial statements as a whole
£44.7m (2025: £43.9m) based on 1.5% (2025: 1.5%) of Net Assets
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the
applicable financial reporting framework and the Group’s system of internal control. We identified and
assessed the risks of material misstatement of the Group financial statements including with respect
to the consolidation process. We then applied professional judgement to focus our audit procedures
on the areas that posed the greatest risks to the group financial statements. We continually assessed
risks throughout our audit, revising the risks where necessary, with the aim of reducing the group risk
of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Caledonia Investments plc Annual Report 2026
106Strategic report Governance Financial statements Other information
Independent auditor’s report continued
The Group engagement team carried out a full scope audit of all components of the group mentioned
below as they required audits for statutory purposes. The Group consisted of the following components:
• Caledonia Investments plc
• Caledonia Group Services Limited
• Buckingham Gate Limited
The Group audit team performed the Group audit as if it related to a single aggregated set of financial
statements, using the Group materiality levels set out above.
How climate change affected the scope of our audit
The Group has determined that climate change does not currently have a material impact on its
operations. Our work on the assessment of potential impacts of climate-related risks on the Group’s
operations and financial statements included:
• enquiries and challenge of management to understand the actions they have taken to identify
climate-related risks and their potential impacts on the financial statements and adequately
disclose climate-related risks within the annual report; and
• review of the minutes of Board and Audit Committee meetings and performance of a risk
assessment as to how the impact of the Group’s commitment as set out in the other information
may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations have been reflected, where appropriate,
in management’s going concern assessment and viability assessment.
We also assessed the consistency of management’s disclosures included as ‘other information’/’Statutory
Other Information’ within the financial statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially
impacted by climate-related risks.
The management disclosures on page 50 form part of the strategic report. Our responsibilities
in relation to these disclosures are described in the relevant section of this report and our procedures
on these disclosures therefore consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge obtained from the audit or otherwise
appear to be materially misstated.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified, including those which
had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and
directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter How the scope of our audit responded to the risk
Valuation of Unquoted
Private Capital Investments
The Group’s accounting
policy for valuation is
described in the Material
Accounting Policies
(Investments) note to the
financial statements.
The private capital
pool investments total
£954.7m (2025: £870.7m),
representing 33.5% (2025:
31.9%) of total investments.
There is a fraud risk arising from
management incentive in the valuation
of private capital investments. Due to
the lack of observable inputs and the
significant estimation uncertainty involved,
management is required to exercise
substantial judgement, which may create
an incentive and opportunity to overstate
valuations that underpin performance
measurement and incentive arrangements.
We therefore consider that the valuation
of the private capital investments is one
of the most significant areas of audit risk.
An objective of the Group is to maximise
long-term capital growth and as such this
will be a key driver of performance.
To address this key audit matter, we performed the following:
• assessed the appropriateness of the valuation methodology given the circumstances under the International Private Equity
and Venture Capital Valuation (“IPEV”) Guidelines;
• discussed valuations with management to understand management assumptions included in valuations to assess the
reasonableness of the assumptions applied;
• attended the year end Valuations Committee meeting to observe the challenges to the unobservable inputs and methodology
used in the valuation for each investment;
• challenged and corroborated the inputs to the valuation with reference to management information on investee companies,
market data and our own research and assessed the impact of estimation uncertainty concerning these assumptions;
• gained an understanding of the movements in valuations between 31 March 2025 and 31 March 2026;
• considered the economic environment in which the investment operates to identify factors that could impact the investment
valuation; and
• engaged BDO valuation experts in assessing the methodology, assumptions and inputs used in the valuation of relevant
material investments at year-end.
Key observations:
Based on the procedures performed, we did not identify any material exceptions with regards to the valuation of unquoted
private capital investments.
Caledonia Investments plc Annual Report 2026
107Strategic report Governance Financial statements Other information
Independent auditor’s report continued
Key audit matter How the scope of our audit responded to the risk
Valuation of Fund
Investments
The Group’s accounting
policy for valuation is
described in the Material
Accounting Policies
(Investments) note to the
financial statements.
The funds pool investments
total £940.9 million (2025:
£897.3 million), representing
33% (2025: 32.8%) of
total investments.
Fund investments are valued in accordance
with the International Private Equity and
Venture Capital (‘IPEV’) Guidelines. The Group
values its fund investments based on the latest
available valuation placed on an investment by
the underlying manager/General Partner (‘GP’)
as at the Statement of Financial Position date.
Where formal valuations are not completed as
at the Statement of Financial Position date, the
last available valuation from the GP is adjusted
for any subsequent cash flows occurring
between the valuation date and the Statement
of Financial Position date.
We identified three risks in relation to the
valuation of fund investments as follows:
1. Valuations are based on the latest
available quarter-end NAVs provided by
GPs. Accordingly, judgement is exercised
in determining whether adjustments are
necessary to reflect subsequent market
conditions, investment performance, or
other relevant events as at the Statement
of Financial Position date. The application
of manual adjustments to GP-reported
NAVs introduces a risk that fund
investments may be inappropriately
valued. There is also a fraud risk around
inappropriate manual manipulation of the
NAV statements by Management.
2. There is a risk of stale pricing arising from
the fact that NAV statements obtained
from the fund GPs are not coterminous
with the year-end. The majority of
valuations are based on NAV statements
as at December 2025 (82%) or September
2025 (18%), and therefore may be
outdated. Material events occurring
during the period up to the year-end may
therefore affect the fair value of fund
investments without being captured in
the reported balance sheet valuations.
3. There is a risk that underlying valuations
prepared by GPs are not appropriately
based on fair value principles and cannot
be relied upon.
Risk 1: management’s ability to override GP valuations
To address this part of the key audit matter, we performed the following:
• attended the Valuation Committee meeting to obtain evidence of good governance and challenges on the inputs used in the valuation;
• assessed the design and implementation of Management’s internal processes and controls;
• agreed 89% by value of the investments to direct confirmations received from the GP;
• considered and reviewed the need for Management to adjust the underlying valuations for specific cases, such as carried interest;
• compared the year-end valuations per the accounting records to the valuation statements received from the managers of the
underlying funds; and
• in the event that Management have made adjustments outside of cash roll forward adjustments, we have challenged the basis
for these adjustments and obtained independent evidence to support the adjustments made.
Risk 2: stale pricing
To address this part of the Key Audit Matter, for all funds, we have:
• monitored the updated NAV statements received up to the date of signing the financial statements and considered the impact
of extrapolating differences;
• reviewed the outcomes of Management’s interactions with underlying Investment Managers/GPs as part of the preparation
of the financial statements;
• performed our own risk based assessment of macroeconomic, sector specific, and geographical factors and considered
whether any indicators existed to suggest that the latest GP reported NAV is not an appropriate valuation;
• performed an assessment of the historical quarter-on-quarter movements and volatility around year end; and
• reviewed and challenged Management’s assessment of sector / geographical volatility to conclude if the latest GP statement is appropriate.
Risk 3: reliability of GP valuations as a basis for fair value
To address this part of the Key Audit Matter, we:
• attended the Valuation Committee meeting on 25 March 2026 to observe how the Committee reviews and approves fund
investments; and
• assessed and reviewed the outcome of Management’s assessment of whether the reported NAV is appropriately derived from
the fair value of underlying investments.
For the majority of funds, except a cumulatively immaterial population, we have:
• considered the appropriateness of the overall valuation policies undertaken by underlying GP fund managers in line with the
International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines;
• where funds are audited on an annual basis, we have agreed the latest audited accounts to the coterminous NAV statement
received; and
• for funds where the latest audited accounts are less recent, we have performed an assessment of the movement in fund NAV
between the latest audited accounts and the most recent NAV statement in the context of market movements.
Key observations:
Based on the procedures we performed, we did not identify any material exceptions with regards to the valuation of fund investments.
Caledonia Investments plc Annual Report 2026
108Strategic report Governance Financial statements Other information
Independent auditor’s report continued
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating
the effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken
on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent of testing
needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial
as we also take account of the nature of identified misstatements, and the particular circumstances
of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements
as a whole and performance materiality as follows:
Group financial statements Parent company financial statements
2026
£m
2025
£m
2026
£m
2025
£m
Materiality 44.7 43.9 42.5 41.8
Basis for determining
materiality
1.5% of Net Assets 95% of Group Materiality
Rationale for the
benchmark applied
Net Asset Value is a key indicator of
performance and as such the most
relevant benchmark on which to
base materiality for the users of the
financial statements
We considered the aggregation
risk within the Group and then
set materiality as a percentage
of Group materiality
Performance materiality 33.5 32.9 31.8 31.3
Basis for determining
performance materiality
75% of Materiality
Rationale for the
percentage applied for
performance materiality
The level of performance materiality applied was set after having considered a
number of factors, including our assessment of the Group and parent’s control
environment and the expected total value of known and likely misstatements
and the level of transactions in the year
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in
excess of £1.1 million (2025: £1.1 million). We also agreed to report differences below this threshold
that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the annual report other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules sourcebook requires us to review the Directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate Governance Statement relating to the
Parent Company’s compliance with the provisions of the UK Corporate Governance Code specified
for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements, or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified
set out on page 61; and
• the Directors’ explanation as to their assessment of the Group’s prospects,
the period this assessment covers and why the period is appropriate set out
on page 61.
Other Code
provisions
• Directors’ statement on fair, balanced and understandable set out on page 76;
• board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on page 76;
• the section of the annual report that describes the review of effectiveness
of risk management and internal control systems set out on page 76; and
• the section describing the work of the audit committee set out on page 73.
Caledonia Investments plc Annual Report 2026
109Strategic report Governance Financial statements Other information
Independent auditor’s report continued
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit,
we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters
as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the
financial year for which the financial statements are prepared is consistent
with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has
been properly prepared in accordance with the Companies Act 2006.
Matters on which
we are required to
report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company,
or returns adequate for our audit have not been received from branches not
visited by us; or
• the Parent Company financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with the accounting
records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the
Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Parent Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• our understanding of the Group and the industry in which it operates;
• discussion with management and those charged with governance;
• obtaining an understanding of the Group’s policies and procedures regarding compliance
with laws and regulations; and
• consideration of the risk of acts by the Group which were contrary to applicable laws and
regulations, including fraud.
We considered the significant laws and regulations to be compliance with the Companies Act 2006,
UK-adopted IFRS, UK tax legislation including Investment trust tax legislation, the Financial Conduct
Authority’s regulations and Listing and Disclosure Guidance and Transparency rules, the UK Corporate
Governance Code, and industry practice as represented by the AIC Statement of Recommended
Practice (SORP).
We focused on laws and regulations that could give rise to a material misstatement in the financial
statements. Our procedures included:
• review of minutes of meeting of those charged with governance for any instances of non-compliance
with laws and regulations;
• review of correspondence with regulatory and tax authorities for any instances of non-compliance
with laws and regulations;
• review of financial statement disclosures and agreeing to supporting documentation;
• involvement of tax specialists in the audit; and
• review and challenge of management’s consideration of the Parent Company’s compliance with the
Investment Trust rules set out under UK tax legislation.
Caledonia Investments plc Annual Report 2026
110Strategic report Governance Financial statements Other information
Independent auditor’s report continued
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud.
Our risk assessment procedures included:
• enquiry with management and those charged with governance regarding any known or suspected
instances of fraud;
• obtaining an understanding of the Group’s policies and procedures relating to:
– detecting and responding to the risks of fraud; and
– internal controls established to mitigate risks related to fraud.
• review of minutes of meetings of those charged with governance for any known or suspected
instances of fraud;
• discussion amongst the engagement team as to how and where fraud might occur in the
financial statements;
• performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud; and
• considering remuneration incentive schemes and performance targets and the related financial
statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management
override of controls, the valuation of private capital investments as a result of the application of
substantial Management judgement and the ability of Management to override underlying GP
valuations in the valuation of fund investments.
Our procedures in respect of the above included:
• relevant procedures related to valuation of private capital and fund investments as set out
in the Key Audit Matters section above;
• testing the data elements of the journals population which the audit team utilised as part
of completeness and accuracy testing;
• determining key risk characteristics to filter the population of journals, then reviewing and
agreeing the journals identified to supporting documentation;
• using our IT audit specialists to assist with extracting the journal population;
• evaluating findings from the evaluation of the design and implementation of IT general controls;
• critically reviewing the consolidation and, in particular, manual and/or late journals posted at
consolidation level;
• reviewing the estimates and judgements applied by management in the financial statements to
assess their appropriateness and the existence of any systematic biases. This included evaluating
key assumptions relating to private capital valuations, valuation adjustments made to fund
investments, and the appropriateness of the revenue and capital split; and
• reviewing unadjusted audit differences for indications of bias or deliberate misstatement.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members who were all deemed to have appropriate competence and capabilities
and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment
by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in
the audit procedures performed and the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial statements, the less likely we are to
become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website
at: frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by the Members of the
Parent Company on 21 July 2021 to audit the financial statements for the year ended 31 March 2022
and subsequent financial periods. The period of total uninterrupted engagement including retenders
and reappointments is five years, covering the years ended 31 March 2022 to 31 March 2026.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the Parent Company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the Parent Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Peter Smith
Senior Statutory Auditor
For and on behalf of BDO LLP, Statutory Auditor
London, UK
18 May 2026
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Caledonia Investments plc Annual Report 2026
111Strategic report Governance Financial statements Other information
Group statement of comprehensive income
for the year ended 31 March 2026
2026 | 2025 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £m | £m | £m | £m | £m | £m | |
| Net investment income | |||||||
Investment income | 1 | ||||||
Other income | 1 | ||||||
Net gains on fair value investments | 8 | ||||||
Net gains/(losses) on fair value property | 9, 10 | ( | ( | ||||
Total net investment income | |||||||
Management expenses | 2 | ( | ( | ( | ( | ( | ( |
Other non-recurring expenses | ( | ( | ( | ( | |||
Profit before finance costs | |||||||
Treasury interest receivable | 3 | ||||||
Finance costs | 4 | ( | ( | ( | ( | ||
Foreign exchange movements | ( | ( | ( | ( | |||
Profit before tax | |||||||
Taxation | 5 | ( | ( | ( | ( | ||
Profit for the year | |||||||
| Other comprehensive income items never to be reclassified to profit or loss | |||||||
Re-measurements of defined benefit pension schemes | 25 | ( | ( | ||||
Tax on other comprehensive income | 5 | ||||||
Total comprehensive income | |||||||
Basic earnings per share 1 | 7 | ||||||
Diluted earnings per share 1 | 7 |
1. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from 5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all earnings per share figures have been restated
for the prior year comparatives.
The total column of the above statement represents the group’s statement of comprehensive income, prepared in accordance with IFRSs adopted in the United Kingdom.
The revenue and capital columns are supplementary to the group’s statement of comprehensive income and are prepared under guidance published by the Association of Investment Companies.
The profit for the year and total comprehensive income for the year is attributable to equity holders of the parent.
The accounting policies and notes on pages 116 to 145 are an integral part of these financial statements.
Caledonia Investments plc Annual Report 2026
112Strategic report Governance Financial statements Other information
Statement of financial position
at 31 March 2026
Group | Company | ||||
| 2026 | 2025 | 2026 | 2025 | ||
| Note | £m | £m | £m | £m | |
| Non-current assets | |||||
Investments held at fair value through profit or loss | 8 | 2,573.7 | 2,748.9 | ||
Investments in subsidiaries held at cost | 8 | 0.9 | 0.9 | ||
Investment property | 9 | – | – | ||
Property, plant and equipment | 10 | – | – | ||
Deferred tax assets | 11 | – | – | ||
Other receivables | 12 | 28.0 | 30.5 | ||
Employee benefits | 25 | – | – | ||
Non-current assets | 2,602.6 | 2,780.3 | |||
| Current assets | |||||
Asset held for sale | 8 | 279.3 | – | ||
Trade and other receivables | 12 | 5.6 | 6.4 | ||
Current tax assets | 5 | 3.8 | 4.5 | ||
Cash and cash equivalents | 13 | 85.7 | 148.5 | ||
Current assets | 374.4 | 159.4 | |||
Total assets | 2,977.0 | 2,939.7 | |||
| Current liabilities | |||||
Trade and other payables | 15 | ( | ( | (10.4) | (22.1) |
Employee benefits | 25 | ( | ( | – | – |
Current liabilities | ( | ( | (10.4) | (22.1) | |
| Non-current liabilities | |||||
Employee benefits | 25 | ( | ( | – | – |
Deferred tax liabilities | 11 | ( | ( | – | – |
Non-current liabilities | ( | ( | – | – | |
Total liabilities | ( | ( | (10.4) | (22.1) | |
Net assets | 2,966.6 | 2,917.6 |
Group | Company | ||||
| 2026 | 2025 | 2026 | 2025 | ||
| Note | £m | £m | £m | £m | |
| Equity | |||||
Share capital | 16 | 3.0 | 3.0 | ||
Share premium | 16 | 1.3 | 1.3 | ||
Capital redemption reserve | 1.5 | 1.5 | |||
Capital reserve | 2,754.0 | 2,691.6 | |||
Retained earnings | 212.2 | 224.7 | |||
Own shares | ( | ( | (5.4) | (4.5) | |
Total equity | 2,966.6 | 2,917.6 | |||
Undiluted net asset value 1 | 17 | ||||
Diluted net asset value 1 | 17 |
1. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from
5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all net asset per share figures have been
restated for the prior year comparatives.
The company profit for the year ended 31 March 2026 was £135.7m (2025: £66.0m).
The accounting policies and notes on pages 116 to 145 are an integral part of these financial statements.
Caledonia Investments plc Annual Report 2026
113Strategic report Governance Financial statements Other information
Statement of changes in equity
for the year ended 31 March 2026
| Capital | ||||||||
| Share | Share | redemption | Capital | Retained | Own | Total | ||
| capital | premium | reserve | reserve | earnings | shares | equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | |
| Group | ||||||||
Balance at 31 March 2024 | ( | |||||||
| Total comprehensive income | ||||||||
Profit for the year | ||||||||
Other comprehensive income | ||||||||
Total comprehensive income | ||||||||
| Transactions with owners of the company | ||||||||
| Contributions by and distributions to owners | ||||||||
Share-based payments | ||||||||
Transfer of shares to employees | ( | |||||||
Own shares purchased and cancelled | ( | ( | ( | |||||
Own shares purchased | ( | ( | ||||||
Dividends paid | 6 | ( | ( | |||||
Total transactions with owners | ( | ( | ( | ( | ||||
Balance at 31 March 2025 | ( | |||||||
| Total comprehensive income | ||||||||
Profit for the year | ||||||||
Other comprehensive income | ( | ( | ||||||
Total comprehensive income | ||||||||
| Transactions with owners of the company | ||||||||
| Contributions by and distributions to owners | ||||||||
Share-based payments | ||||||||
Transfer of shares to employees | ( | |||||||
Own shares purchased and cancelled | ( | ( | ||||||
Own shares purchased | ( | ( | ||||||
Dividends paid | 6 | ( | ( | |||||
Total transactions with owners | ( | ( | ( | ( | ||||
Balance at 31 March 2026 | ( |
Note
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Capital
reserve
£m
Retained
earnings
£m
Own
shares
£m
Total
equity
£m
Company
Balance at 31 March 2024 3.1 1.3 1.4 2,717.1 236.6 (7.3) 2,952.2
Profit and total comprehensive income – – – 37.2 28.8 – 66.0
Transactions with owners of the company
Contributions by and distributions to owners
Share-based payments – – – – 4.5 – 4.5
Transfer of shares to employees – – – – (6.8) 6.8 –
Own shares purchased and cancelled (0.1) – 0.1 (62.7) – – (62.7)
Own shares purchased – – – – – (4.0) (4.0)
Dividends paid 6 – – – – (38.4) – (38.4)
Total transactions with owners (0.1) – 0.1 (62.7) (40.7) 2.8 (100.6)
Balance at 31 March 2025 3.0 1.3 1.5 2,691.6 224.7 (4.5) 2,917.6
Profit and total comprehensive income – – – 97.2 38.5 – 135.7
Transactions with owners of the company
Contributions by and distributions to owners
Share-based payments – – – – 3.6 – 3.6
Transfer of shares to employees – – – – (7.2) 7.2 –
Own shares purchased and cancelled – – – (34.8) – – (34.8)
Own shares purchased – – – – – (8.1) (8.1)
Dividends paid 6 – – – – (47.4) – (47.4)
Total transactions with owners – – – (34.8) (51.0) (0.9) (86.7)
Balance at 31 March 2026 3.0 1.3 1.5 2,754.0 212.2 (5.4) 2,966.6
The accounting policies and notes on pages 116 to 145 are an integral part of these financial statements.
Caledonia Investments plc Annual Report 2026
114Strategic report Governance Financial statements Other information
Statement of cash flows
for the year ended 31 March 2026
Group | Company | ||||
| 2026 | 2025 | 2026 | 2025 | ||
| Note | £m | £m | £m | £m | |
| Operating activities | |||||
Dividends and fund income distributions received | 58.7 | 38.5 | |||
Interest received | 7.2 | 9.9 | |||
Rental and other income | 0.6 | 0.5 | |||
Cash paid to suppliers and employees | ( | ( | (35.8) | (38.8) | |
Tax refunds | 0.2 | 0.2 | |||
Group tax relief received | 2.4 | 0.9 | |||
Group tax relief paid | ( | – | (2.8) | ||
Net cash flow from operating activities | 33.3 | 8.4 | |||
| Investing activities | |||||
Purchases of investments | ( | ( | (262.9) | (318.9) | |
Proceeds from realisation of investments | 257.1 | 337.4 | |||
Proceeds from repayment of loans to group companies | 2.5 | 5.0 | |||
Purchases of property, plant and equipment | ( | ( | – | – | |
Net cash flow (used in)/from investing activities | ( | (3.3) | 23.5 | ||
| Financing activities | |||||
Interest paid | ( | ( | (2.1) | (3.7) | |
Dividends paid to owners of the company | ( | ( | (47.4) | (38.4) | |
Purchases of own shares | ( | ( | (42.9) | (67.7) | |
Net cash flow used in financing activities | ( | ( | (92.4) | (109.8) | |
Net decrease in cash and cash equivalents | ( | ( | (62.4) | (77.9) | |
Cash and cash equivalents at year start | 148.5 | 227.3 | |||
Effect of foreign exchange rate changes on cash | ( | ( | (0.4) | (0.9) | |
Cash and cash equivalents at year end | 13 | 85.7 | 148.5 |
The accounting policies and notes on pages 116 to 145 are an integral part of these financial statements.
Caledonia Investments plc Annual Report 2026
115Strategic report Governance Financial statements Other information
Material accounting policies
Material accounting policies
Caledonia Investments plc Annual Report 2026
116Strategic report Governance Financial statements Other information
Material accounting policies continued
Caledonia Investments plc Annual Report 2026
117Strategic report Governance Financial statements Other information
Material accounting policies continued
Caledonia Investments plc Annual Report 2026
118Strategic report Governance Financial statements Other information
Material accounting policies continued
Caledonia Investments plc Annual Report 2026
119Strategic report Governance Financial statements Other information
Material accounting policies continued
Caledonia Investments plc Annual Report 2026
120Strategic report Governance Financial statements Other information
Notes to the financial statements
| 2026 | 2025 | |
| £m | £m | |
| Income statement revenue column | ||
| Income from pool investments | ||
Dividends from UK listed companies | 10.5 | 10.5 |
Dividends from overseas listed companies | 12.7 | 11.4 |
Dividends from unlisted companies | 26.1 | 14.4 |
Distributions from limited partnerships | 3.9 | 4.4 |
Interest on unlisted debt investments | 1.7 | 3.0 |
54.9 | 43.7 | |
| Income from other investments | ||
Dividends from unlisted companies 1 | 8.9 | 9.0 |
63.8 | 52.7 |
| 2026 | 2025 | |
| £m | £m | |
| Income statement capital column | ||
Dividends from unlisted companies | 8.0 | – |
| 2026 | 2025 | |
| £m | £m | |
| Income statement revenue column | ||
Property income | 0.9 | 0.9 |
| Income statement capital column | ||
US limited partnerships tax refunds | 0.6 | 0.4 |
| 2026 | 2025 | |
| £m | £m | |
| Income statement revenue column | ||
Personnel expenses | 14.8 | 15.4 |
Depreciation | 1.1 | 1.2 |
Auditor’s remuneration | 0.5 | 0.5 |
Other administrative expenses | 9.9 | 11.2 |
Directors’ fees and disbursements recharged | (0.9) | (0.8) |
Management fees and recharges | (0.8) | (1.6) |
24.6 | 25.9 | |
| Income statement capital column | ||
Personnel expenses | 5.0 | 6.3 |
Transaction costs | 0.6 | 0.3 |
Management fees | (0.3) | (0.5) |
5.3 | 6.1 | |
29.9 | 32.0 |
| 2026 | 2025 | |
| £m | £m | |
| Audit services | ||
Statutory audit – group | 0.3 | 0.3 |
| Statutory audit – consolidated subsidiaries | 0.1 | 0.1 |
| Non-audit services | ||
Other assurance services | 0.1 | 0.1 |
0.5 | 0.5 |
Caledonia Investments plc Annual Report 2026
121Strategic report Governance Financial statements Other information
Notes to the financial statements continued
2. Expenses continued
| 2026 | 2025 | |
| £m | £m | |
| Audit services | ||
Statutory audit – UK subsidiaries | 0.3 | 0.1 |
| 2026 | 2025 | ||
| Note | £m | £m | |
| Income statement revenue column | |||
Salaries and cash bonus | 12.4 | 12.9 | |
National Insurance | 2.1 | 1.9 | |
Contributions to defined contribution plans | 1.8 | 1.3 | |
Defined benefit pension plans expense | 25 | (1.5) | (0.7) |
14.8 | 15.4 | ||
| Income statement capital column | |||
Performance cash bonus | 0.3 | – | |
Share-based payments | 24 | 4.2 | 5.1 |
National Insurance on performance cash bonus share awards | 0.5 | 1.2 | |
5.0 | 6.3 | ||
19.8 | 21.7 |
| 2026 | 2025 | |
| No | No | |
Investment and administration | 75 | 76 |
| Group | ||
| 2026 | 2025 | |
| £m | £m | |
Short-term employee benefits | 2.9 | 2.8 |
Gains on exercise of share awards | 1.5 | 1.8 |
4.4 | 4.6 |
| 2026 | 2025 | |
| £m | £m | |
Interest on bank deposits and liquidity funds | 3.7 | 9.9 |
| 2026 | 2025 | |
| £m | £m | |
Interest on bank loans and overdraft facilities | 2.7 | 3.5 |
| 2026 | 2025 | |
| £m | £m | |
| Current tax (income)/expense | ||
Current year | (1.6) | (2.8) |
Adjustments for prior years | 0.7 | 3.0 |
(0.9) | 0.2 | |
| Deferred tax expense | ||
Origination and reversal of temporary differences | 1.4 | 0.4 |
Adjustments for prior years | 0.4 | 0.1 |
1.8 | 0.5 | |
Total tax expense | 0.9 | 0.7 |
Caledonia Investments plc Annual Report 2026
122Strategic report Governance Financial statements Other information
Notes to the financial statements continued
5. Taxation continued
| 2026 | 2025 | |
| £m | £m | |
Profit before tax | 136.1 | 66.8 |
Tax expense at the domestic rate of 25% | 34.0 | 16.7 |
Non-deductible expenses | 0.8 | 0.5 |
Unrecognised tax assets | 7.4 | 5.4 |
Non-taxable gains on investments 1 | (23.3) | (11.0) |
Non-taxable dividend income | (16.5) | (11.3) |
Tax on funds | (3.3) | (3.1) |
Other temporary differences | 0.7 | 0.4 |
Adjustments for prior years | 1.1 | 3.1 |
Tax expense | 0.9 | 0.7 |
| 2026 | 2025 | |
| £m | £m | |
| Current tax (income) | ||
Current year | (0.6) | (0.4) |
| Deferred tax (income)/expense | ||
On re-measurements of defined benefit pension schemes | (0.2) | – |
On share options and awards | 0.1 | (0.1) |
(0.1) | (0.1) | |
Total tax income | (0.7) | (0.5) |
6. Dividends
Amounts recognised as distributions to owners of the company in the year were as follows:
2026 | 2025 1 | |||
p/share | £m | p/share | £m | |
Final dividend for the year ended 31 March 2025 (2024) | 5.391 | 28.2 | 5.147 | 27.9 |
Interim dividend for the year ended 31 March 2026 (2025) 2 | 19.2 | 10.5 | ||
47.4 | 38.4 |
1. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from
5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all dividend per share figures have been
restated for the prior year comparatives.
2. The interim dividend for the year ended 31 March 2026 was rebased to 50% of the prior year total annual dividend.
Amounts proposed after the year end and not recognised in the financial statements were as follows:
| 2026 | ||
p/share | £m | |
Proposed final dividend for the year ended 31 March 2026 | 4.004 | 20.7 |
The proposed final dividend for the year ended 31 March 2026 was not included as a liability in
these financial statements. The dividend, if approved by shareholders at the annual general meeting
to be held on 15 July 2026, will be payable on 6 August 2026 to holders of shares on the register on
3 July 2026. The ex-dividend date will be 2 July 2026. The deadline for elections under the dividend
reinvestment plan offered by MUFG Corporate Markets will be the close of business on 17 July 2026.
For the purposes of section 1158 of the Corporation Tax Act 2010 and associated regulations, the
dividends payable for the year ended 31 March 2026 are the interim and final dividends for that year,
amounting to £39.9m (2025: £38.7m).
Caledonia Investments plc Annual Report 2026
123Strategic report Governance Financial statements Other information
Notes to the financial statements continued
7. Earnings per share
Basic and diluted earnings per share
The calculation of basic earnings per share of the group was based on the profit attributable to
shareholders and the weighted average number of shares outstanding during the year. The calculation
of diluted earnings per share included an adjustment for the effects of dilutive potential shares.
The profit attributable to shareholders (basic and diluted) was as follows:
| 2026 | 2025 | |
| £m | £m | |
Revenue | 40.4 | 30.9 |
Capital | 94.8 | 35.2 |
Total | 135.2 | 66.1 |
The weighted average number of shares was as follows:
| 2026 | 2025 1 | |
| 000’s | 000’s | |
Issued shares at the year start | 528,827 | 546,118 |
Effect of shares cancelled | (4,698) | (7,404) |
Effect of shares held by the employee share trusts and share incentive plan | (1,587) | (1,508) |
Basic weighted average number of shares in the year | 522,542 | 537,206 |
| Effect of performance shares, deferred bonus awards and share incentive | ||
plan awards | 7,141 | 7,931 |
Diluted weighted average number of shares in the year | 529,683 | 545,137 |
1. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from
5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all share numbers have been restated for
the prior year comparatives.
8. Investments
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
| Investments held at fair value through profit or loss | ||||
Investments listed on a recognised stock exchange | 952.2 | 964.7 | 952.2 | 964.7 |
Unlisted investments | 1,614.9 | 1,778.9 | 1,621.5 | 1,784.2 |
2,567.1 | 2,743.6 | 2,573.7 | 2,748.9 | |
| Investments held at cost | ||||
Service subsidiaries | – | – | 0.9 | 0.9 |
| Held for sale | ||||
Unlisted investments | 279.3 | – | 279.3 | – |
2,846.4 | 2,743.6 | 2,853.9 | 2,749.8 |
The movements in non-current investments were as follows:
| Listed | Unlisted | Unlisted | ||
| investments | investments 1 | debt | Total | |
| £m | £m | £m | £m | |
| Group | ||||
Balance at 31 March 2024 | 949.8 | 1,718.1 | 27.5 | 2,695.4 |
Transfer of debt for equity | – | 21.2 | (21.2) | – |
Purchases at cost | 106.8 | 202.0 | 11.5 | 320.3 |
Realisation proceeds | (114.2) | (202.5) | (1.5) | (318.2) |
Gains/losses on investments | 22.3 | 21.6 | – | 43.9 |
Accrued income | – | 2.2 | – | 2.2 |
Balance at 31 March 2025 | 964.7 | 1,762.6 | 16.3 | 2,743.6 |
Transfer to held for sale | – | (279.3) | – | (279.3) |
Purchases at cost | 141.4 | 118.2 | 5.6 | 265.2 |
Realisation proceeds | (142.3) | (114.8) | – | (257.1) |
Gains/losses on investments | (11.6) | 103.7 | – | 92.1 |
Accrued income | – | 2.6 | – | 2.6 |
Balance at 31 March 2026 | 952.2 | 1,593.0 | 21.9 | 2,567.1 |
Caledonia Investments plc Annual Report 2026
124Strategic report Governance Financial statements Other information
Notes to the financial statements continued
8. Investments continued
| Listed | Unlisted | |||
| investments | investments 1 | Unlisted debt | Total | |
| £m | £m | £m | £m | |
| Company | ||||
Balance at 31 March 2024 | 949.8 | 1,724.3 | 27.5 | 2,701.6 |
Transfer of debt for equity | – | 21.2 | (21.2) | – |
Purchases at cost | 106.8 | 202.0 | 11.5 | 320.3 |
Realisation proceeds | (114.2) | (202.5) | (1.5) | (318.2) |
Gains/losses on investments | 22.3 | 21.6 | – | 43.9 |
Accrued income | – | 2.2 | – | 2.2 |
Balance at 31 March 2025 | 964.7 | 1,768.8 | 16.3 | 2,749.8 |
Transfer to held for sale | – | (279.3) | – | (279.3) |
Purchases at cost | 141.4 | 118.2 | 5.6 | 265.2 |
Realisation proceeds | (142.3) | (114.8) | – | (257.1) |
Gains/losses on investments | (11.6) | 105.0 | – | 93.4 |
Accrued income | – | 2.6 | – | 2.6 |
Balance at 31 March 2026 | 952.2 | 1,600.5 | 21.9 | 2,574.6 |
1. Unlisted investments included limited partnership and open ended fund investments, including a loan facility to a wholly
owned investment subsidiary investing in US PE funds. It also included -£1.4m of non-pool provisions (2025: £10.9m
non-pool investments). For further details of the fair value measurement of investments please refer to note 23 on page 132.
In September 2025, Caledonia agreed terms for the sale of a minority stake in Stonehage Fleming,
a multi-family office providing advisory services to many of the world’s leading families and wealth
creators, to Corient Private Wealth LLC, a US-headquartered wealth management and advisory
business. The transaction is expected to complete in mid 2026. Cash proceeds of c.£290m are
expected net of transaction expenses. The valuation at the end of March of £279.3m reflects
expected cash proceeds less a c.3.5% discount in recognition of the limited transaction execution
risk and time value of money. To reflect this transaction, this asset was disclosed as held for sale
in the statement of financial position as at 31 March 2026.
9. Investment property
| Freehold | |
| property | |
| Group | £m |
| Cost | |
Balance at 31 March 2024, 2025 and 2026 | 19.8 |
| Revaluation | |
Balance at 31 March 2024 | (6.5) |
Revaluation in the year | (0.7) |
Balance at 31 March 2025 and 2026 | (7.2) |
| Carrying amounts | |
At 31 March 2024 | 13.3 |
At 31 March 2025 | 12.6 |
At 31 March 2026 | 12.6 |
At 31 March 2026, the group held one property classified as investment property, comprising that
part of its head office building occupied by a third-party tenant.
The fair value of the investment property was determined by Tuckerman, an external, independent
property valuer, holding recognised and relevant professional qualifications and with recent
experience in the location and category of the property being valued. The valuation conforms to
the Royal Institution of Chartered Surveyors (‘RICS’) Valuation Professional Standards. Fees paid
to the valuer are based on a fixed price contract.
The external valuations were prepared by considering the aggregate of the net annual rents receivable
from the property and where relevant, associated costs. A yield which reflects the specific risks inherent
in the net cash flows is then applied to the net annual rentals to arrive at the property valuation.
Caledonia Investments plc Annual Report 2026
125Strategic report Governance Financial statements Other information
Notes to the financial statements continued
9. Investment property continued
The investment property held by the group is classified as Level 3 under the fair value hierarchy
(see page 135).
| Market value | Valuation | Key unobservable | Range | |
| Property | £m | technique | inputs | (weighted average) |
Buckingham Gate | 12.6 | Rental yield | Rent per sq ft p.a. | £38.00–£85.00 |
| (£73.78) | ||||
Rent-free period | 1.5 yrs | |||
Capitalisation rate | 5.5% | |||
Purchaser’s costs | 6.8% |
An increased capitalisation rate of 0.25% would result in a decreased asset valuation of £0.6m
and a decrease of 0.25% would result in an increased asset valuation of £0.6m. Conversely, an
increase in the estimated rent by 10% would result in an increase in the asset valuation of £1.3m
and a decrease of 10% would result in a decrease in the asset valuation of £1.3m.
The current year sensitivities were unchanged from the prior year.
The above inputs are interdependent and partially determined by market conditions. The impact
on the valuation could be mitigated by the inter-relationship between these inputs.
10. Property, plant and equipment
Group
| Office | |||
| Property | equipment | Total | |
| £m | £m | £m | |
| Cost | |||
Balance at 31 March 2024 | 32.4 | 5.0 | 37.4 |
Acquisitions | – | 1.8 | 1.8 |
Balance at 31 March 2025 | 32.4 | 6.8 | 39.2 |
Acquisitions | – | 0.2 | 0.2 |
Balance at 31 March 2026 | 32.4 | 7.0 | 39.4 |
| Depreciation | |||
Balance at 31 March 2024 | – | (3.4) | (3.4) |
Depreciation charge | (0.6) | (0.5) | (1.1) |
Eliminate depreciation | 0.6 | – | 0.6 |
Balance at 31 March 2025 | – | (3.9) | (3.9) |
Depreciation charge | (0.6) | (0.6) | (1.2) |
Eliminate depreciation | 0.6 | – | 0.6 |
Balance at 31 March 2026 | – | (4.5) | (4.5) |
| Revaluation | |||
Balance at 31 March 2024 | (8.8) | – | (8.8) |
Revaluation in the year | (0.6) | – | (0.6) |
Eliminate depreciation | (0.6) | – | (0.6) |
Balance at 31 March 2025 | (10.0) | – | (10.0) |
Revaluation in the year | 0.6 | – | 0.6 |
Eliminate depreciation | (0.6) | – | (0.6) |
Balance at 31 March 2026 | (10.0) | – | (10.0) |
Carrying amounts | – | ||
At 31 March 2024 | 23.6 | 1.6 | 25.2 |
At 31 March 2025 | 22.4 | 2.9 | 25.3 |
At 31 March 2026 | 22.4 | 2.5 | 24.9 |
Property is measured at fair value and comprised freehold land and buildings.
Property was revalued at 31 March 2026 by an independent valuer. Had the property been carried
under the cost model, the carrying amount would have been £23.4m (2025: £24.0m).
Caledonia Investments plc Annual Report 2026
126Strategic report Governance Financial statements Other information
Notes to the financial statements continued
10. Property, plant and equipment continued
The fair value of the property was determined by Tuckerman, an external, independent property
valuer, holding recognised and relevant professional qualifications and with recent experience in the
location and category of the property being valued. The valuation conforms to the Royal Institution
of Chartered Surveyors (‘RICS’) Valuation Professional Standards. Fees paid to the valuer are based
on a fixed price contract.
The external valuations were prepared by considering the aggregate of the net annual rents receivable
from the property and where relevant, associated costs. A yield which reflects the specific risks inherent
in the net cash flows is then applied to the net annual rentals to arrive at the property valuation.
The property held by the group is classified as Level 3 under the fair value hierarchy (see page 135).
| Market value | Valuation | Key unobservable | Range | |
| Property | £m | technique | inputs | (weighted average) |
Buckingham Gate | 22.4 | Rental yield | Rent per sq ft p.a. | £40.00–£85.00 |
| (£73.32) | ||||
Capitalisation rate | 5.5% | |||
Purchaser’s costs | 6.8% |
An increased capitalisation rate of 0.25% would result in a decreased asset valuation of £1.1m and a
decrease of 0.25% would result in an increased asset valuation of £1.2m. An increase in the estimated
rent by 5% would result in an increase in the asset valuation of £1.1m and a decrease of 5% would
result in a decrease in the asset valuation of £1.1m.
The current year sensitivity to inputs were unchanged from the prior year.
The above inputs are interdependent and partially determined by market conditions. The impact
on the valuation could be mitigated by the inter-relationship between these inputs.
| Assets | Liabilities | Net | |
| Group | £m | £m | £m |
| 2026 | |||
Employee benefits | 4.0 | (1.5) | 2.5 |
Other timing differences | – | (0.4) | (0.4) |
4.0 | (1.9) | 2.1 | |
| 2025 | |||
Employee benefits | 5.3 | (1.3) | 4.0 |
Other timing differences | – | (0.2) | (0.2) |
5.3 | (1.5) | 3.8 |
| Other | ||||
| Balance | Comprehensive | comprehensive | Balance | |
| at year start | income | income | at year end | |
| Group | £m | £m | £m | £m |
| 2026 | ||||
Employee benefits | 4.0 | (1.6) | 0.1 | 2.5 |
Other timing differences | (0.2) | (0.2) | – | (0.4) |
3.8 | (1.8) | 0.1 | 2.1 | |
| 2025 | ||||
Employee benefits | 4.4 | (0.5) | 0.1 | 4.0 |
Other timing differences | (0.2) | – | – | (0.2) |
4.2 | (0.5) | 0.1 | 3.8 |
Caledonia Investments plc Annual Report 2026
127Strategic report Governance Financial statements Other information
Notes to the financial statements continued
11. Deferred tax continued
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Tax losses | 164.4 | 125.0 | 160.8 | 125.0 |
Corporate interest restrictions | – | – | – | – |
Capital losses | 82.0 | 82.3 | 63.2 | 63.2 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| Non-current assets | £m | £m | £m | £m |
Other receivables | – | – | 28.0 | 30.5 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| Current assets | £m | £m | £m | £m |
Trade receivables | 2.4 | 3.5 | 1.0 | 1.2 |
Non-trade receivables and prepayments | 6.3 | 6.8 | 4.6 | 5.2 |
8.7 | 10.3 | 5.6 | 6.4 |
| Total | Within terms | 0-1 month | |
| £m | £m | £m | |
2026 | 2.4 | 2.3 | 0.1 |
2025 | 3.5 | 3.4 | 0.1 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Bank balances | 4.9 | 9.8 | 2.5 | 8.3 |
Money market funds | 85.1 | 141.5 | 83.2 | 140.2 |
Cash and cash equivalents | 90.0 | 151.3 | 85.7 | 148.5 |
Caledonia Investments plc Annual Report 2026
128Strategic report Governance Financial statements Other information
Notes to the financial statements continued
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Trade payables | 0.8 | 1.3 | 2.1 | 0.1 |
Non-trade payables and accrued expenses | 2.5 | 3.7 | 5.8 | 10.6 |
Other payables | 2.5 | 11.4 | 2.5 | 11.4 |
5.8 | 16.4 | 10.4 | 22.1 |
| Deferred | ||||
| Ordinary | ordinary | Share | ||
| shares | shares | premium | Total | |
| £m | £m | £m | £m | |
Balance at 31 March 2024 | 2.7 | 0.4 | 1.3 | 4.4 |
| Transfer to capital redemption reserve on cancellation | ||||
of share capital | (0.1) | – | – | (0.1) |
Balance at 31 March 2025 and 2026 | 2.6 | 0.4 | 1.3 | 4.3 |
Ordinary shares | Deferred ordinary shares | |||
| 2026 | 2025 1 | 2026 | 2025 | |
| 000’s | 000’s | 000’s | 000’s | |
Balance at the year start | 528,827 | 546,118 | 8,000 | 8,000 |
Shares purchased and cancelled | (9,466) | (17,291) | – | – |
Balance at the year end | 519,361 | 528,827 | 8,000 | 8,000 |
17. Net asset value (‘NAV’) and NAV total return (‘NAVTR’)
APM
The group’s undiluted net asset value is based on the net assets of the group at the year end and
on the number of ordinary shares in issue at the year end less ordinary shares held by The Caledonia
Investments plc Employee Share Trust, The Caledonia 2024 Employee Benefit Trust and free and
matching shares held by the trustees of The Caledonia Investments Share Incentive Plan on behalf
of employees. The group’s diluted net asset value assumes the exercise of performance shares and
deferred bonus awards and the withdrawal of free and matching share incentive plan awards.
2026 | 2025 | |||||
| Number | Number | |||||
| Net assets | of shares 1 | NAV | Net assets | of shares 1,2 | NAV | |
| £m | 000’s | p/share | £m | 000’s | p/share 2 | |
Undiluted | 2,980.0 | 517,845 | 575.5 | 2,931.6 | 527,497 | 555.8 |
Share awards | – | 7,141 | (7.6) | – | 7,931 | (8.3) |
Diluted | 2,980.0 | 524,986 | 567.6 | 2,931.6 | 535,428 | 547.5 |
1. Number of shares in issue at the year end is stated after the deduction of 1,079,820 (31 March 2025: 1,330,250) ordinary
shares held by The Caledonia Investments plc Employee Share Trust, 383,237 (31 March 2025: nil) ordinary shares
held by The Caledonia 2024 Employee Benefit Trust and 52,781 (31 March 2025: nil) ordinary shares (free and matching
awards) held by The Caledonia Investments Share Incentive Plan.
2. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from
5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all number of shares and NAV per share
figures have been restated for the prior year comparatives.
Caledonia Investments plc Annual Report 2026
129Strategic report Governance Financial statements Other information
Notes to the financial statements continued
17. Net asset value (‘NAV’) and NAV total return (‘NAVTR’) continued
Net asset value total return is calculated in accordance with AIC guidance, as the change in NAV
from the start of the period, assuming that dividends paid to shareholders are reinvested at NAV
at the time the shares are quoted ex-dividend.
| 2026 | 2025 2 | |
| p | p | |
Diluted NAV at year start | 547.5 | 536.9 |
Diluted NAV at year end | 567.6 | 547.5 |
Dividends payable in the year | 9.1 | 7.1 |
Reinvestment adjustment 1 | 0.4 | – |
577.1 | 554.6 | |
NAVTR over the year | 5.4% | 3.3% |
1. The reinvestment adjustment is the gain or loss resulting from reinvesting the dividends in NAV at the ex-dividend date.
2. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from
5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all number of share and NAV per share
figures have been restated for the prior year comparatives.
18. Operating segments
The chief operating decision-maker has been identified as the Executive Committee, which
reviews the company’s internal reporting in order to assess performance and allocate resources.
Management has determined the operating segments based on these reports.
The performance of operating segments is assessed on a measure of group total net investment
income, principally comprising gains and losses on investments and investment income. Reportable
profit or loss is after treasury income and ‘other items’, which comprise management and other
expenses and provisions. Reportable assets equate to the group’s total assets. Cash and cash
equivalents and other items are not identifiable operating segments.
‘Other investments’ comprise subsidiaries not managed as part of the investment portfolio.
Reportable segments are identified with reference to investment ‘pools’ which are used by
management to organise the asset allocation and performance measurement of the business.
The pools are quoted equity (Public Companies), private companies (Private Capital) and private
equity funds (Funds), with each pool exposed to different risks, and operated by different teams
according to distinct investment criteria and subject to different internal performance targets.
Profit/(loss) before tax | Total assets | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Public Companies | 11.6 | 44.1 | 952.2 | 964.7 |
Private Capital 1 | 111.0 | 30.5 | 954.7 | 870.7 |
Funds | 44.7 | 19.5 | 940.9 | 897.3 |
Investment portfolio | 167.3 | 94.1 | 2,847.8 | 2,732.7 |
Other investments 2 | (1.3) | 2.5 | (1.4) | 10.9 |
Total net investment income/investments | 166.0 | 96.6 | 2,846.4 | 2,743.6 |
Cash and cash equivalents | 3.7 | 9.9 | 90.0 | 151.3 |
Other items | (33.6) | (39.7) | 59.2 | 63.1 |
Reportable total | 136.1 | 66.8 | 2,995.6 | 2,958.0 |
1. Private Capital’s investment in Stonehage Fleming was classified as an asset held for sale at 31 March 2026.
2. Other investments total assets included -£1.4m of non-pool provisions (31 March 2025: £10.9m of non-pool investments).
| UK | US | Other | Total | |
| £m | £m | £m | £m | |
| 2026 | ||||
Total net investment income | 48.6 | 170.2 | (52.8) | 166.0 |
Non-current assets | 37.5 | – | – | 37.5 |
| 2025 | ||||
Total net investment income | (78.1) | 103.1 | 71.6 | 96.6 |
Non-current assets | 37.9 | – | – | 37.9 |
Caledonia Investments plc Annual Report 2026
130Strategic report Governance Financial statements Other information
Notes to the financial statements continued
| Group | ||
| 2026 | 2025 | |
| £m | £m | |
Short-term employee benefits | 2.9 | 2.8 |
Equity compensation benefits | 0.7 | 1.1 |
3.6 | 3.9 |
2026 | 2025 | |||
| Amount of | Balance at | Amount of | Balance at | |
| transactions | year end | transactions | year end | |
| £m | £m | £m | £m | |
| Comprehensive income items | ||||
Dividends receivable on equity shares | 11.8 | – | 17.5 | – |
Interest receivable | 1.6 | – | 3.0 | – |
Management fees payable | (30.0) | (10.0) | (32.6) | (12.6) |
Interest payable | (0.1) | – | (0.1) | – |
Taxation received | 2.0 | – | 0.9 | – |
Taxation paid | – | – | (2.8) | – |
| Financial position items | ||||
Capital contributed | – | – | (31.4) | – |
Investment loans | (7.4) | 24.3 | (34.9) | 31.7 |
Loans receivable | (2.5) | 28.0 | (5.0) | 30.5 |
Loans payable | 8.9 | (2.5) | 8.9 | (11.4) |
2026 | 2025 | |||
| Amount of | Balance at | Amount of | Balance at | |
| transactions | year end | transactions | year end | |
| £m | £m | £m | £m | |
Directors’ fees 1 | 0.1 | – | 0.1 | – |
Dividends receivable on equity shares | 4.1 | – | 2.7 | – |
Caledonia Investments plc Annual Report 2026
131Strategic report Governance Financial statements Other information
Notes to the financial statements continued
20. Operating leases
Leases as lessor
The group leases out its investment property under operating leases (note 9). The future minimum
lease receipts under non-cancellable leases were as follows:
| Group | ||
| 2026 | 2025 | |
| £m | £m | |
Less than one year | 0.9 | 0.9 |
Between one and five years | 0.7 | 0.3 |
1.6 | 1.2 |
During the year ended 31 March 2026, £0.7m (2025: £0.7m) was recognised as income in the
statement of comprehensive income in respect of operating leases.
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
| Investments | ||||
Contracted but not called | 346.1 | 415.9 | 346.1 | 415.9 |
| Loan facilities | ||||
Committed but undrawn | – | – | 12.0 | 9.5 |
346.1 | 415.9 | 358.1 | 425.4 |
23. Financial instruments
Financial instruments comprise securities and other investments, cash balances, borrowings and
receivables and payables that arise from operations. The investment portfolio includes listed and
unlisted equity investments, debt instruments and investments in funds that are intended to be
held for the long term.
Caledonia Investments plc Annual Report 2026
132Strategic report Governance Financial statements Other information
Notes to the financial statements continued
23. Financial instruments continued
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Listed and unlisted investments | 2,824.5 | 2,727.3 | 2,832.0 | 2,732.6 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Increase in prices | 282.5 | 272.7 | 283.2 | 273.3 |
Decrease in prices | (282.5) | (272.7) | (283.2) | (273.3) |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Cash and cash equivalents | 22.4 | 23.1 | 22.1 | 22.9 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Pound sterling depreciates (weakens) | 1.5 | 1.9 | 1.5 | 1.9 |
Pound sterling appreciates (strengthens) | (1.9) | (1.6) | (1.8) | (1.6) |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
| Floating rate | ||||
Investments in debt instruments | 21.9 | 16.3 | 21.9 | 16.3 |
Cash and cash equivalents | 90.0 | 151.3 | 85.7 | 148.5 |
Caledonia Investments plc Annual Report 2026
133Strategic report Governance Financial statements Other information
Notes to the financial statements continued
23. Financial instruments continued
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Decrease in interest rates | (0.5) | (0.7) | (0.4) | (0.7) |
Increase in interest rates | 0.5 | 0.7 | 0.4 | 0.7 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Investments in debt instruments | 21.9 | 16.3 | 21.9 | 16.3 |
Operating and other receivables | 8.7 | 10.3 | 5.6 | 36.9 |
Cash and cash equivalents | 90.0 | 151.3 | 85.7 | 148.5 |
120.6 | 177.9 | 113.2 | 201.7 |
| Group | ||
| 2026 | 2025 | |
| Credit rating | £m | £m |
AAAm 1 | 85.1 | 141.5 |
A+/A- 1 | 4.9 | 9.8 |
90.0 | 151.3 |
Caledonia Investments plc Annual Report 2026
134Strategic report Governance Financial statements Other information
Notes to the financial statements continued
23. Financial instruments continued
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
| Investments held at fair value | ||||
Level 1 | 952.2 | 964.7 | 952.2 | 964.7 |
Level 2 | 18.1 | 14.4 | 18.0 | 14.4 |
Level 3 | 1,876.1 | 1,764.5 | 1,883.7 | 1,769.8 |
2,846.4 | 2,743.6 | 2,853.9 | 2,748.9 |
Group | Company | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Balance at the year start | 1,764.5 | 1,737.1 | 1,769.8 | 1,742.4 |
Purchases | 123.8 | 213.5 | 123.8 | 213.5 |
Disposal proceeds | (115.0) | (203.9) | (115.0) | (203.9) |
Gains and losses on investments sold in the year | 14.2 | 56.2 | 14.2 | 56.2 |
Gains and losses on investments held at the year end | 86.0 | (40.6) | 88.3 | (40.6) |
Accrued income | 2.6 | 2.2 | 2.6 | 2.2 |
Balance at the year end | 1,876.1 | 1,764.5 | 1,883.7 | 1,769.8 |
Caledonia Investments plc Annual Report 2026
135Strategic report Governance Financial statements Other information
Notes to the financial statements continued
23. Financial instruments continued
| Weighted | Input | Change in | |||
| Fair value | Unobservable | average | sensitivity | valuation | |
| Description/ valuation method | £m | input | input | +/- | +/- £m |
| Internally developed | |||||
| Private companies | |||||
Large, earnings | 357.5 | EBITDA multiple | 11.8x | 10.0% | +41.9/-43.4 |
Small and medium, blend of methods | 111.4 | Various | +12.2/- | 9.3 | |
Transaction | 279.3 | Discount | 3.5% | -2.1%/+1.4% | +2.1/-4.1 |
Net assets/manager valuation | 206.5 | Multiple | 1 | 0.1x | +/-20.6 |
954.7 | +76.8/-77.4 | ||||
Non-pool companies | (1.4) | ||||
Total internal | 953.3 | ||||
| Externally developed | |||||
| Private equity fund | |||||
Net asset value | 922.8 | Manager NAV | 1 | 5% | +/-46.1 |
1,876.1 | +122.9/-123.5 |
| Input | Change in | ||||
| Fair value | Unobservable | Weighted | sensitivity | valuation | |
| Description/ valuation method | £m | input | average input | +/- | +/- £m |
| Internally developed | |||||
| Private companies | |||||
Large, earnings | 555.5 | EBITDA multiple | 12.5x | 10.0% | +56.2/-59.8 |
Small and medium, blend of methods | 67.5 | Various | +6.8/-7.5 | ||
Transaction | 55.0 | 1 | 5% | +/-2.8 | |
Net assets/manager valuation | 192.7 | Multiple | 1 | 0.1x | +/-19.3 |
870.7 | +85.1/-89.4 | ||||
Non-pool companies | 10.9 | ||||
Total internal | 881.6 | ||||
| Externally developed | |||||
| Private equity fund | |||||
Net asset value | 882.9 | Manager NAV | 1 | 5% | +/-44.1 |
1,764.5 | +129.2/-133.5 |
Caledonia Investments plc Annual Report 2026
136Strategic report Governance Financial statements Other information
Notes to the financial statements continued
23. Financial instruments continued
| EV range | Valuation | |||
Investment | Category | £m | Valuation technique | £m |
Stonehage Fleming | Utilise transaction price | >200m | Discounted price | 279.3 |
AIR-serv | Large, internally developed | >200m | Earnings | 215.0 |
Cobehold | Utilise external valuation | N/A | Net assets | 206.5 |
Butcombe | Large, internally developed | >200m | Earnings | 142.5 |
DTM | Small and medium, internally developed | <200m | Earnings | 57.7 |
Other investments | 53.7 | |||
| 954.7 |
| EV range | Valuation | |||
Investment | Category | £m | Valuation technique | £m |
Stonehage Fleming | Large, internally developed | >200m | Earnings | 221.4 |
AIR-serv | Large, internally developed | >200m | Earnings | 197.7 |
Cobehold | Utilise external valuation | N/A | Net assets | 192.7 |
Butcombe | Large, internally developed | >200m | Earnings | 136.5 |
DTM | Utilise transaction price | N/A | Transaction | 55.0 |
Cooke Optics | Small and medium, internally developed | <200m | Blended method | 44.1 |
Other investments | 23.3 | |||
| 870.7 |
Caledonia Investments plc Annual Report 2026
137Strategic report Governance Financial statements Other information
Notes to the financial statements continued
23. Financial instruments continued
24. Share-based payments
The company operates a number of equity-settled compensation schemes for its employees, the
main ones being:
• a share incentive plan (‘SIP’), which is in place for all employees encouraging wide share ownership
across employees;
• a performance share scheme that entitles senior employees to receive options over the company’s
shares, which are exercisable subject to service and performance conditions. For nil-cost option
awards granted in 2015 onwards, one-third of the shares comprised in the awards may be
exercised after three years and two-thirds after five years; and
• a deferred bonus plan, under which senior employees compulsorily defer part of their annual
bonus, being any bonus in excess of 50% of their basic salary for the bonus year, into shares.
The terms and conditions of the grants outstanding were as follows, whereby all grants are settled
by physical delivery of shares:
Grant date | Entitlement | Vesting conditions | Number of shares |
| Share incentive plan awards | |||
27.06.25 | Free shares | Note 2 | 31,328 |
Monthly | Matching shares | Note 2 | 21,453 |
| 52,781 | |||
| Performance share scheme awards | |||
21.07.17 | Award grant to senior staff | Note 1 | 9,230 |
30.05.18 | Award grant to senior staff | Note 1 | 9,980 |
31.05.19 | Award grant to senior staff | Note 1 | 11,450 |
04.08.20 | Award grant to senior staff | Note 1 | 437,390 |
04.06.21 | Award grant to senior staff | Note 1 | 1,130,440 |
30.05.22 | Award grant to senior staff | Note 1 | 1,020,970 |
25.11.22 | Award grant to senior staff | Note 1 | 37,730 |
30.05.23 | Award grant to senior staff | Note 1 | 1,867,410 |
24.11.23 | Award grant to senior staff | Note 1 | 196,650 |
28.05.24 | Award grant to senior staff | Note 1 | 2,279,120 |
29.11.24 | Award grant to senior staff | Note 1 | 62,180 |
30.05.25 | Award grant to senior staff | Note 1 | 2,377,410 |
| 9,439,960 | |||
| Deferred bonus awards to senior staff | |||
30.05.23 | Compulsory award | Note 2 | 19,760 |
28.05.24 | Compulsory award | Note 2 | 292,240 |
30.05.25 | Compulsory award | Note 2 | 132,600 |
| 444,600 | |||
1. Three/five years of service with vesting on a graduated basis from 10% to 100% for annualised NAV total return of 3%
to 10% and, for investment executives, annualised pool total returns in a range of 4% to 15%, in each case measured over
three years for one-third of the award and five years for the remaining two-thirds of the award. Investment executives’
awards are measured as 80% by reference to pool total returns and 20% by reference to NAV total return, other than
Mr Cayzer-Colvin’s awards, which are 60% and 40% respectively.
2. Three years of service.
Caledonia Investments plc Annual Report 2026
138Strategic report Governance Financial statements Other information
Notes to the financial statements continued
24. Share-based payments continued
All performance share awards have a life of 10 years and all deferred bonus awards have a life of four years.
The fair value of services received in return for performance share scheme and deferred awards
granted was measured indirectly, by reference to the share price at the date of grant.
The weighted average share price at the date of exercise of share awards during the year was as follows:
| 2026 | 2025 1 | |
| p | p | |
Weighted average share price | 373.2 | 352.1 |
1. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from
5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all weighted average share price figures
have been restated for the prior year comparatives.
Under the schemes, awards were granted with service and non-market performance conditions.
Such conditions were not taken into account in the fair value measurement of the services received
at the dates of grant.
Employee expenses were as follows:
| 2026 | 2025 | |
| Years ended 31 March | £m | £m |
Performance share awards granted in 2020 | – | 0.2 |
Performance share awards granted in 2021 | 0.4 | 0.8 |
Performance share awards granted in 2022 | 0.4 | 0.8 |
Performance share awards granted in 2023 | – | 0.1 |
Performance share awards granted in 2024 | 0.4 | 1.0 |
Performance share awards granted in 2025 | 1.0 | 1.3 |
Performance share awards granted in 2026 | 1.5 | – |
Deferred bonus awards for 2021 | – | 0.1 |
Deferred bonus awards for 2022 | – | 0.5 |
Deferred bonus awards for 2024 | 0.4 | 0.3 |
Deferred bonus awards for 2025 | 0.1 | – |
4.2 | 5.1 |
25. Employee benefits
Group
| 2026 | 2025 | |
| £m | £m | |
| Non-current assets | ||
Defined benefit pension asset | 5.8 | 5.4 |
| Current liabilities | ||
Profit sharing bonus | (4.1) | (3.7) |
| Non-current liabilities | ||
National Insurance on performance shares and deferred bonus awards | (2.1) | (2.8) |
Dividends payable on performance shares and deferred bonus awards | (1.7) | (2.0) |
(3.8) | (4.8) | |
Total employee liabilities | (7.9) | (8.5) |
Caledonia Investments plc Annual Report 2026
139Strategic report Governance Financial statements Other information
Notes to the financial statements continued
25. Employee benefits continued
| 2026 | 2025 | |
| £m | £m | |
Present value of funded obligations | (40.7) | (43.5) |
Fair value of plan assets | 70.7 | 72.3 |
Present value of net assets | 30.0 | 28.8 |
Irrecoverable surplus | (24.2) | (23.4) |
5.8 | 5.4 |
| 2026 | 2025 | |
| £m | £m | |
Balance at the year start | 43.5 | 49.0 |
Service cost | – | 0.1 |
Interest cost | 2.3 | 2.3 |
| Actuarial (gain)/loss from changes: | ||
– in demographic assumptions | (0.2) | (0.8) |
– in financial assumptions | (0.8) | (4.0) |
– experience gains | (0.3) | (0.2) |
Plan amendment | – | 0.2 |
Actual benefit payments | (3.8) | (3.1) |
Balance at the year end | 40.7 | 43.5 |
| 2026 | 2025 | |
| £m | £m | |
Balance at the year start | 72.2 | 74.1 |
Interest income | 4.0 | 3.5 |
Return on plan assets less interest income | (1.3) | (2.1) |
Employer contributions | – | 0.1 |
Actual benefit payments | (3.8) | (3.1) |
Administrative expenses | (0.4) | (0.2) |
Balance at the year end | 70.7 | 72.3 |
| 2026 | 2025 | |
| £m | £m | |
Service cost | – | 0.1 |
Interest on obligations | 2.3 | 2.3 |
Interest on plan assets | (4.0) | (3.5) |
Plan amendment | – | 0.2 |
Scheme administrative expenses 1 | 0.2 | 0.2 |
(1.5) | (0.7) |
| 2026 | 2025 | |
| £m | £m | |
Actuarial gains arising from financial assumptions | 0.8 | 4.0 |
Actuarial gains arising from demographic assumptions | 0.2 | 0.8 |
Actuarial gains from experience adjustments | 0.3 | 0.2 |
Return on plan assets less interest income | (1.3) | (2.1) |
Increase in irrecoverable surplus | (0.8) | (2.6) |
Re-measurement (losses)/gains in the year | (0.8) | 0.3 |
Caledonia Investments plc Annual Report 2026
140Strategic report Governance Financial statements Other information
Notes to the financial statements continued
25. Employee benefits continued
| 2026 | 2025 | |
| £m | £m | |
Annuity | 11.9 | – |
Equities | 15.4 | 13.1 |
Bonds | 34.5 | 49.9 |
Cash | 8.9 | 9.3 |
70.7 | 72.3 |
| 2026 | 2025 | |
| % | % | |
Discount rate at the year end | 6.0 | 5.6 |
Future pension increases | 3.4 | 3.2 |
RPI price inflation | 3.4 | 3.2 |
| Obligations at | Weighted average | |
| 31 Mar 2024 | duration at 31 Mar 2026 | |
| £m | Years | |
The Caledonia Pension Scheme | 26.3 | 10 |
| The Amber Industrial Holdings plc Pension and Life | ||
Assurance Scheme | 8.0 | 9 |
| Obligations at | Weighted average | |
| 30 Sep 2022 | duration at 31 Mar 2026 | |
| £m | Years | |
The Sterling Industries Pension Scheme | 17.2 | 8 |
| 2026 | 2025 | |
| £m | £m | |
Reduction in the discount rate of 0.25% | 1.0 | 1.1 |
Increase in inflation of 0.25% | 0.6 | 0.7 |
Increase in life expectancy of one year | 1.7 | 1.8 |
Caledonia Investments plc Annual Report 2026
141Strategic report Governance Financial statements Other information
Notes to the financial statements continued
25. Employee benefits continued
Company | Class | Holding % | Registered office address |
Sports Information Services (Holdings) Ltd 1 | Ordinary | 22.6 | Unit 2 Whitehall Avenue, Kingston, |
| Milton Keynes, Buckinghamshire, | |||
| MK10 0AX | |||
Stonehage Fleming Family & Partners Ltd | Preferred | 39.8 | La Vieille Cour, La Plaiderie, St |
| A1 Ordinary | 11.5 | Peter Port, Guernsey, GY1 1WG | |
| A2 Ordinary | 1.8 |
| 2026 | 2025 | |
| £m | £m | |
Assets | 318.7 | 323.0 |
Liabilities | (192.7) | (224.7) |
Equity | 126.0 | 98.3 |
Revenue | 390.3 | 408.8 |
Profit | 26.6 | 11.9 |
| Key to | |||
| Registered | |||
Company | Class | Holding % | office |
| Caledonia Investments plc | |||
Amber 2010 Ltd 1 | Ordinary | 100.0 | 7 |
Buckingham Gate Ltd 1,2 | Ordinary | 100.0 | 7 |
Caledonia CCIL Distribution Ltd 1 | Ordinary | 100.0 | 7 |
Caledonia Financial Ltd 1 | Ordinary | 100.0 | 7 |
Caledonia Group Services Ltd 1,2 | Ordinary | 100.0 | 7 |
Caledonia Land & Property Ltd 1 | Ordinary | 100.0 | 7 |
Caledonia US Investments Ltd 1 | Ordinary | 100.0 | 7 |
Crewkerne Investments Ltd 1 | A Ordinary | 50.5 | 7 |
B Ordinary | 100.0 | ||
Easybox Self-Storage Ltd 1 | Ordinary | 100.0 | 7 |
Edinmore Investments Ltd 1 | Ordinary | 100.0 | 7 |
SISH Shareholder LLP 1 | Equity right | 100.0 | 7 |
Sterling Crewkerne Ltd 1 | Ordinary | 100.0 | 7 |
Sterling Industries Ltd 1 | Ordinary | 100.0 | 7 |
The Union-Castle Mail Steamship Co Ltd 1 | Ordinary | 100.0 | 7 |
A Ordinary | 100.0 | ||
| AIR-serv | |||
AIR-Serv Austria GmbH 3 | Ordinary | 100.0 | 8 |
AIR-Serv Belgium BV 3 | Ordinary | 100.0 | 9 |
AIR-Serv France SARL 3 | Ordinary | 100.0 | 10 |
AIR-Serv Germany GmbH 3 | Ordinary | 100.0 | 11 |
AIR-Serv Netherlands BV 3 | Ordinary | 100.0 | 12 |
AIR-Serv Portugal, Unipessoal LDA 3 | Ordinary | 100.0 | 13 |
AIR-Serv Spain SLU 3 | Ordinary | 100.0 | 14 |
AIRvending Ltd 3 | Ordinary | 100.0 | 15 |
Crossbow Bidco Ltd 3 | Ordinary | 100.0 | 15 |
Crossbow Midco Ltd 3 | Ordinary | 100.0 | 15 |
Crossbow Topco Ltd 1 | Ordinary | 99.8 | 15 |
Caledonia Investments plc Annual Report 2026
142Strategic report Governance Financial statements Other information
Notes to the financial statements continued
| Key to | |||
| Registered | |||
Company | Class | Holding % | office |
| Butcombe Group | |||
A.E. Smith & Son Ltd 4 | Ordinary | 100.0 | 16 |
A.S.B.M. Ltd 4 | Ordinary | 100.0 | 16 |
A.S.B.O. Ltd 4 | Ordinary | 100.0 | 16 |
A.S.B.T. Ltd 4 | Ordinary | 100.0 | 16 |
Aurora Hotel Ltd 4 | Ordinary | 100.0 | 16 |
Bath Street Wine Cellar Ltd 4 | Ordinary | 100.0 | 16 |
Brasserie du Centre Ltd 4 | Ordinary | 100.0 | 16 |
Bucktrout & Company Ltd 4 | Deferred | 100.0 | 17 |
Ordinary | 100.0 | ||
Preference | 100.0 | ||
Butcombe Brewery Ltd 4 | Ordinary | 100.0 | 18 |
Butcombe Brewing Company Ltd 4 | Ordinary | 100.0 | 18 |
Caesarea Hotel (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Café de Paris (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Caledonia TLG Bidco Ltd 4 | Ordinary | 100.0 | 18 |
Caledonia TLG Ltd 1 | Ordinary A | 100.0 | 16 |
Ordinary B | 1.1 | ||
Ordinary C | 75.4 | ||
Preference | 66.8 | ||
Deferred | 100.0 | ||
Caledonia TLG Midco Ltd 4 | Ordinary | 100.0 | 16 |
Captains Holdings Ltd 4 | Ordinary | 100.0 | 17 |
Channel Wines & Spirits (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Cirrus Inns Holdings Ltd 4 | Ordinary | 100.0 | 18 |
Cirrus Inns Ltd 4 | Ordinary | 100.0 | 18 |
Citann Ltd 4 | Ordinary | 100.0 | 16 |
Preference | 100.0 | ||
Cosy Corner (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Craig Street Brewing Company Ltd 4 | Ordinary | 100.0 | 16 |
Divette Holdings Ltd 4 | Ordinary | 100.0 | 17 |
| Key to | |||
| Registered | |||
Company | Class | Holding % | office |
Don Inn (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Evenstar Ltd 4 | Ordinary | 100.0 | 16 |
Exeter Hotel (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Farm Street Inns Ltd 4 | Ordinary | 100.0 | 18 |
Farmers Inn Ltd 4 | Ordinary | 100.0 | 16 |
Five Oaks Hotel Ltd 4 | Ordinary | 100.0 | 16 |
Foresters Arms (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Gimbels (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Glo’ster Vaults Ltd 4 | Ordinary | 100.0 | 16 |
Great Union Hotel (Holdings) Ltd 4 | Ordinary | 100.0 | 16 |
Great Western Hotel Ltd 4 | Ordinary | 100.0 | 16 |
Guernsey Leisure Company Ltd 4 | Ordinary | 100.0 | 17 |
Guppy’s Holdings Ltd 4 | Ordinary | 100.0 | 17 |
Guppy’s of Guernsey Ltd 4 | Ordinary | 100.0 | 17 |
Hautville Ltd 4 | Ordinary | 100.0 | 17 |
Horse & Hound (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
John Tregear Ltd 4 | Ordinary | 100.0 | 16 |
La Cave des Vins Ltd 4 | Ordinary | 100.0 | 16 |
La Rocque Enterprises Ltd 4 | Ordinary | 100.0 | 16 |
La Rocque Inn (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Lapwing (Trading) Ltd 4 | Ordinary | 100.0 | 16 |
Le Hocq Hotel Ltd 4 | Ordinary | 100.0 | 16 |
Les Garcons Ltd 4 | Ordinary | 100.0 | 17 |
Longueville Distributors Ltd 4 | Ordinary | 100.0 | 16 |
M Still Catering Ltd 4 | Ordinary | 100.0 | 18 |
Marais Hall Ltd 4 | Ordinary | 100.0 | 19 |
Mary Ann Products (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Mitre Hotel (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Nightbridge Ltd 4 | Ordinary | 100.0 | 16 |
Old Court House Hotel (St Aubin) 1972 Ltd 4 | Ordinary | 100.0 | 16 |
Parade Hotel (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
27. Subsidiaries continued
Caledonia Investments plc Annual Report 2026
143Strategic report Governance Financial statements Other information
Notes to the financial statements continued
| Key to | |||
| Registered | |||
Company | Class | Holding % | office |
| Butcombe Group continued | |||
Peirson (1971) Ltd 4 | Ordinary | 100.0 | 16 |
Puffin NewCo Ltd 4 | Ordinary | 100.0 | 16 |
Red Lion Ltd 4 | Ordinary | 100.0 | 16 |
Robin Hood (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
S.L. Ltd 4 | Ordinary | 100.0 | 16 |
Ship Holdings Ltd 4 | Ordinary | 100.0 | 17 |
Square Ltd 4 | Ordinary | 100.0 | 16 |
St John’s Hotel Ltd 4 | Ordinary | 100.0 | 16 |
Stag Hotel (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Sussex Hotel Ltd 4 | Ordinary | 100.0 | 16 |
The Guernsey Brewery Co (1920) Ltd 4 | Ordinary | 100.0 | 17 |
Preference | 100.0 | ||
The Independent Brewing Company Ltd 4 | Ordinary | 100.0 | 16 |
The Liberation Group Ltd 4 | Ordinary | 100.0 | 16 |
The Liberation Group UK Ltd 4 | Ordinary | 100.0 | 18 |
The Liberation Pub Company (Guernsey) Ltd 4 | Ordinary | 100.0 | 17 |
The Liberation Pub Company (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
The Post Horn Ltd 4 | Ordinary | 100.0 | 16 |
The Royal Oak Inn Trading Ltd 4 | Ordinary | 100.0 | 18 |
Trafalgar Hotel (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Union Inn (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Victor Hugo Ltd 4 | Ordinary | 100.0 | 16 |
Victoria (Valley) Ltd 4 | Ordinary | 100.0 | 16 |
Victoria Hotel (Jersey) Ltd 4 | Ordinary | 100.0 | 16 |
Wellington Hotel Ltd 4 | Ordinary | 100.0 | 16 |
Wests Cinemas Ltd 4 | Ordinary | 100.0 | 16 |
White Hart Ltd 4 | Ordinary | 100.0 | 17 |
| Key to | |||
| Registered | |||
Company | Class | Holding % | office |
| Cooke Optics | |||
Chaplin Bidco Ltd 5 | Ordinary | 100.0 | 20 |
Chaplin Midco Ltd 5 | Ordinary | 100.0 | 20 |
Chaplin Topco Ltd 1 | A Ordinary | 100.0 | 20 |
B Ordinary | 75.3 | ||
C Ordinary | 98.6 | ||
Cooke Optics Inc. 5 | Ordinary | 100.0 | 21 |
Cooke (Shanghai) Optics Technology Co Ltd 5 | Ordinary A | 100.0 | 22 |
Cooke Optics (Hong Kong) Ltd 5 | Ordinary | 100.0 | 23 |
Cooke Optics (India) Private Ltd 5 | Ordinary | 100.0 | 24 |
Cooke Optics Ltd 5 | Ordinary | 100.0 | 20 |
27. Subsidiaries continued
Caledonia Investments plc Annual Report 2026
144Strategic report Governance Financial statements Other information
Notes to the financial statements continued
| Key to | |||
| Registered | |||
Company | Class | Holding % | office |
| Direct Tyre Management | |||
Clan Rock Bidco Ltd 6 | Ordinary | 100.0 | 25 |
Clan Rock Midco Ltd 6 | Ordinary | 100.0 | 25 |
Clan Rock Topco Ltd | Ordinary | 98.7 | 25 |
Direct Tyre Management Ltd 6 | Ordinary | 100.0 | 25 |
Direct Tyre Sales Ltd 6 | Ordinary | 100.0 | 25 |
DTM Holdings Ltd 6 | Ordinary | 100.0 | 25 |
Project Lafite Bidco Ltd 6 | Ordinary | 100.0 | 25 |
Project Lafite Topco Ltd 6 | Ordinary | 100.0 | 25 |
Tyreforce NW Ltd 6 | Ordinary | 100.0 | 25 |
Tyre Plus Durham Ltd 6 | Ordinary | 100.0 | 25 |
27. Subsidiaries continued
Caledonia Investments plc Annual Report 2026
145Strategic report Governance Financial statements Other information
Thoughtful
&
su stained
WHAT’S IN OTHER INFORMATION?
Company performance record 147
Investments summary 147
Glossary of terms and alternative performance measures 148
Valuation methodology 150
Information for investors 152
Directors and advisers 153
Other information
Bringing together supporting disclosures,
definitions and reference information to
aid understanding of our performance,
valuations and governance.
Caledonia Investments plc Annual Report 2026
146
Strategic report
Governance
Financial statements
Other information
Company performance record
(unaudited)
The 10-year record of the company’s financial performance is as follows:
Rolling 10 years annualised
Profit/(loss)
for the year
£m
Diluted
earnings
per share
2
p
Annual
dividend
1,2
p
Net
assets
£m
Diluted NAV
per share
2
p
Share
price
2
p
Total share-
holder return
%
FTSE
All-Share
Total Return
%
2017 290.1 51.8 5.480 1,899 339.5 275.0 5.2 5.7
2018 26.5 4.7 5.700 1,837 328.5 265.0 5.3 6.7
2019 198.2 35.5 5.930 2,002 358.2 298.0 11.6 11.1
2020 (172.5) (31.5) 6.110 1,787 323.6 243.5 6.7 4.4
2021 4 67.6 83.8 6.290 2,225 400.0 264.5 7.1 6.0
2022 611.3 110.2 6.480 2,783 504.1 354.0 11.9 7.2
2023 144.0 25.9 6.740 2,798 506.8 339.0 9.5 5.8
2024 203.4 36.9 7.040 2,965 536.9 328.0 8.6 5.8
2025 66.9 12.1 7.360 2,932 547.5 354.0 7.5 6.2
2026 135.1 25.5 7.684 2,980 56 7.6 321.0 6.3 8.7
1. Annual dividends are stated in relation to the year’s results from which they were paid. Dividends for 2017 and 2022
exclude the special dividend of 10.0p and 17.5p.
2. On 25 July 2025, the company executed a 10:1 sub-division of its ordinary shares which reduced the nominal value from
5p to 0.5p. As a result of the increased number of ordinary shares now in issue, all earnings, dividend and NAV per share
figures and share price have been restated for the prior year comparatives.
Investments summary
(unaudited)
Holdings over 1% of net assets at 31 March 2026
Name Pool Geography Business
Value
£m
Net
assets
%
Stonehage Fleming Private Capital Chan Is. Family office services 279.3 9.4
AIR-serv Europe Private Capital UK Forecourt vending 215.0 7.2
Cobepa Private Capital Europe Investment company 206.5 6.9
Butcombe Group Private Capital Chan Is. Pubs, bars & inns 142.4 4.8
Philip Morris Public Companies US Tobacco & smoke-free products 88.1 3.0
De Cheng funds Funds Asia Private equity funds 76.9 2.6
Texas Instruments Public Companies US Semiconductors 76.2 2.6
Axiom Asia funds Funds Asia Funds of funds 69.9 2.3
HighVista funds Funds US Funds of funds 67.7 2.3
Microsoft Public Companies US Software 65.8 2.2
Watsco Public Companies US Ventilation products 64.3 2.1
Direct Tyre Management Private Capital UK Tyre management services 57.7 1.9
Fastenal Public Companies US Industrial supplies 48.8 1.6
Hill & Smith Public Companies UK Infrastructure 46.4 1.6
Charles Schwab Public Companies US Investment management 43.5 1.5
Moody’s Corporation Public Companies US Financial services 43.0 1.4
Unicorn funds Funds Asia Funds of funds 41.8 1.4
Thermo Fisher Scientific Public Companies US Pharma and life sciences services 41.7 1.4
Oracle Public Companies US Software 41.6 1.4
Croda International Public Companies UK Chemicals 37.4 1.3
Spirax Sarco Public Companies UK Steam engineering 34.3 1.1
Vance Street funds Funds US Private equity funds 32.9 1.1
Asia Alternatives funds Funds Asia Funds of funds 32.5 1.1
Ironbridge funds Funds US Private equity funds 30.3 1.0
American Industrial
Partners Funds US Private equity funds 28.9 1.0
Other assets 934.9 31.4
Investment portfolio 2,847.8 95.6
Cash and other net assets 132.2 4.4
Net assets 2,980.0 100.0
Caledonia Investments plc Annual Report 2026
147Strategic report Governance Financial statements Other information
Glossary of terms and alternative performance measures
(unaudited)
Alternative performance measures (‘APMs’)
APMs are not prescribed by accounting standards but are industry-specific performance
measures which help users of the annual accounts and financial statements to better interpret
and understand performance.
Terms in this glossary identified as APMs have been highlighted by the symbol:
APM
Discount
Ordinary shares are quoted on the stock market and can trade at a discount to the NAV of the
company. The following discount applied to the shares:
2026
£m
2025
£m
Share price (b) 321.0p 354.0p
Diluted NAV per share (a) 567.6p 547.5p
Discount ((a-b)/a) (expressed as a percentage) 43.4% 35.3%
Distributable profits
Distributable profits include profits distributable under the Companies Act 2006 and include
distributable reserves, being realised revenue and capital profits, less any unrealised losses
in excess of unrealised profits.
2026
£m
2025
£m
Retained earnings 56.2 104.5
Distributable capital gains and losses 2,493.3 2,487.0
2,549.5 2,591.5
Dividend cover
Dividend cover is the ratio of net revenue (as defined below) to the annual dividend payable
(excluding special dividends) to shareholders out of profits for the year. It helps to indicate the
sustainability of annual dividends.
2026
£m
2025
£m
Net revenue (b) 40.4 30.9
Dividend payable (a) 39.9 38.7
Dividend cover ((b)/a) (expressed as a percentage) 101% 80%
Ex-dividend date
The date immediately preceding the record date (as described below) for a given dividend.
Shareholders who acquire their shares on or after the ex-dividend date will not be eligible
to receive the relevant dividend.
Investment and pool returns
APM
The company uses the Modified Dietz method as a measure of the performance of an investment or
investment pool over a period. This method divides the gain or loss in value plus any income, less any
capital cash flows, by the average capital invested over the period of measurement. Average capital
takes into account the timing of individual cash flows.
Net assets
Net assets provides a measure of the value of the company to shareholders and is taken from the
IFRS group net assets.
Net asset value per share (‘NAVPS’)
APM
NAV is a measure of the value of the company, being its assets – principally investments made in
other companies and cash held minus any liabilities. NAV per share is calculated by dividing net
assets by the number of shares in issue, adjusted for shares held by The Employee Share Trust, The
2024 Employee Benefit Trust and free and matching shares held by the trustees of The Caledonia
Investments Share Incentive Plan on behalf of employees and for dilution by the exercise of
outstanding share awards and withdrawal of free and matching share incentive plan awards.
NAV takes account of dividends payable on the ex-dividend date.
See financial statements note 17.
NAV total return (‘NAVTR’)
APM
NAVTR is a measure of how the NAV per share has performed over a period, considering both
capital returns and dividends paid to shareholders. NAVTR is calculated as the increase in NAV
per share between the beginning and end of the period, plus accretion from the assumed dividend
reinvestment in the period. We use this measure as it enables comparisons to be drawn against
an investment index in order to benchmark performance. The result is plotted on page 22 and the
calculation follows the method prescribed by the Association of Investment Companies (‘AIC’).
See financial statements note 17.
2026 2025
Closing diluted NAV per share (p) 567.6p 547.5p a
Dividends paid out (p) 9.1p 7.1p b
Effect of re-investing dividends (p) 0.4p – c
Adjusted diluted NAV per share (p) 577.1p 544.6p d=a+b+c
Opening diluted NAV per share (p) 547.5p 536.9p e
NAV total return (%) 5.4% 3.3% =(d/e)-1
Caledonia Investments plc Annual Report 2026
148Strategic report Governance Financial statements Other information
Glossary of terms and alternative performance measures continued
(unaudited)
Net revenue profit
APM
Net revenue profit comprises income from investments less management expenses, financing costs
and tax. Net revenue profit comprises the revenue column presented in the group statement of
comprehensive income on page 112 and differs from total comprehensive income in excluding gains
and losses on investments and other items of a capital nature. The separation of revenue and capital
profits and losses is required by the AIC SORP as of fundamental importance to shareholders and
other users of the financial statements of investment trust companies.
Ongoing charges
APM
The total of investment management fees and other expenses as shown in the income statement,
as a percentage of the average monthly net asset value, following the guidance provided by the AIC.
Expense items included in the ongoing charges calculation comprise recurring costs relating to
the operation of the company. Ongoing charges exclude transaction costs, external performance
fees and share-based payment expenses, which are directly linked to investment performance, and
re-measurement of defined benefit pension schemes, also linked to market movements. Share-based
payments comprise awards under the company’s performance share scheme, which vest subject
to achieving NAVTR targets, as well as service requirements, plus deferred bonus awards which
arise from annual bonus awards over 50% of basic salary, which also relate to the company’s
investment performance.
2026
£m
2025
£m
Management expenses (a) 24.6 25.9
Annualised average net assets (b) 2,950.1 2,960.5
Ongoing charges (a)/(b) (expressed as a percentage) 0.83% 0.87%
Annualised average net assets:
2026 £m 2025 £m
April 2025 2,873.1 April 2024 2,937.2
May 2025 2,902.8 May 2024 2,963.1
June 2025 2,886.8 June 2024 2,946.1
July 2025 2,957.8 July 2024 2,978.7
August 2025 2,928.2 August 2024 2,946.8
September 2025 3,011.7 September 2024 2,917.7
October 2025 3,025.4 October 2024 2,950.3
November 2025 2,986.9 November 2024 3,004.5
December 2025 2,932.0 December 2024 2,963.4
January 2026 2,940.6 January 2025 3,007.1
February 2026 2,976.2 February 2025 2,978.9
March 2026 2,980.0 March 2025 2,931.6
Average 2,950.1 Average 2,960.5
Record date
The cut-off date on which a shareholder needs to be beneficially entitled to a share on the company’s
share register in order to qualify for a forthcoming dividend.
Total Shareholder Return (‘TSR’)
APM
TSR measures the return to shareholders, taking into account the change in share price over a
period of time as well as all the dividends paid during that period. It is assumed that the dividends
are reinvested at the time the shares are quoted ex dividend.
Caledonia Investments plc Annual Report 2026
149Strategic report Governance Financial statements Other information
Valuation methodology
Investments are measured at the directors’ estimate of fair value at the reporting date, in accordance
with IFRS 13 Fair Value Measurement. Fair value is the price that would be received to sell an asset
in an orderly transaction between market participants at the measurement date.
Publicly traded securities
Listed investments in an active market are valued based on the closing bid price on the relevant
exchange on the reporting date. When a bid price is unavailable, the price of the most recent
transaction will normally be used.
Unquoted securities
Caledonia’s valuation methodology for unquoted securities is derived from the International Private
Equity and Venture Capital (‘IPEV’) Valuation Guidelines (December 2025) which supersedes
previous guidance.
Unquoted companies
Unquoted company investments are valued by applying an appropriate valuation technique, which
makes maximum use of market-based information, is consistent with models generally used by
market participants and is applied consistently from period to period, except where a change would
result in a better estimation of fair value.
The value of an unquoted company investment is generally crystallised through the sale or flotation
of the entire business, rather than the sale of an individual instrument. Therefore, the estimation of fair
value is based on the assumed realisation of the entire enterprise at the reporting date. Recognition
is given to the uncertainties inherent in estimating the fair value of unquoted companies and
appropriate caution is applied in exercising judgements and in making the necessary estimates.
The valuation methodology applies the following steps:
1. determine the enterprise value using an appropriate valuation technique
2. adjust the enterprise value for factors that a market participant would take into account,
such as surplus assets, excess liabilities and other contingencies
3. deduct the value of instruments ranking ahead of those held to derive the attributable value
4. apportion the attributable value between the remaining financial instruments
5. allocate the amounts derived according to the holding in each financial instrument.
Valuation methods
Enterprise value is normally determined using one of the following valuation methodologies:
Multiples
This methodology involves the application of an earnings multiple to the maintainable earnings
of the business and is likely to be appropriate for an investment in an established business with
an identifiable stream of continuing earnings.
Maintainable earnings are assessed using the latest available financial data. Earnings and balance
sheet data are adjusted, where appropriate, for exceptional or non-recurring items and an average
of more than one year’s earnings may be used to estimate maintainable earnings for cyclical or
volatile businesses.
The earnings multiple used is most commonly earnings before interest, tax, depreciation and
amortisation (‘EBITDA’) and is determined by reference to market-based multiples appropriate
for the business. Where possible, an average of several appropriate market multiples will be used.
The aim is to identify comparator companies that are similar in terms of risk and growth prospects
to the company being valued. The transaction multiples of similar comparator unquoted companies
may also be considered in determining the earnings multiple.
Multiples of comparable companies may be adjusted individually or in aggregate to reflect points
of difference between the comparators and the company being valued, with reference to the risk
profile and earnings growth prospects that underpin the earnings multiple. Risk arises from a range
of factors, including the nature of the company’s operations, markets, competitive position, quality
of management and employees and capital structure. Other reasons for adjustment may include the
size and diversity of the entity, the rate of growth of earnings, reliance on key employees, diversity
of products and customer base, and the level of borrowing. Adjustment will also be considered to
the extent that a prospective acquirer would take account of additional risks associated with holding
an unquoted share, including their ability to drive a realisation at will.
Net assets
The net assets methodology is likely to be appropriate for a business whose value derives mainly
from the underlying value of its assets rather than its ongoing earnings, such as a property holding
company or an investment business. It may also be appropriate for a business that is not making an
adequate return on assets and for which a greater value can be realised by liquidating the business
and selling its assets. A third-party valuation may be used to give the fair value of a certain asset or
group of assets, most commonly property assets.
Caledonia Investments plc Annual Report 2026
150Strategic report Governance Financial statements Other information
Valuation methodology continued
Indicative offers
We regularly receive indications of interest from potential acquirers for our private capital assets,
either as part of a structured sale process or in the form of a direct approach. Where we judge it
appropriate, the insight gained from such approaches is incorporated into the data sets used in arriving
at valuations. Where there is an offer from a credible buyer or buyers, and there is an intention to
advance discussions, our practice is to consider fair values derived from an indicative enterprise value
based on offers received with an appropriate discount applied. Discounts aim to reflect the unique
uncertainty associated with the execution of each transaction and are normally in a range of 5-20%.
Calibration and backtesting
When the price of an initial investment is deemed fair value (which is generally the case if the
investment is considered an orderly transaction), the valuation techniques that are expected to
be used to estimate fair value in the future are calibrated by using market inputs at the date the
investment was made. Calibration validates that the valuation techniques using contemporaneous
market inputs will generate fair value at inception and therefore give confidence that subsequent
valuations using updated market inputs will generate fair value at each future measurement date.
Backtesting enables the valuer to understand any substantive differences that legitimately occur
between the exit price and the previous fair value assessment, by applying the information known
at exit to the previous valuation technique. Backtesting is used to help refine the valuation process.
Fund interests
Fund interests refer to participations in externally managed investment vehicles that invest in a wider
range of assets than is feasible for an individual investor to value separately.
Open-end funds, including investment companies with variable capital, typically report regular net
asset values, which usually provide a reliable basis to estimate fair value. Management periodically
assesses whether reported net asset values are fair value based through consideration of a range
of information, including but not limited to underlying valuation methodologies, governance and
assurance frameworks, and correspondence with third-party managers. If the price reported by
the fund is not available at the reporting date, the latest available price is used and may be adjusted
to take account of changes or events to the reporting date, if material.
Closed-end funds include unlisted investment companies and limited partnerships. For these
investments, the fair value estimate is based on a summation of the estimated fair value of the
underlying investments (‘fund NAV’) attributable to the investor. Fund NAV may be used where there
is evidence that the valuation is derived using fair value principles. Fund NAV reports are normally
received some time after the reporting date, typically two or three months, but sometimes up to six
months. The latest available fund NAV will normally provide the basis of a fair value estimate, adjusted
for subsequent investments and realisations. Adjustment may also be necessary for features of the
fund agreement not captured in the valuation report, such as performance fees or carried interest.
The timing of fund NAV reports creates a risk of changes or events occurring between the fund NAV
and reporting dates, which impacts valuation. This issue is monitored carefully and, if of a material
nature, can lead to adjustments either at the specific fund level or more broadly across the relevant
funds affected by the identified change or event. If a decision has been made to sell the fund interest
or portion thereof, the expected sale price would normally provide the best estimate of fair value.
Other investments
Other investments include preference shares, loan notes or facilities, options, warrants and treasury
instruments that are not publicly traded and do not form part of an investment in an unlisted
company. For such investments, appropriate valuation techniques are adopted and used consistently.
Environmental, Social and Governance factors
Environmental, Social and Governance (‘ESG’) factors, both quantitative and qualitative, may impact
fair value. Our fair estimates therefore incorporate ESG initiatives and the ESG regulatory environment
to the extent they are known or knowable.
Caledonia Investments plc Annual Report 2026
151Strategic report Governance Financial statements Other information
Information for investors
Registrar
Our Registrar is:
MUFG Corporate Markets (‘MUFG’)
Central Square
29 Wellington Street
Leeds
LS1 4DL
Shareholder enquiries: (open 9.00am to 5.30pm)
0371 664 0300 or +44 371 644 0300 if calling
from overseas.
Share dealing service: (open 8.00am to 4.30pm)
0371 664 0445 or +44 371 664 0445 if calling
from overseas.
Calls to 0371 are charged at the standard
geographic rate and will vary by provider.
Calls outside the United Kingdom are charged
at the applicable international rate.
MUFG also provide an online service, Signal
Shares, through which you can view your
shareholding details, transaction and dividend
histories, change your address, bank mandate
and electronic communication preference and
use the online proxy voting service. Signal
Shares is available at www.signalshares.com.
Electronic communications
You may elect to receive communications from
the company electronically via our website as
an alternative to receiving hard copy accounts
and circulars. If you would like to change your
communication preference, you may do so at
www.signalshares.com or by writing to MUFG
at FREEPOST SAS, MUFG Corporate Markets,
Central Square, 29 Wellington Street, Leeds,
LS1 4DL (if you are a UK based shareholder) or to
SAS, MUFG Corporate Markets, Central Square,
29 Wellington Street, Leeds, LS1 4DL. No stamp
is required for letters from UK shareholders.
Share price information
The company’s ordinary shares are listed on the
London Stock Exchange under the SEDOL code
of BTNQ8K3 or TIDM code of CLDN. Prices are
published daily in the Financial Times under the
‘Investment Companies’ heading and in other
leading newspapers and can also be viewed
on the company’s website at caledonia.com.
The ISIN for Caledonia’s ordinary shares
is GB00BTNQ8K38.
Financial calendar
Final dividend ex-dividend date 2 July 2026
Final dividend record date 3 July 2026
Annual general meeting 15 July 2026
Final dividend payment date 6 August 2026
Half-year results
announcement November 2026
Anticipated interim
dividend payment date January 2027
2027 Annual results
announcement May 2027
2027 Annual report publication May 2027
Monthly net asset value
The company releases a net asset value
announcement and publishes a factsheet
shortly after each month end. These can
be found on the company’s website at
caledonia.com.
ShareGift
We support ShareGift, the charity share
donation scheme (registered charity number
1052686). Through ShareGift, shareholders
who have only a small number of shares,
which might be considered uneconomic
to sell, are able to donate them to charity.
Donated shares are aggregated and sold by
ShareGift, the proceeds being passed on to a
wide range of UK charities. See sharegift.org
or call +44 20 7930 3737 for further details.
Boiler room and other scams
Investment and pension scams are often
sophisticated and difficult to spot. Shareholders
are advised to be wary of any unexpected
offers received by email, post or telephone and
to check the Financial Conduct Authority’s
Warning List if any unsolicited communication
is received. Visit fca.org.uk/scamsmart for
more information.
Caledonia Investments plc Annual Report 2026
152Strategic report Governance Financial statements Other information
Directors and advisers
Chair
David C Stewart
2,3
Executive directors
Mathew S D Masters (Chief Executive Officer)
Robert W Memmott (Chief Financial Officer)
Jamie M B Cayzer-Colvin
Non-executive directors
Farah A Buckley
1,2,3,4
The Hon Charles W Cayzer
2
Guy B Davison
1,2,4
M Anne Farlow
1,2,3,4
Claire L Fitzalan Howard
2,3,4
Michael G A McLintock
2,4
William P Wyatt
2
Secretary
Richard Webster
Registered office
Cayzer House
30 Buckingham Gate
London SW1E 6NN
Registered number
Registered in England no 235481
Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Brokers
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Peel Hunt LLP
7
th
Floor
100 Liverpool Street
London EC2M 2AT
Solicitors
Freshfields LLP
100 Bishopsgate
London EC2P 2SR
1. Member of the Audit and Risk Committee.
2. Member of the Nomination Committee.
3. Member of the Remuneration Committee.
4. Member of the Governance Committee.
Caledonia Investments plc Annual Report 2026
153Strategic report Governance Financial statements Other information
Notes
Caledonia Investments plc Annual Report 2026
154Strategic report Governance Financial statements Other information
Notes
Caledonia Investments plc Annual Report 2026
155Strategic report Governance Financial statements Other information
Notes
Caledonia Investments plc Annual Report 2026
156Strategic report Governance Financial statements Other information
This report is printed on paper certified in accordance with the FSC®
(Forest Stewardship Council®) and is recyclable and acid-free.
Pureprint Group is FSC certified and ISO 14001 certified showing that it is
committed to all-round excellence and improving environmental performance
is an important part of this strategy. Pureprint Group aims to reduce at source
the effect its operations have on the environment and is committed to continual
improvement, prevention of pollution and compliance with any legislation or
industry standards.
Printed by Pureprint
Designed and produced by three thirty studio
www.threethirty.studio
The images displayed throughout the annual report are a selection of the
following: charities supported by The Caledonia Investments Charitable
Foundation; The Caledonia office and artefacts on display from the Cayzer Family
archive; Employees of Caledonia, either in the central London office or on
an offsite strategy day; and Images relating to Caledonia portfolio companies.
Certain information contained herein (the ‘Information’) is sourced from/copyright
of MSCI Inc., MSCI Solutions LLC, or their affiliates (‘MSCI’), or information
providers (together the ‘MSCI Parties’) and may have been used to calculate
scores, signals, or other indicators. The Information is for internal use only and
may not be reproduced or disseminated in whole or part without prior written
permission. The Information may not be used for, nor does it constitute, an offer to
buy or sell, or a promotion or recommendation of, any security, financial instrument
or product, trading strategy, or index, nor should it be taken as an indication or
guarantee of any future performance. Some funds may be based on or linked to
MSCI indexes, and MSCI may be compensated based on the fund’s assets under
management or other measures. MSCI has established an information barrier
between index research and certain Information. None of the Information in and
of itself can be used to determine which securities to buy or sell or when to buy or
sell them. For regulatory disclosures mandated under the EU ESG Rating Activities
Regulation (Regulation (EU) 2024/3005), please visit msci.com/legal/sustainability-
and-climate-resources-and-disclosures for methodology and organisational
disclosures and one.msci.com for rating level disclosures. The Information is
provided “as is” and the user assumes the entire risk of any use it may make or
permit to be made of the Information. No MSCI Party warrants or guarantees the
originality, accuracy and/or completeness of the Information and each expressly
disclaims all express or implied warranties. No MSCI Party shall have any liability
for any errors or omissions in connection with any Information herein, or any
liability for any direct, indirect, special, punitive, consequential or any other
damages (including lost profits) even if notified of the possibility of such damages.
Sources: Caledonia Investments plc (‘Caledonia’) © Caledonia 2026 and FTSE
International Limited (‘FTSE’) © FTSE 2026. Caledonia Investments, Time
Well Invested and the sealion guardant are registered trademarks. ‘FTSE®’
is a trademark of the London Stock Exchange Group companies and is used
by FTSE International Limited under licence. All rights in the FTSE indices
and/or FTSE ratings vest in FTSE and/or its licensors. Neither FTSE nor its
licensors accept any liability for any errors or omissions in the FTSE indices
and/or FTSE ratings or underlying data. No further distribution of FTSE data
is permitted without FTSE’s express written consent.
Stay informed
Scan the QR code above to visit our website, where you can
subscribe to email alerts or update your existing preferences
for factsheets, news, reports and RNS announcements.
To find out how we process personal data, please read the
Privacy Policy available at caledonia.com/privacy-policy.
Sign up for news
SCAN QR CODE
We believe in the power of time.
While others fight against it,
Trying to conquer every passing minute,
We work with it.
We invest it patiently and judiciously,
Harnessing its power year after year.
Never afraid to wait, but always ready to act.
Time is key to our knowledge, the trust we’re given,
And the relationships we build
It is the source of our enduring partnerships,
Carefully tended over decades.
Never fleeting, always meaningful
We dedicate time to our people:
Giving it generously to nurture their growth,
Both personal and professional.
We invest time now to plan for success in the future,
To sow seeds that will flourish for generations to come.
Time cannot be tamed or altered,
But its power can be harnessed,
Invested in the things that matter most,
To create something that lasts.
Caledonia Investments plc
Cayzer House
30 Buckingham Gate
London SW1E 6NN
+44 20 7802 8080
enquiries@caledonia.com
caledonia.com