Ninety One Integrated Annual Report 2025
Integrated Annual Report 2025
Investing for a
better tomorrow
Investing for a better tomorrow
Breeding on every continent, gulls survive on a varied diet, especially seafood.
Their distribution is influenced by available sources of nourishment, and human
fisheries often provide discards and stockpiles. Many of their habitats are
facing the impacts of climate change, such as altered water salinity.
Integrated Annual Report: Consolidated
Annual Financial Statements
Comprehensive annual communication to our
stakeholders covering our business activities,
strategy and financial performance, as well as
the activities of our Board and Consolidated
Financial Statements.
Ninety One Limited: Separate annual
financial statements
Statements of financial performance and
position. Prepared in accordance with IFRS.
Notices of annual general meetings
Notice includes relevant shareholder
information, notice of the annual general
meetings of Ninety One plc and Ninety One
Limited and Form of Proxy for Ninety One
Limited 2025.
Sustainability and Stewardship Report
Supplement provides stakeholders with more
information on our sustainability-related agenda,
initiatives and progress.
Other sources of information
This report, together with the documents listed below,
can be found on our website: www.ninetyone.com
Key numbers
1
(as at or for the year ended 31 March 2025)
1. Refer to explanations and definitions, including alternative performance measures, on pages 13 to 14 and 160 to 161.
2. Ninety One staff ownership includes independent shareholdings by Forty Two Point Two, Ninety One staff share schemes
and other direct staff shareholdings.
£130.8bn
Assets under management (“AUM”)
2024: £126.0bn
£204.3m
Profit before tax
2024: £216.8m
£(4.9)bn
Net flows
2024: £(9.4)bn
59%
Firm-wide investment
performance (3-year)
2024: 43%
£187.9m
Adjusted operating profit
2024: £190.5m
15.5p
Adjusted earnings per share
(“Adjusted EPS”)
2024: 15.9p
17.2p
Basic earnings per share (“Basic EPS”)
2024: 18.4p
32.6%
2
Staff ownership
2024: 30.6%
Contents
Strategic Report
4 Ninety One at a Glance
6 Our Business Model
7 The Essence of Ninety One
8 Chairman and Chief Executive
Officer’s Statement
12 Financial Review
16 Our Strategy
18 Tracking our Strategic Progress
20 Our Stakeholders
22 Our Clients
23 Our Shareholders
24 Our People
25 Acting Responsibly as a Corporate Citizen
26 Risk Management
28 Principal Risks
36 Sustainability Review
38 TCFD Recommendations
53 Non-Financial and Sustainability
Information Statement
Governance
56 Chairman’s Overview
58 Board of Directors
63 DLC Nominations and Directors’
AffairsCommittee Report
66 DLC Audit and Risk Committee Report
71 DLC Sustainability, Social and
EthicsCommittee Report
74 DLC Human Capital and Remuneration
Committee Report
77 Directors’ Remuneration Policy
85 Annual Report on Remuneration
98 Other Disclosures
Financial Statements
106 Independent Auditors’ Report
116 Consolidated Financial Statements
151 Annexure to the Consolidated
Financial Statements
152 Ninety One plc Company
Financial Statements
Additional Information
160 Glossary
163 Shareholder Information
1
Strategic Report
Investing for a better tomorrow
While some whale species call the Arctic home, others winter in
southern areas before migrating north to the Arctic for the summer.
The existing ecosystems and migratory patterns of all these mammals
are however being disrupted by warming sea temperatures, which
are shrinking ice patches and opening greater spans of water.
2
Ninety One Integrated Annual Report 2025
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Ninety One at a Glance
Our purpose What we offer
Split of our AUM
Ninety One is an active, global investment manager. Our goal
is to provide long-term investment returns for our clients while
making a positive difference to people and the planet.
AUM by client type
Institutional 65%
Advisor 35%
AUM by asset class
Equities 46%
Fixed income 24%
Multi-asset 16%
Alternatives 4%
South African
fund platform 10%
AUM by client group
Africa 43%
Asia Pacific1 18%
United Kingdom 16%
Americas 12%
Europe 11%
1. Includes Middle East.
Investing for a better tomorrow
Better firm
We are building a firm that aims to achieve excellence over the long
term, with a culture that encourages our people to reach their highest
potential and puts our clients at the centre of our business.
Better investing
Long-term investment excellence is our primary function and is
non-negotiable.
Better world
We are dedicated to building a better world. We are responsible
citizens of our societies and natural environment.
Ninety One offers a range of
specialist and outcomes-oriented
strategies that cover multiple asset
classes and are managed by teams
with distinct investment skill sets (see
opposite page).
We have 1,230 employees operating
across more than 15 countries.
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Ninety One Integrated Annual Report 2025
Investments
We invest across multiple asset classes and our investment
teams are organised according to specialist skill sets. This
diversity allows the team to focus on the long term and to
produce the desired outcomes for clients through the cycle.
We have specialist teams investing in equities on a global,
regional and thematic basis, with each team investing
according to their own unique style and philosophy,
including sustainable equity. The fixed income team largely
invests in emerging market bonds and credit. The multi-
asset team benefits from insights across the entire firm,
delivering global and regional growth and income strategies.
The alternatives offering focuses on private credit.
The investment teams are globally integrated and are
centrally supported by the Chief Investment Officers’
office, performance, risk (including environmental, social
and governance (“ESG”)), sustainability and engagement,
investment analytics and trading teams.
The investment team consists of approximately 260
employees, including around 240 investment professionals.
Operations
Ninety One maintains a robust governance and control
environment to ensure operational efficiency and resilience,
through its key central services. We deploy a globally
integrated operations platform that partners with service
providers across the value chain where our internal teams
retain responsibility for oversight.
Our operating model allows for agility and efficiency.
This is underpinned by a framework aiming to deliver better
technology-enabled outcomes across the technology
stack by partnering with aligned providers, developing
internal capabilities where appropriate and encouraging
afirm-wide technology and AI-enabled mindset.
The operations team consists of approximately 685
employees.
Client group
Ninety One operates globally, servicing institutional and
advisor clients. Client assets are managed on segregated
and pooled bases.
Five regionally defined client groups are responsible for
client engagement, asset raising, client servicing and
business development. With client teams located in
keylocations across the globe, we strive for close and
purposeful relationships with our clients. Our regional
presence allows us to tailor our service to specific local
requirements where necessary.
The client groups are supported by a global marketing team
responsible for branding, client material, events and digital
engagement.
We also have a fund platform in South Africa for independent
financial advisors that provides access to investment
products from both Ninety One and other managers.
The client group consists of approximately 270 employees.
How we operate
1. Includes Middle East.
Investments
Investment support
Operations
Human Capital
and Workplace
Legal, Compliance
and Operational Risk
Finance
and Tax
Investment and
Client Operations
Product
Management
Information
Technology
Equities Fixed income Multi-asset Alternatives
Client group
Africa United Kingdom Asia Pacific
1
Americas Europe
Global marketing
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Business Model
Our business model aims to create value for all our stakeholders,
including our clients, people and shareholders.
We put clients at the centre of our business
We develop
Active investment capabilities are
organically developed over time for
the benefit of our clients.
We deliver
To stay in business over the long term,
we need to deliver the performance
outcomes expected by our clients.
This allows us to earn investment
management fees, based on a
percentage of AUM, which is the main
driver of our revenues. We also earn
performance fees on a limited number
of investment strategies.
We reinvest
We continuously reinvest in our
business, helping to create capabilities
to meet the requirements of our clients.
Our owner-culture drives a long-term
focus and a consistency of strategy.
This approach has underwritten our
successful long-term track record
ofprofitable organic growth.
Client-focused
Our clients come first – we build meaningful, long-term
relationships and serve them in the locations where they
are based.
People-centric
We are committed to our talent-intensive model where
ourculture is key for talent attraction and development
andourpeople are significant shareholders, underpinning
ourlong-term alignment with stakeholders.
Capital light
We operate a capital-light model with financial discipline.
Technology- and AI-enabled
We are increasingly technology- and AI-enabled and strive
to use these tools for the benefit of all our stakeholders.
Our clients
We develop and maintain relevant strategies and products for
our clients to invest in and achieve their long-term investment
objectives.
Read more about our clients on page 22.
Our shareholders
We generate sustainable returns over the long term for
our shareholders.
Read more about our shareholders on page 23.
Our people
We create an environment where our people can excel in
delivering for our clients and other stakeholders by enjoying
the work they do, while having the freedom to be themselves
within a team context and participating in the value they create.
Read more about our people on page 24.
Society and the environment
We behave responsibly and with integrity in the communities
inwhich we operate and advocate for an inclusive and fair
transition to a more sustainable world.
Read more about our approach to sustainability on pages 34 to 53.
Find more details of how we engage with our stakeholders on pages 20 and 21.
Our defining characteristics
We create value for these stakeholders
How we create value
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Ninety One Integrated Annual Report 2025
The Essence of Ninety One
‘Do the right thing’ is not just a phrase, it is deeply embedded in how we do business, serve our clients and maintain our unique culture.
We identified nine key spheres where we can articulate the purpose and relevance of this simple value. Do the right thing for:
This one value informs every decision that our people make, as well as our strong sense of purpose. It allows us to trust our people
and to give them the freedom to create and be themselves within a team-oriented context. This in turn nurtures a culture where we
can collectively achieve without sacrificing our individual selves.
Clients
Environment
Business
Society
Regulators
Family
Team
Yourself
Each other
Doing the right thing for our environment, society and each other is the driving force behind our purpose and our commitment to
investing for a better tomorrow. To achieve this, we place sustainability at the core of our business, via our three-dimensional
sustainability framework:
Invest
Sustainability analysis is integrated into
all of our investment strategies. We also
offer focused sustainable investment
solutions.
Advocate
We seek to lead the conversation on
sustainable investing. A major focus of
our work is to advocate for a transition
that includes emerging markets and
results in real-world carbon reduction.
Inhabit
We believe change starts at home. We
run our business responsibly and act
sustainably.
Our purpose of investing for a better tomorrow guides
ourstrategy and is supported by our values and culture.
We are a patient and long-term business, which is reflected in our consistent strategy, focused around our three strategic principles:
These principles guide our strategic priorities.
We offer organically developed
investment capabilities over time.
We operate globally in both the
institutional and advisor space.
We have an approach to growth that is
driven by structural medium- to long-
term client demand and competitive
investment performance.
Our values and culture
Responsible citizens
Our strategic principles
Read more about our approach to sustainability in our Sustainability and Stewardship Report.
Read more about our strategic priorities on pages 16 and 17.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Chairman and Chief Executive
Officer’sStatement
Positioning for a changing world
The end of the 2025 financial year marked five years since
Ninety One listed as an independent firm. Since then, the
people working in the firm have grown their shareholding
by more than 50%. This speaks to their commitment and
confidence in the future of Ninety One.
During the ensuing period, we have experienced a
profound transformation in our external environment
through a global pandemic, inflationary shocks, aggressive
tightening by central banks, heightened geopolitical
tensions, and an acceleration of technological disruption.
This has tested the resolve of our industry, impacted
investor behaviour, and challenged long-held assumptions
about capital allocation and market structure. The past
year was no exception, characterised by shifting market
dynamics and evolving client needs, but with emerging
pockets of opportunity.
We have been steadfast in our core purpose throughout
this time, which remains investing for a better tomorrow.
Our commitment to clients and investment outcomes,
as well as our owner-culture and disciplined execution
have contributed to our resilience in the face of
momentous change.
Market environment and business conditions
For Ninety One, the reporting period to 31 March 2025 was
another tough year. Business conditions were challenging,
but green shoots started to appear in the second half.
Unfortunately, fresh headwinds and uncertainty were
introduced by “liberation day”, which heightened volatility.
Our financial results for 2025 escaped the impact of
this volatility.
The global investment backdrop was complex. Interest
rates remained elevated across most major economies
formuch of the year, with central banks holding firm in
their“higher-for-longer” stance. However, in early 2025,
this narrative began to shift. Inflation moderated, which
led to growing expectations of lower interest rates.
Client dialogue turned from risk aversion to selective
re-engagement.
Equity markets began to broaden from the leadership
of a narrow group of US mega-cap stocks. Dispersion
increased across sectors and geographies. Bond
markets stabilised as yields peaked. This resulted in a more
constructive setting for active management, better aligned
with Ninety One’s high-conviction approach and global
capabilities.
Investors also started to value liquidity in an economically
and politically fragile world. Long-term themes such
as sustainability, decarbonisation, digitalisation and
deglobalisation continued to shape conversations.
We focused on delivering trusted solutions to a select
group of target clients and remained disciplined in our
execution.
Strategy and execution
We have stuck to our long-term strategy of being aclient-
focused, people-centric, capital-light and technology-
andArtificial Intelligence (“AI”)-enabled active investment
manager. The increased focus on AI was a feature of the
past year. To build the active investment manager of the
future, it is necessary to keep up with trends in technology,
and specifically AI, as well as broad societal demands,
which include sustainability. What will not change is the
fact that this business is built on a platform of specialist
investment capabilities and a strong, people-centric
owner-culture.
Ninety One regained positive
flow momentum in the second
half. Business conditions have
improved in the final quarter.
These robust financial results
reflect the strength of our
business.
8
Ninety One Integrated Annual Report 2025
We retained our commitment to our core capabilities
in global, international and emerging market equities,
emerging market fixed income, including specialist credit,
and sustainable investment strategies. Our long-term
strategy to focus on these core capabilities and a clearly-
defined client set has not changed. In spite of the overall
outflow picture, we continued to see traction
in our focus strategies.
The announcement of the Sanlam transaction (see below)
was a bold move, intended to enhance our position in
South Africa and support future growth initiatives in
thecredit space.
Our technology strategy also took a major step forward
with the transformation of our core operating and
investment systems. This will modernise our infrastructure
and embed AI capabilities across the business, supporting
better investment outcomes and improved client service.
Sanlam transaction
In November 2024, we entered into a strategic relationship
with Sanlam, the largest non-banking financial services
group in Africa. Under this agreement, Ninety One will
become Sanlam’s primary active investment manager,
gaining access to an extensive retail distribution network.
Furthermore, Sanlam has agreed to serve as an anchor
investor in Ninety One’s international private and specialist
credit investment strategies that meet its investment
requirements.
The transaction offers an opportunity to reach deeper
into the South African savings market than before.
Thelong-term nature of the agreement is a meaningful
voteof confidence in the future of South Africa.
Shareholders approved the issuance of shares in relation
to the transaction in April 2025 and the transaction is now
progressing through to final regulatory approvals, which
are expected during the current year.
People and culture
People and culture remain the bedrock of our firm.
We continued to develop and support an intergenerational
talent base. Employee share ownership rose to 32.6%,
strengthening alignment and reinforcing a long-term mindset.
Diversity and inclusion are key pillars on which our
employment proposition has been built and without
theright talent, we simply would not be able to compete.
Weencourage our people to be themselves and
expresstheir individuality, but always in a team context.
Furthermore, oursuccess depends on our investment
results and client relevance. At Ninety One, it is all about
results and relationships.
Client activity and net flows
At Ninety One, clients come first. We partner with
assetowners and intermediaries from all over the world,
spanning institutional and advisor markets. This was
another year of intense client engagement where,
as ever, client service was the priority.
This was a year of two halves. The second half of the year
reflected a turnaround with net inflows of £0.4 billion, our
first positive net flow half-year in two years. This followed a
tough first half, to end on net outflows of £4.9 billion for the
full year. This is an improvement from the prior year’s net
outflows of £9.4 billion. Positive market and currency
movements contributed £9.7 billion to more than offset
the net outflows, resulting in a 4% increase in assets
under management to £130.8 billion.
In the first half, risk aversion persisted toward public
markets and emerging assets. Clients rebalanced
portfolios and reduced cyclical exposures, resulting in
£5.3 billion of net outflows. In the second half, clients
re-engaged across several of our core strategies, and
flows responded.
Equities were the biggest source of net outflows, mainly in
global and sustainable equity strategies. Despite this, some
equity strategies such as emerging markets, international
and core global equities recorded positive net flows.
Fixed income and multi-asset strategies also saw net
redemptions.
Alternatives recorded net inflows of £637 million for the
year, driven by demand for credit strategies. Our South
African fund platform generated £359 million of net inflows,
reflecting quality engagement with independent financial
advisors in that market.
From a geographical perspective, the UK client group was the
largest contributor (£3.9 billion) to overall net outflows. This
was driven by a combination of portfolio rebalancing and
reduced allocations to some equity strategies (UK, European
and sustainable equities). In spite of this disappointing result,
we have confidence in the UK client group to regain positive
momentum under its recently revitalised leadership. The
team is highly focused and motivated. Within the Americas
client group, net outflows (of £701 million for the full year)
were largely due to client restructurings, but there was a
return to net inflows from Latin American institutional
clients compared with the prior year.
In the remaining client groups, there were swings from net
outflows in the first half to net inflows in the second half.
For the Africa client group (with full year net outflows of
£289 million), the second half saw some sizeable client wins
into global equities, multi-asset and alternatives strategies.
The Asia Pacific client group (with £738 million full-year
netinflows) saw increased demand for global and Asian
equities, while the Europe client group (with £716 million
full-year net outflows) experienced a positive second half,
driven by fixed income and European and Asian equity
strategies.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Multi-asset
Equities
Fixed income
Alternatives
SA fund
platform
Net flows by asset class
£m
(701)
488
(1,015)
(1,828)
(2,685)
83
H1 2025 H2 2025
150
295
74
276
Net flows by client group
£m
(2,079)
531
(820)
(1,817)
(1,376)
(959)
H1 2025 H2 2025
(322)
(379)
2,114
244
Africa
Asia Pacific1
United Kingdom
Americas
Europe
Outperformance
Underperformance
Firm-wide investment performance
As at 31 March 2025
%
Since
inception
10 year
5 year
3 year
1 year
24
19
28
41
32
76
81
72
59
68
Chairman and Chief Executive Officer’s Statement
Institutional net outflows of £1.7 billion were a material
improvement from the previous year and turned positive in
the second half. The advisor channel recorded £3.1 billion in
net outflows, mainly from equity and multi-asset strategies.
Overall, client activity improved steadily throughout the
year. The inflection in flows mid-year supports our belief
that clients are beginning to re-risk selectively and that
demand is returning for differentiated active strategies.
Nevertheless, competition for client capital is as intense
as ever.
Financial performance
The robust financial results mirror the resilience of
Ninety One’s business model. Notwithstanding the
abovementioned net outflows and a 1 basis point reduction
in our average management fee rate, positive markets
contributed to an increase of 4% in average AUM and a
2%increase in management fees. Ongoing cost discipline
resulted in a matching 2% increase in adjusted operating
expenses. However, a slight fall in performance fees meant
there was a 1% decline in adjusted operating profit to
£187.9m (2024: £190.5m) and an increase in corporation
taxes led to a 3% decrease in adjusted EPS. The adjusted
operating profit margin was at 31.2% (2024: 32.0%).
Ninety One bought back 10.6 million shares (1.2% of
opening issued share capital) during the financial year.
Since listing, we have returned nearly 50% of our initial
market capitalisation to our shareholders. This is before our
final dividend, which is subject to approval by shareholders,
andthe buybacks conducted subsequent to the year end.
Investment performance
Our primary task is to deliver competitive, risk-adjusted
investment outcomes for clients. Our firm-wide
performance improved across all major time horizons.
At year-end, 68% of AUM outperformed their respective
benchmarks over one year, 59% outperformed over three
years, and 72% outperformed over five years. Over the
long term, 81% of AUM outperformed over ten years, and
76% of our assets have outperformed since inception.
These results reflect the strength of our investment
platform and the value of our disciplined approach.
The Board and governance
The primary role of the Board of Directors (“the Board”)
isto provide leadership to the Group, to set Ninety One’s
long-term strategic objectives as well as its purpose and
values, and to develop robust corporate governance and
risk management practices.
Our majority-independent Board is functioning well.
Noboard personnel changes have been made over the
past year and the Board is united in its desire to provide our
stakeholders with high-quality governance. Further details
are included in the Chairman’s Overview on page 56.
1. Asia Pacific includes Middle East.
Net flow numbers may not add to reported totals due to rounding.
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Ninety One Integrated Annual Report 2025
Dividend
The Board has considered the strength of the balance
sheet and has recommended a final dividend of 6.8 pence
per share (2024: 6.4 pence) to shareholders at the Annual
General Meeting (“AGM”), resulting in a full-year dividend
of12.2 pence per share (2024: 12.3 pence). This is in line
with our dividend policy to pay out at least 50% of profit
after tax, plus the remainder of after-tax earnings not
required for investment or regulatory purposes. Subject
toshareholder approval, the final dividend will be paid
on 7 August 2025 to shareholders on the register as
at 18 July 2025.
Outlook
We enter the new financial year with cautious optimism.
Inflation has moderated and interest rates have eased
following a prolonged period of monetary tightening.
Asaresult, market participation is broadening, risk appetite
is normalising, and conversations with clients are shifting
toward longer-term return opportunities and reallocation
ofcapital. The uncertainty created by “deal-driven” US
trade policy will likely result in further diversification
ofinvestment portfolios.
Risks remain and we are not complacent. The global
political calendar is dense. Markets are likely to remain
volatile. Regulation continues to evolve, and client
expectations continue to rise. But we are prepared.
Our strategy is clear. Our investment platform is resilient.
Our people are aligned. And our purpose is unwavering.
In the coming year, we will continue to focus on scaling
ourstrongest strategies, deepening relationships in priority
markets, and delivering exceptional service and outcomes
for our clients. We will continue to modernise our operations
and embed technology across the value chain. We will
remain disciplined, long-term oriented and relentlessly
focused on execution.
The world is not getting simpler, but we didn’t expect that.
This is a time to stay calm, to stay focused and to raise our
standards. We have navigated rough seas before and we
have always emerged stronger. Our conviction in the future
of active management and our role in shaping that future
has never been greater.
We will be bold, not defensive, we will lead, not follow, and
we will invest for a better tomorrow with clarity, courage
and purpose.
Gareth Penny Hendrik du Toit
Chairman Founder & Chief
Executive Officer
Section 172
The Board is fully aware of its duties under s172(1)
ofthe UK’s Companies Act 2006 to promote
thesuccess of Ninety One for the benefit of its
shareholders as a whole, while having regard to
theinterests of all Ninety One stakeholders, and in
doing so having regard (among other matters) to:
ɽ the likely consequences of any decision in the
long term;
ɽ the interests of the company’s employees;
ɽ the need to foster the company’s business
relationships with suppliers, customers and others;
ɽ the impact of the company’s operations on the
community and the environment;
ɽ the desirability of the company maintaining
areputation for high standards of business
conduct; and
ɽ the need to act fairly as between members
ofthecompany.
Throughout the year, the Board discussed their
obligations, including how stakeholder engagement
isincorporated into our long-term decision-making.
The Board held its annual strategy day in January
2025, focusing on the long-term strategic direction
ofNinety One. As part of these strategic discussions,
the Board considered the market and industry trends
and their potential impact on our stakeholders.
Details of Ninety One’s Board engagement with key
stakeholders are included in Our Stakeholders section
on pages 20 and 21. Details of our relationships with
suppliers, regulators and peers are included on
page 25.
Further details of the Board’s activities are described in the
Governance section, starting on page 54.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Financial Review
Our robust performance
underscores the resilience
of our business model,
positioning us favourably to
face future operational and
business challenges.
1. Please refer to explanations and definitions, including alternative performance measures, on pages 13 to 14 and 160 to 161.
Financial results
1
£ million (unless stated otherwise) 2025 2024 Change %
Closing AUM (£'bn) 130.8 126.0 4
Net flows (£'bn) (4.9) (9.4)
Average AUM (£'bn) 129.0 123.9 4
Management fees 567.1 557.9 2
Performance fees 27.5 30.6 (10)
Net revenue 594.6 588.5 1
Other income 8.0 7.3 10
Adjusted operating revenue 602.6 595.8 1
Adjusted operating expenses (414.7) (405.3) 2
Adjusted operating profit 187.9 190.5 (1)
Adjusted net interest income 19.3 17.7 9
Share scheme net credit 0.8 8.6 (91)
Corporate related professional fees (3.7) — n. m .
Profit before tax 204.3 216.8 (6)
Tax expense (54.2) (52.9) 2
Profit after tax 150.1 163.9 (8)
Average management fee rate (basis points, "bps") 44.0 45.0
Adjusted operating profit margin (%) 31.2 32.0
Number of full-time employees 1,230 1,187 4
Adjusted operating profit decreased 1% to £187.9 million
(2024: £190.5 million). The adjusted operating profit margin
decreased to 31.2% (2024: 32.0%). Profit before tax
decreased 6% to £204.3 million (2024: £216.8 million).
This financial review covers alternative performance
measures to reflect the manner in which management
monitors and assesses the financial performance of
Ninety One. Reconciliations to equivalents of the IFRS
®
Accounting Standards are provided in the alternative
performance measures section. Movements discussed as
part of the commentary below apply equally to the IFRS
®
Accounting Standards equivalent movements.
Assets under management
Closing AUM increased by 4% to £130.8 billion (31 March
2024: £126.0 billion), reflecting net outflows of £4.9 billion
(2024: £9.4 billion) and positive market and foreign
exchange movements of £9.7 billion (2024: 6.1 billion).
Average AUM increased 4% to £129.0 billion (2024:
£123.9 billion).
12
Ninety One Integrated Annual Report 2025
1. The above table represents the amalgamated position across Ninety One plc
and its subsidiaries and Ninety One Limited and its subsidiaries, which for
regulatory capital purposes are separate groups. Both groups of companies
had an estimated capital surplus at 31 March 2025 and 31 March 2024.
2. Non-qualifying assets comprise assets that are not available to meet
regulatory requirements.
Adjusted operating revenue
Management fees increased 2% to £567.1 million
(2024: £557.9 million), against a 4% increase in average
AUM. The average management fee rate decreased to
44.0 bps (2024: 45.0 bps).
Performance fees were lower at £27.5 million (2024: £30.6
million). Other income increased to £8.0 million (2024: £7.3
million) and mainly consists of operating interest, gains or
losses on FX and investments, and share of profit from
associates.
Adjusted operating expenses
Adjusted operating expenses increased to £414.7 million
(2024: £405.3 million), mainly driven by an increase in
business expenses.
Employee remuneration represented 63% (2024: 64%)
ofthe total expense base and increased marginally to
£261.3 million (2024: £260.1 million). This was driven mostly
by an increase in fixed remuneration, consistent with an
increase in headcount and inflationary increases. Average
headcount over the year increased by 1% to 1,203 (2024:
1,187). Over 50% of employee remuneration is variable and
the resulting compensation ratio was 43.4% (2024: 43.7%).
Business expenses increased by 6% to £153.4 million
(2024: £145.2 million). The year-on-year split of business
expenses was relatively unchanged from the prior year
andthe largest expense item was third party administration.
Effective tax rate
The effective tax rate for the twelve months to 31 March
2025 was 26.5% (2024: 24.4%), against a headline UK
corporation tax rate of 25.0% (2024: 25.0%) and a
headline South Africa corporation tax rate of 27.0%
(2024: 27.0%). The main reasons for the increase in the
effective tax rate were an increase in non-deductible
expenses as well as additional tax related to new global
minimum tax rules.
Assets and liabilities
The following review refers to shareholders’ numbers
only, and excludes the items that relate to Ninety One’s
investment-linked insurance business (undertaken through
one of its South African entities, Ninety One Assurance).
For more details, see page 151.
Total assets decreased to £760.8 million (31 March 2024:
£761.4 million) and total liabilities decreased to £387.2 million
(31 March 2024: £393.8 million), mainly driven by decreases
in right-of-use assets and the related lease liabilities.
Ninety One’s liquidity position comprises cash and cash
equivalents of £386.6 million (31 March 2024: £375.3
million). Ninety One maintains a consistent liquidity
management model, with liquidity requirements monitored
carefully against its existing and longer-term obligations.
To meet the daily requirements of the business and to
mitigate its credit exposure, Ninety One diversifies its cash
and cash equivalents across a range of suitably credit-
rated corporate banks and money market funds.
Capital and regulatory position
1
£ million 2025 2024
Equity 373.6 367.6
Non-qualifying assets
2
(46.3) (43.9)
Qualifying capital 327.3 323.7
Dividends proposed (60.9) (58.2)
Estimated regulatory requirement (105.5) (112.2)
Estimated capital surplus 160.9 153.3
The estimated regulatory capital requirement decreased
to£105.5 million (31 March 2024: £112.2 million). Ninety One
has an expected capital surplus of £160.9 million (31March
2024: £153.3 million), which is consistent with the
commitment to a capital-light balance sheet. This resulted
in Ninety One having a capital coverage of 253% of its
capital requirement (31 March 2024: 237%). The capital
requirements for all Ninety One companies are monitored
throughout the year.
Dividends and returns of capital
During the year, Ninety One undertook share buyback
programmes for Ninety One plc and Ninety One Limited
shares. Noting the share price and the capital coverage,
the Board considered it prudent to deploy the surplus
capital on the balance sheet in this manner.
The Board has considered the strength of the balance
sheet and the outlook for the coming year. In line with
thestated dividend policy, the Board has recommended
afinal dividend of 6.8 pence per share. If approved at
theAGM, the final dividend will be paid on 7 August 2025
to shareholders recorded on the UK and South African
share registers on 18 July 2025.
Alternative performance measures
Ninety One uses non-IFRS measures which include measures
used by management to monitor and assess the financial
performance of Ninety One.
Items are included in or excluded from adjusted operating
revenue and expenses based on management’s
assessment of whether they contribute to the core
operations of the business. In particular:
ɽ Share of profit from associates, as well as net gain or
loss on investments and other income, are included in
adjusted operating revenue as these items are directly
attributable to operations;
ɽ deferred employee benefit scheme movements are
deducted from adjusted operating revenue and
adjusted operating expenses as the movements
offset and do not impact operating performance;
ɽ subletting income is excluded from adjusted operating
revenue and deducted from adjusted operating
expenses as it is a recovery of costs rather than a
core revenue item;
13
Strategic ReportGovernanceFinancial StatementsAdditional Information
Financial Review
1. The deferred employee benefit scheme invests in pooled vehicles managed
by entities within the Group. Any gains or losses from these investments result
in corresponding increases or decreases in the liability to employees, which
are reflected as increases or decreases in operating expenses.
2. This comprises a component of “non-operating items” per adjusted earnings
per share definition on page 160. Please refer to the alternative performance
measures explained above as well as the definitions on pages 160 and 161.
ɽ corporate related professional fees are excluded from
adjusted operating expenses as they are not operating
in nature;
ɽ the share scheme net credit/expense is excluded
from adjusted operating expenses and employee
remuneration so that they reflect the position as
though all awards during the year were fully expensed
in the same year; and
ɽ interest expense on lease liabilities is excluded from
adjusted net interest income and included in adjusted
operating expenses to reflect the operating nature of
this expense.
Adjusted EPS is calculated on the after tax adjusted
operating profit divided by the number of shares in issue
atthe end of the year, as management’s assessment is
thatthis is a reliable measure of Ninety One’s operating
performance.
Due to the significant number of shares to be issued to
Sanlam, for the interim and full-year 2026 results we expect
to amend the number of shares used to determine adjusted
EPS by weighting the shares issued to Sanlam. This should
be a one-off calculation adjustment for the Sanlam
transaction.
These non-IFRS measures are considered additional
disclosures and in no case are intended to replace the
financial information prepared in accordance with the
basisof preparation detailed in the consolidated financial
statements. Moreover, the way in which Ninety One defines
and calculates these measures may differ from the way in
which these or similar measures are calculated by other
entities. Accordingly, they may not be comparable to
measures used by other entities in Ninety One’s industry.
The non-IFRS measures are considered to be pro forma
financial information, have been compiled for illustrative
purposes only and are the responsibility of Ninety One’s
Board. Due to their nature, they may not fairly present
Ninety One’s financial position, changes in equity,
resultsofoperations or cash flows. The non-IFRS financial
information has been prepared with reference to JSE
Guidance Letter: Presentation of pro forma financial
information dated 4 March 2010 and in accordance with
paragraphs 8.15 to 8.33 in the JSE Listings Requirements,
the Revised SAICA Guide on Pro forma Financial
Information (issued September 2014) and International
Standard on Assurance Engagement (“ISAE”) 3420 –
Assurance Engagements to Report on the Compilation of
Pro Forma Financial Information included in a Prospectus,
to the extent applicable given the Non-IFRS Financial
Information’s nature. This pro forma financial information
has been reported on by PwC in terms of ISAE 3420 and
their unmodified report is available for inspection on the
Ninety One website (www.ninetyone.com).
These non-IFRS measures, including reconciliations to their
nearest consolidated financial statements equivalents, are
as follows:
£ million 2025 2024
Net revenue 594.6 588.5
Share of profit from associates 2.4 1.3
Net gain on investments and other income 9.8 12.0
Adjustments:
Deferred employee benefit scheme gain
1
(2.7) (4.0)
Subletting income (1.5) (2.0)
Adjusted operating revenue 602.6 595.8
£ million 2025 2024
Operating expenses 418.5 399.2
Adjustments:
Share scheme net credit 0.8 8.6
Corporate related professional fees (3.7) —
Deferred employee benefit scheme gain
1
(2.7) (4.0)
Subletting income (1.5) (2.0)
Interest expense on lease liabilities 3.3 3.5
Adjusted operating expenses 414.7 405.3
£ million 2025 2024
Staff expenses 260.5 251.5
Adjustments:
Share scheme net credit 0.8 8.6
Employee remuneration 261.3 260.1
£ million 2025 2024
Adjusted operating revenue 602.6 595.8
Adjusted operating expenses (414.7) (405.3)
Adjusted operating profit 187.9 190.5
Adjusted operating profit margin 31.2% 32.0%
£ million 2025 2024
Net interest income 16.0 14.2
Adjustments:
Interest expense on lease liabilities 3.3 3.5
Adjusted net interest income 19.3 17.7
£ million (unless stated otherwise) 2025 2024
Profit after tax 150.1 163.9
Adjusted net interest income
2
(19.3) (17.7)
Share scheme net credit
2
(0.8) (8.6)
Corporate related professional fees
2
3.7 —
Tax on adjusting items
2
5.2 6.8
Adjusted earnings attributable
toordinary shareholders 138.9 144.4
Number of ordinary shares (m) 896.8 907.4
Adjusted earnings per share (p) 15.5 15.9
14
Ninety One Integrated Annual Report 2025
Foreign currency
Ninety One prepares its financial information in British
pound sterling. The results of operations and the financial
condition of Ninety One’s individual companies are reported
in the local currencies of the countries in which they are
domiciled, including South African rand and US dollars.
These results are then translated into pound sterling at the
applicable foreign currency exchange rates for inclusion in
the consolidated financial statements. The following table
sets out the movement in the relevant exchange rates
against pound sterling for the years ended 31 March 2025
and 31 March 2024.
31 March 2025 31 March 2024
£ million Year end Average Year end Average
South African rand 23.74 23.25 23.84 23.54
US dollar 1.29 1.28 1.26 1.26
Statement of viability
In accordance with the UK Corporate Governance Code,
the Board has assessed the current position and prospects
of the Group over a three year period to 31 March 2028.
The Board’s assessment has been made with reference to
Ninety One’s current position and strategy, the Board’s risk
appetite, Ninety One’s financial plans and forecasts, and its
principal and emerging risks and how these are managed,
as detailed in the Strategic report. The impacts of climate
change, current events and market conditions have been
considered in this assessment.
Ninety One uses a three-year period in assessing viability,
consistent with the minimum period used in the Group’s
internal capital adequacy assessments and financial
projections. The financial projections incorporate both
theGroup’s strategy and principal risks and are reviewed by
the Board at least annually. Throughout the year the Board
assesses progress by reviewing forecasts compared to the
financial plan. The current year forecast and longer-term
financial projections are regularly updated as appropriate
and consider Ninety One’s profitability, cash flows, dividend
payments and other key internal and external variables.
The Board regularly assesses the amount of capital that
theGroup is required to hold to cover its principal risks
andscenario analyses are performed as part of both the
financial planning and internal capital assessment
processes. These scenarios evaluate the potential impact
of severe but plausible occurrences which reflect Ninety
One’s risk profile.
Scenarios modelled included:
ɽ Market stress: the effect of a greater than expected
market fall and lower than expected client flows.
ɽ Shock event: a one-time shock event that leads to an
immediate reduction in AUM at the start of the financial
period, aligned to the risk appetite limit for ‘clients
at risk’. No net flows are assumed for the first
financial year.
ɽ Operational risk event: the effect of an idiosyncratic
operational risk event.
ɽ Net outflows: the effects of experiencing net client
outflows equivalent to lowest proportion of net flows in
relation to opening AUM experienced in the past 20
years, for the first forecast year, with no net flows for
the following two years.
ɽ A combination of the Market stress, Operational risk
and Net outflows event scenarios.
The internal capital assessments are conducted separately
but in a consistent manner for each of the two groups:
Ninety One plc and its subsidiaries and Ninety One Limited
and its subsidiaries, as for regulatory capital purposes
these are considered to be separate groups.
Having reviewed the results of the stress tests, the Board
have concluded that the Group would have sufficient
capital and liquid resources in the respective scenarios
andthat the Group’s ongoing viability would be sustained.
It is possible that a stress event could be more severe and
have a greater impact than it has determined plausible.
Actions are available that may reduce the impact of more
severe scenarios, but these have not been considered in
this viability statement.
The Board confirms, based on information known today,
that they have a reasonable expectation that Ninety One
will continue to operate, meet its liabilities as they fall due,
and maintain sufficient regulatory capital over the three
year period to 31 March 2028.
15
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Strategy
2 31
Our strategic priorities
Capture the growth
inherent in our current
capability set
Develop differentiated
strategies, anticipating
client needs
Focus on growth
inprofessionally
intermediated
channels (advisor
and institutional)
Ensure sustainability is at
the core of our business
Continuously invest in our people and
build an intergenerational business
Why is this important?
We serve a clearly defined client base and keep our business simple, yet relevant.
We align our investment offerings with long-term client demand.
We are committed to positioning our business on the right
side of history.
We take our responsibility as active stewards of client capital
seriously to deliver the best investment outcomes for our clients
over the long term.
We advocate for sustainability across the world by seeking to
contribute to the conversation on sustainable investing.
We aim to inhabit our world better by measuring and managing
the environmental and societal impact of our own business
activities.
We are a people business with a culture that is vital to our
long-term success.
We want to recruit and retain world-class talent – people
empowered with the freedom to create as they build a
successful, long-term and intergenerational business for
allourstakeholders.
Link to key performance indicators
Our progress in financial year 2025
ɽ We seek to engage meaningfully with our clients, through dialogue, shared insights and solutions tailored to respond to complex
portfolio channels. We sharpened our client focus during the year and saw significant engagement levels, with high-quality
interactions with existing and prospective clients.
ɽ We aim to deliver investment excellence through strategies that are relevant, differentiated and aligned with long-term objectives.
During the year, we continued to sharpen our focus around our core skills in global, international and emerging market equities,
emerging market fixed income, including specialist credit, and in sustainable investment strategies. In these areas, we continued
toimprove and innovate.
ɽ Our current product offering remains well diversified across asset classes and investment styles to suit the long-term needs of
ourclients. However, there was a continuation of the client sentiment from the prior year, with limited appetite for emerging market
allocations, particularly in the first half of the year.
ɽ This resulted in another year of aggregate net outflows (of £4.9bn), though the second half of the year saw positive net inflows.
ɼ The first half of the year was characterised by net outflows (of £5.3bn) mainly across equities and fixed income and across all
clientgroups, largely due to clients rebalancing their portfolios.
ɼ In contrast, the second half of the year saw net inflows (of £0.4bn) into the Asia Pacific, Africa and Europe client groups, largely
driven by the institutional channel into global equities, emerging market fixed income (investment grade), alternative credit
strategies, as well as the fund platform in South Africa.
ɽ Our investment performance improved during the year and continues to be competitive.
ɽ We have a track record of evolving our offering across asset classes to meet future client demand. During the financial year, we:
ɼ Launched our Emerging Markets Transition Debt strategy with over US dollar 450 million of initial commitments from a suite of
global clients;
ɼ developed a South African and global equity fund following our appointment as the manager for the flagship fund of a major global
investment manager; and
ɼ evolved our Emerging Africa Infrastructure strategy to include Asia and succeeded in allocating to a first transaction in the region.
ɽ These developments are aligned with where we see long-term investment opportunities and returns for our clients.
ɽ We believe in building enduring and deep relationships across institutional and advisor clients, where we continued to maintain and
build a diverse asset base, in key markets.
ɼ The announcement of our agreement with Sanlam during the financial year represents a significant opportunity to reach deeper
into the South African savings market by having preferred access to their extensive distribution network.
ɼ We continued to deepen our client relationships across our locations, as demonstrated by significant wins in the Asia Pacific,
Americas and Africa client groups during the financial year.
ɼ Furthermore, we successfully opened offices in Saudi Arabia (Riyadh) and the United Arab Emirates (Abu Dhabi) during the financial
year, where we see significant opportunity for growth.
ɽ Despite the prevailing challenges of attracting client assets for active asset managers, we are confident of the long-term relevance
of our client offering.
We continued to advance on our sustainability agenda with
progress made across our three pillars of Invest, Advocate
and Inhabit.
ɽ Progress made under the Invest pillar included:
ɼ Completed 29 Transition Plan Assessments (“TPA”s)
toevaluate progress of our highest emitters towards
delivering ambitious and credible transition plans and
informengagement strategies.
ɼ Created a firm-wide framework to enhance analysis
ofnature-related risks and impacts.
ɼ Adopted the Sustainability Disclosure Requirements (“SDR”)
sustainability impact labels for certain investment strategies
(Global Environment and Global Sustainable Equity).
ɽ Activities undertaken in our Advocate pillar included:
ɼ A continued emphasis on the importance of a fair and
inclusive transition, as opposed to portfolio decarbonisation,
and the need for its adequate funding.
ɼ Participated in the Glasgow Financial Alliance for Net Zero
(“GFANZ”), the Sustainable Markets Initiative (“SMI”), the
Investor Leadership Network (“ILN”), and the Institutional
Investors Group on Climate Change (“IIGCC”).
ɼ Published ‘Net-zero investing: searching for returns
andreal-world change’, a guide to building real net-zero
aligned portfolios.
ɽ Progress made in our Inhabit pillar included:
ɼ Achieving carbon neutrality on Scope 1, 2 and 3 (category
6) emissions through our partnership with BioCarbon
Partners.
ɼ Investing in a better tomorrow via support for the Earthshot
Prize, Changeblazers and other initiatives.
ɼ Funding research into occupation matching for South
Africa’s coal sector to support policy development for
ajusttransition, and into access to water and sanitation.
See Sustainability and Stewardship Report for more information.
ɽ During the year, our experienced and highly-skilled staff
complement showed significant commitment.
ɼ Headcount has increased to 1,230, mainly driven by new
roles related to the growth of the South African fund
platform. In spite of this increase, we continue to apply
greater discipline to recruitment requests.
ɼ The total staff shareholding in Ninety One increased to
32.6%, demonstrating our strengthening owner-culture
and the long-term commitment of our people. (This staff
shareholding includes independent shareholdings by Forty
Two Point Two, Ninety One staff share schemes and other
direct staff shareholdings.)
ɼ Staff turnover decreased from the prior year and stood
at 8.7%.
ɽ Building talent density remained a priority with a number
ofinternal changes, primarily within the investments and
client group areas, aimed at further enhancing our offering.
ɽ In addition, we made a number of senior hires in strategic
growth areas such as in our private credit platform.
ɽ Furthermore, our succession-planning efforts during the year
reflected our desire to build a truly intergenerational business.
ɽ Recognising the key role our leaders play in our business,
theywere provided with structural support through coaching,
facilitation and leadership offsites and development
conversations during the year.
ɽ We continued to actively communicate with our people,
including through regular staff updates as well as leadership
and team offsites, which have all helped preserve and
perpetuate the unique culture of the business.
Key: Key performance indicators
Adjusted EPS
Investment performance
Net flows
Key employee retention and
succession planning
Commitment to sustainability
Relationships and reputation
16
Ninety One Integrated Annual Report 2025
4 5
Capture the growth
inherent in our current
capability set
Develop differentiated
strategies, anticipating
client needs
Focus on growth
inprofessionally
intermediated
channels (advisor
and institutional)
Ensure sustainability is at
the core of our business
Continuously invest in our people and
build an intergenerational business
Why is this important?
We serve a clearly defined client base and keep our business simple, yet relevant.
We align our investment offerings with long-term client demand.
We are committed to positioning our business on the right
side of history.
We take our responsibility as active stewards of client capital
seriously to deliver the best investment outcomes for our clients
over the long term.
We advocate for sustainability across the world by seeking to
contribute to the conversation on sustainable investing.
We aim to inhabit our world better by measuring and managing
the environmental and societal impact of our own business
activities.
We are a people business with a culture that is vital to our
long-term success.
We want to recruit and retain world-class talent – people
empowered with the freedom to create as they build a
successful, long-term and intergenerational business for
allourstakeholders.
Link to key performance indicators
Our progress in financial year 2025
ɽ We seek to engage meaningfully with our clients, through dialogue, shared insights and solutions tailored to respond to complex
portfolio channels. We sharpened our client focus during the year and saw significant engagement levels, with high-quality
interactions with existing and prospective clients.
ɽ We aim to deliver investment excellence through strategies that are relevant, differentiated and aligned with long-term objectives.
During the year, we continued to sharpen our focus around our core skills in global, international and emerging market equities,
emerging market fixed income, including specialist credit, and in sustainable investment strategies. In these areas, we continued
toimprove and innovate.
ɽ Our current product offering remains well diversified across asset classes and investment styles to suit the long-term needs of
ourclients. However, there was a continuation of the client sentiment from the prior year, with limited appetite for emerging market
allocations, particularly in the first half of the year.
ɽ This resulted in another year of aggregate net outflows (of £4.9bn), though the second half of the year saw positive net inflows.
ɼ The first half of the year was characterised by net outflows (of £5.3bn) mainly across equities and fixed income and across all
clientgroups, largely due to clients rebalancing their portfolios.
ɼ In contrast, the second half of the year saw net inflows (of £0.4bn) into the Asia Pacific, Africa and Europe client groups, largely
driven by the institutional channel into global equities, emerging market fixed income (investment grade), alternative credit
strategies, as well as the fund platform in South Africa.
ɽ Our investment performance improved during the year and continues to be competitive.
ɽ We have a track record of evolving our offering across asset classes to meet future client demand. During the financial year, we:
ɼ Launched our Emerging Markets Transition Debt strategy with over US dollar 450 million of initial commitments from a suite of
global clients;
ɼ developed a South African and global equity fund following our appointment as the manager for the flagship fund of a major global
investment manager; and
ɼ evolved our Emerging Africa Infrastructure strategy to include Asia and succeeded in allocating to a first transaction in the region.
ɽ These developments are aligned with where we see long-term investment opportunities and returns for our clients.
ɽ We believe in building enduring and deep relationships across institutional and advisor clients, where we continued to maintain and
build a diverse asset base, in key markets.
ɼ The announcement of our agreement with Sanlam during the financial year represents a significant opportunity to reach deeper
into the South African savings market by having preferred access to their extensive distribution network.
ɼ We continued to deepen our client relationships across our locations, as demonstrated by significant wins in the Asia Pacific,
Americas and Africa client groups during the financial year.
ɼ Furthermore, we successfully opened offices in Saudi Arabia (Riyadh) and the United Arab Emirates (Abu Dhabi) during the financial
year, where we see significant opportunity for growth.
ɽ Despite the prevailing challenges of attracting client assets for active asset managers, we are confident of the long-term relevance
of our client offering.
We continued to advance on our sustainability agenda with
progress made across our three pillars of Invest, Advocate
and Inhabit.
ɽ Progress made under the Invest pillar included:
ɼ Completed 29 Transition Plan Assessments (“TPA”s)
toevaluate progress of our highest emitters towards
delivering ambitious and credible transition plans and
informengagement strategies.
ɼ Created a firm-wide framework to enhance analysis
ofnature-related risks and impacts.
ɼ Adopted the Sustainability Disclosure Requirements (“SDR”)
sustainability impact labels for certain investment strategies
(Global Environment and Global Sustainable Equity).
ɽ Activities undertaken in our Advocate pillar included:
ɼ A continued emphasis on the importance of a fair and
inclusive transition, as opposed to portfolio decarbonisation,
and the need for its adequate funding.
ɼ Participated in the Glasgow Financial Alliance for Net Zero
(“GFANZ”), the Sustainable Markets Initiative (“SMI”), the
Investor Leadership Network (“ILN”), and the Institutional
Investors Group on Climate Change (“IIGCC”).
ɼ Published ‘Net-zero investing: searching for returns
andreal-world change’, a guide to building real net-zero
aligned portfolios.
ɽ Progress made in our Inhabit pillar included:
ɼ Achieving carbon neutrality on Scope 1, 2 and 3 (category
6) emissions through our partnership with BioCarbon
Partners.
ɼ Investing in a better tomorrow via support for the Earthshot
Prize, Changeblazers and other initiatives.
ɼ Funding research into occupation matching for South
Africa’s coal sector to support policy development for
ajusttransition, and into access to water and sanitation.
See Sustainability and Stewardship Report for more information.
ɽ During the year, our experienced and highly-skilled staff
complement showed significant commitment.
ɼ Headcount has increased to 1,230, mainly driven by new
roles related to the growth of the South African fund
platform. In spite of this increase, we continue to apply
greater discipline to recruitment requests.
ɼ The total staff shareholding in Ninety One increased to
32.6%, demonstrating our strengthening owner-culture
and the long-term commitment of our people. (This staff
shareholding includes independent shareholdings by Forty
Two Point Two, Ninety One staff share schemes and other
direct staff shareholdings.)
ɼ Staff turnover decreased from the prior year and stood
at 8.7%.
ɽ Building talent density remained a priority with a number
ofinternal changes, primarily within the investments and
client group areas, aimed at further enhancing our offering.
ɽ In addition, we made a number of senior hires in strategic
growth areas such as in our private credit platform.
ɽ Furthermore, our succession-planning efforts during the year
reflected our desire to build a truly intergenerational business.
ɽ Recognising the key role our leaders play in our business,
theywere provided with structural support through coaching,
facilitation and leadership offsites and development
conversations during the year.
ɽ We continued to actively communicate with our people,
including through regular staff updates as well as leadership
and team offsites, which have all helped preserve and
perpetuate the unique culture of the business.
17
Strategic ReportGovernanceFinancial StatementsAdditional Information
Tracking our Strategic Progress
Our key performance indicators
(“KPIs”) enable us to monitor
our progress towards our
strategic priorities.
Methodology
We track our progress using three financial KPIs. These are
key drivers of value creation.
In relation to non-financial KPIs, the Board periodically
identifies non-financial indicators which are aligned with
Ninety One’s short-term and long-term objectives. While
the specific non-financial KPIs may change over time,
these will always emphasise a focus on people and culture,
risk management and conduct, as well as relationship
outcomes and reputation.
Investment performance
68%
82%
59%
71%
43%
FY23
FY22
FY21
FY25
FY24
Definition
3-year firm-wide investment
outperformance calculated as
the sum of the total market
values for individual portfolios
that have positive active
returns on a gross basis,
expressed as a percentage
of total AUM.
Why it’s important
Investment performance is at
the core of our proposition
to clients.
Progress in the year
ɽ Competitive and improving
investment performance.
ɽ 3-year investment
outperformance improved
over the year.
ɽ Furthermore, our medium-
to long-term investment
performance remains
competitive (at 72% and
81% outperformance
on a 5- and 10-year basis
respectively), supporting our
confidence in the strength of
our investment platform and
value of our disciplined
approach.
Adjusted EPS
17.0p
19.2p
15.9p
15.5p
17.3p
FY23
FY22
FY21
FY25
FY24
Definition
Adjusted earnings attributable
to shareholders divided by the
number of ordinary shares in
issue at the end of the period.
Why it’s important
Adjusted EPS measures
thevalue generated for
shareholders.
Progress in the year
ɽ Ninety One delivered a solid
financial performance.
ɽ Adjusted operating profit
decreased by 1%.
ɽ Adjusted EPS decreased by
3%, more than the adjusted
operating profit, driven by a
higher effective tax rate.
ɽ The business bought back
10.6 million shares (1.2% of
opening issued share capital)
during the financial year.
Net flows
£(10.6)bn
£(9.4)bn
£5.0bn
(£0.2bn)
£(4.9)bn
FY23
FY22
FY21
FY25
FY24
Definition
The increase in AUM received
from clients, less the decrease
in AUM withdrawn by clients.
Where cross investment
occurs, assets and flows are
identified, and the duplication
is removed.
Why it’s important
Net flows indicate client support
and market relevance.
Progress in the year
ɽ Net flows, while still negative,
represented a substantial
improvement from the
prior year.
ɽ The second half of the year
saw significant net flow
improvements relative to the
first half (H1 2025 £5.3 billion
net outflows versus H2 2025
£0.4 billion net inflows). This
was driven by increased gross
inflows as well as some
reduction in gross outflows.
ɽ Full year net outflows were
largely driven by clients
rebalancing their portfolios.
ɽ We remain well-positioned for
future client demand and
growth, especially in the areas
of global and international
equities, emerging market
equities, and emerging market
fixed income, including
specialist credit and
sustainable investing.
See the Chairman and Chief Executive Officer’s Statement,
Financial Review and Our Strategy sections, as well as the
Sustainability and Stewardship Report, for more information.
18
Ninety One Integrated Annual Report 2025
Key employee retention and
succession planning
Definition
The retention and
continued development
of the leadership team.
Why it’s important
At its core, Ninety One is a people
business. The stability of its leadership
team has a direct impact on the firm’s
ability to attract and retain AUM and
to develop its human capital for the
long term.
Progress in the year
ɽ Our staff turnover decreased over
the year, reinforcing our ability to
maintain workforce stability.
ɽ Talent density and intergenerational
readiness remained key priorities,
supported by structured talent
reviews and leadership transitions
that strengthened long-term
succession.
ɽ We continued to focus our
succession planning efforts on
building the “bench strength” within
our senior leadership, standing
us in good stead for the future.
ɽ The Ninety One total staff
shareholding increased to 32.7%,
signalling the long-term
commitment of our people.
Relationships and reputation
Definition
The development of
quality relationships
alongside a strong brand.
Why it’s important
The quality of Ninety One’s
relationships, together with a
culture of good conduct and risk
management, informs our brand and
bolsters our reputation. This is a
source of competitive advantage.
Progress in the year
ɽ This was another year of intense
client engagement where, as ever,
client service was the priority.
ɽ It was a year of meaningful
employee engagement, supported
by a range of initiatives including
leadership and other training, staff
updates, offsite sessions, in-office
events and ongoing talent
development.
ɽ Our support of employee-driven
initiatives continued and
exemplified how Ninety One
has put culture and purpose
at the heart of the organisation.
ɽ Regulators conducted routine
audits and inspections during the
year without any material issues
being raised. However, a South
African subsidiary received a
sanction (of approximately
£120,000) from the FSCA relating
to deficiencies in AML and CDD
processes. There was no harm or
prejudice to clients or any parties
from this.
Commitment to sustainability
Definition
The progress against
objectives identified by
the Board from time to
time under the firm’s
sustainability framework.
Why it’s important
From the start, Ninety One has
been committed to investing for a
better tomorrow. Commitment to
sustainability is part of who we are.
Progress in the year
ɽ We continue to believe that
delivering the best investment
outcomes for our clients over the
long term depends on securing a
prosperous and sustainable future.
ɽ We advanced across our
sustainability agenda with
significant progress made under
our Invest, Advocate and Inhabit
framework.
ɽ This included work in the areas
of strategic engagement with
our highest-emitting investee
companies, creating a firm-wide
framework related to nature-linked
risks and impacts, raising over
US dollar 450 million for transition
investments and taking steps to
reduce our own carbon emissions
as a business.
Strategic progress
Definition
The progress against
strategic priorities
specifically identified by
the Board. This could
include growth initiatives
in respect of new
products, strategies
or geographies.
Why it’s important
The achievement of our strategic
objectives will drive the future growth
of Ninety One.
Progress in the year
ɽ Ninety One has strategic clarity and
this year saw the outcomes of our
sharpened focus beginning to
emerge.
ɽ There was scaling and good
traction in our focus strategies,
including our private credit
platform, emerging market and
international equities.
ɽ The announcement of the Sanlam
transaction was a bold move in
South Africa which progressed
well (with completion expected
in financial year 2026).
ɽ There was greater technology
enablement and usage across the
business following a successful
AI roll-out.
ɽ We increased our presence on the
ground in the Middle East with
offices opening in Saudi Arabia
and the United Arab Emirates.
ɽ The business demonstrated its
ability to stick to its strategy, in spite
of the significant headwinds, to
deliver robust earnings and
maintain a clean balance sheet.
Key: Performance
Strong achievement
Expected achievement
Limited achievement
19
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Stakeholders
Our clients Our shareholders Our people Society and environment
Our clients always come first. The long-term success of
Ninety One depends on our ability to be relevant and respond
to our clients’ needs and assist them to meet their long-term
investment objectives.
The continued support of our shareholders is key to our
long-term success.
Our shareholders seek attractive financial returns from
Ninety One. They also expect robust governance practices
and responsible corporate citizenship. Shareholder support
depends on a combination of good results and active
engagement with shareholders. At Ninety One, we respect
the advice and input from our shareholder base.
We are a people business with a culture that is vital for our long-
term success. Our continued success depends on our ability to
attract talent, encourage skills development and talent density,
and enable our people to remain committed to our clients and
business.
Our people expect to feel proud of where they work, enjoy the
work they do, be appropriately rewarded for their commitment,
and have the freedom to be themselves within a team context.
We are committed to positioning our business on the right side
of history.
Our societies and wider environment expect us to operate with
integrity and contribute to a more sustainable world. The long-
term success of Ninety One depends on the goodwill of the
societies in which we operate. We support communities and the
natural world in line with our wider purpose.
How we engaged in financial year 2025
During the year, we emphasised proximity-based engagement
through smaller, more intimate events – which allowed for
in-depth conversations, regional relevance and the
establishment of stronger relationships.
Engagement over the year:
ɽ The approach to client engagement continues to evolve as
we find different ways to add value to our relationships.
ɽ We placed greater emphasis on smaller, focused sessions
that facilitate tailored discussions and actionable outcomes.
Additionally, our client-facing teams ramped up efforts to
assess where integrating AI can enhance our client
experience and overall servicing.
ɽ We strengthened cross-functional collaboration to ensure
that each client benefits from the full breadth of our global
platform – delivered locally and with relevance.
ɽ Key topics of interest for our clients included the outlook
for emerging markets and AI, both in terms of investment
implications and integrating it into their investment processes
and operations.
ɽ Our clients regularly fed back their appreciation of prompt
responses and relevant actions that support their needs,
whether through events, webinars, bespoke content or,
where required, time with our portfolio managers.
ɽ The Board (and its relevant subcommittees) regularly
received and discussed information on our investment
performance, net flows, client engagement activities and
related risks. This enabled the Board to have effective
oversight of the experience and service levels received by
our clients and identify any issues of concern to ensure good
service standards are maintained.
During the year, we maintained a comprehensive programme
of investor engagement:
ɽ Following the release of our interim results, the Chief
Executive Officer and Finance Director met with
shareholders, investors and analysts. Furthermore, our
recorded webcasts and materials from previous results
presentations are always available on our website for
the benefit of all existing and potential investors.
ɽ The investor relations team and senior management
conducted individual and group meetings with large
shareholders and other investors following the release of
our results.
ɽ There was also significant shareholder engagement during
the year. These mainly took place ahead of the AGM, at our
governance roadshow and ahead of the general meeting
(held in April 2025), which sought shareholder approval in
relation to the issuance of new shares as part of the Sanlam
transaction.
ɽ The AGM and general meeting, held in a hybrid form in July
2024, was an important event attended by all directors, and is
available to all shareholders. We welcomed the strong
support for all our resolutions from our shareholders, in part
due to our shareholder engagement ahead of these events.
ɽ An interim dividend was paid in December 2024 and a final
dividend was proposed in June 2025.
ɽ The Board (and its relevant subcommittees) regularly received
and discussed information on key market and business
developments, including business performance, financial
results, share price movements, investor sentiment and
shareholder feedback from the investor relations team,
Chief Executive Officer and Finance Director. This enabled
the Board to have effective oversight of the business’s overall
performance, stability and value-creation potential and to
identify any possible areas of concern for shareholders.
Our people remain engaged, motivated and committed and
through our various interactions, they feel valued and supported
by Ninety One. Engagement over the year included:
ɽ Various forms of staff communication took place:
ɼ All-person staff updates and email communications from
the Chief Executive Officer, which helped to ensure that
strategic decisions made by the Board were well
understood across the organisation.
ɼ Regular updates by senior management to their teams on
developments in the business.
ɼ Quarterly investment team updates to all staff.
ɼ Daily team discussions and regular feedback sessions.
ɽ Dedicated team engagement sessions were held to help our
people feel connected, supported and empowered. These
included wellbeing workshops and forums on physical and
mental health.
ɽ Training programmes were available for the benefit of all
employees, including in the area of talent development.
ɽ We continued to encourage our people to volunteer for
charitable causes and support multiple charities that are
close to their hearts, either via paid volunteering days or
by matching the donations raised by our staff.
ɽ The Board and its relevant subcommittees regularly reviewed
updates on hiring, exits, talent development, remuneration
and diversity. These insights enabled the Board to maintain
oversight of people-related matters and uphold our culture
and values.
ɽ Colin Keogh continued as our Non-Executive Director
responsible for workforce engagement and engaged directly
and informally with the Employee Engagement Forum.
Feedback from the forum was discussed with the Board and
helped to inform the Board’s discussions, decision-making
and the integrity of our unique culture.
We continued to conduct our business and operations as
responsible citizens. Examples over the year included:
ɽ Emphasising the importance of a fair and inclusive transition,
as opposed to portfolio decarbonisation, and that the
transition needs to be adequately funded, especially in
emerging markets. In this vein, we successfully launched our
Emerging Markets Transition Debt strategy during the financial
year with over US dollar 450 million of client commitments.
ɽ Creating a firm-wide framework to enhance analysis of
nature-related risks and impacts.
ɽ Our people regularly volunteered for charitable causes
andraised money for various charities globally. Ninety One
continued to match the donations raised by our staff.
ɽ The Ninety One Green team continued to advocate for
employees to reduce their personal carbon footprints
throughpartnership with Giki Zero and other initiatives.
ɽ We refined our environmental data collection processes to
enhance the accuracy and completeness of our emissions
reporting.
ɽ Investing in a better tomorrow via support for the Earthshot
Prize, Changeblazers and other initiatives.
ɽ There was regular engagement with our suppliers, with the
Board discussing updates to key supplier relationships.
ɽ The Board (and its relevant subcommittees) received and
discussed information on our various sustainability initiatives
and developments to gain a good understanding of the
overall positioning of our business against the expectations
of this stakeholder group.
The Board has considered the interests of stakeholders throughout the year.
See Our Shareholders section on page 23
for further details.
See Our Clients section on page 22
for further details.
20
Ninety One Integrated Annual Report 2025
Our clients Our shareholders Our people Society and environment
Our clients always come first. The long-term success of
Ninety One depends on our ability to be relevant and respond
to our clients’ needs and assist them to meet their long-term
investment objectives.
The continued support of our shareholders is key to our
long-term success.
Our shareholders seek attractive financial returns from
Ninety One. They also expect robust governance practices
and responsible corporate citizenship. Shareholder support
depends on a combination of good results and active
engagement with shareholders. At Ninety One, we respect
the advice and input from our shareholder base.
We are a people business with a culture that is vital for our long-
term success. Our continued success depends on our ability to
attract talent, encourage skills development and talent density,
and enable our people to remain committed to our clients and
business.
Our people expect to feel proud of where they work, enjoy the
work they do, be appropriately rewarded for their commitment,
and have the freedom to be themselves within a team context.
We are committed to positioning our business on the right side
of history.
Our societies and wider environment expect us to operate with
integrity and contribute to a more sustainable world. The long-
term success of Ninety One depends on the goodwill of the
societies in which we operate. We support communities and the
natural world in line with our wider purpose.
How we engaged in financial year 2025
During the year, we emphasised proximity-based engagement
through smaller, more intimate events – which allowed for
in-depth conversations, regional relevance and the
establishment of stronger relationships.
Engagement over the year:
ɽ The approach to client engagement continues to evolve as
we find different ways to add value to our relationships.
ɽ We placed greater emphasis on smaller, focused sessions
that facilitate tailored discussions and actionable outcomes.
Additionally, our client-facing teams ramped up efforts to
assess where integrating AI can enhance our client
experience and overall servicing.
ɽ We strengthened cross-functional collaboration to ensure
that each client benefits from the full breadth of our global
platform – delivered locally and with relevance.
ɽ Key topics of interest for our clients included the outlook
for emerging markets and AI, both in terms of investment
implications and integrating it into their investment processes
and operations.
ɽ Our clients regularly fed back their appreciation of prompt
responses and relevant actions that support their needs,
whether through events, webinars, bespoke content or,
where required, time with our portfolio managers.
ɽ The Board (and its relevant subcommittees) regularly
received and discussed information on our investment
performance, net flows, client engagement activities and
related risks. This enabled the Board to have effective
oversight of the experience and service levels received by
our clients and identify any issues of concern to ensure good
service standards are maintained.
During the year, we maintained a comprehensive programme
of investor engagement:
ɽ Following the release of our interim results, the Chief
Executive Officer and Finance Director met with
shareholders, investors and analysts. Furthermore, our
recorded webcasts and materials from previous results
presentations are always available on our website for
the benefit of all existing and potential investors.
ɽ The investor relations team and senior management
conducted individual and group meetings with large
shareholders and other investors following the release of
our results.
ɽ There was also significant shareholder engagement during
the year. These mainly took place ahead of the AGM, at our
governance roadshow and ahead of the general meeting
(held in April 2025), which sought shareholder approval in
relation to the issuance of new shares as part of the Sanlam
transaction.
ɽ The AGM and general meeting, held in a hybrid form in July
2024, was an important event attended by all directors, and is
available to all shareholders. We welcomed the strong
support for all our resolutions from our shareholders, in part
due to our shareholder engagement ahead of these events.
ɽ An interim dividend was paid in December 2024 and a final
dividend was proposed in June 2025.
ɽ The Board (and its relevant subcommittees) regularly received
and discussed information on key market and business
developments, including business performance, financial
results, share price movements, investor sentiment and
shareholder feedback from the investor relations team,
Chief Executive Officer and Finance Director. This enabled
the Board to have effective oversight of the business’s overall
performance, stability and value-creation potential and to
identify any possible areas of concern for shareholders.
Our people remain engaged, motivated and committed and
through our various interactions, they feel valued and supported
by Ninety One. Engagement over the year included:
ɽ Various forms of staff communication took place:
ɼ All-person staff updates and email communications from
the Chief Executive Officer, which helped to ensure that
strategic decisions made by the Board were well
understood across the organisation.
ɼ Regular updates by senior management to their teams on
developments in the business.
ɼ Quarterly investment team updates to all staff.
ɼ Daily team discussions and regular feedback sessions.
ɽ Dedicated team engagement sessions were held to help our
people feel connected, supported and empowered. These
included wellbeing workshops and forums on physical and
mental health.
ɽ Training programmes were available for the benefit of all
employees, including in the area of talent development.
ɽ We continued to encourage our people to volunteer for
charitable causes and support multiple charities that are
close to their hearts, either via paid volunteering days or
by matching the donations raised by our staff.
ɽ The Board and its relevant subcommittees regularly reviewed
updates on hiring, exits, talent development, remuneration
and diversity. These insights enabled the Board to maintain
oversight of people-related matters and uphold our culture
and values.
ɽ Colin Keogh continued as our Non-Executive Director
responsible for workforce engagement and engaged directly
and informally with the Employee Engagement Forum.
Feedback from the forum was discussed with the Board and
helped to inform the Board’s discussions, decision-making
and the integrity of our unique culture.
We continued to conduct our business and operations as
responsible citizens. Examples over the year included:
ɽ Emphasising the importance of a fair and inclusive transition,
as opposed to portfolio decarbonisation, and that the
transition needs to be adequately funded, especially in
emerging markets. In this vein, we successfully launched our
Emerging Markets Transition Debt strategy during the financial
year with over US dollar 450 million of client commitments.
ɽ Creating a firm-wide framework to enhance analysis of
nature-related risks and impacts.
ɽ Our people regularly volunteered for charitable causes
andraised money for various charities globally. Ninety One
continued to match the donations raised by our staff.
ɽ The Ninety One Green team continued to advocate for
employees to reduce their personal carbon footprints
throughpartnership with Giki Zero and other initiatives.
ɽ We refined our environmental data collection processes to
enhance the accuracy and completeness of our emissions
reporting.
ɽ Investing in a better tomorrow via support for the Earthshot
Prize, Changeblazers and other initiatives.
ɽ There was regular engagement with our suppliers, with the
Board discussing updates to key supplier relationships.
ɽ The Board (and its relevant subcommittees) received and
discussed information on our various sustainability initiatives
and developments to gain a good understanding of the
overall positioning of our business against the expectations
of this stakeholder group.
See our Sustainability and Stewardship Report
for further details.
See Our People section on page 24 for further details.
21
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Clients
We partner with asset owners and
intermediaries from all over the
world, spanning institutional and
advisor markets.
Our institutional clients include public and private pension
funds, sovereign wealth funds, central banks, insurers,
corporates, and endowments. Our advisor relationships
extend to wealth managers, private and retail banks, and
independent financial advisors. These relationships are
long-standing and increasingly global, reflecting the
breadth of our platform and the trust placed in our
investment capabilities.
Our client proposition
In a competitive and evolving environment, we aim to
deliver investment excellence through strategies that
are relevant, differentiated and aligned with long-term
objectives. We are active and responsible investors with a
clear purpose: to support clients in achieving sustainable,
long-term outcomes. Our approach is grounded in
fundamental research, high-conviction investing, and
a deep understanding of market complexity.
We continue to invest in specialist capabilities that reflect
client demand and market opportunity – particularly in
differentiated credit and specialist equities. In conversation
with clients, our heritage in emerging markets resonates
with those seeking performance with purpose.
Relationship excellence is central to our value proposition.
Understanding each client’s strategic investment priorities
and portfolio objectives is central to ensuring we tailor our
offerings to align with client needs. We develop solutions
organically, guided by direct client dialogue and our culture
of long-term stewardship.
Client engagement
We recognise that client relationships are built on more
than performance. They require partnership, transparency
and ongoing engagement. We seek to engage
meaningfully – through dialogue, shared insights and
solutions tailored to complex portfolio challenges.
We believe in being close to our clients – both in
understanding their needs and in physical proximity.
With teams and offices located across key global regions,
we are better positioned to serve our clients where they
are. We have emphasised proximity-based engagement
through smaller, more intimate events in locations such
as Hong Kong, Saudi Arabia, the US, South Africa, Australia
and Canada. These sessions allow for in-depth
conversations, regional relevance and stronger
relationships.
We also evolved our engagement model. We are placing
greater emphasis on smaller, focused sessions that
facilitate tailored discussions and actionable outcomes.
We are strengthening cross-functional collaboration to
ensure that each client benefits from the full breadth of our
global platform – delivered locally and with relevance.
Over the past year, there was continued scrutiny of
emerging market exposure, given the risk-reward payoff
versus developed markets. Investment teams shared
instructive research throughout the period within our
Deliberating EM Debt and Deliberating EM Equities
materials, assessing the value of an emerging market
allocation despite the macro headwinds.
While sustainability continues to feature in client
conversations, the emphasis has become more pragmatic,
underpinned by our approach of sustainability with
substance. We have always focused on supporting clients
as they weigh climate considerations against real-world
implementation challenges and return objectives.
AI emerged as a new frontier of engagement. Clients are
focusing on both the investment implications of AI and how
asset managers integrate it into their investment processes
and operations. We see AI as a key enabler of improved
investment performance and enhanced service delivery.
Our cross-capability AI working group is actively exploring
opportunities across investment research, operational
efficiency, and client support – and we continue to share
early findings with our clients.
Looking ahead
As we look to the future, our client strategy remains
focused on deepening relationships and anticipating their
evolving needs. To do this, we are being more precise in
cultivating relationships where there is likely to be long-
term alignment. Driving this precision requires continued
investment in digital tools, AI capabilities and enhanced
reporting to improve transparency, user experience and
outcomes.
Our clients’ success is our success. The work we do is
anchored in this principle.
Deliberating EM equities | Ninety One
Deliberating EM debt | Ninety One
22
Ninety One Integrated Annual Report 2025
Our Shareholders
Our shareholders and their
support are essential for the
sustained success of our business.
Shareholder engagement
The Board values the importance of an active engagement
programme and we continuously look to improve our
interactions to build and develop open and trusted
relationships with our shareholders.
The investor relations team has primary responsibility for
ensuring that all market participants have access to timely
and relevant information. The team regularly engages with
analysts and current and prospective shareholders to help
them understand our business, strategy and financial
prospects.
The Board receives regular updates through briefings and
reports from the investor relations team, Chief Executive
Officer and Finance Director on key market developments,
share price movements, investor sentiment and
shareholder feedback.
Information on Ninety One’s top shareholders is included
in the Director’s Report on pages 100 and 101.
Institutional shareholders
Ninety One maintains a high-quality institutional
shareholder base. The investor relations team has primary
responsibility for managing day-to-day communications
with these shareholders and supports the Chairman,
Senior Independent Director, Chief Executive Officer and
Finance Director in conducting a comprehensive shareholder
engagement programme during each financial year.
Throughout the year, Hendrik du Toit and Kim McFarland
engaged extensively with existing and potential investors
during individual and group meetings following the release
of our financial results (in June 2024 and November 2024).
We continue to mainly conduct our investor meetings
virtually. We believe this allows us to engage with a greater
number of investors and reduces travel time, which also
helps with our carbon reduction targets. Topics discussed
at these meetings included strategic progress, financial
performance, dividend policy and capital management.
Presentation material and webcast transcripts are available on our
website at ninetyone.com/investor-relations.
In addition, the Chairman, Senior Independent Director and
investor relations team conducted a virtual governance
roadshow (in the first two months of 2025) with our largest
shareholders. Discussions were varied and included topics
such as succession planning, the announced Sanlam
transaction and general Board- and governance-related
matters.
Refer to page 20 for more information on the Board’s engagement
with our shareholders.
Ninety One’s shareholder value proposition is built on:
Significant employee
ownership
Emerging market
heritage
Superior global reach
given scale
Significant growth
potential across
existing skill set
Sustainably built
Distinctive specialist
active strategies
Sophisticated
institutional and
advisor client base
Attractive profile
with strong cash
generation
Individual shareholders
The Ninety One Company Secretary oversees
communication with individual shareholders, with the
support of our registrars in the UK and South Africa.
Shareholder meetings and voting
We conducted our July 2024 AGM in a hybrid form.
The AGM in London ran a physical and electronic meeting
concurrently, while the AGM in Cape Town was held
electronically. We believe this format supports effective
shareholder engagement as it allows all shareholders to
access the AGM electronically, while also offering the
opportunity to meet with our Directors. All shareholders
are encouraged to ask questions via a live portal.
Unfortunately, due to a live technical issue at the third-
party platform provider at the time of the AGM, Ninety One
was unable to see the questions raised by South African
shareholders at the 2024 AGM. Ninety One contacted the
shareholders concerned following the AGM to provide an
apology and answer their questions. Subsequent to this
issue, Ninety One took the decision to terminate its
contract with this third-party provider.
All proposed resolutions were passed, with shareholder
support for each ranging from 82% to 100%.
Following the financial year end, in April 2025, a General
Meeting was held for shareholders to vote on the issuance
of shares to Sanlam for the Sanlam transaction. All
proposed resolutions were passed, with shareholder
support at 99%.
The results of our AGM shareholder voting are available on our
website at ninetyone.com/investor-relations.
23
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our People
Investing in our people to sustain
long-term excellence.
At Ninety One, people are not resources – they are
the reason we can pursue long-term excellence with
conviction. We believe ambition and care are not mutually
exclusive; they are the twin engines of meaningful
performance.
Our culture is anchored in our core value to ‘do the right
thing’ and our philosophy for success is based on the
‘freedom to create.’ We believe that by fostering an
environment of trust, responsibility, and inclusivity we
empower our people to bring their best to our clients,
colleagues and communities.
Read more about our culture and values on page 7.
Employee engagement, development
and training
We invest in our people’s growth and development,
measuring engagement through structured feedback
mechanisms such as team development sessions,
individual coaching and offsites. These initiatives ensure
that employees feel heard, valued and equipped to
contribute meaningfully.
Effective leadership is fundamental to our sustainable
success. Our leadership development framework
emphasises experiential learning, continuous feedback,
professional coaching and traditional training. This
approach cultivates strong and principled leaders.
All of our people are required to take part in our compliance
training programmes, which cover various topics including
updates on regulations and conflicts of interest. We
supplement this with technical updates from external
specialists, ensuring our teams remain informed and
compliant with evolving regulations. Any procedural
changes due to regulatory shifts are implemented by the
compliance team as part of their monitoring programme.
Employee rewards and wellbeing
We consider remuneration to be an important element
of our employee value proposition, which has been
designed to attract, retain and motivate our people. Our
remuneration policies, plans and practices are clear and
transparent and include a combination of salary, annual
performance bonus, employer pension contributions and
a range of non-cash benefits.
As part of our commitment to building a long-term,
sustainable business and supporting our owner culture,
we promote our equity ownership, which leads to closer
alignment with our shareholders’ and clients’ interests.
We believe wellbeing is not a benefit – it is a basic condition
for people to do their best work. Our approach is holistic,
treating wellbeing as the intersection of psychological
safety, physical health, connection and purpose. We offer
programmes and resources to support employees at every
stage of their personal and professional journeys.
Our culture promotes open dialogue around health and
wellbeing – both physical and mental. In addition to our
wellbeing programmes, we have firm-wide policies in place
to ensure that our people work in a safe and healthy
working environment. These include our Global Health and
Safety Policy, Whistleblowing Policy and Equality Policy.
Building an inclusive culture
Ninety One is committed to creating an inclusive workplace
free from bias, where people from diverse backgrounds,
cultures, and perspectives feel valued and have equal
opportunities to thrive. We cultivate an environment where
people feel they belong, enabling engagement and better
outcomes for our clients.
Our leaders are responsible for creating environments
where difference is not just accepted, but sought after and
celebrated. Inclusion at Ninety One is not a programme –
it is a shared mindset.
Gender split
Women Men
Board members 4 4
% of Board 50% 50%
Senior positions on the Board
1
1 3
Executive management
2
5 5
% of executive management 50% 50%
Senior management
3
% 37% 63%
All employees 50% 50%
Ethnicity split
4
White British or
other White
(including
minority-white
groups)
Mixed/
Multiple
Ethnic
Groups
Asian/
Asian
British
Black/
African/
Caribbean/
Black British
Board members 6 2
% of Board 75% 25%
Senior positions
on the Board
1
4
Executive
management
2
5 1 3 1
% of executive
management 50% 10% 30% 10%
Board diversity policy
We consider diversity at Board level to be an essential element
of improving decision-making, perspective, governance and
good leadership. A diverse Board will include and make good
use of differences in the skills, experience, perspectives
and backgrounds, of its members. The composition and
appointments of the Boardwill always be made on merit.
In reviewing Board composition, we consider the benefits
of all aspects of diversity and applicable legal and
regulatory requirements to enable Ninety One to
discharge its duties and responsibilities effectively.
1. Senior positions on the Board include Chief Executive Officer, Finance
Director, Senior Independent Director and Chairman.
2. Executive management includes Chief Executive Officer’s direct reports
(excluding support roles) and the Company Secretary.
3. Senior management as per Women in Finance Charter submission.
4. This table meets UK Listing Rule requirements and is in a prescribed format.
24
Ninety One Integrated Annual Report 2025
Acting Responsibly
as a Corporate Citizen
Our aim to build a better firm
starts with setting high standards
for ourselves.
Ninety One has a number of policies to ensure we operate
in a socially responsible and compliant manner, reflecting
our value of doing the right thing for all stakeholders –
including regulators, policymakers, suppliers and
wider society.
Ninety One has a number of policies to ensure we operate
in a socially responsible and compliant manner, reflecting
our value of doing the right thing.
Our approach to anti-bribery and
anti-corruption
We have a zero-tolerance approach to bribery and
corruption. Our employees undertake training to ensure
they understand their responsibilities and are aware of the
consequences of the failure to comply with anti-bribery
and corruption policies in all the jurisdictions in which we
operate. Regional compliance teams are responsible for
reviewing and updating internal procedures to enable
our business and employees to manage the legal and
reputational risks associated with bribery and corruption.
Our Financial Crime Compliance Policy, which
consolidates a number of policies including anti-bribery
and corruption, sets out our approach to mitigating the
risks arising from exposure to financial crime. Other
Compliance policies, such as our Whistleblowing Policy,
Third Party Benefits Policy and Conflicts of Interest Policy,
further strengthen our zero-tolerance approach to bribery
and corruption.
Data protection and privacy policy
Our Data Protection and Privacy Policy promotes sound
practices for the collection and processing of personal
data to ensure that Ninety One acts in accordance with
global data protection and privacy regulations, in addition
to our fiduciary responsibilities towards our clients and
employees. Our people are aware of their data-protection
responsibilities and receive appropriate training.
Working with regulators and peers
Ninety One is a global investment manager with regulatory
obligations in the many jurisdictions in which we operate.
In line with our key value, we want to do the right thing for
our regulators by maintaining constructive and proactive
working relationships with them around the world.
We participate in industry forums, alongside our peers
in the markets in which we operate, with the intention of
constructive development of policy and regulation. Our
Board and our DLC Audit and Risk Committee are engaged
in the material regulatory matters and policy initiatives that
Ninety One deals with.
Working with our suppliers
We value the relationships we have built with our suppliers
over the years and recognise the value they provide to our
business. We continue to work with our suppliers to ensure
they adhere to the standards and behaviours we uphold
across Ninety One. We have a high level of oversight,
focused on selection, onboarding, monitoring and
reporting across our supply chain and we review the
supplier relationships bi-annually. We have adopted a
global approach to modern slavery. We will not knowingly
support and/or do business with any third party involved in
slavery and/or human trafficking. We further review
suppliers with respect to their approach to sustainability
and diversity and we also ask that they treat and
remunerate their staff fairly.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Risk Management
Our risk management and internal
control framework is supported
by an embedded risk culture and
strong risk governance.
Risk management framework
Ninety One is exposed to a variety of risks as a result of its
global business activities and is committed to operating
within a strong system of internal control. The risk
management framework is designed to manage risk within
agreed appetite levels and is aligned to the delivery of the
Group’s strategy and creating long-term value for clients
and shareholders.
The approach to managing risk is comprehensive, and
includes identifying, assessing, managing, monitoring
andreporting current and emerging risks, supported by a
strong risk culture and governance structure. Ninety One
articulates its culture through its guiding value to ‘do the
right thing’, which is embedded in its approach to risk
management. The Group advocates an open and risk-
aware culture, which requires all employees to take
personal accountability for effective risk management
andfor establishing and maintaining an effective internal
control framework.
Risk appetite
Risk appetite statements are set by the Board and articulate
the level of risk the Board is willing to take in pursuit of
Ninety One’s business strategy. They cover all the Groups’
principal risks and are underpinned by risk limits and
tolerances, where both qualitative and quantitative metrics
are considered when assessing the position of current and
emerging risks against risk appetite.
Governance
The Board is responsible for risk management, and
for the adequacy and effectiveness of the system of
internal controls. To assist the Board in discharging its
responsibilities, it has delegated authority to the DLC Audit
and Risk Committee (“ARC”) to exercise non-executive
oversight of the risk management framework processes
and to assess the most significant risks facing the business.
Details of how the ARC oversees the framework is set out
on pages 66 to 70 of this report.
The ARC and executive management are supported by
theManagement Audit Committee – which oversees the
completeness, accuracy and effectiveness of financial
reporting, corporate tax compliance and the external
auditof financial accounts; and the Management Risk
Committee (“MRC”) – which oversees the effective
management of risks identified in the business, ensuring
that effective risk mitigation strategies are in place.
The MRC is supported by several specialised risk sub-
committees, comprising subject matter experts from
across the business who perform a more detailed review
of their risk environment to ensure that risk matters are
identified and escalated, where appropriate.
Three lines of defence
The risk management framework utilises a ‘three lines of
defence’ approach to managing risk. This ensures that
there is responsibility for risk management embedded
within the specialist teams overseeing day-to-day
processes and demonstrable independence within
the functions employed to challenge them.
ɽ The first line of defence is formed by managers and
staff who own and manage risks directly, as part of
theiraccountability for the processes and controls
that they operate;
ɽ the second line of defence comprises risk management
and compliance functions that provide oversight and
assurance that risk is being managed effectively in the
first line; and
ɽ the third line of defence is internal audit that provides
independent assurance on the effectiveness of
governance, risk management and internal controls
established by the first and second lines to manage risk.
Ninety One also maintains comprehensive insurance cover
with policies covering a number of insurable risk events.
Financial year 2025 developments
During the 2025 financial year, several initiatives were
undertaken by Ninety One’s risk functions to enhance the
risk management framework and the way risk is managed:
ɽ The risk appetite was reviewed, and the ratings and
descriptions were updated to provide additional clarity
to the ARC and Board on situations in which the
business needs to take action.
ɽ AI continued to be harnessed to boost efficiency
and productivity. This included adopting third party
products and developing internal AI tools that enable
individuals and teams to interact and query data.
To manage potential risks, a set of principles and
guidelines that govern the use of AI was also established.
ɽ Enhancements to the data classification framework
and protection controls were made, to make using and
protecting data easier and more efficient.
ɽ Several key operational resilient milestones were
delivered, including implementation and compliance
with the UK regulations, and the European equivalent
Digital Operational Resilience Act (“DORA”).
ɽ The principal risks were reviewed and updated to
ensure focus remains on the Group’s key exposures
and supports the way Ninety One thinks about and
manages its business.
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Ninety One Integrated Annual Report 2025
Assessment of risks
Ninety One’s risk management framework covers all types
of risk which affect the Group and that could impact on
theachievement of its strategic objectives. During the
normal course of business, existing and emerging risks
areidentified and assessed, and changes are monitored
throughout the year. The basis for risk identification is
underpinned by risk management tools, including risk
assessments, key indicators, stress tests and scenario
analysis and learnings from internal and external events,
supported by collaboration between functions across the
Group. This process also takes account of external factors,
such as geopolitical fragmentation, market conditions,
sustainability, and conduct and regulatory sentiment.
Ninety One classifies risks into three main categories:
business and strategic risk, investment risk and operational
risk. This approach allows risks to be demarcated from
other risk types, which provides a useful way to determine
where the greatest concentration and significant impacts
lie. This approach facilitates the prioritisation of risks as well
as the implementation of suitable risk-mitigation strategies.
Ninety One has identified ten principal risks, which are risks
that are most likely to impact the Group’s strategy, business
model, external reputation and future performance. The
principal risks have been reviewed and updated to ensure
that the focus remains on the Group’s key exposures and
supports the way Ninety One thinks about and manages its
business. Overall, Ninety One’s risk profile remained stable
during the period.
The Group considers both reputational and financial
impact in the course of managing all its risks and therefore
does not classify reputational impact as a separate
risk category.
Ninety One risk governance structure
Risk Governance, Escalation and Reporting
Key: Personnel
Independent Executive Management
Ensures controls and risk management
processes of the first line are working
as intended
Provides independent assurance to
the Board and executive management
about the design and operating
effectiveness of internal controls,
and the governance framework
DLC Board of Directors
DLC Audit and Risk Committee
Executive management
Management Risk Committee
Management
First Line of Defence Second Line of Defence Third Line of Defence
Specialised risk sub-committees
Management Audit Committee
Day-to-day ownership and
management of risks and controls
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Principal Risks
Key: Risk profile change over
the financial year
Risk exposure has improved
Risk exposure has remained stable
Risk exposure has deteriorated
Business and strategic risks
Business and strategic risks are identified when Ninety One fails to deliver on its strategy and business objectives. These risks can
manifest through a failure to foresee and respond to the changing needs of clients and other stakeholders, the inability to adapt
to changes in the operating environment, or failing to attract or retain the right talent to deliver good stakeholder outcomes.
Risk Risk management/mitigation Update on the risk assessment in FY 2025
1. External Environment Risk
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Ninety One is exposed to a range
of external factors that are outside
of its control, including risks
associated with market volatility
and fluctuations in exchange
rates, increased geopolitical
turmoil, shifting client preferences
and regulatory change. If Ninety
One fails to anticipate and
navigate this uncertainty, it could
impede the development and
implementation of its business
strategy, leading to missed
opportunities for value creation.
ɽ Group strategy is reviewed and approved by
the Board annually, which ensures Ninety
One has the right structure, leadership,
culture and resources to execute it.
ɽ The Chief Executive Officer, with support of
executive management, regularly reviews and
monitors progress against Ninety One’s
strategic objectives. Appropriate action is
taken as necessary to ensure that the strategy
remains relevant and delivery on track.
ɽ Ninety One analyses and monitors a broad
range of financial and non-financial measures
to support the execution of its strategy, and
adaptations are made where warranted,
including strict cost management when
appropriate.
ɽ The group’s geographical footprint and
investment strategy, product and client
diversification provide some mitigation
inrelation to the impact of adverse external
factors.
ɽ Ninety One’s compliance team monitor new
and emerging regulations relevant to its
business, to ensure early engagement in
any areas of potential change.
The external environment has remained
uncertain due to ongoing political conflict
and cyclical demand headwinds. Markets
have been generally positive over the
period, however demand for risk-on
strategies remains muted.
Despite this uncertainty, Ninety One has
experienced an improvement in inflows
and new business opportunities, such
as the announcement of the Sanlam
transaction.
Looking ahead, Ninety One is encouraged
by an environment of lower interest rates,
broadening markets and an improving new
business pipeline. Political risk is expected
to remain elevated and US tariffs and
retaliatory actions may exacerbate this
further. Nevertheless, Ninety One believes
its strategy remains relevant and positions
us well for the future.
See the Chairman and Chief Executive Officer’s
Statement on pages 8 to 11 for more information.
2. Product Risk
Strategic priorities: 1, 2, 3, 4
Risk profile:
Ninety One requires an
appropriate and relevant product
strategy to succeed. Therefore,
determining which products
will be developed are pivotal
decisions for the firm. If Ninety
One fails to respond and adapt
to changes in the industry and
to shifting client preferences,
its product offering may not be
suitably diversified, or may not
provide access to strategies
that will help clients to meet
their objectives. This could
lead to a value proposition that
renders Ninety One’s products
replaceable with competitor
alternatives, which could cause
AUM and revenues to decline.
ɽ The product development and commercial
strategy teams focus on strategy, research
and innovation so that Ninety One has a clear
product focus, offering a diverse mix of
investment capabilities and differentiated
strategies to meet current client needs, and
anticipate any future changes in demand.
ɽ Client-facing professionals are in close
contact with clients to ensure a deep
understanding of their needs, preferences,
and behaviours. This ensures that Ninety One
can better anticipate changes in client
expectations and demands, and react
in a timely manner to any concerns.
ɽ Product risks are managed through
Ninety One’s formal product governance
framework, to ensure its products
consistently meet existing requirements
and deliver good client outcomes.
Ninety One remains committed to
evolving its product offerings to best
serve its clients. A continued focus this
year was amending and evolving those
strategies that no longer reflect client
demand. Several new offerings have been
developed and launched that provide
clients with new avenues for diversification
to cater to their distinct investment goals,
for example in private markets.
Maintaining a disciplined product
development process allows Ninety One
to continuously evaluate and refine its
offerings. Products continue to be closed,
transitioned or amended on an ongoing
basis, to ensure Ninety One delivers the
most attractive solutions in differentiated
strategies for investors.
See the Chairman and Chief Executive Officer’s
Statement on pages 8 to 11 for more information.
The Board has carried out a robust
assessment of the Group’s principal risks.
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Ninety One Integrated Annual Report 2025
Business and strategic risks continued
Risk Risk management/mitigation Update on the risk assessment in FY 2025
3. Talent Management Risk
Strategic priorities: 5
Risk profile:
Ninety One’s continued success
depends on its ability to attract,
retain and develop a diverse,
experienced and highly skilled
pool of talent in an increasingly
competitive industry. Without
a committed and motivated
workforce, Ninety One may fail to
effectively execute its business
strategy or fail to be recognised as
an employer of choice, resulting in
increased costs, and higher than
planned turnover.
ɽ Well-defined and effective recruiting
strategies are in place that set out how
Ninety One will attract, identify, hire and
retain high-calibre people, supported by
competitive and long-term incentive plans.
ɽ Talent development programmes are in place
to nurture everyone’s potential and prepare
them for future roles in the business. Leaders
and managers are also developed to realise
the full potential of employees.
ɽ Hiring activities and indicators of employee
attrition are continuously monitored to
ensure effective people forecasting to meet
business demands.
Amid a challenging market Ninety One’s
skilled and talented teams persist in driving
excellence across all areas of the business.
Ninety One’s ongoing initiatives to nurture
talent and commit to an owner culture are
now well-established. The human capital
team has rolled out various initiatives to
provide people with support through all
stages of life and career.
Ninety One continues to monitor and
respond effectively to market pressures
and increased competition for talent in
the industry.
See Our People section on page 24 for more
information.
4. Sustainability Disclosure Risk
Strategic priorities: 1, 2, 3, 4
Risk profile:
Ninety One recognises the
importance of sustainability in
managing the environmental and
societal impact of the firm’s own
business activities. Sustainability
issues are often systemic, complex
and evolving, which could lead
to Ninety One inadvertently
making exaggerated or otherwise
misleading sustainability claims
or creating the perception that
the firm is more sustainable than it
actually is, resulting in regulatory
and legal scrutiny over its
disclosures, and damage to
Ninety One’s reputation.
ɽ The investment risk team monitors and
challenges the investment process in respect
of sustainability factors, and monitors
firm- and portfolio-level sustainability risks.
This is reported to the Sustainability
Committee, which has oversight of
sustainability risks, including resultant
climate-related risks.
ɽ Sustainability integration and potential risks
in specific strategies are monitored and
discussed as part of the investment process.
ɽ Ninety One’s Chief Sustainability Officer
chairs the Sustainability Committee, which
oversees the wider sustainability ecosystem
in the business.
Ninety One has continued to operate
within its framework which provides
for integration and monitoring of
sustainability-related risks and
opportunities.
During the year, the sustainability team and
technical marketing team also completed
a comprehensive review of sustainability-
related disclosures to avoid risk of
misleading claims, and ensure compliance
with the new UK Sustainability Disclosure
Regulation.
The Board (and its relevant
subcommittees) received and discussed
information on Ninety One’s various
sustainability initiatives and developments
to gain a good understanding of the overall
positioning of the business against the
expectations of its stakeholder group.
See the Sustainability
and Stewardship Report.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Investment risks
Investment risks are where Ninety One does not achieve clients’ investment objectives, or where portfolios are exposed to
inappropriate levels of risk in pursuit of achieving their objectives. Investment risks can manifest through portfolio positioning,
portfolio construction, stock selection or inappropriate benchmarking.
Risk Risk management/mitigation Update on the risk assessment in FY 2025
5. Investment Risk
Strategic priorities: 1, 2, 3, 4
Risk profile:
Strong investment performance
is at the core of Ninety One’s
proposition to clients and a
crucial factor for the growth
and retention of AUM. The
failure of Ninety One to deliver
consistent performance, or
ensure that portfolios meet client
investment objectives (including
sustainability outcomes) and
agreed risk profiles, may result
in clients moving their assets
elsewhere, and declining to
invest in investment strategies
and funds the firm raises in future.
Additionally, volatile markets could
result in the deterioration of fund
liquidity, and Ninety One may have
insufficient liquidity resources
to meet client and regulatory
expectations.
ɽ Ninety One has clearly defined investment
processes, which are designed to meet
targets within stated risk parameters and
deliver on the investment mandate of each
product/strategy. This is subject to ongoing
review and challenge through Ninety One’s
established risk management processes
and governance structure.
ɽ An independent investment risk and
performance team oversees portfolio
performance and the risk profiles of all
Ninety One portfolios. The team monitors
various risk measures to ensure portfolio
riskis appropriate and that risk budgets are
effectively used. The team also measures
liquidity for all portfolios, to ensure liquidity
obligations can be met.
ɽ An Investment Management Committee
oversees investment performance outcomes,
to ensure they adhere to the investment
philosophy, process, and research efforts
ofthe investment teams, andto ensure there
are sufficient and effective investment risk
mitigation activities and strategies in place.
ɽ A Liquidity Management Committee actively
monitors and assesses the liquidity risks and
potential mitigants for Ninety One’s products
on an ongoing basis.
Aggregate performance experienced
some headwinds during the financial year,
driven by a combination of persistent
geopolitical uncertainty and the
concentration of equity market returns.
Notable markers were the ‘Magnificent
Seven’ stocks performance, leading to
a momentum driven market, as well as
the continuation of higher interest rates
across developed markets. Broadly, most
investment strategies delivered outcomes
in line with expectations given the
prevailing market conditions. Importantly,
the longer-term performance and track
record of strategies remains solid and
continue to meet their stated objectives.
Overall portfolio risks have remained
within acceptable parameters in the face
of continued macro political volatility and
narrow performance ranges, particularly
for equity markets.
Market liquidity has remained resilient,
supported by stable trading volumes and
improved risk appetite across major asset
classes. However, periods of elevated
volatility around geopolitical events and
the record number of elections in 2024
led to episodic tightening in conditions.
Ninety One portfolios continued to
implement their investment strategies
andservice client flows without disruption.
Risk Management | Principal Risks
30
Ninety One Integrated Annual Report 2025
Operational risks
Operational risks result from the poor design and/or execution of controls. It can result in a poor client experience through sub-
standard servicing (including errors or omissions) or disruptions to the provision of services. These risks can also result from
external threats, such as attacks on technology defences or failings at key third parties that impact the operational resilience of the
firm. Operational risks can inconvenience clients and damage Ninety One’s reputation. Operational risks can also expose clients
and Ninety One to financial losses.
Risk Risk management/mitigation Update on the risk assessment in FY 2025
6. Process Execution Risk
Strategic priorities: 1, 2, 3
Risk profile:
Ninety One’s core business
activities rely on the effective
design and operation of internal
processes, supported by a
sound system of internal control,
and as a result faces the risk
of unintentional operational
issues or errors. A material
failure of a business process
could compromise Ninety One’s
operations resulting in poor
client outcomes, unanticipated
financial loss, increased costs
andreputational damage.
ɽ Ninety One maintains and operates within
asystem of internal controls that facilitate
itseffective and efficient operation.
ɽ Operational risk is managed across Ninety
One through a framework that includes a
Risk and Control Self-Assessment (“RCSA”)
process and a risk event management
process to facilitate the implementation
of control improvements.
ɽ The alignment between Ninety One’s internal
audit, risk management and compliance
functions provides a holistic approach to
understanding risk and providing assurance
on the ongoing effectiveness of controls.
Ninety One operates within a system
ofinternal controls that enables the
business to perform its activities and
processes without exposing it to
unacceptable regulatory breaches,
lossesor reputational damage.
During the year, key business processes
were regularly reviewed, and risks and
associated controls were assessed
through the RCSA process. Operational
risk events continue to be reviewed to
identify root causes and facilitate the
implementation of control improvements.
There were no significant changes to
Ninety One’s overall approach to risk
governance or its operation in the period.
7. Key Outsourcer Risk
Strategic priorities: 1, 2, 3
Risk profile:
Ninety One deploys a globally
integrated operations platform
that partners with key outsourcers
across the value chain where
internal teams retain responsibility
for oversight. An inability to
adequately oversee and manage
its key outsourcer partners
and ensure that they discharge
their contractual obligations
could compromise Ninety
One’s operations and impair the
firm’s ability to meet regulatory
requirements, and yield good
client outcomes.
ɽ Ninety One’s third-party oversight framework
is well embedded and consists of policies,
procedures and tools to govern the oversight
of key third parties, including its approach
to selection, due diligence, onboarding,
management and oversight monitoring.
ɽ Ongoing monitoring of third parties is
managed through regular interactions,
where risk and performance measures are
monitored and assessed against predefined
and expected standards to ensure effective
risk management of outsourced operations.
Ninety One continues to review and assess
its appetite for outsourcing to ensure that
it remains effective in relation to the size
and scale of the business. The firm remains
committed to the long-term investment
in systems, people and processes using
a global network of key outsourcers to
complement its own resources and skills.
A well-established framework for the
oversight of activities outsourced to third
parties is continually reviewed in line with
Ninety One’s risk appetite and regulatory
requirements. This is to ensure ongoing
effectiveness and to identify potential risks
which may impact the quality or resilience
of the services provided. Appropriate and
effective escalation channels are in place
to raise and resolve issues.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Risk Management | Principal Risks
Risk Risk management/mitigation Update on the risk assessment in FY 2025
8. Cyber Security and Information Technology Risk
Strategic priorities: 1, 2, 3
Risk profile:
Ninety One relies on technology
and the use of data to support
its core business activities and
achieve clients’ objectives. Events
such as unauthorised access,
data being held or transported
insecurely, or the inability to keep
pace with technological trends
can potentially put Ninety One’s
technology and information at
risk. The failure of Ninety One
to effectively secure, manage
and evolve its cyber security
and information technology
platform could lead to poor client
outcomes, negatively impact
Ninety One’s reputation and
stakeholder trust, and impede the
firm’s scalability and agility.
ɽ A dedicated Information Security, Cyber and
IT Risk function is responsible for the
operation of Ninety One’s IT risk management
framework, including information and
cyber-security governance policies,
procedures and training.
ɽ An externally managed specialist security
provider enhances Ninety One’s ability
to detect, investigate and respond to
unauthorised and/or suspicious activity.
ɽ Ninety One’s technology environment is
subject to regular testing, such as
penetration testing, vulnerability scans and
patch management.
ɽ The development of proprietary technology
systems and the adoption of emerging
technologies are rigorously researched and
tested and implemented via a well-embedded
change-management process.
Ninety One remains alert to the external
threat environment and continues to
invest in enhancements to the firm’s cyber
defence capabilities, demonstrating an
ongoing commitment to reducing the
likelihood of a successful cyber event.
Ongoing security assessments also ensure
that potential vulnerabilities are identified
and resolved as quickly as possible.
The rapid development in AI is an area
that Ninety One is monitoring closely. The
Group is committed to harnessing AI to
boost efficiency and productivity. Benefits
are being achieved through a number of
targeted use cases across different parts
of the business. Responsible use of AI has
been prioritised and a set of principles and
guidelines that govern the use of AI
has been established to manage the
potential risks.
9. Regulatory Compliance and Conduct Risk
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Ninety One operates its core
business in a highly regulated
environment. The failure of the
firm to adequately consider,
implement, or comply with
applicable laws, regulations and
professional standards could
expose Ninety One to regulatory
censure or enforcement action
which may lead to client detriment
and erode stakeholder trust and
confidence. Ninety One also
faces a range of ethical and
legal standards that govern its
conduct of business, and the
potential misconduct of the firm,
or individuals associated with
the firm, could harm its clients
and stakeholders, and negatively
impact Ninety One’s reputation.
ɽ A regulatory and compliance management
framework is in place across Ninety One’s
operations to monitor ongoing compliance,
including providing guidance to the business.
ɽ Compliance undertakes routine oversight,
monitoring and deep-dive activities to assess
compliance with regulations and legislation.
ɽ Ongoing engagement with applicable
regulators and relevant industry bodies is
maintained to appropriately position Ninety
One for potential change.
ɽ Ninety One promotes a strong risk and
compliance culture, supported by training,
policy attestations and compliance-assurance
programmes.
ɽ A Whistleblowing Policy is in place for
employees and others to make good faith
reports of suspected fraud, corruption, or
other unethical or illegal activity or
information.
During the year, Ninety One has delivered
several significant regulatory initiatives,
notably those related to trusted AI,
sustainability disclosures, financial
crime and operational resilience. Focus
remains on enhancing the firm’s control
environment using technology to optimise
compliance activities, and to support its
commitment to conducting all activities
with integrity.
The compliance risk profile continues to
be closely monitored, given the pace of
regulatory and legislative change, in order
for Ninety One to proactively anticipate
and prepare for regulatory change that is
expected to continue into 2026.
Operational risks continued
32
Ninety One Integrated Annual Report 2025
Operational risks continued
Risk Risk management/mitigation Update on the risk assessment in FY 2025
10. Business Resilience & Continuity Risk
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Ninety One is exposed to a
range of potential events that
could disrupt its core operations,
including unplanned system
downtime, degraded system
performance, a cyber attack
and extreme weather events.
The failure of Ninety One to
adequately prepare and respond
to an operational disruption
could hinder the firm’s ability to
successfully mitigate the damage
that may result from such an
event, resulting in client detriment
and reputational damage.
ɽ As part of the Operational Resilience
programme, Ninety One undertakes scenario
testing to assess its ability to remain within
its impact tolerances for a range of severe
but plausible disruption events.
ɽ A robust capital adequacy process, including
specific capital scenarios for business
interruption, is in place to ensure Ninety One
is sufficiently capitalised should it need to
draw on it.
ɽ Business continuity and disaster recovery
plans are periodically tested to ensure the
restoration of core business functions in the
event of a disruption, within defined recovery
objectives.
During the year, several key milestones
were achieved, including implementation
and compliance with the UK regulations,
and DORA, the European equivalent. Crisis
management and contingency planning
processes have also been reviewed
and tested to strengthen Ninety One’s
response.
Ninety One recognises the over-
reliance on several major providers for
IT infrastructure and systems as a key
ongoing challenge, as well as the potential
risks of interconnectivity in a digital,
cloud-based environment. In response,
the Group has started to enhance the
mapping of these interconnections and
interdependencies to achieve a higher
level of operational resilience.
33
Strategic ReportGovernanceFinancial StatementsAdditional Information
Sustainability
We are committed to investing
for a better tomorrow. Sustainability
with substance is at the core of
ourbusiness.
Investing for a better tomorrow
Symbolising the plight of magnificent ancient animals that
are now under threat, rhino are represented in cave paintings
dating back more than 30,000 years ago. Today, the five living
species of these iconic herbivorous mammals are severely
endangered due to poaching, climate change and habitat loss.
34
Ninety One Integrated Annual Report 2025
At Ninety One, we recognise
climate change as a systemic
and material risk and believe
no one should be left behind
in the drive to net zero.
35
Strategic ReportGovernanceFinancial StatementsAdditional Information
We believe that delivering the
best investment outcomes
for our clients over the long
term depends on securing a
prosperous and sustainable future.
Our primary responsibility is to help our clients to achieve
their long-term investment goals. We believe this is only
possible if we secure a prosperous and sustainable future
into which to invest. That’s why our purpose as a firm is to
invest and to advocate for a better tomorrow – to achieve
better returns for our clients as well as a better future for
our planet. For us, sustainable investing has always meant
delivering what we call ‘sustainability with substance’.
For further detail, please see our
Sustainability and Stewardship Report.
Our key figures
£4.0bn
managed in sustainable strategies
1
FRC UK
Stewardship code Signatory status maintained
365
engagements
14,167
proxy votes cast
Sustainability Review
Committing to reach net zero emissions by 2050
As a member of the Net Zero Asset Managers Initiative, we have committed to reach net zero emissions by 2050 or sooner.
We published our transition plan in 2022, which includes 2030 targets for our investments and operations.
Transitioning our investments Our continued activity Transitioning our operations
Targets SBTi aligned
50% of financed corporate
emissions to have science-based
transition pathways by 2030
2
Advocate for a fair and
inclusive transition
Build climate-focused solutions
Disclose through CDP and
TCFD report
46% reduction in Scope 1 and 2
emissions by 2030
3
Progress
17.4% of financed corporate
emissions have SBTi commitments/
approvals
36.1% of AUM have SBTi
commitments/approvals
Engaged with
59% of
financed corporate emissions
Took
‘Transition School’
onthe road to educate clients
CDP and TCFD disclosures
completed
Engagement and
advocacy focusing on fair and
inclusive transition, particularly in
emerging markets
61% reduction in Scope 1 and 2
emissions
3,4
Cape Town office undergoing
green refurbishment
16,000
carbon credits purchased
and retired
1. Sustainable strategies is defined by Ninety One’s internal framework, based on the European Commission’s
Sustainable Finance Disclosures Regulation (“SFDR”) criteria as at 27 November 2019 for Article 8 and Article 9 funds.
2. Targets cover corporate assets. Additional investment target of 56% of AUM.
3. Relative to 2019 baseline.
4. Primarily due to a temporary reduction in office space at our interim Cape Town location.
36
Ninety One Integrated Annual Report 2025
Our sustainability framework is underpinned by six core principles that guide our approach
DLC Board Sustainability, Social and Ethics (“SS&E”) Committee
Chief Executive Office
Sustainability Committee
Sustainability team
Invest
ɽ Investment teams
ɽ Investment risk team
ɽ Proxy voting and data support
ɽ Product development,
Compliance and Legal
Advocate
ɽ Investment teams
ɽ Investment Institute
ɽ Client group
ɽ Marketing
Inhabit
ɽ Human capital
ɽ Workplace team
ɽ Corporate Social Investment
(“CSI”) team
ɽ Finance team
Invest
We integrate the assessment of
ESG risks into our portfolios by
deepening our understanding of
externalities and improving our
analysis and assessment of the
risk they present. We also offer
sustainable investment solutions.
Advocate
We seek to lead the conversation
on sustainable investing. A major
focus of our work is to advocate
for a transition that includes
emerging markets and results in
real-world carbon reduction.
Inhabit
We believe change starts at
home. We run our business
responsibly and act sustainably.
1. Endeavour to identify, understand and integrate
material sustainability risks and opportunities within
the investment process.
2. Fulfil stewardship and fiduciary duties to
stakeholders, including exercising ownership
rights responsibly.
3. Develop investment solutions that focus on
addressing sustainability challenges and the
energy transition.
4. Play our part in accelerating the transition to a more
sustainable future by contributing to the global
policy agenda and development of industry
standards.
5. Look to act sustainably and run our business
responsibly.
6. Disclose how we discharge our sustainability
responsibilities through publicly available policies
and reporting.
Our sustainability framework has three pillars
Sustainability Committee
Our Chief Sustainability Officer chairs the Sustainability Committee, which oversees the wider sustainability
ecosystem in the business. It reports to the Chief Executive Officer, who reports to the DLC Sustainability,
Social and Ethics (“SS&E”) Committee.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
In this section, we provide information on each of the
disclosure recommendations, including the supplemental
guidance for asset managers. For further insight, we refer
to where additional information can be found, both within
this report and within the Sustainability and Stewardship
Report (see link at the bottom of this page).
Climate and nature are deeply interconnected. Nature
underpins climate resilience, and climate change
accelerates nature loss. We consider it a core part of
executing our fiduciary duty, and delivering for our clients,
to ensure that material climate- and nature-related risks
and opportunities are understood and assessed
appropriately.
As an investment manager, we primarily make these
disclosures for the investments we manage on behalf of
our clients. This is where our efforts to understand climate
and nature risk and opportunities can have the greatest
impact. We also outline the steps we are taking to manage
emissions within our own operations.
We have added transparency on where we believe we are
currently complying with the disclosure recommendation,
labelled ‘Good progress’, and where there is more to do to
fully comply with the recommendation, ‘Work in progress’.
For those we do consider ‘Work in progress’, we explain
the next steps we are taking to better comply. Over the
reporting period, we have continued to make progress
aligning our work with real-world change and a fair
transition for emerging markets. During this reporting
period, we also outline the approach we are taking to
consider nature-related risks and impacts within our
sustainability strategy.
Entity statement
This report discloses our exposure to, and management
of, climate risk, consistent with the TCFD framework and
recommended disclosures. These TCFD disclosures are
made in relation to all AUM. We include additional metrics
where required for the assets in scope of the FCA’s UK
entity level requirements, which include the AUM of Ninety
One Fund Managers UK Limited and investments managed
by Ninety One UK Limited.
The Ninety One approach to governance, strategy and risk
management in relation to climate for our product level
reporting does not materially differ from our approach at
the entity level. Therefore, the disclosures made in this
report apply across both levels. They have been prepared
in accordance with Chapter 2 of the FCA’s ESG Sourcebook.
Nazmeera Moola
Chief Sustainability Officer
This is our fifth year updating
how we are complying with the
recommendations of the Task
Force on Climate-related Financial
Disclosures (“TCFD”). We are also
integrating recommendations of
the Task Force on Nature-related
Financial Disclosures (“TNFD”)
for the first time.
This section should be read in conjunction with our Sustainability and Stewardship Report.
Linkages to this report feature in green.
https://ninetyone.com/en/sustainability/sustainability-report
38
Ninety One Integrated Annual Report 2025
TCFD/TNFD
recommendation
Current
status
Ninety One’s
approach
Governance: Disclose the organisation’s governance around climate-related risks
and opportunities.
1.
Describe the Board’s
oversight of climate-
related risks and
opportunities.
Climate risk forms part of the Board’s risk and strategic agenda. Most of the work is
delegated to the DLC Sustainability, Social and Ethics Committee, which meets at least
four times per year. The Sustainability, Social and Ethics Committee oversees the strategy,
commitments, targets and performance relating to safety, the environment (including
climate change) and other sustainability matters. This involves monitoring progress on
how the organisation is improving its alignment with the TCFD framework. In addition,
the DLC Audit and Risk Committee reviews aspects of carbon-risk management through
regular updates on climate-related measurement tools and associated initiatives. Fromthe
financial year 2026 nature-related risks and opportunities will be incorporated in the Board’s
agenda, in line with the approach to climate risk.
For further information on the Board’s oversight, see page 21 of the Strategic Report
section of this report.
2.
Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
Ninety One’s executive management develops and implements the business strategy
under the direction of the Chief Executive Officer. The Chief Executive Officer is
responsible for managing the business on a day-to-day basis, in accordance with the
strategy approved by the Board. As an investment manager, we are responsible for
managing investment risk which includes climate and nature risk on behalf of our clients.
The Chief Sustainability Officer oversees the firm-wide sustainability initiatives, including
our approach to assessing climate and nature risks and opportunities.
Climate and nature risk in portfolios is monitored via the Chief Investment Officer’s office
and the investment risk team, with support from the sustainability team. The investment
teams are responsible for all positions in the portfolios they manage, within agreed
parameters. From an investment perspective, we believe understanding climate- and
nature-related risks and opportunities is critical.
Ensuring that sustainability is at the core of our business is a strategic priority.
Further information is set out in this report under ‘Our Strategy’ on pages 16 to 17.
Key: Current status
Good progress
Work in progress
TCFD and TNFD recommendations
We outline our progress on each of the TCFD and TNFD recommendations in the following table. It shows both areas we feel our ‘current
status’ complies with the recommendation, where we believe good progress has been made, and where we believe more work is required
to fulfil the disclosure requirement to a higher standard.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD/TNFD
recommendation
Current
status
Ninety One’s
approach
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.
3.
Describe the climate-
related risks and
opportunities the
organisation has
identified over the
short, medium and
long term.
The critical climate- and nature-related risks and opportunities we identify here cover the
investments we manage for our clients, the relevance of our products, prevailing industry
trends and the footprint of our own operations. How we approach these risks is addressed
within our sustainability framework: Invest, Advocate and Inhabit. This framework, which
covers sustainability more broadly, incorporates a specific focus on climate and nature.
We see short-term risks and opportunities as those that could appear over the next three
years, while the medium term would represent those appearing in the next five years
and the long term would imply those appearing after 2030. The greatest risk to our firm
from climate change and natural resource degradation is, in our view, the impact on our
ability to generate competitive returns for our clients from their investments. The risks and
opportunities we identify here, therefore, tend to be short- to medium-term. By focusing
on these, we believe there is a better chance of solving risks and taking opportunities that
might appear in the long term.
Our response is framed through our sustainability approach: Invest, Advocate, Inhabit.
Risks
ɽ Investment risk: Insufficient understanding and integration of climate and nature
factors into investment decisions could lead to mispriced risk and impact returns.
(Short, medium, long term)
ɽ Product relevance: Failure to anticipate client needs in relation to climate- and
nature-aligned products may result in reduced competitiveness and AUM growth.
(Short, medium term)
ɽ Transition risk: Delays or lack of action from high-emitting or high-impact companies
could increase exposure to stranded assets or reputation risk. (Short, medium term)
ɽ Impact dilution risk: There is an increasing risk that investors setting linear emissions
reduction targets for their portfolios will be limited in their potential to generate
real-world impact. (Short term)
ɽ Emerging market underinvestment: We face the risk of underinvestment in emerging
markets, which will hamper global efforts to transition. Emerging markets are expected
to contribute 90% of emissions growth by 2030. (Short term)
ɽ Operational risk: A failure to deliver a credible transition plan for our own footprint
could undermine our operational resilience and stakeholder trust. (Medium term)
Opportunities
ɽ Investment opportunity: To ensure our performance remains competitive. To do so,
we must deliver robust climate- and nature-related integration within our investment
processes. (Short, medium, long term)
ɽ Product innovation: To be at the forefront of understanding the needs of our clients
and reflecting these in the products we offer. We can do this by developing
differentiated products that anticipate these needs. (Short, medium term)
ɽ Stewardship and engagement: Engaging high emitters and high-impact companies
to drive real-world change is an opportunity to improve portfolio resilience and broader
outcomes. (Short, medium term)
ɽ Emerging market leadership: Supporting a fair and inclusive transition in emerging
markets positions us to capture long-term growth while contributing to global
sustainability goals. (Short term)
We include further information setting out recent progress and initiatives on pages 13 to 14
of our Sustainability and Stewardship Report. The Risk Management section on pages 26
to 27 of this report provides more details on our internal control framework.
TCFD Recommendations
40
Ninety One Integrated Annual Report 2025
TCFD/TNFD
recommendation
Current
status
Ninety One’s
approach
Strategy (continued): 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.
4.
Describe the impact
ofclimate-related
risks and opportunities
on the organisation’s
businesses, strategy
and financial planning.
By addressing the climate- and nature-related risks and opportunities in our business
strategy, we have a better chance of generating competitive returns. This helps us
retain and grow client assets and increase revenue. We view the potential impact
onour emerging-market business to be more acute. Without managing the risks and
opportunities we have identified, we could limit our ability to generate returns for our
clients which, in turn, could lead to loss of assets and revenue.
Our strategy places sustainability at the core of our business. In addition, sustainability-
related risks are identified as a principal risk that is managed and assessed by the Board.
This manifests in several ways, starting with instilling the best possible understanding of
sustainability-related risks within our investment teams and broader firm. Our specialist
sustainability team supports our investment teams on complex topics. During the
reporting period, we refined our transition plan analysis to be more sector specific and
incorporated nature-related components as relevant. This in turn ensures our assessment
of credible transition plans as a means to address transition risks, including those related
to management of nature risks, dependencies and impacts.
The following initiatives embed climate- and nature-related risks and opportunities within
our strategy to address those we have identified above:
(1) Robust ESG integration that highlights material climate and nature risks and opportunities
across all our investment products. The strength of our integration within investment
teams is reviewed regularly to ensure it is fit for purpose.
(2) Engagement with companies to influence and help their transition journeys. At a firm
level, we have prioritised the highest-emitting positions for climate and those most
likely to have a material impact on nature, across the portfolios we manage on behalf
our clients.
(3) Advocacy in support of a fair transition for emerging markets.
(4) Expanding our range of strategies that focus on positive inclusion to enable financing
the transitioning to net zero, or the leaders in solutions that generate decarbonisation
and support effective management of natural resources (e.g. water and pollution
management).
Further information on our principal risks and how these link to our strategic priorities
canbe found in the Principal Risks section on pages 28 to 33 of this report.
Supplemental
Guidance: Describe
how climate and
nature-related risks
and opportunities are
factored into relevant
products or investment
strategies or offerings.
At an investment strategy level, climate- and-nature-related risks and opportunities
areaddressed as part of the integration of ESG analysis into our investment processes.
The tools to assess these risks continue to evolve. The highest-emitting companies
across all strategies have been through a full TPA. At the end of this reporting period,
we have completed 29 TPAs of the highest-emitting companies we are invested in.
For relevant sectors, we have integrated nature-related indicators in our high-emitter
TPAs. We also developed our approach to nature, part of which includes nature transition
plan assessments (NTPAs), which will enable engagement with investee companies
identified as having a material impact with an aim of protecting and driving value for
clients over the short, medium and long term.
Further information on our approach to TPAs and the development of our strategy on
nature can be found on page 13 and page 11 of our Sustainability and Stewardship Report.
We use an internal database to give investment teams information on their carbon position
at any point in time. In addition, we continue to grow our suite of sustainability strategies
that focus on positive inclusion to benefit from the transition to a lower-carbon economy.
These include strategies that support solution providers in decarbonising, and which can
purposefully finance transition in emerging markets.
For an update on our sustainability strategies, see pages 15 to 19 of our Sustainability and
Stewardship Report.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD/TNFD
recommendation
Current
status
Ninety One’s
approach
Strategy (continued): 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.
4.
(continued)
Supplemental
Guidance: Describe
how each product or
investment strategy
might be affected
by the transition to a
lower-carbon economy.
Each product will have a varying degree of exposure to the financial risks of the transition
to a lower-carbon economy, depending on its underlying issuers’ geographical focus and
sector allocation. We believe exposure to transition risks should be considered alongside
the underlying issuers’ ability to manage those risks and transition their existing business
operations and products to a lower-carbon economy. The impact on individual issuers is
idiosyncratic as they may be exposed to financial risks through factors such as demand
destruction, increased operating costs and capital expenditure.
Portfolio managers supported by their investment teams are responsible for analysing
climate risks and opportunities within their portfolios and determining how these risks
might affect portfolio holdings.
We continue to develop our understanding and learn how the transition will impact our
strategies.
5.
Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario.
Building our understanding and expertise in climate risk, climate science and transition
pathways form the cornerstone of embedding resilience and creating opportunities in the
firm’s strategy. During the course of our TCFD reporting journey, we have worked to build
knowledge and understanding, in particular within our investment teams. In partnership
with Imperial College, we provided training to investment teams on climate risk, and more
recently provided a knowledge series on transition technologies. We aim to continue
enhancing the quality of our engagements and ability to discern credible transition plans,
as well as the incorporation of consideration of material nature-related risks and impacts.
We believe that the effective management of transition and nature-related risk is best
achieved by ensuring underlying assets in the portfolio are themselves assessing and
managing risk and setting targets related to transition. Therefore, much of the firm’s
focus has been on forward-looking qualitative work and understanding transition plans
starting with the highest-emitting investments across our asset base. Additionally, we
have onboarded a vendor that enables us to produce analysis across our corporate
portfolio that applies transition and physical risks in different scenarios and over different
periods to estimate an impact on returns. We continue to be extremely cautious about the
conclusions that can be drawn from this type of analysis. However, we have provided a
5-year and 10-year analysis of different climate scenarios across our corporate portfolio.
Until we can have greater confidence in the capabilities of scenario analysis we will
consider this disclosure a work in progress. We do not currently undertake scenario
analysis in relation to nature-related risks given the complexities, uncertainties and data
challenges involved. However, we continue to monitor evolving practice in this regard to
determine the relevance of such analysis going forward.
To view the Ninety One Investment Institute’s research on physical and transition risk,
reports have been posted to Ninety One’s transition investing portal.
Access the scenario analysis on page 50 of this report.
TCFD Recommendations
42
Ninety One Integrated Annual Report 2025
TCFD/TNFD
recommendation
Current
status
Ninety One’s
approach
Risk management: Disclose how the organisation identifies, assesses and manages
climate-related risks.
6.
Describe the
organisation’s
processes for
identifying and
assessing climate- and
nature-related risks.
Supplemental
Guidance: Describe
how you identify and
assess material climate-
related risks for each
product or investment
strategy. This might
include a description of
the resources and tools
used in the process.
Disclose the locations
where there are assets
and/or activities in
the organisation’s
direct operations,
and upstream and/
or downstream and/
or financed where
relevant, that are in
priority areas.
Climate-related risk is one of the investment risks we seek to understand and manage
onour clients’ behalf. We do this in three ways:
1. Investment teams have access to resources and tools to help them identify, measure
and address climate risk as part of their research process, including access to carbon
data through internal tools. This analysis aims to identify companies at the greatest risk
of negative impacts from climate change.
2. We consider the aggregate exposure of our investments and prioritise climate-risk
assessments and engagement with the top contributors to financed emissions.
3. Climate-risk exposure is part of the ESG risk assessment developed by the Investment
Risk team where we look to ensure that all high emitters are appropriately assessed.
Our most significant nature-related risks are related to our investments. Where material,
each investment team will consider nature-related risks as part of their fundamental
research. Where severe controversies are flagged through our third-party data
providers, we have clear guidelines on how analysts should address them. This includes
understanding the validity, significance and current status of the controversy, whether
adequate actions are being taken by the company and whether there is an appropriate
engagement approach.
In addition, we have developed a methodology to identify, assess and engage companies
with potential to have a materially negative impact on nature, specifically in relation to
land-use, water and pollution. We will begin assessment and engagement with priority
companies in the financial year 2026, Each of these companies will undergo a nature-
focused transition plan assessment to identify areas for improvement in disclosure,
strategy and targets.
Our key operational locations are our offices in London and Cape Town, which are
managed by our Workplace function. We have processes in place to mitigate and control
the risks associated with climate change and nature, including addressing the unique
challenges of South Africa’s business environment, with occurrences of load shedding
and intermittent water scarcity. Should a physical event prevent our ability to operate,
we have disaster recovery and business continuity arrangements in place. Our key
outsourcers and suppliers are also subject to ongoing monitoring, annual due diligence
reviews and incident management response planning.
For our investments, we provide data on our exposure to sensitive areas on page 49.
Reporting on sustainability related risk is included in the investment risk governance
framework and coordinated via the Investment Risk Committee, which in turn reports
tothe Management Risk Committee.
Consideration of operational sustainability risks is undertaken by Ninety One’s operational
risk team and overseen by the Operational Risk Committee.
43
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
TCFD/TNFD
recommendation
Current
status
Ninety One’s
approach
Risk management (continued): Disclose how the organisation identifies, assesses and
manages climate-related risks.
6.
(continued)
Supplemental
Guidance: Describe
engagement activity
with investee
companies to
encourage better
disclosure and
practices related to
climate and nature-
related risks in order
to improve data
availability and asset
managers’ ability to
assess climate and
nature-related risks.
Many of our engagements with investee companies target better disclosure of carbon
data. We are clear in these engagements that disclosure is an essential first step to drive
better environmental action.
We have been investor members of CDP since 2010, and we share its goal to make
environmental reporting and risk management a business norm, and to drive disclosure,
insight and action towards a sustainable economy. We aim to take a lead role, or support
other investors, in CDP’s climate, forests and water-related disclosure campaigns for key
companies that our firm invests in.
We are active in the private sector’s climate-policy dialogue through meaningful
participation in the activities of coalitions like the GFANZ, SMI, Investor Leadership
Network (“ILN”), IIGCC, Climate Action 100+ or directly with governments or expressing
the firm’s views clearly in various public forums, including COP. We have made the case
for continued investment in the emerging market transition where we have used our voice
to represent the emerging countries who risk being left behind as the world decarbonises.
Across 58 strategic engagements over the reporting period, 39 were climate-related
engagements with top emitters. We have also undertaken engagement on material
nature-related risks and opportunities with 53 companies.
For further information on engagement activity, see the ‘Active ownership’ section
ofourSustainability and Stewardship Report on pages 22 to 26.
7.
Describe the
organisation’s
processes for managing
climate- and nature-
related risks.
Supplemental
Guidance: Describe
how material climate
and nature-related risks
are managed for each
product or investment
strategy.
In disclosure 4 of the Strategy-related section, we explain the steps the organisation has
taken to address climate and nature-related risks and opportunities within the investments
we manage on behalf of our clients.
In addition, our independent investment risk function specifically monitors exposure to
high emitters in the monthly Investment Risk Committee meetings. For the companies we
identify, this will trigger both conversations with the investment team and focus on how we
are engaging with those emitters. This facilitates a forum for debate and challenge on how
we are managing the climate risks in each portfolio.
Refer to the Principal Risks section of this report on pages 28 to 33 for further information
on how sustainability-related risks are assessed and linked to our strategic priorities.
Describe the
organisation’s human
rights policies and
engagement activities,
and how affected
stakeholders are
engaged by the
organisation in its
assessment of, and
response to, nature-
related dependencies,
impacts, risks and
opportunities.
Doing the right thing for our global and local communities is our collective and individual
responsibility. We have zero tolerance for unlawful or unethical conduct. Ninety One
recognises ten principles of the United Nations Global Compact which relate to human
rights, labour, environment and anti-corruption and we support the international agenda
to abolish human trafficking, slavery, forced and child labour. Part of this pledge entails
maintaining high standards of behaviour and doing the right thing in addition to complying
with relevant regulation and policy.
Given our investments are generally through investment in companies, we focus on
ensuring that our companies have appropriate policies in relation to human rights
and engagement with affected stakeholders, rather than direct engagement with
stakeholders.
We believe that both climate and nature transitions should be fair and inclusive, which
involves considering the impacts on workers, communities and supply chains, where
relevant and with appropriate consultation.
In our direct project investments in emerging markets, we comply with IFC performance
standards.
8.
Describe how
processes for
identifying, assessing
and managing climate-
and nature-related risks
are integrated into the
organisation’s overall
risk management.
In addition to the firm’s approach to risk management described above, at a firm level,
we monitor the percentage of high emitters that we are actively engaging with on their
transition plans. Going forward we will also monitor the number of high-impact companies
engaged in relation to nature impacts.
For further information on the proportion of financed emissions covered by engagements,
refer to the ‘Our net-zero transition plan and progress’ on page 6 of our Sustainability and
Stewardship Report.
44
Ninety One Integrated Annual Report 2025
TCFD/TNFD
recommendation
Current
status
Ninety One’s
approach
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant
climate-related risks and opportunities, where such information is material.
9.
Disclose the
metrics used by
the organisation to
assess climate- and
nature-related risks
and opportunities in
line with its strategy
and risk management
process.
Investments we manage for our clients
We use the following main categories of metrics to assess and manage climate- and
nature-related risks and opportunities.
ɽ Investment portfolios’ carbon footprint: we use our in-house database to measure
Scope 1, 2 and (where possible) Scope 3 emissions for each security, the carbon
intensity of each security, and attributable carbon emissions.
ɽ In addition, we assess how financed emissions are aligning to the Paris Agreement.
For example, considering whether the company has set science-based targets, set
other forms of targets, or committed to net zero. Ninety One has committed to 50%
of financed emissions to have science-based transition pathways by 2030.
ɽ We are disclosing metrics on exposure to sectors considered to have material
nature-related dependencies and impacts, and exposure to companies with assets
and/or activities in sensitive locations for the first time this year.
ɽ For sovereign exposure, we have included additional metrics from two proprietary tools.
Firstly our Net Zero Sovereign Index and secondly, our Sovereign Biodiversity Index,
launched this year. These initiatives improve the coverage of emerging markets and
canalso support engagements.
Our own operations
ɽ Operational carbon footprint: we report our Scope 1, 2 and 3 greenhouse gas
emissions, where possible. We also report a carbon-intensity factor. We have
commenced engagement with an external assurer for a review of our sustainability
reporting, as part of our preparations for external assurance in the future.
See the metrics and targets section that follows on pages 46 to 47.
Supplemental
Guidance: Describe
metrics used to assess
climate-related risks
and opportunities
in each product or
investment strategy.
Where relevant,
describe how these
metrics have changed
over time. Where
appropriate, provide
metrics considered in
investment decisions
and monitoring.
Describe the extent
to which their AUM
and products and
investment strategies,
where relevant, are
aligned with a well
below 2°C scenario
(including which asset
classes are covered).
Investment teams have access to portfolio metrics aligned with the Partnership
for Carbon Accounting Financials (“PCAF”) methodology in our internal systems.
This includes financed emissions, weighted average carbon intensity (“WACI”) and
carbon footprint measures.
We use the same methodology to assess aggregate exposure across all investments.
In addition to these metrics, we also make available alignment measures, such as those
from the SBTi, to complement research done by investment teams.
To enhance transparency, quarterly reports are generated for a broad cross-section
of our products providing portfolio-level emissions intensity and carbon footprints
compared to their benchmarks. These reports include the top five positions contributing
to emissions intensity at a product level and where applicable, any related engagements.
Within our credit platform, we have developed a proprietary tool that enables the
decomposition of WACI at a firm level, and changes driven by investment decisions that
vary the portfolio’s composition. By accounting for portfolio changes, the investment
team can dissect further sources of information on how exposure to climate risk is
evolving. This tool will be rolled out more broadly.
Across the firm, securities with the highest contribution to emissions are subject to an
intensive TPA supported by the sustainability team. These assessments include metrics
evaluating the transition plan’s level of ambition, credibility and the practicalities of their
implementation. Further assessments, though less intensive, are carried out for holdings
with a material contribution to emissions. This in turn supports strategy-level efforts to aid
investment decisions.
For more information on our TPA and how our investment teams are assessing climate
andnature transition, see the ‘Implementing our transition plan’ and ‘Addressing direct
andsystemic nature-related risks in the investment process’ sections on pages 11 to 14
ofour Sustainability and Stewardship Report.
Investment teams can now also access climate scenario analysis applying transition
and physical risks to their portfolios over different time horizons, and for a range of
temperature outcomes. In the following section, we provide an overview of the scenario
analysis applied over a 5-year and 10-year period to an aggregated corporate portfolio
covering 86.1% of the corporate investments we manage. The output provides an estimate
of the cumulative climate impact on total returns compared to a baseline scenario where
there are no future physical or transition risks considered.
See the scenario analysis on page 50 of this report.
45
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
TCFD/TNFD
recommendation
Current
status
Ninety One’s
approach
Metrics and targets (continued): Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities, where such information is material.
10.
Disclose Scope
1, Scope 2, and, if
appropriate, Scope
3 greenhouse gas
(“GHG”) emissions,
and the related risks.
Asset managers should
provide the WACI,
where data is available
or can be reasonably
estimated, for
each product or
investment strategy.
Disclose the
metrics used by
the organisation to
assess and manage
dependencies and
impacts on nature.
Scope 1, 2 and measurable Scope 3 categories are reported for our own operations.
Scope 3 category 15, which covers emissions for the assets we manage on behalf of
our clients are reported for corporate investments following the PCAF methodology
and for sovereign investments following the European Securities and Market Authority
recommendations.
We are disclosing metrics on exposure to sectors considered to have material nature-
related dependencies and impacts, and exposure to companies with assets and/or
activities in sensitive locations for the first time this year. While we welcome the TNFD
efforts to define appropriate metrics for financial institutions we remain very cautious
regarding the efficacy of the metrics for understanding actual nature-related risks and
impacts, given the broad top-down nature of these metrics, which are unlikely to capture
the actual risks and impacts of individual investments. This is why we primarily rely on
strategy specific assessments of actual risks and opportunities to understand and
managerisks at an asset level, which are not easily aggregated to a firm-wide level.
Metrics for our own operations and the investments we manage are provided on pages
47 to 49 of this report.
11.
Describe the
targets used by the
organisation to manage
climate- and nature-
related risks
and opportunities
and performance
against targets.
Investments we manage for our clients
Ninety One has set a target of 50% of financed corporate emissions to have science-
based transition pathways by 2030. Our approach includes prioritising engagement with
the heaviest-emitting holdings, assessing transition plans using the framework we have
developed, aiming for active engagement with 80% of emissions, and to grow allocations
to climate solutions and transition investments.
We have not set targets for our nature-related risks and impacts given the nascency
oftarget-setting approaches and the diverse range of indicators that may be relevant.
Wewill continue to consider how to reflect our nature-related assessments and
engagements within our targets, as appropriate, going forward.
For our operations
Ninety One has set a target to reduce absolute Scope 1 and 2 emissions by 46% by 2030,
using 2019 as our base year. Our approach includes reducing overall energy consumption,
seeking credible renewable energy sources with a specific focus on energy-efficiency
across our offices.
See the ‘Our net-zero transition plan and progress’ section on page 6 of our Sustainability
and Stewardship Report.
46
Ninety One Integrated Annual Report 2025
1. This table shows our total operational GHG emissions and energy data, and is in line with the Streamlined Energy and Reporting requirements. Global includes UK
emissions. Numbers may not total exactly due to rounding. Base year in 2019 is calculated for the calendar year. FY 2025 and FY 2024 are aligned with Ninety One’s
financial year from 1 April to 31 March.
2. Energy consumption in kWh for Scope 1 and Scope 2.
Metrics and targets
This section describes climate-related metrics for our own operations and the investments we manage on behalf of our
clients. Our target is to reduce absolute emissions from our operations by 46% by 2030.
Climate metrics for our own operations
1
FY 2025 FY 2024 2019
Location based Market based Location based Market based
(global
baseline)
UK Global UK Global UK Global UK Global
Scope 1 (fuel) 42 47 42 47 7 60 7 60 227
Scope 2 (electricity) 246 1,435 7 1,196 311 2,752 6 2,447 3,546
Total Scope 1 and 2 288 1,482 49 1,243 318 2,812 13 2,507 3,773
Business travel (category 6) 3,453 7,011 3,453 7,011 2,015 6,670 2,015 6,670 7,957
Waste generated in operations (category 5) 1 12 1 12 13 24 13 24 53
Scope 3 3,454 7,023 3,454 7,023 2,028 6,694 2,028 6,694 8,010
Total CO2e emissions 3,742 8,505 3,503 8,266 2,346 9,505 2,041 9,200 11,783
Energy Consumption (kWh)
2
2,671,727 4,347,584
Total CO2e/employee 6.9 6.7 8.0 7.8
Scope 1 and 2 / employee 1.2 1.0 2.4 2.1
Tonnes CO2e / £m of adjusted operating
revenue
14.1 13.7 16.0 15.4
Scope 1 and 2 - tonnes p/£m of adjusted
operating revenue
2.5 2.1 4.7 4.2
As at 31 March 2025, we achieved a 61% reduction in our Scope 1 and Scope 2 carbon emissions compared to our 2019
baseline. This decrease was largely driven by a temporary reduction in office space during our occupancy of an interim
location in Cape Town. Emissions are expected to increase once we return to our refurbished office; however, they are
anticipated to remain below historical levels due to the sustainability enhancements incorporated into the refurbishment.
To read more about the initiatives we have in place to manage and drive down emissions for our own operations,
seethe“Running our business responsibly and reducing energy consumption in our properties” on pages 41 to 42
oftheSustainability and Stewardship Report.
47
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
Climate metrics for investment portfolio:
Assessing our AUM, we disclose the proposed TCFD and
TNFD metrics for aggregated holdings. The adjacent chart
provides an overview of AUM by asset type. We apply the
relevant emissions disclosure methodologies to corporate
exposure and sovereign exposure.
We first provide estimates for the recommended TCFD and
TNFD metrics covering corporate AUM. This is followed
separately by metrics for sovereign holdings. We treat this
analysis as indicative given the significant level of modelling
required to calculate the figures.
Emissions estimates align with the PCAF Standard for
financed emissions and represent Scope 3 category 15
emissions. The following tables provide emissions
calculation estimates for 2023, 2024 and 2025.
As in previous years, and given continuous improvement in
carbon data and disclosures, we prefer an approach that
implements our most up-to-date methodology and the
most up to date data from SBTi.
This means that the numbers reported may not be directly
comparable to those reported in previous years. While
these metrics follow the recommendations of the TCFD,
we include comments to clarify how changes in company
revenues or market valuations can influence what is
presented in these figures. We refer to this data as
estimates given the frequent updates corporates are
making to their own methods of disclosing emissions and
the need to use sector-based estimates where companies
are not making disclosures.
74.4%
Corporate
15.1%
Sovereigns
10.5%
Other instruments
including cash1
Ninety One’s AUM by asset type
Indicative as at 31 March 2025.
1. Other instruments include cash, collateral management instruments, and money market instruments. Derivative instruments are excluded from the calculation.
2. This table aggregates both reported and estimated data.
Corporate investment
2
Scope 1 & 2 2025
% change
from 2024 2024
% change
from 2023 2023
Total Carbon Emissions (tCO2e) 10,002,814 5% 9,510,235 -12% 10,823,972
Carbon Footprint (tCO2e/mUSD invested) 91 -2% 93 -16% 110
Weighted average carbon intensity
(tCO2e/mUSD revenue)
193 3% 187 -15% 219
Scope 3 2025
% change
from 2024 2024
% change
from 2023 2023
Total Carbon Emissions (tCO2e) 39,315,487 -5% 41 ,277,621 -15% 48,281,259
Carbon Footprint (tCO2e/mUSD invested) 358 -11% 402 -18% 491
Weighted average carbon intensity
(tCO2e/mUSD revenue)
734 -8% 800 -12% 909
Scope 1 and 2 financed emissions as measured by total carbon emissions increased in 2025. This measure considers
whatproportion of a corporate asset is held and assigns the carbon footprint of that business to its various owners pro rata.
Thisnumber is highly sensitive to companies that directly consume and burn fossil fuels. The primary reason for the increase
was due to investment in a large cement producer, based on a valuation driven investment decision.
48
Ninety One Integrated Annual Report 2025
Scope 3 financed emissions also decreased in 2025. Part of this is due to the decreased overall position sizes in three
ofourhighest-emitting companies. Scope 3 emissions provide a helpful indication of scale compared to Scope 1 and 2,
thoughyear-on-year comparisons are difficult. Companies often update reported figures and data providers regularly
evolve theirmodels.
The carbon footprint overall has decreased due to the same changes mentioned above from Scope 3 emissions decreases.
WACI is sensitive to the revenue figures of high-emitting companies. This means that if high-emitting companies have increased
revenues due to higher oil and commodity prices, the intensity number may be artificially decreased. WACI should therefore
be considered carefully in the context of market dynamics. Overall, in 2025, the WACI has decreased, where the main
changes were due to decreased holdings in three of our highest-emitting companies.
The following table shows direct exposure to carbon assets. There are several ways to classify this type of exposure. In this
table we use two methods. The first uses the non-financial groups identified by the Task Force
1
. The second uses a vendor
dataset to identify companies with exposure to climate transition risks.
Exposure to carbon-related sectors and assets
% of AUM
31 Mar 2025
% of AUM
31 Mar 2024
% of AUM
31 Mar 2023
Exposure to carbon-related non-financial sectors (% of corporate AUM)
1
16.03% 15.8% 17.5%
Exposure to carbon-related assets (% of corporate AUM)
2
10.52% 11.0% 7.3%
The following table shows direct exposure to carbon assets. In this table we use two metrics and sector definitions
recommended by the TNFD, utilising the most appropriate available dataset provided by our third party vendor.
Exposure to sectors and locations involving nature related dependencies and impacts
% of AUM
31 Mar 2025
Exposure to sectors considered to have material nature-related dependencies and impacts (% of corporate AUM)
3
19.2%
Exposure to companies with activities in sensitive locations. (% of corporate AUM)
4
13.0%
Reaching our targets
Ninety One has set a target of 50% of financed emissions across all corporate holdings to be invested in companies with
science-based targets. As at 31 March 2025, 36.1% of corporate assets have set, or are committed to science-based
targets. Some of these companies are within those sectors with lower emissions, such that financed emissions with
science-based targets (approved or committed) stands at 17.4%. To prepare this analysis, each corporate investment
is assessed and those with validated science-based targets or commitments are expressed as both a percentage of
corporate AUM and a percentage of the emissions they represent.
17.4% 50%
36.1%
100%
Financed
emissions with
science-based
targets
AUM with
science-based
targets
Generally, the largest emitters have the most work to do to get on track for net zero by 2050. Consistent with our focus
on reducing real-world emissions, we are prioritising working with the biggest emitters to encourage them to set credible
targets. This work is evidenced by our engagements where we have now engaged with companies responsible for 59%
of our financed emissions.
For more information on the progress of our net-zero transition plans and targets, see our Sustainability and Stewardship Report.
1. Suggested definition based on the TCFD Supplemental Guidance for Asset Managers: those assets tied to the four non-financial groups identified by the Task Force.
2. Exposure to corporates with potential low-carbon transition risks (stranded assets, operational or product transition risk), based on MSCI research.
3. Suggested definition of sectors based on the TNFD Supplemental Guidance for Asset Managers.
4. Based MSCI research identifying companies with high or medium exposure to fragile ecosystems.
49
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
Climate scenario analysis for corporate investments
In this section, we examine the return impact on our aggregated corporate holdings across three scenarios and over
twotime periods. The three scenarios are those set out by the Network for Greening the Finance System (“NGFS”), an
organisation which convenes the world’s central banks. This analysis covers 86.1% of the corporate assets we manage
across equities and fixed income. The three scenarios are:
ɽ Net zero 2050 – emissions are reduced in an orderly way with innovation and strict climate policies to meet climate goals.
ɽ A disorderly transition – after minimal progress by 2030, a sudden and at times unanticipated response is disruptive but
sufficient to meet climate goals.
ɽ Hothouse world – the world continues to increase emissions on our current pathway over the long term, doing very little
to avert physical risks.
The analysis is applied over 5-year and 10-year time frames. The columns in the following table reflect each scenario.
The impact on returns is then broken down into three components:
ɽ The impact of transition risk in each scenario showing how climate-related policies, regulations and technological
advancements might impact the return picture for the portfolio;
ɽ the impact from acute physical climate-related events, such as floods, heat waves or prolonged droughts; and
ɽ the impact from chronic physical climate-related events, such as changes in migration patterns or the long-term
agricultural output of regions.
Estimated impact on value of assets (%)
1
Net zero
2050
A disorderly
transition
Hothouse
world
5 years
Transition risk 0.1 0.3
Physical risk – acute (0.7) (0.8) (0.3)
Physical risk – chronic (3.1) (3.5) (1.6)
Total impact on returns (3.7) (4.0) (1.9)
10 years
Transition risk 1.8 2.1
Physical risk – acute (0.8) (0.9) (1.1)
Physical risk – chronic (3.5) (3.9) (6.7)
Total impact on returns (2.5) (2.7) (7.8)
While we are careful not to draw comprehensive conclusions from these climate scenarios, the output over both 5- and
10-year periods suggests a positive exposure to transition risk, or a shift to a lower-carbon economy. Chronic physical risk
via long-term shifts in climate patterns has the greatest potential to negatively impact the value of corporate assets.
Metrics for sovereign exposure
For aggregated sovereign exposure, we measure the WACI in line with the European Securities and Market Authority
recommendations. This is the most relevant TCFD metric readily applicable to sovereigns. While these metrics provide
interesting relative measures using backward-looking data, we believe it is more valuable to try to understand climate-
related vulnerabilities on a forward-looking basis. In 2021, we created the Net Zero Sovereign Index to provide consistent
forward-looking trend data.
The WACI is measured on a GDP basis, allowing us to compare sovereign exposure based on our investments in
governments bonds.
1. Based on estimates using a third-party climate scenario provider.
50
Ninety One Integrated Annual Report 2025
Country-level contribution to weighted average carbon intensity
EDGAR
Country-level
emissions
Portfolio
exposure
Benchmark
exposure
1
Contribution to carbon intensity
Portfolio Benchmark
1
Difference
South Africa 460 35.2% 35.0% 161.9 161.1 0.8
United States 190 6.7% 0.0% 12.7 — 12.7
Mexico 170 3.3% 5.1% 5.7 8.7 (3.0)
Indonesia 173 3.2% 4.9% 5.5 8.5 (3.0)
Peru 113 3.1% 1.5% 3.5 1.7 1.8
Malaysia 246 2.6% 4.1% 6.3 10.1 (3.9)
Namibia 146 2.5% 0.0% 3.6 — 3.6
Romania 92 2.5% 2.1% 2.3 1.9 0.4
Thailand 181 2.5% 3.0% 4.5 5.5 (1.0)
Czech Republic 174 2.4% 1.7% 4.2 3.0 1.3
Other Sovereign exposure 36.1% 42.5% 53.9 85.4 (31.6)
Total sovereign carbon intensity
(tCO2e/mUSD GDP) 100.0% 100.0% 264.0 285.9 (21.9)
Numbers may not add due to rounding.
South Africa is the largest contributor given its reliance on coal for energy, meaning its carbon intensity is one of the highest
globally. In October 2021, the South African cabinet announced the adoption of aNationally Determined Contribution
(“NDC”) that would align South Africa to a ‘high road’ of 1.5 degrees and a ‘low road’ of1.8 degrees, depending on the
funding available. We intend to perform a pivotal role supporting South Africa’s transition.
It is more insightful to consider forward-looking metrics for our sovereign exposure.
Our Net Zero Sovereign Index moves beyond assessing vulnerability to climate risk to provide an independent, quantitative
assessment of how aligned a country is to net zero, within the context of a Just Transition. Sovereign-level climate tools tend
to leave gaps in emerging market coverage, which the Net Zero Sovereign Index can fill. The index assesses 115 countries on
factors including net-zero transition action taken, credibility of transition plans, renewables investment, and land use and
deforestation.
The concept of fairness is embedded in index construction, based on the team’s belief that the emissions reduction paths
ofemerging countries may need to be less steep than those of Western economies to allow them to grow, support jobs and
tackle poverty.
1. Benchmark calculated as 31.6% South Africa representing domestic strategies, then the remainder
split evenly between JP Morgan GBI-EM Global Diversified and JP Morgan EMBI.
2. EM Benchmark: Calculated as 26.5% South Africa representing domestic strategies, then the
remainder split evenly between JP Morgan GBI-EM Global Diversified and JP Morgan EMBI.
3. Global Benchmark: Barclays Global Aggregate (Sovereign).
51
Strategic ReportGovernanceFinancial StatementsAdditional Information
The following chart compares our aggregate sovereign exposure’s alignment with Ninety One’s Net Zero Sovereign Index
via categories from very high alignment to very low alignment. For the purposes of comparison, we include the same
assessment for emerging market and global benchmarks.
Net Zero Sovereign Index
(level of Paris alignment)
High
Very high
Medium
Low
Very low
Ninety One Global benchmark2EM benchmark1
0% 10% 15% 20% 25% 30% 35% 40% 50%45%5%
Ninety One’s emerging market fixed income team uses this output as a key input when assessing progress in tackling
emissions, assigning countries a qualitative trend score for climate action in its ESG framework.
The index also aims to support our engagements with governments, where looking through to the component parts of the
index identifies specific areas on climate action where a country needs to act.
The following chart compares our aggregate sovereign exposure’s alignment with Ninety One’s Sovereign Biodiversity Index.
Sovereign Biodiversity Index
Bottom
quartile
Lower-middle
quartile
Upper-middle
quartile
Top quartile
Sum of Ninety One exposure re-weighted Sum of Global Benchmark (Sov Agg)Sum of EM Benchmark (SA, GBI-EM, EMBI)
0% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60%5%
1. EM Benchmark: Calculated as 26.5% South Africa representing domestic strategies, then the remainder
split evenly between JP Morgan GBI-EM Global Diversified and JP Morgan EMBI.
2. Global Benchmark: Barclays Global Aggregate (Sovereign).
TCFD Recommendations
52
Ninety One Integrated Annual Report 2025
The information below is intended to help stakeholders better understand how we address key non-financial matters
and guide them to where the relevant non-financial information can be viewed.
Reporting requirements Supporting information Where to find it
Business model
Strategic Report Page 6
Principal risks and risk
management
Risk Management Pages 26 to 33
Climate and environment
TCFD Disclosures Pages 38 to 53
Sustainability Report Pages 34 to 37
Sustainability and Stewardship Report www.ninetyone.com
Employees
Our People Page 24
Social matters Do the right thing (Global Code of Ethics) Page 24
Acting Responsibly as a Corporate Citizen Page 25
Human rights
The Modern Slavery Act Statement Pages 25 and 72 and www.ninetyone.com
Anti-bribery and anti-corruption
Financial Crime Compliance Policy Page 25
Third Party Benefits Policy Page 25
Group Tax Strategy Page 62 and www.ninetyone.com
Non-Financial KPIs
Tracking our Strategic Progress Pages 18 to 19
The Strategic Report was approved by the Board
on 3 June 2025 and signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Non-Financial and Sustainability
Information Statement
(In accordance with sections 414CA and 414CB of the Companies Act 2006)
UK entity disclosures
1
Aggregated Scope 1 and 2 emissions – Ninety One investments
TCFD recommended metrics 2025
% change
from 2024 2024
% change
from 2023 2023
Total carbon emissions (tCO2e) 2,727,202 (1) 2,763,414 (7) 2,964,437
Carbon footprint (tCO2e/mUSD invested) 90 42 63 (10) 70
Weighted average carbon intensity (tCO2e/mUSD revenue) 186 19 156 (10) 173
Aggregated Scope 3 emissions – Ninety One investments
TCFD recommended metrics 2025
% change
from 2024 2024
% change
from 2023 2023
Total carbon emissions (tCO2e) 11,113,772 (23) 14,413,417 (11) 16,119,620
Carbon footprint (tCO2e/mUSD invested) 365 11 330 (13) 381
Weighted average carbon intensity (tCO2e/mUSD revenue) 745 5 706 (11) 792
1. This table aggregates both reported and estimated data. UK entities include the AUM of Ninety One Fund Managers UK Limited and investments managed by
Ninety One UK Limited.
53
Strategic ReportGovernanceFinancial StatementsAdditional Information
Investing for a better tomorrow
As the world’s largest land animals, elephants feature in mythology,
ancient writing, as well as modern literature. Found in sub-Saharan
Africa and South and Southeast Asia, these majestic pachyderms
have been brought from the brink of extinction by the tireless efforts
of conservationists.
Governance
Ninety One Integrated Annual Report 2025
54
Strategic ReportGovernanceFinancial StatementsAdditional Information
55
As the world continues to face change
and uncertainty, our ethos to “Invest for
a better tomorrow” remains at the heart
of everything we do. We are committed
to creating lasting, sustainable value
for all our stakeholders, a principle that
is deeplyembedded in our culture and
guides our decision-making.
Dear stakeholder,
On behalf of the Board, (Ninety One plc and Ninety One
Limited) I am pleased to introduce our Corporate
Governance Report for the financial year 2025. As the
world continues to face change and uncertainty, our ethos
to “Invest for a better tomorrow” remains at the heart of
everything we do. We are committed to creating lasting,
sustainable value for all our stakeholders, a principle that is
deeply embedded in our culture and guides our decision-
making. Central to this is our commitment to the highest
standards of corporate governance. The Board actively
engages with management, providing rigorous oversight
and constructive challenge to drive well-informed
decision-making and strategic accountability.
This report details the Board’s activities together with the
governance framework for the Group. It also describes
how the Board and our committees operated and
discharged their duties during the year and how we have
applied the principles and provisions of the UK Code and
King IV™. I am pleased to report that for the financial year
2025, the Board continued to apply all the principles and
applicable requirements of the UK Code and King IV™.
Board activities and strategy
The Board plays a crucial role in guiding, overseeing,
reviewing, and constructively challenging management.
Each January, management presents the proposed
strategic plan to the Board as part of an annual strategic
offsite, providing an opportunity for the Board to
collaborate with management in shaping and approving
the firm’s strategy. Additionally, as Chairman, I meet with
the independent Non-Executive Directors throughout the
year, without the presence of Executive Directors, to
facilitate open discussions and independent oversight.
In November 2024, the Board approved a significant
long-term distribution agreement with Sanlam. Under the
arrangement, Ninety One will gain preferred access to
Sanlam’s distribution network and become its primary
active asset manager. While management and the Board
continue to work diligently to finalise and implement the
partnership, subject to the necessary approvals, we are
confident that the agreement will strengthen our market
leadership position in South Africa and create value for
our stakeholders.
Our next Annual General Meeting (“AGM”) will see the
departure of Colin Keogh, who will stand down from the
Board having served as a Non-Executive Director since
Ninety One’s listing. Colin’s insights and challenge have
been a huge benefit to the Board and I would like to thank
him for his contribution to the work of the Board and its
committees as well as his support in his role as Senior
Independent Director. We are very pleased that Charles
Harman, a former Vice Chairman at J.P. Morgan Cazenove,
has agreed to join the Board as a Non-Executive Director,
effective 24 July 2025.
Board evaluation
In accordance with the UK Code and King IV™, the
performance of the Board, its committees and individual
Directors is evaluated annually, with an externally facilitated
review conducted by an independent party every second
year. For the financial year 2025, an internal performance
evaluation was conducted by the Chairman. Further details
of the evaluation process and a summary of key outcomes
can be found on page 57.
In line with the UK Code and Ninety One’s Articles of
Association and Memorandum of Incorporation (together
the “Articles”), Directors will offer themselves for re-
election at the AGM. The Board is satisfied that its
performance remains effective, and that re-election is
supported by the evaluation findings. The Board’s
explanations as to why Directors should be re-elected can
be found in the notice of meeting for the AGM. Biographical
details of all Directors can be on found on pages 58 to 59.
Chairman’s Overview
56
Corporate Governance Report
Ninety One Integrated Annual Report 2025
56
Looking ahead
The Board remains committed to ensuring strong
governance, strategic focus and disciplined risk
management. Amid challenging conditions, we will
continue to prioritise our core strengths and long-term
sustainability to drive performance. By investing in our
people, technology and client outcomes, we aim to deliver
lasting value while making a positive impact on society and
the environment.
Gareth Penny
Chairman
Board evaluation
In line with provisions of the UK Code and King IV™, an
evaluation of the Board, Board committees and Directors
is undertaken annually, with an external evaluation
conducted by an independent party every second year.
For the financial year 2025, the Board and its committees
underwent an internal performance evaluation conducted
by the Chairman. Individual interviews were conducted
with each Director on key matters. Directors provided
feedback on leadership, strategy, reporting, succession
planning and key challenges.
Overall, the Board was considered effective and efficient
in discharging its duties over the course of the financial
year 2025. The feedback highlighted that the Board
demonstrated strong leadership, clear strategic direction
and effective governance, with well-functioning committees
and strong relationships among Executives and Non-
Executives. No shortfalls were identified, however it was
recognised that succession planning should continue to
be an area of focus for the Board. Future challenges
include ongoing support for management and managing
business risk given the external environment. The
committees were considered to be operating effectively
and fulfilling the duties delegated to them by the Board.
The Board also made positive progress on a number
ofareas highlighted in last year’s evaluation, including
overseeing the structured succession of Directors.
UK Corporate Governance Code 2018
1. Board leadership and company purpose
Page(s)
A. Effective board 56 to 62
B. Purpose, values and culture 7, 16 to 25
C. Governance framework 60
D. Stakeholder engagement 20 to 25
E. Workforce policies and practices 24
2. Division of responsibilities
F. Role of chairman 60
G. Independence 64
H. External commitments and conflicts of interest 58 to 59, 64
I. Board resources 61
3. Composition, succession and evaluation
J. Appointment to the board 63 to 65, 83
K. Board skills, experience and knowledge 58 to 59, 64
L. Annual board evaluation 57
4. Audit, risk and internal control
M. External auditor and internal auditor 68 to 70
N. Fair, balanced and understandable review 68
O. Internal financial controls and risk management 26 to 33, 66 to 70
5. Remuneration
P. Linking remuneration to purpose and strategy 74 to 97
Q. Remuneration policy review 75, 77 to 84
R. Performance outcomes in 2024/25 74, 75, 86 to 96
The South African King IV™ Code 2016
1. Leadership, ethics and corporate citizenship
Page(s)
A. Leadership 58 to 60
B. Organisational ethics 24
C. Responsible corporate citizenship 25
2. Strategy, performance and reporting
D. Strategy and performance 16 to 19
E. Reporting 4 to 157
3. Governing structure and delegation
F. Primary roles and responsibilities of the governing body 60
G. Composition of the governing body 58 to 59
H. Committees of the governing body 60
I. Evaluation of the performance of the governing body 57
J. Appointment and delegation to management 60
4. Governance functional areas
K. Risk governance 26 to 33
L. Technology and information governance 32
M. Compliance governance 26 to 33, 66 to 70
N. Remuneration governance 74 to 97
O. Assurance 102, 103, 106 to 115
5. Stakeholder relationships
P. Stakeholder 20 to 25
Q. Responsibilities of institutional investors 36 to 37
The Board confirms that the Group has complied with all of the provisions set out in the UK Code and the principles set out in
King IV™. Details of how we have applied the principles of the Code and King IV™ are evidenced throughout this Corporate
Governance Report and elsewhere in the Integrated Annual Report, as set out below. The UK Code is published by the
Financial Reporting Council (“FRC”) and can be found on its website, www.frc.org.uk. King IV™ is issued by the Institute
ofDirectors in South Africa and can be found on its website at www.iodsa.co.za.
Strategic ReportGovernanceFinancial StatementsAdditional Information
57
Board of Directors
Corporate Governance Report
Skills and experience: Gareth has considerable experience in
chairing both public and private boards. For 22 years, Gareth was
atDe Beers and Anglo American plc, the last five of which he was
group Chief Executive Officer of the De Beers Group. He was
previously Chairman of Norilsk Nickel and of the Edcon Group.
Gareth also served as a Non-Executive Director and Chairman of
the Remuneration Committee of the Julius Baer Group and on the
Senior Advisory Board of TowerBrook Capital Partners L.P.
External appointments: Gareth is the Chairman of EnQuest plc.
Skills and experience: Hendrik entered the asset management
industry in 1988. He joined Investec Group in 1991 to establish Investec
Asset Management Limited, which rebranded to Ninety One in 2020.
He also served as Joint Chief Executive Officer of Investec Group
from 1 October 2018 until the demerger and listing of Ninety One on
16March 2020.
External appointments: Hendrik is a Non-Executive Director of
Naspers Limited and its European subsidiary, Prosus N.V. He is also
a member of the World Bank Private Sector Investment Lab.
Skills and experience: Colin has spent his career in financial
services, principally at Close Brothers Group plc, where he worked
for24 years and was Chief Executive Officer from 2002 until 2009.
Previously, he was a Non-Executive Director of M&G Group Limited
and Virgin Money Holdings (UK) plc.
External appointments: Colin is Chairman of Hiscox Limited.
Skills and experience: Kim joined Investec Asset Management
Limited in 1993 as its Chief Financial Officer and Chief Operating
Officer. She served as an Executive Director of Investec Group
from October 2018 until the demerger and listing of Ninety One
inMarch 2020. Prior to joining Investec, Kim was the Finance
andOperations Manager at two South African life insurance
companies. Kim is a Chartered Accountant having qualified
at PricewaterhouseCoopers.
External appointments: None.
Skills and experience: Amina initially joined Ninety One in May 2018
and in September 2023, she was appointed the Group Company
Secretary, having been a deputy since July 2020. Amina is a qualified
solicitor with over 20 years’ experience working in the public and
private sector, including working for the UN and EU in Kosovo. Amina is
an Associate of the Chartered Governance Institute and holds a
current practising certificate.
Ninety One Africa Proprietary Limited is Company Secretary of
Ninety One Limited.
Amina Rasool
Ninety One plc Company Secretary
Appointed: September 2023
Ninety One Africa Proprietary Limited
Ninety One Limited Company Secretary
Appointed: February 2020
Hendrik du Toit
Founder and
Chief Executive Officer
Appointed: October 2019
Gareth Penny
Independent Non-Executive
Director and Chairman
Appointed: November 2019
Colin Keogh
Senior Independent Director
Appointed: November 2019
Kim McFarland
Finance Director
Appointed: October 2019
Ninety One Integrated Annual Report 2025
58
Skills and experience: Idoya was a founding member, Chief
Investment Officer and Deputy General Director of Norbolsa SVB
(theinvestment arm of the Basque Savings Banks) from 1989 to
2013,and Senior Partner at Fidentiis SGIIC S.A. from 2014 to 2020.
Idoyahas been a member of the Bizkaia Bar Association since 1984.
External appointments: Idoya is a Senior Advisor at Bestinver SA
andserves as a Non-Executive Director of Bilbao Stock Exchange
andMutualidad de la Abogacía.
Skills and experience: Victoria previously served as a Non-Executive
Director at Gloucester Insurance Limited and Perpetual Income &
Growth Investment Trust plc, Senior Independent Director at the HM
Courts & Tribunals Service and was a Senior Advisor to Bowater
Industries Limited. Victoria is a qualified solicitor and spent 10 years in
private practice before joining Ernst & Young as their first UK General
Counsel in 1991. She was a partner for 20 years and for the last five,
she was a global executive board member and global managing
partner for risk.
External appointments: Victoria currently serves as Senior
Independent Director at IntegraFin Holdings plc, Non-Executive
Director and Chair of the Audit Committee at Euroclear Bank SA/NV,
Senior Independent Director and Chair of the Audit and Risk
Committee at the CBI and an Advisory Council Member at DTEK Group.
Skills and experience: Busi has held several non-executive
directorships, including appointments as Chair of the board of the
Industrial Development Corporation and the Airports Company South
Africa Limited. She was also previously a Partner at Ethos Private
Equity Proprietary Limited.
External appointments: Busi is lead Independent Director of Adcock
Ingram Holdings Limited.
Skills and experience: Khumo has served on the boards of several
listed and unlisted companies. Khumo is a qualified chartered
accountant and worked for Arthur Andersen for a number of years
before joining Investec Bank Limited in 1998, where he worked for
nineyears in both the corporate finance team and as Head of Principal
Investments. Prior to joining Delta Partners in 2014, where Khumo
worked for six years in various capacities, he served as Group Chief
Mergers and Acquisitions Officer for MTN Group Limited and a
member of its Group Executive Committee. Between 2014 and 2023,
Khumo served as an Independent Non-Executive Director for several
Investec Group companies including Investec Limited and Investec
plc. Khumo also served as Chairman of Investec Bank Limited from
2018 to 2023.
External appointments: Khumo serves as an Independent Non-
Executive Director of Vodacom Group Limited, Bidvest Group Limited
and Hollard Holdings Limited.
Committee key:
Committee Chair
DLC Audit and Risk
DLC Disclosure
DLC Human Capital and Remuneration
DLC Nominations and Directors’ Affairs
DLC Sustainability, Social and Ethics
Idoya Basterrechea
Aranda
Independent Non-Executive Director
Appointed: November 2019
Busisiwe Mabuza
Independent Non-Executive Director
Appointed: November 2019
Victoria Cochrane
Independent Non-Executive Director
Appointed: November 2019
Khumo Shuenyane
Independent Non-Executive Director
Appointed: August 2021
Strategic ReportGovernanceFinancial StatementsAdditional Information
59
Division of responsibilities
Governance framework
Ninety One operates under a DLC structure with a governance framework derived from and aligned to the requirements of
the UK Code and King IV™. The Boards of Ninety One plc and Ninety One Limited have identical compositions and hold joint
meetings. The DLC structure and unified committee framework ensure effective management as a single economic
enterprise while considering the interests of shareholders in both entities.
Ninety One plc
Public company incorporated in the UK, with a primary listing
on the LSE and a secondary listing on the JSE.
Ninety One Limited
Public company incorporated in South Africa and listed
onthe JSE.
Chairman
ɼ Collaborates with the Chief Executive
Officer on purpose, culture, strategy,
andoperations;
ɼ leads and manages the Board, ensures
effective operation and information flows
for the Board and committees;
ɼ fosters engagement with shareholders
and key stakeholders;
ɼ champions high standards of corporate
governance; and
ɼ leads the Board’s annual evaluation and
ensures follow-up.
Chief Executive Officer
ɼ Sets the Group’s strategic direction
andoversees execution of the Board’s
approved strategy, including ESG;
ɼ drives the Group’s desired culture
andvalues;
ɼ leads the senior executive team in
day-to-day operations, develops
effectivemanagement and workforce;
ɼ ensures the Group has effective risk
management systems and internal controls;
ɼ leads stakeholder communication,
working with the Chairman and relevant
teams; and
ɼ keeps the Board informed on all critical
matters affecting the Group.
Finance Director
ɼ Responsible for all aspects of financial
and capital reporting and governance;
ɼ supports and advises the Chairman and
the Chief Executive Officer in the
execution of strategy; and
ɼ ensures the Non-Executive Directors
have regular and timely access to
executive management and relevant
documentation.
Senior Independent Director
ɼ Supports the Chairman in achieving
Board objectives and acts as a sounding
board;
ɼ engages with major shareholders and
responds to shareholder questions at the
AGM as required;
ɼ works with the Nominations and Directors’
Affairs Committee to ensure an orderly
succession process for the Chairman;
ɼ maintains strong working relationships
between Executive and Non-Executive
Directors;
ɼ assists in resolving significant issues and
provides stability in managing challenging
situations;
ɼ leads the Chairman’s annual review and
offers feedback; and
ɼ chairs the DLC Nominations and
Directors’ Affairs Committee when
considering the succession of the
Chairman of the Board.
Non-Executive Directors
ɼ Advise and challenge management; and
ɼ monitor management’s success in
delivering the agreed strategy within the
risk appetite and control framework set by
the Board.
DLC Board of Directors
Corporate Governance Report
DLC Audit and Risk
Committee
Oversees financial
reporting, corporate
governance, internal
controls and risk
management.
See page 66 for the
committee report
DLC Human Capital
and Remuneration
Committee
Determines and develops
policies for remuneration
of the Chairman, the
Executive Directors and
senior executives.
See page 74 for the
committee report
DLC Nominations
and Directors’ Affairs
Committee
Oversees appointments
and succession planning
for Board and senior
executive positions.
See page 63 for the
committee report
DLC Sustainability,
Social and Ethics
Committee
Oversees sustainability,
social and ethical
commitments, targets
and performance.
See page 71 for the
committee report
DLC Disclosure
Committee
Responsible for
overseeing the prompt
disclosure of inside
information.
To assist with managing the Group’s business, the Chief Executive Officer has created a number of management committees. Further details
are set out in the Strategic Report on page 27.
Board Committees
Management Committees
You can find the current Board Charter, including a schedule of reserved matters, and committee terms of reference on
Ninety One’s website at www.ninetyone.com. These are reviewed annually.
Ninety One Integrated Annual Report 2025
60
Meetings and attendance
Director
Ninety One
plc
Ninety One
Limited
DLC Audit
and Risk
Committee
DLC Human
Capital and
Remuneration
Committee
DLC
Nominations and
Directors’ Affairs
Committee
DLC
Sustainability,
Social and Ethics
Committee
Gareth Penny 6/6 6/6 4/4 4/4
Hendrik du Toit 6/6 6/6 4/4
Kim McFarland 6/6 6/6
Colin Keogh 6/6 6/6 4/4 5/5
Idoya Basterrechea Aranda 6/6 6/6 5/5 4/4
Victoria Cochrane 6/6 6/6 4/4
Busisiwe Mabuza 6/6 6/6 5/5 4/4 4/4
Khumo Shuenyane 6/6 6/6 4/4
Key: attended/eligible to attend
Meetings are structured to facilitate open and constructive
discussion. Comprehensive agendas and supporting
materials are circulated in advance so that Directors have
the opportunity to consider the matters to be discussed.
Detailed minutes and any actions are documented.
The Board and its committees have access to sufficient
resources to discharge their duties, including independent
expert advice and the services of the company secretaries
of Ninety One plc and Ninety One Limited (together the
“Company Secretary”).
The Company Secretary acts as secretary to the Board
and its committees, providing governance support to the
Chairman, including assistance with the design and
delivery of the induction programme for Non-Executive
Directors. The Company Secretary also advises the Board
on corporate governance matters, applicable regulations,
and relevant legal obligations. The appointment and
removal of the Company Secretary is a matter reserved
for the Board’s approval, which annually confirms the
competence, qualifications and experience of the
Company Secretary.
Strategic ReportGovernanceFinancial StatementsAdditional Information
61
Board activities
The following are the key matters considered by the Board during the year and how these relate to Ninety One stakeholders:
Key activities Key outcomes Key stakeholders
Strategy and business
development
ɼ Performance
ɼ Strategic and corporate
development initiatives
ɼ Sustainability
ɽ Approved Group strategy to promote long-term sustainable
success;
ɽ approved long-term active asset management relationship
with Sanlam;
ɽ discussed and reinforced our corporate strategy and strategic
priorities;
ɽ approved share buyback programmes; and
ɽ discussed our sustainability agenda and transition plan.
ɽ Our clients
ɽ Our people
ɽ Our shareholders
ɽ Society and the
environment
Operational and
financial performance
ɼ Business updates
ɼ Operational performance
ɼ Budgeting and annual
reporting
ɼ Tax reviews
ɽ Oversight of business performance against targets, budget
and strategy;
ɽ approved annual financial plan;
ɽ approved PwC’s audit plan for the year ended 31 March 2025;
ɽ approved Integrated Annual Report and interim financial
statements;
ɽ reviewed and confirmed the Dividend Policy and recommended
and approved final and interim dividends; and
ɽ reviewed and approved the Group Tax Strategy and Policy.
ɽ Our clients
ɽ Our people
ɽ Our shareholders
Governance and
stakeholders
ɼ Board and committee
effectiveness
ɼ Stakeholder engagement
ɼ Corporate policies
ɽ Approved the process for the Board’s annual effectiveness review;
ɽ reviewed the outcome, approved the actions, and confirmed the
Board’s effectiveness;
ɽ oversight of engagement with stakeholders, including our clients,
people, shareholders and society;
ɽ reviewed and approved the Sustainability and Stewardship Report;
and
ɽ considered recommendations from each Board committee and
reviewed and approved refreshed corporate policies.
ɽ Our clients
ɽ Our people
ɽ Our shareholders
ɽ Society and the
environment
Risk management
ɼ Risk framework
ɼ Cyber and information
security risks
ɼ Fraud and financial crime risks
ɽ Oversight of key risks, Risk Appetite Policy and governance
framework;
ɽ oversight of information and cyber security and IT risk
management;
ɽ oversight of anti-bribery, corruption and sanctions controls
and policy;
ɽ assessed effectiveness of risk management and internal controls;
and
ɽ approved internal capital assessment framework and
wind-down plan.
ɽ Our clients
ɽ Our people
ɽ Our shareholders
ɽ Society and the
environment
People
ɼ Employee engagement
ɼ Diversity and inclusion
ɼ Workforce remuneration
ɽ Assessed and monitored the Group’s culture;
ɽ oversight of employee health and wellbeing; and
ɽ reviewed and approved the Board Diversity Policy and Group
diversity principles.
ɽ Our clients
ɽ Our shareholders
ɽ Society and the
environment
Regulatory
ɼ Listing rules and requirements
and Market Abuse Regulation
ɼ Capital adequacy
ɼ Directors’ duties and
responsibilities
ɽ Oversight of regulatory engagement and the meeting of regulatory
requirements;
ɽ approved the Modern Slavery Policy and Statement;
ɽ approved Financial Crime Compliance Policy;
ɽ approved the ICARA; and
ɽ reviewed Directors’ duties and responsibilities in particular those
attributed to section 172 of the UK Companies Act 2006.
ɽ Our clients
ɽ Our people
ɽ Our shareholders
ɽ Society and the
environment
Corporate Governance Report
Ninety One Integrated Annual Report 2025
62
The year in review
In a year of no change to the membership of Board, the
committee focused on the long-term development of the
senior leadership structure, ensuring our intentional and
intergenerational approach to talent management and
succession planning.
Cognisant of the need to proactively plan for a phased
rotation of the Independent Non-Executive Directors, the
majority of whom were appointed in 2019, the committee
also focused on the longer-term composition of the Board.
We oversaw the planning for the internal Board, committee
and Director effectiveness review – and agreed to an
interview-style process this year to enable a more nuanced
understanding of the Board’s dynamics, individual Director
contributions, and overall effectiveness of the Board and
each of its committees. It was agreed that the Chairman
would conduct interviews with each of the Directors while
Colin Keogh, the Senior Independent Director, would
interview the Chairman. We agreed on the interview
questions – which covered various topics including
strategy, key Board relationships, the quality of the
discussions and decision-making process at the Board,
as well as communication with stakeholders.
Board members have access to committee papers and
minutes and the committee chair provides verbal updates
at every subsequent Board meeting, ensuring continued
Board-level engagement on all delegated matters.
Where to find out more
Membership and attendance
ɽ Details of the committee members and their
attendance can be found on page 61. The Executive
Directors and key department heads attend as needed.
ɽ Information on the skills and experience of all committee
members can be found on pages 58 to 59.
Responsibilities
ɽ The role and responsibilities of the committee can be
found on page 60.
ɽ The terms of reference of the committee can be found
at www.ninetyone.com.
Effectiveness
ɽ Details of the committee’s annual effectiveness review
and the outcome of the Board and Director evaluations
can be found on page 57.
DLC Nominations and Directors’
Affairs Committee Report
The committee focused on the
long-term development of the senior
leadership structure, ensuring our
intentional and intergenerational
approach to talent management.
Gareth Penny
Chair of the DLC Nominations and Directors’ Affairs Committee
Strategic ReportGovernanceFinancial StatementsAdditional Information
63
Composition of the Board
The skills and experience of the Board as a whole, as well
as its individual Directors, are essential in supporting the
strategic objectives of Ninety One. We regularly assess and
were able to conclude that the composition of the Board
and each of its committees successfully combines a mix
of skills, knowledge and experience to effectively support
the implementation of Ninety One’s strategic objectives.
Post the year-end, the Board was informed that Colin
Keogh would not put himself forward for re-election
at the upcoming AGM and would stand down at the
conclusion of the meeting. Charles Harman will join the
Board, effective 24 July 2025. Charles was previously at
J.P. Morgan Cazenove and we look forward to Charles
joining the Board. On appointment he will join the Audit and
Risk Committee and the Human Capital and Remuneration
Committee.
Time commitments and independence
It is important that all the Directors have sufficient time and
focus to perform their Board and committee obligations.
Each Director confirms their external appointments before
each meeting and as required. On this basis, we concluded
that each has sufficient time to effectively discharge their
obligations to Ninety One. In addition, the Non-Executive
Directors’ contributions to the Board discussions, providing
constructive challenge, strategic guidance and specialist
advice when needed, reflects the time spent by each of the
Non-Executive Directors considering Ninety One matters.
Significantly, the Non-Executive Directors are available for
unscheduled meetings and activities, as required.
Independence is reviewed on an annual basis, as well as
when necessary against the criteria of independence
set out in the UK Code and King IV
TM
. The tenure of each
Non-Executive Director was also within the recommended
nine-year period. The committee was therefore able to
conclude that all of the Non-Executive Directors remained
independent.
Succession planning
Board and senior management succession planning for the
business is a key matter for the committee.
We reviewed the internal talent pipeline and supported a
number of internal promotions across Ninety One’s client
groups to embed Ninety One’s continued success.
Recognising that it is sometimes important to bring in
external talent to support certain strategic priorities, we
also endorsed a number of key external appointments
that will enable Ninety One to effectively scale and
commercialise these priorities.
While the current tenure of the Non-Executive Directors
does not necessitate any immediate change, the
committee is mindful of the importance of planning for
the long-term succession of the Board. We therefore
considered and recommended to the Board a process to
proactively plan for the necessary changes to ensure
continuity and the retention of essential expertise and
knowledge. In this regard, the committee engaged
Spencer Stuart to provide an extended list of potential
candidates for the committee to keep under review.
Additionally, a skills matrix aligned with key priorities was
recommended to the Board to be kept under review to
guide and inform succession plans and criteria for future
appointments.
Other than providing a list of potential candidates, Spencer
Stuart has no other relationship with Ninety One or its
Directors.
Key activities in the financial year
June 2024 Sept 2024 Nov 2024 Jan 2025
Board and committee composition, size and skills
Independence of non-executive directors
Qualification of audit and risk committee members
Review of director time commitments
Succession planning
Diversity review and diversity policy
Board and committee effectiveness review
Committee evaluation
Board skills matrix
DLC Nominations and Directors’ Affairs Committee Report
Ninety One Integrated Annual Report 2025
64
Board diversity
The Board recognises and embraces the benefits of a
diverse Board which reflects the global nature of our
business. The Board also recognises that diversity at Board
level is essential in facilitating broader and richer debate
and leads to improved decision-making in the interests of
the business, our shareholders and wider stakeholders.
The Board’s Diversity Policy, which applies to the Board and
its committees, sets out our objective to ensure that as a
minimum, we comply with the regulatory requirements for
a listed company in both the UK and South Africa. In this
regard, the committee is pleased to confirm that the
Board’s membership comprises individuals with a broad
range of skills and experience, which allows the Board
to objectively and effectively discharge its role and
responsibilities. The committee can further confirm that
theBoard continues to have an equal gender split, that one
of the senior Board positions is held by a woman, and that
two members of the Board are black. In addition, two of
theBoard’s committees are chaired by women, namely the
DLC Audit and Risk Committee and the DLC Sustainability,
Social and Ethics Committee.
Details of Ninety One’s diversity philosophy as well as our
gender and ethnicity data at both Board and executive
management level can be found on page 24.
Board training and development
During the year, the Non-Executive Directors continued to
participate in regular training and development sessions to
deepen their understanding of Ninety One’s business, the
challenges it faces, and the environment in which it
operates. These sessions aid the Board in constructively
challenging and supporting the Executive Directors in the
setting and delivery of strategy.
With the rapid evolution of Artificial Intelligence (“AI”), the
Board remains committed to deepening its understanding
of how AI might be applied within Ninety One to support
long-term performance. Throughout the year, the Board
attended several sessions on the development and use of
AI within Ninety One. In addition, the Board received
detailed updates on key business areas, regulatory
changes, legal matters and governance issues. These
sessions and updates are designed to keep the Directors
informed on the latest developments, thereby enabling
them to fulfil their responsibilities effectively.
Strategic ReportGovernanceFinancial StatementsAdditional Information
65
The year in review
During a year of dynamic market conditions and evolving
regulatory landscapes, the committee remained focused
on maintaining high standards of financial integrity and risk
management through rigorous oversight of Ninety One’s
financial reporting and external audit processes, as well as
regular evaluation of the effectiveness of the Group’s internal
controls and risk frameworks. Key areas of focus included:
ɽ Financial reporting and external audit oversight:
ensuring the integrity of the company’s financial
statements, reviewing key accounting policies and
significant estimates and judgements, and overseeing
the effectiveness of internal financial controls and risk
management systems. Managing the relationship with
the external auditor, including a thorough evaluation
oftheir performance and independence.
ɽ Risk management and internal controls: ensuring
risk management frameworks effectively identify,
assess, and mitigate risks that could impact the
achievement of our strategic objectives. Responding
to new regulatory requirements, including evolving
developments in relation to governance, operational
resilience, and financial crime prevention.
ɽ Internal audit and assurance: overseeing internal
audit effectiveness, ensuring independent and
objective assessments of the control environment,
and aligning assurance activities with key risks.
The committee continues to support Ninety One’s
commitment to strong governance, transparency
andaccountability, safeguarding the interests of our
shareholders and stakeholders, and reinforcing resilience
in an increasingly complex regulatory and market
environment.
DLC Audit and Risk
Committee Report
Where to find out more
Membership and attendance
ɽ Details of the committee members and their
attendance can be found on page 61. Key executives,
department heads and the external auditors attend as
needed. The Chair and the committee also hold private
discussions, both independently and with management,
as required.
ɽ Information on the skills and experience of all
committee members can be found on pages 58 to 59.
Responsibilities
ɽ The role and responsibilities of the committee can be
found on page 60.
ɽ The terms of reference of the committee can be found
at www.ninetyone.com.
Effectiveness
ɽ Details of the committee’s annual effectiveness review
can be found on page 57.
The committee continues to support Ninety One’s
commitment to strong governance, transparency
and accountability, safeguarding the interests
of our shareholders and stakeholders and
reinforcing resilience in an increasingly complex
regulatory and market environment.
Victoria Cochrane
Chair of the DLC Audit and Risk Committee
Ninety One Integrated Annual Report 2025
66
Key activities in the financial year
June 2024 Sept 2024 Nov 2024 Jan 2025
Financial reporting and financial controls
Key accounting judgements and policies
Risk report, risk appetite and tolerances
Internal controls and risk management framework
Sustainability reporting
Review of Integrated Annual Report, interim and final results announcements
Capital and liquidity assessments
External auditor reports
Internal auditor reports
Regulatory and compliance reporting
JSE proactive monitoring report and outcomes of FRC annual review
ofcorporate reporting
Confirmed Finance Director and finance function effectiveness
Tax strategy, tax risks and updates
Policies
Financial and narrative reporting
Annual and interim financial statements
A key responsibility of the committee is to support the
Board in overseeing the quality and integrity of the Group’s
financial reporting, accounting policies and practices.
Infulfilling this role, the committee reviewed on behalf of
the Board both the annual and interim financial statements
ahead of their publication.
The committee has assessed whether suitable accounting
policies have been adopted and whether management has
made appropriate judgements and estimates. Aspart of
this process, the committee engaged in regular discussions
with the external auditor, reviewing its reports and findings.
The committee also received and discussed reports from
key members of the leadership team, covering areas such
as risk management, internal controls, long-term viability
and going concern. For the annual financial statements, the
committee also considered the work undertaken to ensure
that the report was fair, balanced and understandable.
Significant financial reporting issues, judgements
andestimation uncertainty
The committee reviews and monitors all key accounting
estimates and judgements made by management that
could impact the Group’s financial results. The committee,
in conjunction with the external auditor, has assessed
theappropriateness of these estimates and judgements,
ensuring they remain in line with IFRS Accounting Standards.
For the year ended 31 March 2025, no significant
judgements or estimates have been identified in the
preparation of the consolidated financial statements.
While certain areas required estimation or judgement,
these were not considered significant. These areas and
theuse of alternative performance measures (“APMs”),
detailed below, remain consistent with those disclosed
inthe 2024 annual financial statements:
ɽ Basis of consolidation: The committee has reviewed
the consolidation principles applied by management
and is satisfied that the appropriate accounting
treatment has been applied in accordance with IFRS.
ɽ Leases, other liabilities and fair value measurements:
The committee has reviewed the key estimates and
assumptions underpinning these areas and confirms
that there are no material changes in methodology
orcore principles from the prior year.
ɽ Alternative Performance Measures: The committee
has reviewed the use and disclosure of APMs, which
are presented separately to provide enhanced
transparency on the Group’s operating performance
on pages 13 and 14.
Strategic ReportGovernanceFinancial StatementsAdditional Information
67
DLC Audit and Risk Committee Report
The committee is satisfied that management has
appropriately addressed these matters and that they
have been thoroughly reviewed by the external auditor.
It considers the judgements applied to be reasonable
and the accounting policies adopted to be appropriate.
The disclosures within the financial statements are clear,
relevant, comprehensive and fairly present the Group’s
financial position and performance.
Fair, balanced and understandable
The Board is responsible for ensuring that the annual
report and financial statements are fair, balanced and
understandable, providing shareholders and stakeholders
with the necessary information to assess the Group’s
position, performance, business model and strategy.
The committee supports the Board in this assessment
through a structured review process. Key steps in this
process included:
ɽ Management and independent review: Senior
management and independent control functions
including Finance, Risk, Compliance and Internal Audit,
reviewed an advanced draft, verifying accuracy, clarity
and consistency.
ɽ External auditor review: The external auditor
assessed financial and non-financial disclosures,
ensuring compliance with reporting standards.
The committee reviewed their findings, including
any areas of judgement.
ɽ Committee oversight: The committee scrutinised an
advanced draft, ensuring coherence, integrity and
alignment with the Group’s strategy while reviewing
the governance and control processes supporting its
preparation.
ɽ Board confirmation: Based on this thorough review,
the committee advised the Board that the 2025
Integrated Annual Report is fair, balanced and
understandable, providing clear insight into the
Group’s performance, risks and strategy.
Going concern and long-term viability
The committee reviewed the Group’s going concern and
long-term viability statements, assessing their
appropriateness and provided its recommendations to the
Board. As part of this review, the committee considered:
ɽ The Group’s financial position, strategy, risk appetite,
forecasts and emerging and principal risks;
ɽ stress-testing scenarios, including potential downside
impacts on assets under management, profitability,
liquidity and regulatory capital;
ɽ the strength of the Group’s financing arrangements
and compliance with financial covenants;
ɽ the external auditor’s review of the statements and their
findings; and
ɽ the Group’s internal capital adequacy assessments,
confirming the Group remains well-capitalised with
no material impact from new regulations.
Following its review and the assurances provided by
management, the committee recommended to the Board
preparing the financial statements on a going concern
basis. The committee also endorsed the three-year viability
assessment as appropriate, given the Group’s business
model, regulatory environment and risk management
framework.
Further details on the viability statement, including key
assumptions and risks, can be found on page 15.
External auditor
Audit firm: PricewaterhouseCoopers LLP
(Ninety One plc) and
PricewaterhouseCoopers Inc.
(Ninety One Limited) together PwC
Date appointed: Financial year ended
31 March 2023
Lead partner
Ninety One plc (tenure):
Allan McGrath (financial year 2023)
Designated partner
Ninety One Limited
(tenure):
Nicolette Jacobs
(financial year 2025)
Total fees in financial
year 2025:
£2,082,000 (FY 2024 £1,738,000)
of which £517,000 (FY 2024
£542,000) related to non-audit
services
Ninety One Integrated Annual Report 2025
68
External auditor effectiveness
The committee’s responsibility for overseeing the
relationship between the Group and the external auditor
includes a duty to assess the auditor’s independence,
objectivity, and overall effectiveness.
The committee received a detailed audit plan from PwC
outlining the proposed scope and key areas of focus for
the financial year 2025 audit, along with an assessment
of significant risks identified by PwC. The committee
thoroughly reviewed the audit plan and the identified risks,
challenging underlying assumptions and estimates where
necessary.
The committee considered the JSE report on proactive
monitoring of financial statements and the FRC’s annual
review of corporate reporting to assess compliance with
IFRS and the quality of financial reporting. The committee
reviewed PwC’s work during the audit and undertook an
evaluation of the external auditor’s effectiveness, which
was considered at the committee’s June 2025 meeting.
To guide the evaluation and ensure key topics were
addressed, a tailored set of questions was circulated in
advance to all members, the Chief Executive Officer and
the Finance Director. The questions covered a range of
topics, including the appropriateness of the scope of the
proposed work plan, the quality and timeliness of delivery,
PwC’s technical expertise and the effectiveness of
interactions with the committee, management and the
internal audit function.
Based on its review and the feedback received, the
committee concluded that PwC conducted the audit
effectively, efficiently and to a high standard. The
committee also assessed the qualifications and expertise
of the audit partners and was satisfied that both individuals
demonstrated the necessary competence and experience.
Confirmation: The committee confirms that, overall, the
external auditor was effective in planning and executing
the financial year 2025 audit. The committee has
recommended to the Board that PwC be reappointed
as the external auditor at the next AGM.
External auditor independence and
non-audit services
The committee considers the independence of the external
auditor to be fundamental in safeguarding the integrity of
the audit process. As part of its oversight responsibilities,
the committee conducts an annual review of the policies
and procedures PwC has in place to maintain its
independence together with the Group’s policy on
employing former audit team members. PwC has
confirmed to the committee that it operates robust internal
processes to identify, report and manage conflicts of
interest, as well as to monitor aspects of non-audit work
that could compromise its objectivity. These arrangements
are designed to ensure the integrity of the audit process
and report.
The committee also reviewed PwC’s formal independence
letter, which confirmed its compliance with the FRC’s
Ethical Standard. Additionally, the committee considered
the findings of the South African Independent Regulatory
Board for Auditors’ inspection report on audit quality,
which did not identify any reportable issues related to
auditor independence.
The committee oversees the process for approving any
non-audit work undertaken by the external auditor,
ensuring that any engagement does not compromise
the auditor’s objectivity, effectiveness and independence
and that it adheres to all relevant ethical standards. In
accordance with Ninety One’s Non-Audit Services Policy,
the committee approved certain non-audit services
provided by PwC. These services were linked to the
statutory audit and primarily involved assessing Ninety
One’s control activities under ICAEW Technical Release
AAF 01/20, ISAE 3402, as well as regulatory reporting.
Confirmation: The committee is satisfied with PwC’s
independence and confirms that it has complied with the
provisions of the Competition and Markets Authority
Order in respect of audit tendering and the provision of
non-audit services for the financial year under review.
Additionally, there are no contractual restrictions
affecting auditor selection or imposing a minimum
appointment period.
Strategic ReportGovernanceFinancial StatementsAdditional Information
69
DLC Audit and Risk Committee Report
Audit fees
Fees relating to services performed by the external auditor
are reported to and approved by the committee. Details of
fees paid to PwC in relation to the financial year 2025 audit
and for non-audit services can be found on page 68 and in
note 4(b) to the financial statements on page 124.
Confirmation: The committee confirms that it has
reviewed and discussed the fees for the 2025 financial
year audit and permitted non-audit services with PwC,
considers them appropriate, and has approved them
accordingly.
Internal audit, risk and internal controls
Role of the internal audit function
Ninety One’s internal audit function is a key component of
its governance and risk management framework, providing
independent and objective assurance to the committee on
the adequacy and effectiveness of the Group’s internal
controls. Using a risk-based approach, it assesses whether
key risks are appropriately identified, reported and
mitigated as well as evaluating the robustness of the
Group’s governance arrangements.
The committee oversees the internal audit function
including its remit, effectiveness and independence.
It appoints the Head of Internal Audit and ensures the
function is appropriately resourced and has unrestricted
access to the committee, executive management and,
where necessary, external expertise. The committee also
approves the Internal Audit Charter and the annual internal
audit plan. The plan is reviewed on an ongoing basis and
updated as needed to reflect changes in the Group’s risk
profile, business activities and the broader regulatory
environment.
The committee receives regular reports on the delivery of
the internal audit plan, including any re-prioritisation of
planned reviews, the findings and outcomes of completed
audits, the status of management actions in response to
identified issues, and any matters requiring the committee’s
approval or attention.
Internal audit effectiveness
In addition to regular engagement and reporting, including
the annual audit plan and the Internal Audit Charter, formal
feedback gathered through a questionnaire completed by
committee members and senior executives provides
valuable insights into the work of the internal audit function
and the broader control environment at Ninety One. This
process allows the committee to assess the effectiveness
and independence of the function and confirm that it is
appropriately resourced, and that members of the team are
qualified to perform their duties and have access to
specialist expertise when needed.
Confirmation: The Committee is satisfied that the internal
audit function continues to operate effectively and
independently, demonstrating the appropriate quality,
experience and expertise to meet the needs of the
business and support strong governance and risk
management.
Assessment of the Group’s system of internal
control and risk management framework
The Board has delegated to the committee responsibility
to oversee the assessment of key risks, risk management
processes and the adequacy and effectiveness of the
system of internal controls. The Group’s assessment of
its principal risks helps drive the committee’s agenda
and is set out, together with the risk management and
governance framework, in the risk management section
of the strategic report on pages 26 to 33.
During the year, the committee received regular updates
from Internal Audit, Risk, Compliance and Finance. These
reports provided insights into risk exposure relative to
appetite, the effectiveness of controls, key risk events,
emerging risks and the results of stress testing. The
committee used these to challenge and monitor
management’s response and control effectiveness.
The committee reviewed Ninety One’s internal capital
adequacy processes and was satisfied with Ninety One’s
ability to meet capital and liquidity requirements. The
committee received regular briefings on the operational
resilience framework and enhancements to contingency
planning and business continuity strategies in line with
evolving regulatory standards.
The committee had oversight of risk management relating
to major change programmes and project implementation.
The Board also reviewed technology and cyber security
oversight, including updates from the Chief Technology
Officer on cyber threats, incident response preparedness,
and the alignment of technology initiatives with business
needs.
All Board members have access to committee papers and
minutes, and the committee chair provides verbal updates
at subsequent Board meetings, ensuring continued
Board-level engagement with risk and control matters.
Non-committee Board members are invited to attend
meetings where appropriate.
Confirmation: The committee’s review and assessment
led it to conclude that Ninety One’s financial and
regulatory reporting processes and controls are
effective. It also determined that the risk management
framework, including the system of internal controls and
risk management processes, is appropriate and robust,
enabling Ninety One to effectively identify and manage
current risks, as well as respond to emerging issues and
the evolving risk landscape.
Ninety One Integrated Annual Report 2025
70
The year in review
During the course of the year, the committee maintained
its active oversight over the execution of Ninety One’s
sustainability strategy across the three pillars of Invest,
Advocate and Inhabit. During the past year we have seen
increased divergence across the globe on sustainability.
Ourposition remains consistent.
We monitored progress to achieving net zero emissions
by 2050 in relation to our investments and our own
operations. We also undertook a number of deep dives
into the transition plans of some of the highest-emitting
companies in our portfolio and noted the increasing
complexity of executing transition plans for these
companies. We welcomed the continued development
of impact-focused metrics, covering areas such as
financial and digital inclusion, healthcare access and
decarbonisation, and recognised the firm’s growing use
of these metrics in its sustainable investment strategies.
Internally, we tracked Ninety One’s own sustainability
performance, including progress on reducing Scope 1, 2
and 3 emissions. Details of our progress against our targets
as set out in our 2022 transition plan can be found on
pages 36 to 37, as well as in our Sustainability and
Stewardship Report.
All Board members are invited to attend the committee’s
scheduled meetings, alongside its permanent members.
The committee greatly appreciates the support and
challenge offered by its fellow Board members as it reflects
the importance of Ninety One’s sustainability priorities to
all Board members in a world of shifting priorities.
DLC Sustainability, Social
and Ethics Committee Report
The committee supported management’s
continued efforts to engage constructively
and transparently on global sustainability
issues while delivering fiduciary responsibilities
and balancing stakeholder expectations.
Busisiwe Mabuza
Chair of the DLC Sustainability, Social and Ethics Committee
Where to find out more
Membership and attendance
ɽ Details of the committee members and their
attendance can be found on page 61. The Executive
Directors and key department heads attend as needed.
ɽ Information on the skills and experience of all
committee members can be found on pages 58 to 59.
Responsibilities
ɽ The role and responsibilities of the committee can be
found on page 60.
ɽ The terms of reference of the committee can be found
at www.ninetyone.com.
Effectiveness
ɽ Details of the committee’s annual effectiveness review
can be found on page 57.
Strategic ReportGovernanceFinancial StatementsAdditional Information
71
Key activities in the financial year
June 2024 Sept 2024 Nov 2024 Jan 2025
Consumer relationships and compliance with consumer protection laws
Corporate citizenship activities review
High emitter case study
Safety, health and environment update
Modern slavery policy and statement
Social and economic development (including B-BBEE scorecard
andemployment equity plan) and regulatory reporting updates
Sustainability strategy oversight and engagement activities
Sustainability and stewardship report overview and policies
Stakeholder engagement
Workforce engagement including labour issues, culture and ethics
Invest
In the past years, the committee’s focus was on the
integration of sustainability analysis into investment
decision-making processes. This year, the committee’s
focus shifted to the more complex phase of implementation
and accountability against an increasingly fragmented
international consensus on climate action, as well as a
shifting geopolitical and macroeconomic environment.
Over the course of the year, we reviewed in detail the
transition plans of Sasol and Eskom, two of the highest
emitting companies in Ninety One’s portfolio. We
considered the ambition of these companies to achieve
net zero, the challenges facing these companies including
changes to their internal leadership, and shifting political
or economic priorities that present real risks to their
transition timelines. We engaged with management on the
strategic implications of companies falling short on their
climate commitments and challenged management to
remain agile in its approach and to ensure alignment
between Ninety One’s sustainability priorities and fiduciary
responsibilities.
We welcomed key strategic developments including the
launch of the Emerging Market Transition Debt Strategy,
the further development of impact-driven metrics and
analytical frameworks for a Just Transition and nature-
related risks and impacts.
Details on the delivery of our own transition plan and
targets, progress against the TCFD recommendations,
initial incorporation of the TNFD recommendations, and the
building of our sustainability-focused products and tools
can be found on pages 38 to 53 and in our Sustainability
and Stewardship Report.
Advocate
The committee maintained oversight of Ninety One’s
strategic advocacy efforts, particularly as they related to
advancing sustainable finance and shaping the broader
industry dialogue. We noted Ninety One’s continued
participation in global forums, including the IMF Spring
Meetings, Climate Action 100+, the Institutional Investors
Group on Climate Change, and the Sustainable Markets
Initiative. These engagements support Ninety One’s
positioning as a thought leader in sustainable finance
andan advocate for emerging markets, ensuring that
theunique challenges and perspectives of developing
economies are reflected in global transition efforts.
The committee supported management’s continued
efforts to engage constructively and transparently on
global sustainability issues while delivering fiduciary
responsibilities and balancing stakeholder expectations.
Inhabit
Throughout the year, the committee provided oversight
of Ninety One’s efforts to uphold the principles of good
corporate citizenship and corporate social responsibility.
We reviewed a range of activities reflecting the firm’s
commitment to social impact, transformation and
environmental responsibility. This included ongoing
investment in long-term community initiatives, with
assurance received around their sustainability, alignment
and continued funding. The committee is proud of the
projects undertaken by Ninety One to support our
communities and provide life-changing opportunities.
Details of this work and all our projects can be found on
pages 37 to 47 of the Sustainability and Stewardship
Report. We also noted that Ninety One retained its
Level 1 B-BBEE status and is proactively preparing for
anticipated regulatory changes that will require formal
transformation plans.
DLC Sustainability, Social and Ethics Committee Report
Ninety One Integrated Annual Report 2025
72
In our review of consumer relationships, we welcomed
theestablishment of structured reporting on client-facing
matters. While no material concerns were identified, we
did raise follow-up questions on isolated AML-related
complaints.
Employee wellbeing and inclusion remains a key focus
for the committee. We supported ongoing workforce
engagement, including efforts undertaken to maintain
optimism in the face of challenging global macroeconomic
conditions for the industry and for the transparent
communication of those challenges. The appointment
ofanew Head of Human Capital in South Africa and the
development of a refreshed Employment Equity Plan were
also acknowledged. We reviewed Ninety One’s diversity
principles which are grounded in the organisation’s
philosophy to ‘do the right thing’. We were satisfied that this
philosophy – reflecting Ninety One’s ethical standards and
cultural values – supports the firm’s long-term success and
contributes positively to the communities reached through
its corporate social investment activities.
We reviewed whistleblowing activity and reported to the
DLC Audit and Risk Committee, noting that no incidents
were raised during the year and that relevant processes
remain in place to ensure concerns can be raised
confidentially and addressed appropriately. Lastly, we
monitored stakeholder engagement throughout the
year and encouraged improvements to AGM-related
communications and systems to ensure transparency
and accessibility going forward.
Details of Ninety One’s work in relation to its people,
community, stakeholders and environment can be found in
the Strategic section of this report on pages 20 to 25 and
36 to 53 and in our Sustainability and Stewardship Report.
Strategic ReportGovernanceFinancial StatementsAdditional Information
73
Where to find out more
Membership and attendance
ɽ Details of the committee members and their
attendance can be found on page 61. Key executives,
department heads and the external auditors attend as
needed. The Chair and the committee also hold private
discussions, both independently and with management,
as required.
ɽ Information on the skills and experience of all
committee members can be found on pages 58 to 59.
Responsibilities
ɽ The role and responsibilities of the committee can be
found on page 60.
ɽ The terms of reference of the committee can be found
at www.ninetyone.com.
Effectiveness
ɽ Details of the committee’s annual effectiveness review
can be found on page 57.
The year in review
Executive remuneration
The market environment in financial year 2025 remained
challenging for emerging markets players. While market
returns broadened from the narrow US strength of financial
year 2024, elevated volatility, geopolitical uncertainty and
macroeconomic inflections all served to keep emerging
markets client allocations at depressed levels, especially
inthe first half of the year. The second half saw noticeably
improved conditions with a material increase in monthly
gross inflows and a decline in monthly gross outflows.
Combined with an improving firm-wide investment
performance, this made for a positive end to the year.
Key performance outcomes included:
ɽ Adjusted EPS of 15.5p, down 3% for the financial year
(2024: 15.9p);
ɽ net outflows of £4.9 billion (2024: net outflows of
£9.4 billion);
ɽ weighted
1
firm-wide investment outperformance of
67.7% (2024: 53.8%);
ɽ significant progress toward our non-financial priorities,
including scaling our growth initiatives, key talent
retention and development, and improved technology
enablement (see pages 87 to 90 for further details); and
ɽ strong capital return to shareholders via dividends
andshare buybacks that has seen Ninety One return
over 50% of its initial market capitalisation since listing
in March 2020.
Against this performance backdrop, the committee
determined that the formulaic outcome under the
Executive Incentive Plan (“EIP”) scorecard was 42.9% of
the maximum award opportunity for each of the Executive
Directors.
DLC Human Capital and Remuneration
Committee Report
Over the last financial year, the business
demonstrated its resilience in a tough
market environment. It was characterised
by a significantly better second half with
positive net flows and improved investment
performance.
Colin Keogh
Chair of the DLC Human Capital and Remuneration Committee
1. Weighted over one (20%), three (30%) and five (50%) years.
Ninety One Integrated Annual Report 2025
74
The committee carefully considered the fairness of the
formulaic outcome, in the context of overall performance
achieved both by the business and individually, the relative
performance of Ninety One’s peers, together with the
shareholder, client and wider workforce experience over
the period, with particular reference to the remuneration
outcomes of other senior leaders in the business.
Notwithstanding the net outflows for the year and the
marginally reduced earnings for financial year 2025, the
committee acknowledged that the Executive Directors had
performed strongly in executing on their strategic priorities,
retaining and developing key talent, and improving the
overall business performance in the second half of the year
in a market environment that continued to be challenging.
Furthermore, the announcement of the Sanlam transaction
was a bold move in South Africa which progressed well
(with completion expected during financial year 2026).
As a result, the committee concluded that the formulaic
outcome provided a fair reflection of performance
achieved and granted awards on this basis. The EIP awards
were therefore £2,285,385 for Hendrik du Toit and
£1,828,994 for Kim McFarland. Recognising the significant
shareholder alignment that already exists by virtue of the
Executive Directors’ shareholdings, which materially
exceed the minimum requirements, the committee
determined that 25% of these awards would be deferred
into shares in Ninety One plc. For this year, Hendrik du Toit
has voluntarily elected to increase the deferred element of
his award to 80%. The remainder of the awards were paid
in cash.
The deferred elements of the EIP awards will be granted
after the 2025 financial results have been announced and
will be subject to vesting and mandatory retention periods
as prescribed under the Directors’ Remuneration Policy
(the “Policy”).
A full disclosure of the financial and non-financial
outcomes relative to targets and metrics is provided
on pages 86 to 90.
Directors’ remuneration
Remuneration levels at Ninety One are set at levels which
allow truly exceptional contributions to be rewarded, while
recognising our competitive positioning against peers.
For financial year 2026, fixed remuneration levels for the
Executive Directors will remain unchanged, as has been the
case since 2020. The current Executive Directors will not
receive any pension benefits, and their employee benefits
will otherwise be in line with Ninety One’s wider workforce.
Variable remuneration opportunity under the EIP will remain
the same for financial year 2026, in line with the Policy last
approved by shareholders at the 2024 AGM. This has
remained unchanged since financial year 2021, resulting in
no change in total remuneration opportunity in nominal
terms over that period.
Directors’ Remuneration Policy
At the 2024 AGM held on 25 July 2024, the Policy was
approved by shareholders. This was our third policy since
Ninety One listed as an independent company in March
2020, which has consistently received strong support from
shareholders, both in terms of its design, and also its
implementation.
To approve the Remuneration Report
2024 AGM
Votes for 97.33%
Votes against 2.67%
Votes
for
Votes
against
2020 AGM 94.07% 5.93%
2021 AGM 98.33% 1.67%
2022 AGM 97.49% 2.51%
2023 AGM 98.71% 1.29%
2024 AGM
1
97.33% 2.67%
To approve the Remuneration Policy
2024 AGM
Votes for 95.03%
Votes against 4.97%
Votes
for
Votes
against
2020 AGM
(binding) 91.57% 8.43%
2021 AGM
(non-binding) 96.14% 3.86%
2022 AGM
(non-
binding) 94.37% 5.63%
2023 AGM
(binding) 95.08% 4.92%
2024 AGM
1
(binding) 95.03% 4.97%
The committee believes that the Policy will continue to
incentivise the Executive Directors over both the long
and short term, which will support the continuity of
Ninety One’s long-term strategy and ultimately deliver
value for shareholders. The committee is committed to
implementing the Policy in a way that ensures that
executive remuneration is aligned with performance
achieved and takes into account the shareholder
experience. In this regard, the committee has been
pleased to maintain an ongoing dialogue with shareholders
on the issues of remuneration and welcomes feedback
at any time.
We look forward to your support on the resolutions relating
to our Directors’ remuneration at the 2025 AGM. While I will
not be standing for re-election this year, I thank you for
your support and engagement over the course of my
tenure as Chair of the committee.
1. 718,373 votes withheld on the resolution to approve the Remuneration Report;
718,524 votes withheld on the resolution to approve the Remuneration Policy.
Strategic ReportGovernanceFinancial StatementsAdditional Information
75
DLC Human Capital and Remuneration Committee Report
Key activities in the financial year
Activity
April
2024
June
2024
September
2024
January
2025
February
2025
The Directors’ Remuneration Report for inclusion in the
Integrated Annual Report 2024
Shareholder feedback following the AGM and
governance roadshows
Executive Director remuneration outcomes for financial
year 2024
Performance targets for financial measures under the EIP
for financial years 2025 and 2027
Non-financial measures and metrics under the EIP for financial
year 2025
Regulatory remuneration disclosures
Developments in market practice and corporate governance
relating to remuneration
Central and independent review of the implementation
of the remuneration policy for the wider workforce
Material Risk Taker methodology and lists
Review of wider workforce fixed and variable remuneration
Compliance and risk reports
Remuneration policy for the wider workforce
UK gender pay gap reporting
Preparation for upcoming engagements with
keyshareholders as part of Ninety One’s 2025
governanceroadshow
Preparation for the 2025 Directors’ Remuneration Report
Review of the latest Principles of Remuneration released by
the Investment Association as well as other remuneration-
related regulatory developments over the past year
Amendment to the mandatory deferral policy in the Policy
Ninety One Integrated Annual Report 2025
76
Directors’ Remuneration Policy
Introduction and key principles
The Policy was approved by shareholders at our 2024
AGM. In determining the Policy, the committee discussed
the detail of the previous policy and its operation since
adoption. Conflicts of interest were suitably mitigated
throughout the review process, and external perspective
and market insight provided by our independent advisors.
The Policy was assessed against the principles of clarity,
simplicity, risk management, predictability, proportionality
and alignment to culture, as set out in the Corporate
Governance Code 2018.
Ninety One seeks to attract and retain the highest calibre
individuals who enjoy a sense of individual responsibility
and ownership. Results and relationships remain at the core
of our thinking. Our approach to remuneration is that it is an
important (but not the only) part of our employee value
proposition – designed to attract, retain and motivate staff
and to reinforce the behaviours needed to support our
culture and values over the short and long term in a risk
conscious manner. Integral to the determination of
remuneration levels is the commitment to our culture in the
pursuit of excellence for our clients within an effective risk
management environment.
Ninety One’s remuneration policies are clear and
transparent – they are designed and implemented to align
employee interests with those of all stakeholders, including
our shareholders and clients, and to support the long-term
success of our business.
The Policy was formulated within the framework of Ninety
One’s overall remuneration philosophy. Under the Policy,
the performance of the Executive Directors will be
assessed against financial and non-financial measures,
which are key drivers of Ninety One’s success. The Policy
was developed taking into account market data and
competitor practice, corporate governance requirements
and shareholder expectations.
The committee believes that the Policy will continue to
incentivise the Executive Directors over both the long and
short term, which will support the continuity of Ninety
One’s long-term strategy and ultimately deliver value
for shareholders. The committee is committed to
implementing the Policy in a way that ensures that
executive remuneration is aligned with performance
achieved and takes into account the shareholder
experience.
The Policy supports the long-term success of our business
by adhering to the following principles, in line with
corporate governance requirements:
ɽ It is simple, fair and transparent, with clear links
between Ninety One’s strategy and remuneration
outcomes;
ɽ it is designed to promote our culture and values, with
an emphasis on risk management and conduct;
ɽ it aligns interests of Executive Directors with those
of shareholders and clients;
ɽ it emphasises the importance of non-financial drivers
for Ninety One’s long-term success; and
ɽ remuneration levels reflect our pursuit of excellence
for our clients and our commitment to organic
business-building.
Strategic ReportGovernanceFinancial StatementsAdditional Information
77
Directors’ Remuneration Policy
Executive Directors – Policy table
The Executive Directors’ remuneration has two main components, being fixed remuneration and variable remuneration in
the form of an annual single incentive award. A single incentive award was deemed appropriate given the significant direct
and indirect shareholdings of the Executive Directors in Ninety One. The Executive Directors may also be eligible to
participate in HMRC-registered all-employee share plans. The following table sets out the Policy in relation to these
components. Full details of how the committee intends to apply the Policy in the financial year 2026 are contained in the
Annual Report on Remuneration.
Element and link to strategy Operation Opportunity Performance
Fixed remuneration
Fixed remuneration reflects the
relative skills and experience of, and
contribution made by, the individual.
Fixed remuneration is set at levels
that allow us to attract and retain
executives with the necessary skills
and experience to deliver strategic
objectives.
Fixed remuneration is delivered in cash
(base salary), with a portion sacrificed to
fund benefits.
Fixed remuneration will normally be
reviewed annually. Factors considered
in any review would include: the size and
scope of the role, business and individual
performance, affordability, increases
for the wider workforce and peer
comparisons.
Fixed remuneration adjustments would
typically be effective from 1 April.
The current fixed remuneration
for the Chief Executive Officer
is £666,000 per annum and
£533,000 per annum for the
Finance Director.
There is no overall maximum
opportunity or increase.
However, in awarding any
increase, the committee will be
mindful of any relevant factors,
which may include increases
for the wider workforce or
changes in scope of role.
Individual
performance
will be taken into
consideration
when awarding any
increase in fixed
remuneration.
Pension
The current Executive Directors are not entitled to any pension benefits. Any new Executive Directors may be entitled to pension benefits
in line with those generally offered to the wider workforce in the location in which they are employed.
Benefits
To provide a market competitive level
of fixed remuneration that allows us
to attract and retain executives with
the necessary skills and experience.
Benefits reflect local market practice
and support health and wellbeing.
Ninety One offers a range of benefits
that currently includes private medical
insurance, disability insurance and life
cover, which are the benefits generally
offered to Ninety One employees.
The benefits provided may be subject
to amendment from time to time by the
committee within the Policy.
In addition, Executive Directors are eligible
for other benefits which are introduced
for the wider workforce, on broadly
similar terms.
These benefits are funded by
each of the Executive Directors
sacrificing a portion of their
fixed remuneration, although
the committee reserves the
right to operate an alternative
approach for any new
Executive Director.
The value of benefits
is dependent on each
Executive Director’s individual
circumstances. The committee
has therefore not set a
maximum monetary value
for this component of fixed
remuneration, save that the
aggregate of cash and benefits
will not exceed the value of
fixed remuneration.
Not applicable
Ninety One Integrated Annual Report 2025
78
Element and link to strategy Operation Opportunity Performance
EIP
Annual single incentive award that
rewards the delivery of key financial
and non-financial objectives that are
consistent with Ninety One’s strategy
and are measured over both long-
term and short-term periods.
Enhances Executive Directors’
alignment with shareholders via
appropriate performance measures
and through deferral into Ninety One
shares.
The EIP will reward performance, assessed
against financial/quantitative and non-
financial/qualitative measures, over the
current year and the preceding three-year
period.
The committee will set the long-term and
short-term performance measures, targets
and the weighting annually to reflect the
key financial and strategic priorities for
Ninety One. Performance conditions will be
determined and set subject to the following
parameters:
ɽ Not less than 75% of the overall award
will be based on financial performance
measures; and
ɽ not less than 55% of the overall award
will be based on long-term performance.
Award outcomes will be assessed annually
following year end and will be based on a
formulaic application of the Policy, with
the committee retaining discretion to
consider performance holistically and
adjust formulaic outcomes to ensure that
final remuneration awards are aligned with
the sustainable performance of Ninety One
and our purpose to deliver value over the
long term.
Typically 50% of each EIP award will be
deferred into an award of Ninety One plc
shares. The committee will have discretion
to reduce the deferral below 50%, but no
less than 25%, provided that the executive
exceeds his or her minimum shareholding
requirement. The amount not deferred into
shares will be paid in cash.
The amount deferred into awards over
Ninety One plc shares will be entitled to
receive dividends or dividend equivalents.
Deferred awards will vest in full three years
after award. Following vesting, deferred
awards will normally be subject to a further
holding period, with 50% released four
years after award and 50% released five
years after award.
Malus and clawback provisions will apply,
as described in further detail on page 81.
Awards granted in respect
of each financial year will
be capped at 800% of fixed
remuneration (subject to
treatment in a change of
control event).
Performance will be measured
relative to threshold, target
and stretch achievement
levels. Award outcomes as a
percentage of the maximum
award opportunity will be as
follows:
ɽ threshold: 25%
ɽ target: 50%
ɽ stretch: 100%
Award outcomes will be
determined on a straight-line
basis for performance between
these levels.
The committee will
set the long-term
and short-term
performance
measures annually
to reflect the
key financial and
strategic priorities
for Ninety One.
The measures may
therefore vary from
year to year.
Details of the
measures are set out
in the Annual Report
on Remuneration on
pages 94 to 96.
Ninety One’s HMRC-registered Share Incentive Plan (“SIP”)
To increase the alignment of the
Executive Directors’ interests with
shareholders. May provide UK tax
benefits.
Executive Directors may be eligible
to participate in Ninety One’s HMRC-
registered SIP, on the same terms as
other UK-based employees.
Where applicable, participation
in the SIP is subject to
maximum limits set by HMRC
(e.g. the Executive Directors
may each buy shares in Ninety
One plc out of their salary
before tax deductions, subject
to a current limit of £1,800
per year).
Not applicable
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79
Directors’ Remuneration Policy
Element and link to strategy Operation Opportunity Performance
Shareholding requirement
To maintain the alignment of the
Executive Directors with the long-
term interest of Ninety One and our
stakeholders.
Executive Directors are expected to build
and maintain an interest in Ninety One
shares, and to retain a portion of this
interest for a period after ceasing to be
an Executive Director.
Requirements for current Executive
Directors
While serving as an Executive Director:
ɽ 1,000% of fixed remuneration for
the Chief Executive Officer; and
ɽ 800% of fixed remuneration for
the Finance Director.
Each of the current Executive Directors
exceeds this requirement significantly by
virtue of their respective participation in
the Marathon Trust.
For a period of two years from ceasing to
be an Executive Director, the following will
normally apply:
ɽ 500% of fixed remuneration for the
Chief Executive Officer; and
ɽ 400% of fixed remuneration for the
Finance Director.
Requirements for new
Executive Directors
The level of interests in Ninety One
shares required will be considered by the
committee at the time of appointment,
having due regard to the scope of the role.
This requirement will need to be attained
within a reasonable timeframe (expected
to be no longer than five years from
appointment) but having regard to any
existing share interests.
Not applicable Not applicable
Explanatory notes to the table
Competitive positioning
Remuneration opportunities recognise our competitive
positioning alongside local and international peers,
including those that are privately held.
Wider workforce context
Ninety One’s wider workforce receives fixed remuneration,
which includes base salary, pension contributions (where
applicable) and other local employee benefits (which
typically includes private medical insurance, disability
insurance and life cover). Variable remuneration typically
takes the form of an annual discretionary award, which may
comprise both cash and deferred elements. Deferred
elements are normally invested in a combination of Ninety
One shares and funds, which cliff vest after three years and
are subject to malus and clawback provisions consistent
with those applicable to the Executive Directors.
Remuneration levels at Ninety One reflect both our pursuit
of excellence and commitment to organic business
building. In setting remuneration levels, truly exceptional
contributions are rewarded and individual variable
remuneration awards are not capped for the wider
workforce. Aggregate variable remuneration is however
subject to affordability considerations. In exceptional
cases, retention related share awards may also be granted
to employees other than the Executive Directors.
Performance measures
The performance measures for the EIP are set out in the
Annual Report on Remuneration. These have been chosen
to align with Ninety One’s key financial and strategic
priorities. Targets will be set taking into account both
internal and external factors which may include internal
benchmarks, and economic and market conditions.
The committee expects to measure performance against
the financial and non-financial measures set out on the
following page. The committee shall retain discretion to
select the most appropriate measures at the start of a
performance period, to ensure these are aligned with
Ninety One’s short- and long-term objectives.
Ninety One Integrated Annual Report 2025
80
Financial/quantitative measures
Adjusted EPS
Adjusted EPS (as defined on page 160) is the primary
measure of Ninety One’s financial performance.
Our long-term objective is to grow adjusted earnings
consistently, recognising the potential significant
impact of market volatility on financial results.
Net flows
The achievement of net flows is a key driver of value. Our
long-term objective is to grow and diversify our asset and
client base by consistently generating positive net flows.
The torque ratio will be the primary metric to monitor
success.
Investment performance
As an active investment manager, investment
outperformance is critical to delivering value to our clients.
Our objective is to deliver investment outperformance in
the long run. As such, performance is measured over
multiple time periods, with higher weightings for longer
time periods.
Non-financial/qualitative measures
These would typically include the following:
ɽ Key employee retention and succession planning –
retention and development of senior leadership team;
ɽ stakeholder relationships and reputation – positive
stakeholder outcomes – whether it is clients,
employees, regulators and the communities in which
Ninety One operates;
ɽ commitment to sustainability – progress against
defined objectives under Ninety One’s sustainability
framework; and
ɽ strategic progress – progress relative to strategic
initiatives specifically identified from time to time by the
Board. This could include growth initiatives in respect of
new products, strategies or geographies.
Ongoing regulatory compliance
In the event that regulatory requirements change, the
committee has discretion to make such changes as are
necessary to the Policy in order to ensure continued
compliance, even if a revised policy has not been tabled for
approval by shareholders. Any such changes would be
included in the next Directors’ Remuneration Report.
Prior arrangements
The committee reserves the right to honour any award
commitments made to Executive Directors prior to the
approval of the Policy (including exercising any discretions
available to it in connection with such commitments),
notwithstanding that these are not in line with the Policy.
This includes awards granted in relation to periods prior to
the listing of Ninety One or prior to their appointment to
the Board.
Malus and clawback
Malus will apply to the unvested deferred element of any
award under the EIP. Clawback will apply to both the cash
element and the vested deferred element of any award
under the EIP. The applicable clawback periods are as
follows:
Applicable clawback period
Cash element of EIP award ɽ 3 years from payment date
Vested deferred element of
EIP award
ɽ 8 years from grant date for 50%
of the deferred element; and
ɽ 10 years from grant date for the
remaining 50%
The circumstances in which the committee may consider
the application of malus and/or clawback are set out in
theEIP rules and can be summarised as follows:
ɽ A material misstatement of financial results;
ɽ an error in the assessment or calculation of award
outcomes, or such calculations being performed using
inaccurate or misleading information;
ɽ misbehaviour or material error committed;
ɽ failure to meet appropriate standards of conduct;
ɽ material risk management failures; and
ɽ exceptional events materially impacting the value or
reputation of Ninety One.
Exercise of discretion
The committee may exercise discretion under the terms of
the EIP, in addition to the discretions referred to elsewhere
in the Policy, in a number of key areas as follows:
ɽ The committee has an overriding discretion to consider
performance holistically and adjust formulaic
outcomes to ensure that final remuneration awards
are aligned with the sustainable performance of
Ninety One and our purpose to deliver value over the
long term;
ɽ the committee also has discretion to adjust
performance conditions if anything happens that
causes it reasonably to consider that the amended
condition would be a fairer measure of performance;
ɽ the committee may adjust the timing of vesting, for
example it may delay vesting during a disciplinary
review or accelerate vesting in exceptional
circumstances; and
ɽ the committee has standard discretions relating to
share awards, including discretion to adjust awards on
a variation in share capital or settle awards in cash in
exceptional circumstances.
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81
Directors’ Remuneration Policy
Remuneration scenario charts
The following charts illustrate the potential range of remuneration outcomes for each of the Executive Directors under the
Policy. The following scenarios are presented:
Fixed remuneration Variable remuneration
Deferral of variable
remuneration
Below threshold
Total fixed remuneration for
the financial year, consisting
of base salary plus benefits.
Nil
Threshold Value of single incentive awarded
if threshold performance is
achieved, which is 25% of
the maximum opportunity.
Typically 50% of any single
incentive will be deferred into
Ninety One plc shares. The
committee will have discretion
to reduce the deferral below
50%, but no less than 25%,
provided that the executive
exceeds his or her minimum
shareholding requirement.
The amount not deferred into
shares will be paid in cash. For
the purposes of the scenarios
below, a 50% deferral rate is
assumed.
Target Value of single incentive awarded
if on-target performance is
achieved, which is 50% of
the maximum opportunity.
Stretch Value of single incentive awarded
if stretch performance is
achieved, which is 100% of
the maximum opportunity.
0 1m 2m 3m 4m 5m 6m
Below threshold
Threshold
Target
Stretch
£
100% £666,000
£1,998,000
£3,330,000
£5,994,000
33.3% 33.3% 33.3%
20% 40% 40%
44.4% 44.4%11.1%
Chief Executive Officer
0 1m 2m 3m 4m 5m
6m
100% £533,000
£1,599,000
£2,665,000
£4,797,000
33.3%
33.3%
33.3%
20% 40% 40%
44.4% 44.4%11.1%
Finance Director
Below threshold
Threshold
Target
Stretch
£
Fixed Variable – cash element Variable – deferred element
These scenarios do not assume any share price growth between the dates of award and vesting. A 50% increase in share
price between these dates would increase the value of the deferred variable remuneration in the stretch scenarios, such
that total remuneration would be £7.3 million for the Chief Executive Officer and £5.9 million for the Finance Director. A 50%
decrease in share price between these dates would decrease the value of the deferred variable remuneration in the stretch
scenarios, such that total remuneration would be £4.7 million for the Chief Executive Officer and £3.7 million for the
Finance Director.
Ninety One Integrated Annual Report 2025
82
Approach to recruitment remuneration
Remuneration for new Executive Directors will be
consistent with the Policy, including maximum variable
remuneration opportunities. In setting fixed remuneration
levels, the committee will consider the size and scope of
the role, the skills and experience of a candidate, and their
existing levels of fixed remuneration.
Where applicable, awards may be granted to replace
awards or amounts forfeited from a previous employer. In
such cases, the committee retains the discretion to grant
awards on a comparable basis to the forfeited award(s),
considering the time horizons and performance conditions
that applied. For internal candidates, unvested deferred
awards granted in respect of the prior role would continue
to vest as per the original terms. These may be adjusted at
the discretion of the committee.
Although the intention would be to offer any new Executive
Director benefits as set out in the policy table on page 78,
the committee reserves the discretion to offer any new
Executive Director additional benefits such as to cover
relocation expenses in order to facilitate their appointment.
To facilitate any buyout awards outlined above, the
committee may grant awards to a new Executive Director,
relying on the exemption in the applicable Listing Rules,
which allows for the grant of awards (including under any
other appropriate Ninety One incentive plan) to facilitate, in
unusual circumstances, the recruitment of any new Executive
Director, without seeking prior shareholder approval.
The fees payable to a new Chairman or Non-Executive
Director would be in accordance with the Policy.
Service contracts and letters of appointment
The Executive Directors are the only Directors with service
contracts, which set out their terms and conditions of
employment. These contracts are terminable by either
party on six months’ written notice and do not have an
expiry date. Service contracts include a provision for a
termination payment in lieu of notice (see further details
below). The terms set out in the service contracts for
thecurrent Executive Directors do not provide for any
payments that are not in line with the Policy. Service
contracts for new Executive Directors will be consistent
with the Policy, including notice periods and payments
inlieu of notice. The service contracts are available for
inspection on request at Ninety One’s offices.
Non-Executive Directors have not entered into service
contracts with Ninety One. They are appointed under a letter
of appointment under which their appointment is terminable
by either party on three months’ written notice, except
where the Director is not reappointed by shareholders, in
which case termination is with immediate effect. There are
no obligations within the Non-Executive Directors’ letters
of appointment that could give rise to remuneration
payments on termination or payments for loss of office.
Policy on payments for loss of office
In the event of the termination of an Executive Director’s
employment, any payments will be determined in accordance
with the Policy and will be in line with the relevant Executive
Director’s service contract and the rules of any relevant
incentive plans. The table below sets out a summary of
Ninety One’s policy in relation to payments for loss of office.
Element Policy
Notice period Ninety One will have the ability to make a payment in lieu of notice equal to base salary only for any unexpired portion
of the notice period. Ninety One may also reserve the right to place the Executive Directors on garden leave during the
notice period. However, neither notice nor a payment in lieu of notice will be given in the event of gross misconduct or
gross negligence.
EIP awards Good leavers
1
who depart during a performance period, or after a performance period but prior to the grant of any
awards, may receive awards at the committee’s discretion, taking into account relevant factors including, but not limited
to, the Executive Director’s length of service and the circumstances of departure. In granting any awards in respect of
uncompleted performance periods, the committee will consider the Executive Director’s performance in the financial
year of departure in addition to their contribution towards long-term goals on such reasonable basis as it decides taking
into account performance to departure and, if it so decides, expected future performance, and any awards granted
would be pro-rated. In the financial year of departure, any awards granted shall not exceed the maximum variable
remuneration opportunity under the Policy. Those awards would normally be deferred per the normal vesting schedule,
although the committee retains discretion to accelerate the vesting schedule in exceptional circumstances. Any such
award would be subject to the normal malus and clawback provisions.
A good leaver holding awards would normally be entitled to retain their deferred awards, subject to the original terms
(including deferral and holding periods, and malus and clawback). The committee retains the discretion to accelerate
thevesting of unvested deferred awards in exceptional circumstances.
Unvested deferred awards for bad leavers will lapse in full.
Ninety One SIP Leaver treatment will be determined in accordance with HMRC-approved provisions.
Other The committee may make other limited payments in connection with a Director’s cessation of office or employment
including, but not limited to, paying any fees for outplacement assistance and/or the Director’s legal and/or professional
advice fees in connection with their cessation of office or employment, where the payments are made in good faith in
discharge of an existing legal obligation (or by way of damages for breach of such an obligation), or by way of settlement
of any claim arising in connection with the cessation of a Director’s office or employment.
1. Good leavers are individuals who are either not terminated for cause, or who do not leave to join a direct competitor of Ninety One.
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83
Directors’ Remuneration Policy
Change of control
On a change of control (for example, a takeover by
anacquiring company), awards will vest or participants
maybe allowed or required to exchange their awards for
equivalent awards over shares in the acquiring company.
Where awards vest on a change of control, the extent
ofvesting will be subject to the committee’s discretion.
Ifachange of control is due to occur during a performance
period or after a performance period but prior to the grant
of any awards, then the committee may measure
performance early on such reasonable basis as it decides,
taking into account performance to date and, if it so
decides, expected future performance, and pro-rated
awards will then be granted in respect of each performance
period, conditional on the change of control occurring.
Inthe case of any performance period where the short-term
performance targets have not yet been set, the short-term
performance targets of the most recent financial year for
which such targets have been set will be used for that
performance period.
Consideration of shareholder views
In formulating the Policy, the committee engaged widely,
taking into account corporate governance rules and
guidelines, market data and specialist advice. The
committee also regularly engages with Ninety One’s
largestshareholders to seek feedback on the operation
ofthe Policy and executive remuneration in general.
Wealso welcome feedback from all shareholders at any
time. The Policy incorporates shareholder views and is
anappropriate and effective incentivisation arrangement
for Ninety One’s Executive Directors in these unique
circumstances.
Consideration of wider remuneration
arrangements at Ninety One
When formulating the Policy, the committee was mindful
ofthe Ninety One remuneration policy that applies to the
wider workforce. Although employees were not directly
consulted in the development of the Policy, our designated
Non-Executive Director responsible for gathering workforce
feedback, alongside the Workforce Engagement Forum,
engaged directly with employees in the UK with respect
tokey issues relating to the business and reported the
findings and relevant feedback to the Board. Both of these
policies align with our culture and reflect our pursuit of
excellence and commitment to organic business building.
Please see page 80 for a description of how remuneration
for the Executive Directors aligns with Ninety One’s wider
workforce remuneration. By specifically using a single
incentive model for the Executive Directors’ variable
remuneration under the EIP, the Policy ensures that all
employees, including the Executive Directors, are
incentivised in a similar way. The Policy contains some
differences to the wider workforce policy, notably that
Executive Director variable remuneration opportunities are
capped and determined in a formulaic manner, subject to
committee discretion. All discretionary variable remuneration
awards, including those for the Executive Directors, are
funded from the same variable remuneration pool.
Since inception in 1991, Ninety One has been built upon a
foundation of entrepreneurship, and it continues to operate
with this founder/owner mindset. On listing, Ninety One
introduced new employee share schemes to enable the
deferral of variable remuneration into Ninety One shares.
Ninety One also introduced an HMRC-approved SIP, which
allows UK staff to purchase shares in Ninety One, in a
potentially tax advantaged way. Through these employee
share schemes and the participation of senior leadership
in the Marathon Trust, people who work for the firm
collectively own more than 32% of Ninety One.
Non-Executive Directors – policy table
Element Policy
Fees Non-Executive Directors’ fees are industry competitive and reflect the skills, experience and time required to undertake their
roles. The fees cover the dual roles that the directors perform in relation to Ninety One plc and Ninety One Limited. Fees for
theChairman are determined by the committee, while fees for other Non-Executive Directors are determined by the Board.
Non-Executive Directors do not participate in the determination of their own fees. Fees are paid in cash and reviewed annually.
Non-Executive Directors receive a basic annual fee. Other than for the Chairman (whose fees are all-inclusive), fees are
also payable for additional responsibilities, including to the Senior Independent Director, and for serving as a chairperson
ormember of major board sub-committees.
Remuneration for Non-Executive Directors will not exceed £5 million per annum in aggregate or such higher amount as may
bedetermined by an ordinary resolution of Ninety One.
Benefits
and Other
Non-Executive Directors are entitled to be reimbursed for all reasonable expenses properly incurred in the performance of
their duties (including any tax thereon) and to be provided with cover under Ninety One’s directors’ indemnity insurance.
The Non-Executive Directors are not entitled to receive any other benefits, bonuses or share awards.
Ninety One Integrated Annual Report 2025
84
Annual Report on Remuneration
This section of the Directors’ Remuneration Report sets out the remuneration paid to the Executive Directors and Non-
Executive Directors of Ninety One in respect of the financial year 2025.
Sections that are subject to audit are indicated as such.
Single figure of remuneration (audited)
The table below sets out the total remuneration received by the Directors in respect of the financial year 2025, as well as the
financial year 2024 (in £’000).
EIP single incentive
2025
Salary/
fees Benefits
Total fixed
remuneration
Formulaic
outcome
Discretionary
adjustment
Cash
award
1
Deferred
award
2
Total variable
remuneration
Total
remuneration
Executive Directors
Hendrik du Toit 648 18 666 2,285 — 457 1,828 2,285 2,951
Kim McFarland 518 15 533 1,829 — 1,372 457 1,829 2,362
Total 1,166 33 1,199 4,114 — 1,829 2,285 4,114 5,313
Non-Executive Directors
Gareth Penny 200 — 200 — — — — — 200
Colin Keogh 120 — 120 — — — — — 120
Idoya Basterrechea
Aranda 90 — 90 — — — — — 90
Victoria Cochrane 95 — 95 — — — — — 95
Busisiwe Mabuza 105 — 105 — — — — — 105
Khumo Shuenyane 80 — 80 — — — — — 80
Total 690 — 690 — — — — — 690
EIP single incentive
2024
Salary/
fees Benefits
Total fixed
remuneration
Formulaic
outcome
Discretionary
adjustment
Cash
award
3
Deferred
award
4
Total variable
remuneration
Total
remuneration
Executive Directors
Hendrik du Toit 651 15 666 1,618 300 959 959 1,918 2,584
Kim McFarland 520 13 533 1,295 240 768 767 1,535 2,068
Total 1,171 28 1,199 2,913 540 1,727 1,726 3,453 4,652
Non-Executive Directors
Gareth Penny 200 — 200 — — — — — 200
Colin Keogh 120 — 120 — — — — — 120
Idoya Basterrechea
Aranda 90 — 90 — — — — — 90
Victoria Cochrane 95 — 95 — — — — — 95
Busisiwe Mabuza 105 — 105 — — — — — 105
Khumo Shuenyane 80 — 80 — — — — — 80
Total 690 — 690 — — — — — 690
Notes to the table (audited)
Fixed remuneration
No changes were made to fixed remuneration for the financial year 2025.
Pension
The Executive Directors are not entitled to any pension benefits.
Benefits
For the financial year 2025, benefits for the Executive Directors included private medical insurance, disability insurance and
life cover, which are the benefits generally offered to Ninety One employees. These benefits are funded by sacrificing a
portion of their fixed remuneration.
1. The cash EIP award in respect of the financial year 2025.
2. The deferred EIP award in respect of the financial year 2025, which is subject to ongoing service conditions only.
3. The cash EIP award in respect of the financial year 2024.
4. The deferred EIP award in respect of the financial year 2024. The face value of the deferred EIP award set out above was determined using an average share
price of £1.623182 per Ninety One plc share over the period 6 June to 3 July 2024. This equated to awards of 590,839 and 472,849 shares to Hendrik du Toit and
Kim McFarland, respectively. These awards are subject to ongoing service conditions only.
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85
Directors’ Remuneration Report – Annual Report on Remuneration
EIP
The graphic below illustrates the operation of the EIP for awards granted from the financial year 2025:
Adjusted EPS
Investment
performance
Net flows
Adjusted EPS
Investment
performance
Net flows
Adjusted EPS
Investment
performance
Net flows
Annual financial
performance
– above measures
Annual
non-financial
performance
Lifespan of a single award extends over eight years
Maximum
award 800%
of fixed
remuneration
50%
cash
50%
deferred
over
3 years
50%
released
50%
released
Y1
Y4 Y5 Y6 Y7 Y8
Y2 Y3
55%
20%25%
Short- and
long-term
targets are
measured
to determine
the value of
the award
Normally, up
to 50% of the
award is paid
in cash (or up
to 75% if
minimum
shareholding
requirement is
exceeded)
Deferred element of the award would be delivered as
forfeitable shares deferred for a period of three years
A further two-year holding period would apply with
shares being released 50% at the end of years seven
and eight respectively
Long-term element measured on trailing
basis over the three years up to and
including the performance year
Short-term element measured annually
at the end of the performance year
Awards under the EIP in respect of the financial year 2025 (audited)
The following section sets out the EIP targets and measures and the committee’s assessment of outcomes for the financial
year 2025. The EIP for the financial year 2025 operated in line with the Policy.
Financial performance – three years
Measure Weighting
Threshold
(25%)
Target
(50%)
Stretch
(100%)
Actual
performance
Outcome
as % of the
maximum
award
opportunity
Real average annual growth in adjusted EPS
1
36.6% 2.0% 4.0% 6.0% -12.1% 0.0%
Investment performance
2
9.2% 50.0% 62.5% 75.0% 64.1% 5.2%
Net flows
3
9.2% 1.0% 2.5% 4.0% -6.2% 0.0%
55.0%
Financial performance – one year
Measure Weighting
Threshold
(25%)
Target
(50%)
Stretch
(100%)
Actual
performance
Outcome
as % of the
maximum
award
opportunity
Adjusted EPS
1
13.4% 12.7p 14.3p 15.9p 15.5p 11.6%
Investment performance
2
3.3% 50.0% 62.5% 75.0% 67.7% 2.3%
Net flows
3
3.3% 1.0% 2.5% 4.0% -3.9% 0.0%
20.0%
1. Adjusted EPS is the primary measure of Ninety One’s financial performance. Our long-term objective is to grow adjusted earnings consistently, recognising the
potential significant impact of market volatility on financial results. Measured as per the definition of adjusted EPS on page 160. Growth in adjusted EPS will be
measured on a real basis for targets set under the 2020 Policy and on a nominal basis for targets set under the current Policy. Where applicable, real growth will
bedetermined using UK CPI.
2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is to deliver investment outperformance in
thelong run. As such, performance is measured over multiple time periods, with higher weightings for longer time periods. Measured as the proportion of firm-wide
AUM outperforming basic benchmarks on an asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years.
3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and client base by consistently generating positive
netflows. The torque ratio will be the metric used to measure success.
Ninety One Integrated Annual Report 2025
86
Non-financial performance – holistic assessment of performance over one year
Measure Weighting
What does stretch
performance
look like?
Assessment
Summary of achievements
Key employee
retention and
succession
planning
Global staff
turnover
25%
Acceptably low
turnover relative to
historic trends, and
stability in key
investment and
client roles.
Global employee turnover was 8.7% for financial year
2025 (2024: 10.0%). Voluntary employee turnover was
7.0% for financial year 2025, which is in line with the
5-year average of 7.1%. This reflects our ability to
maintain workforce stability and retain key employees,
especially in key investment and client roles. This was
especially commendable given the challenging
operating environment.
Senior global
leadership
team turnover
Very low turnover
and carefully
managed transition
plans where there
is turnover.
There was one unexpected resignation within the
senior leadership group during the financial year 2025,
which was smoothly managed with minimal disruption
to clients.
Talent and
work
environment
Committee
judgment based on
observations of the
work environment
over the course of
the performance
period, in particular
recognising any
progress made in
relation to evolving
diversity and
inclusion.
Senior leadership maintained a high level of accessibility
and engagement throughout the year, actively
participating in global staff updates, leadership offsites
and workshops. This reinforced our open culture and
ensured strategic alignment. Workforce engagement
feedback indicated that employees feel valued,
supported, and have a clear understanding of the firm’s
purpose and strategy.
We met our Women in Finance Charter target, achieving
36% female representation in senior roles. In South
Africa, we retained our Level 1 Contributor status under
the B-BBEE scorecard, with improvements in skills
development and enterprise and supplier development
initiatives.
Our employee-led groups – Ninety One Inspire,
Ninety One Active, Ninety One Proud, Ninety One Social,
Ninety One Green, and the Ninety One Community Fund
– continued to thrive, contributing to an inclusive
workplace culture.
Succession
planning
Committee
judgment based on
observations of the
next generation
talent and Board
discussions around
succession
planning.
Succession planning remained a strategic priority, with
regular reviews of leadership pipelines and long-term
talent needs. Leaders identified potential gaps and
implemented development paths ensuring readiness
forfuture leadership roles. An offsite, which specifically
focused on intergenerational readiness, took place over
the financial year.
Targeted external hiring was undertaken to complement
internal development efforts, focusing on roles critical to
evolving client needs and business strategy.
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87
Directors’ Remuneration Report – Annual Report on Remuneration
Non-financial performance – holistic assessment of performance over one year
Measure Weighting
What does stretch
performance
look like?
Assessment
Summary of achievements
Relationships
and
reputation
Annual
Human
Capital led
culture and
values
initiatives
25%
25%
Rollout of
multi-faceted
employee
engagements,
with significant
participation by
the Executive
Directors and the
senior leadership
group.
The Executive Directors maintained strong visibility
through regular firm-wide communications, townhalls
and in-person engagements. Talent density and
intergenerational readiness remained key priorities,
withstructured talent reviews and leadership transitions
supporting long-term succession and our focus on
excellence.
Selective external hires were made to strengthen
futureleadership capability and position the business
forlong-term growth.
Reputational
and
regulatory
issues
Healthy and
constructive
relationships with
regulators globally.
Routine audits/
investigations
concluded without
any material issues
being raised.
Appropriate
mitigation
responses put in
place to any
matters raised.
Our relationships with regulators around the globe
remain healthy and constructive. Several regulators
conducted routine audits and/or inspections during
the past year. Any regulatory issues raised received
attention from senior leadership and the firm’s various
risk management functions. Any remediation work
was either completed or is in process.
The most significant matters considered by the Audit
and Risk Committee over the year were a number of risk
events. The Audit and Risk Committee has assessed the
mitigation responses to these events and was satisfied
that they have been well-managed.
There are no material outstanding issues to be resolved
as a result of internal audit procedures completed during
the year.
Commitment
to
sustainability
The progress
against
objectives
identified by
the Board
from time to
time under
Ninety One’s
sustainability
framework
Committee
judgment based
on interactions
and observations
(including
comparisons with
industry peers),
combined with
specific progress
objectives.
We improved our sustainability reporting, particularly
inpreparation for including nature-related disclosures.
Our climate strategy resolution received high levels
ofshareholder approval at the 2024 AGM, indicating
positive shareholder satisfaction with our climate
reporting approach and our focus on financially material
sustainability factors.
We made significant progress on expanding our
sustainability product offerings:
ɽ EM Transition Debt was successfully launched in
April2024 and closed the year with over US dollar
450 million in assets;
ɽ Africa Credit Opportunities reached first close during
the period with US dollar 260 million; and
ɽ EAAIF conducted a debt raise of US dollar 294 million.
These products successfully moved from concept to
raising nearly US dollar 1 billion in combined assets.
Wealso achieved SDR Impact labels for Global Strategic
Equity and Global Environment, recognising the
measurable impact of these strategies on sustainability
outcomes.
Our effort and engagement with investee companies
continued. We made good progress towards achieving
our 2030 emissions transition target. As at year-end for
financial year 2025, this stood at 17.4% (2023: 8.5%).
Weremain on track to achieve our 2030 AUM target.
Asat financial year end 2025, the proportion stood at
36.1% (2023: 26%; 2019: 8%). Our Scope 1 and 2 data
shows we are on the right trajectory to hit the SBTi
aligned targets for 2030.
This was another year of significant advocacy work and
engagement with press, industry and clients. We have
established ourselves as a key voice on a just and
inclusive transition, especially in emerging markets.
Ninety One Integrated Annual Report 2025
88
Non-financial performance – holistic assessment of performance over one year
Measure Weighting
What does stretch
performance
look like?
Assessment
Summary of achievements
Strategic
progress
The progress
against
strategic
initiatives
specifically
identified by
the Board
from time to
time
25%
Strong strategic
execution, with
current product
offering remaining
client relevant and
diverse across
asset classes and
investment styles.
Our product offering is regularly reviewed and adapted
to ensure client relevance. It continues to meet the
market opportunity and the needs of our clients asset
classes and investment styles. In the first half of the year
certain asset classes, especially Emerging Markets,
remained out of favour with investors generally.
However, market dynamics improved in the second half,
with a pick up in client allocations to our product offering.
Ensuring that the
firm is well-
positioned to
capture new
growth through
the development
of the right
products and
strategies for
future client
demand.
Our current product offering remains diversified across
asset classes, geographies, and investment styles to suit
varying client needs. It is also well-positioned for future
client demand and growth. We have a track record of
evolving our offering across asset classes to meet future
client demand.
A continued focus this year was amending and evolving
those strategies that no longer reflect client demand.
Additionally, our offerings have been expanded through
the development and launching of new vehicles in
Canada, and infrastructure credit solutions. These
offerings provide clients with new avenues for
diversification that cater to their distinct investment goals.
We are particularly excited by the focus on our specialist
credit business and building this into a significant part of
Ninety One’s product suite.
Significant client
activity in the
professionally
intermediated
channels globally.
We recognise that client relationships are built on more
than investment performance. They require meaningful
partnership, transparency and ongoing engagement.
Throughout the year, the intensity of client engagement
has remained strong across different client types and
regionally. With teams and offices located around the
world, we are better positioned to serve our clients where
they are. Despite a more challenging first half to the year,
there was a return to positive net flows in the second half
with particular strength in the SA investor platform
business, the SA Advisor business and in Asia Institutional.
Strategic ReportGovernanceFinancial StatementsAdditional Information
89
Directors’ Remuneration Report – Annual Report on Remuneration
Non-financial performance – holistic assessment of performance over one year
Measure Weighting
What does stretch
performance
look like?
Assessment
Summary of achievements
Strategic
progress
(continued)
25%
Standout and
impactful delivery
by the global
sustainability
team over the
performance
period, ensuring
that sustainability
is embedded
throughout the
business, including
the investment
processes, client
engagements,
Ninety One’s
workplaces and
community
initiatives.
Continually invest
in our people
and build an
intergenerational
business.
We have maintained our sustainability commitment
despite challenging market conditions, demonstrating
leadership compared to peers. Notable highlights
included steady progress against our emissions
transition and AUM targets, progress in reducing the
carbon footprint of our workplaces, and strong progress
around our sustainability advocacy work.
Our Ninety One For Tomorrow CSI initiatives focus on
the communities where we operate and include projects
in education (e.g. Changeblazers and RedSTART),
conservation (e.g. Tusk and the Earthshot/Ninety One
Accelerator) and community development (e.g. Songo,
WitsH2O and the Bulungula Incubator).
To support the retention of high-potential individuals,
we offered structured long-term incentive plans and
development opportunities, including leadership roles,
coaching, and strategic project exposure. These
initiatives reflect our commitment to building enduring
careers at Ninety One and ensuring that our people have
the opportunity to thrive while contributing meaningfully
to the firm’s success.
Outcome for non-financial element 95.0%
Total formulaic EIP outcome 42.9%
Committee discretionary adjustment factor 0.0%
Final EIP outcome 42.9%
Explanation of final awards
Under the Policy, the committee retains discretion to consider performance holistically and adjust formulaic outcomes to
ensure that the final EIP awards are aligned with the sustainable performance of Ninety One and our purpose to deliver value
over the long term.
In determining the level of awards under the EIP, the committee gave careful consideration to the formulaic outcome,
focusing in particular on whether this was appropriate, and a fair reflection of the underlying performance of the business.
In this regard, the committee took into account the following:
ɽ The actual performance and the context in which this was achieved;
ɽ the relative performance of Ninety One’s peers; and
ɽ the shareholder, client and wider workforce experience over the period with particular reference to the remuneration
outcomes of other senior leaders in the business.
Notwithstanding the net outflows for the year and the marginally reduced earnings for financial year 2025, the committee
acknowledged that the Executive Directors had performed strongly in executing on their strategic priorities, retaining
and developing key talent, and improving the overall business performance in the second half of the year in a market
environment that continued to be challenging. Furthermore, the announcement of the Sanlam transaction was a bold move
in South Africa which progressed well (with completion expected during financial year 2026). As a result, the committee
concluded that the formulaic outcome provided a fair reflection of performance achieved and granted awards on this basis.
The EIP awards were therefore £2,285,385 for Hendrik du Toit and £1,828,994 for Kim McFarland. Recognising the
significant shareholder alignment that already exists by virtue of the Executive Directors’ shareholdings which materially
exceed the minimum requirements, the committee determined that 25% of these awards would be deferred into shares in
Ninety One plc. For this year, Hendrik du Toit has voluntarily elected to increase the deferred element of his award to 80%.
The remainder of the awards were paid in cash. The deferred elements of the EIP awards will be granted after the
announcement of the financial year 2025 results, and will be subject to vesting and mandatory retention periods as
prescribed under the Policy.
Ninety One Integrated Annual Report 2025
90
Statement of Directors’ shareholdings and share interests (audited)
Breakdown of share interests
The Directors and their associates/connected persons owned ordinary shares and held share scheme interests in
Ninety One plc and Ninety One Limited ordinary shares as at 31 March 2025 per the table below.
The legacy share scheme interests listed below were granted to Hendrik du Toit and Kim McFarland in their capacity
asExecutive Directors of Investec. These awards are conditional on continued service with Ninety One.
The EIP awards in respect of the financial year 2025 will be granted after financial year-end.
As at 31 March 2025 As at 31 March 2024
Shares owned outright
Legacy Investec
share scheme
interests
3
Ninety One
share scheme
interests
Total share scheme interests
andshares owned outright
4
Total share scheme interests
andshares owned outright
Ninety One
plc
Ninety One
Limited Ninety One plc
Ninety One
plc
Ninety One
plc
Ninety One
Limited
Ninety One
plc
Ninety One
Limited
Hendrik du Toit 1,351,914 316,772 151,215 2,525,259 4,028,388 316,772 3,437,259 316,772
Kim McFarland 581,918 6,575 92,462 2,020,965 2,695,345 6,575 2,571,630 6,575
Colin Keogh 41,784 — — — 41,784 — 41,784 —
Victoria Cochrane 19,681 — — — 19,681 — 19,681 —
Khumo Shuenyane 12,684 — — — 12,684 — 12,684 —
Forty Two Point Two
2
208,134,286 46,867,999 — — 208,134,286 46,867,999 202,519,218 49,598,067
Total
1
210,142,267 47,191,346 243,677 4,546,224 214,932,168 47,191,346 208,602,256 49,921,414
Notes to the table
1. No other Directors held any interests in Ninety One shares as at 31 March 2025.
2. Forty Two Point Two is a company wholly-owned by the Marathon Trust, both of which are associates/connected persons of Hendrik du Toit
and Kim McFarland. The Marathon Trust is a long-term share ownership vehicle that was established to enable key employees of Ninety One,
including Hendrik du Toit and Kim McFarland, to collectively participate in an indirect equity shareholding in Ninety One. Participatory interests
in the Marathon Trust are not interests in an employee share scheme. Forty Two Point Two’s acquisition of its shareholding in Ninety One has
been, and future share acquisitions are expected to be, funded by personal capital provided by the participants in the Marathon Trust and/or
third-party debt-funding assumed by Forty Two Point Two. A portion of the Ninety One shares held by Forty Two Point Two are pledged in terms
of the third party debt-funding arrangements. Voting rights in relation to the shares pledged remain with Forty Two Point Two. At 31 March 2025,
the Executive Directors’ Marathon participations equated to an indirect equity shareholding of 3.18% in the case of Hendrik du Toit and 2.02%
for Kim McFarland.
3. Details of the legacy Investec share scheme interests at 31 March 2025 are as follows:
Share scheme Details
Investec 2019 LTI These awards vest equally over a period of five years and are subject to a 12-month retention period
after each vesting date. These awards are not subject to any further performance conditions.
Ninety One plc shares
Vesting date Vesting % Hendrik du Toit Kim McFarland
Tranche 1 – 29 May 2022 20% Already vested
Tranche 2 – 29 May 2023 20% Already vested
Tranche 3 – 06 June 2024 20% Already vested
Tranche 4 – 06 June 2025 20% 35,680 14,278
Tranche 5 – 06 June 2026 20% 35,679 14,275
Investec 2020 LTI These awards vest equally over a period of five years and are subject to a 12-month retention period
after each vesting date. These awards are not subject to any further performance conditions.
Ninety One plc shares
Vesting date Vesting % Hendrik du Toit Kim McFarland
Tranche 1 – 05 June 2023 20% Already vested
Tranche 2 – 06 June 2024 20% Already vested
Tranche 3 – 06 June 2025 20% 26,617 21,302
Tranche 4 – 06 June 2026 20% 26,617 21,302
Tranche 5 – 06 June 2027 20% 26,622 21,305
4. There were no movements in the share interests of the Directors or their associates/connected persons between 31 March and 30 May 2025 (being the last
practicable date prior to the finalisation of this report).
Strategic ReportGovernanceFinancial StatementsAdditional Information
91
Directors’ Remuneration Report – Annual Report on Remuneration
Shareholding guidelines (audited)
To ensure the alignment of the financial interests of Executive Directors with those of shareholders, the Executive Directors
are required to maintain an interest in Ninety One shares. This requirement is equivalent to 1,000% of fixed remuneration for
the Chief Executive Officer and 800% of fixed remuneration for the Finance Director. Each of the Executive Directors
materially exceeds this requirement.
The Chief Executive Officer will be required to maintain a minimum interest in shares in Ninety One equivalent to 500% of
fixed remuneration for a period of two years after the termination of his employment. The Finance Director will be required to
maintain a minimum interest in shares in Ninety One equivalent to 400% of fixed remuneration for a period of two years after
the termination of her employment. Participations in the Marathon Trust will count towards this requirement.
Payments to past Directors (audited)
There were no payments to past Directors in the financial year 2025.
Payments for loss of office (audited)
There were no payments to Directors for loss of office in the financial year 2025.
Total shareholder return (“TSR”) performance
The graph below shows Ninety One’s TSR performance from admission to 31 March 2025 relative to the TSR performance
of the FTSE 250 excluding Investment Trusts. This index has been chosen because it is a broad equity market index, and
Ninety One is a constituent of this index.
Ninety One FTSE 250 (exc. Investment Trusts)
80
100
120
140
160
180
200
Total shareholder return performance (monthly)
TSR index
March
2020
Jun
2020
Sep
2020
Dec
2020
March
2021
Jun
2021
Sep
2021
Dec
2021
March
2022
Jun
2022
Sep
2022
Dec
2022
March
2023
Jun
2023
Sep
2023
Dec
2023
March
2024
March
2025
Jun
2024
Sep
2024
Dec
2024
Chief Executive Officer historic remuneration
The following table sets out Hendrik du Toit’s total remuneration since 1 March 2020.
2020
1
2021 2022 2023 2024 2025
Total single figure (£’000) 555 4,866 5,408 3,223 2,584 2,951
EIP awards (% of the maximum) N/A 79% 89% 48% 36% 43%
1. Remuneration awarded in respect of the Chief Executive Officer’s service to Ninety One between 1 March and 31 March 2020. The EIP applied for the first time in
respect of financial year 2021. For the financial year 2020, the committee decided to make a one-off variable remuneration award to the Chief Executive Officer,
payable in cash, in recognition of his material time and effort devoted to the Ninety One business in addition to his commitments as an executive director of Investec.
Ninety One Integrated Annual Report 2025
92
Percentage change in Directors’ remuneration
The following table sets out the percentage change in fixed remuneration and variable remuneration for the past three
performance years. This is presented separately for each Director, together with the average percentage change for other
group employees. UK regulations require the following disclosures to be made for Ninety One plc. However, as Ninety One
plc has no employees, the disclosure is instead presented for employees of the Ninety One plc group. As the Directors
held office for only a short part of financial year 2020, the committee concluded that a like-for-like comparison of the
percentage change in their remuneration relative to the average change in the remuneration of employees was not
possible. As such, no comparison is presented for financial year 2021 relative to financial year 2020.
2025 2024 2023 2022
Fixed
1&3
Variable
3
Fixed Variable Fixed Variable Fixed Variable
Executive Directors
Hendrik du Toit 0% 19% 0% -25% 0% -46% 0% 13%
Kim McFarland 0% 19% 0% -25% 0% -46% 0% 13%
Non-Executive Directors
Gareth Penny 0% N/A 0% N/A 14% N/A 0% N/A
Colin Keogh 0% N/A 0% N/A 0% N/A 0% N/A
Idoya Basterrechea Aranda 0% N/A -10% N/A 0% N/A 0% N/A
Victoria Cochrane 0% N/A 0% N/A 0% N/A 0% N/A
Busisiwe Mabuza
2
0% N/A 0% N/A 2% N/A 8% N/A
Khumo Shuenyane
2
0% N/A 14% N/A 49% N/A N/A N/A
Employees of Ninety One 4% 7% 5% 0% 5% -9% 8% 24%
Relative importance of spend on pay
The following graphs illustrate Ninety One’s employee remuneration and dividends for 2025 and 2024.
0 50 100 150 200 250 300
Total employee remuneration (£’m)
2024
2025 260.5
251.5
0 50 100 150 200 250 300
Dividends (£’m)
4
2024
2025
111.7
109.4
1. The Executive Directors are entitled to the benefits generally offered to all Ninety One employees in the UK, but do not receive any pension benefits. The table above
presents a comparison of total fixed remuneration (inclusive of benefits) across the Ninety One plc group. We believe this presents the best comparison of salary and
benefit changes across this group.
2. The fixed increases included in the table above for Non-Executive Directors reflect the timing of their appointment to the Board and/or appointment to Board
committees.
3. Calculated as the average change in fixed and annualised variable remuneration for all employees of the Ninety One plc group who were included in the financial year
2025 annual compensation review.
4. Interim dividend paid and final dividend recommended.
Strategic ReportGovernanceFinancial StatementsAdditional Information
93
Chief Executive Officer pay ratio
The table below shows the ratio of the single total figure of remuneration for the Chief Executive Officer relative to the 25th,
50th and 75th percentile annual remuneration of full-time equivalent UK employees. These total remuneration percentiles
have been calculated based on fixed remuneration at 31 March 2025 and variable remuneration awarded in respect of the
financial year 2025. Where an identified employee was part-time or only employed for part of the year, their annual
remuneration figures have been converted to a full-time annual equivalent.
Financial year Option
25th
percentile
50th
percentile
75th
percentile
2025 A 27 : 1 18 : 1 11 : 1
2024 A 25 : 1 16 : 1 10 : 1
2023 A 33 : 1 21 : 1 12 : 1
2022 A 55 : 1 35 : 1 19 : 1
2021 A 53 : 1 35 : 1 20 : 1
2020
1
A 38 : 1 24 : 1 13 : 1
UK regulations require this disclosure, and provide three options in relation to the methodology used to calculate the ratio,
termed Options A, B and C. Ninety One has chosen to calculate the Chief Executive Officer pay ratio using Option A. This
method was chosen because it is statistically the most accurate and it should provide, as far as possible, a like-for-like
comparison between employee and Chief Executive Officer pay. This method entails calculating the total remuneration of all
UK employees, employed as at the end of the financial year 2025, to identify the total remuneration at the 25th, 50th and
75th percentiles. The total remuneration value for the employees at the 25th, 50th and 75th percentiles was £110,260,
£166,480 and £270,648 respectively, of which the salary component was £80,000, £115,000 and £140,000 respectively.
Ninety One has a group-wide remuneration policy which applies to all staff globally, including those in the UK. The Directors’
Remuneration Policy has been formulated using the same principles that underpin the group-wide remuneration policy. The
committee recognises that the Chief Executive Officer pay ratio will fluctuate from year to year due to the variety of factors
that will influence this ratio, specifically the fact that the Executive Directors will be measured exclusively on group-wide
performance. The committee therefore does not target a specific pay ratio but will consider trends in the movement of the
ratio over time.
The committee is satisfied that these outcomes are reflective of underlying individual performance and contributions and
therefore are consistent with Ninety One’s pay and reward policies.
Implementation of the Policy in the financial year 2026
Fixed remuneration
The Executive Directors’ fixed remuneration is unchanged for the financial year 2026. Fixed remuneration is inclusive of
benefits, which are funded by sacrificing a portion of fixed remuneration.
Fixed remuneration
as at 1 April 2025
Hendrik du Toit £666,000
Kim McFarland £533,000
EIP
In line with the Policy, the maximum opportunity for EIP awards to be granted to the Executive Directors for the financial year
2026 will be 800% of fixed remuneration. The EIP will reward the achievement of financial and non-financial targets
assessed over the one-year, and trailing three-year, period ending 31 March 2026.
Performance will be measured relative to threshold, target and stretch achievement levels for financial/quantitative and
non-financial/qualitative measures. Award outcomes as a percentage of the maximum award opportunity will be as follows:
ɽ threshold: 25%
ɽ target: 50%
ɽ stretch: 100%
Directors’ Remuneration Report – Annual Report on Remuneration
1. The Chief Executive Officer was appointed on 1 March 2020, one month before the end of the financial year 2020, meaning the Chief Executive Officer pay ratio
using actual remuneration outcomes for the financial year 2020 did not reflect a consistent comparison to the full-time equivalent total remuneration of UK employees.
The Chief Executive Officer pay ratio for 2020 therefore uses normalised remuneration for the Chief Executive Officer, assuming on-target performance levels.
Ninety One Integrated Annual Report 2025
94
For performance between the above levels, the award outcome will be determined on a straight-line basis.
The performance measures and weightings for the financial year 2026 are as follows:
Performance measure Weighting
Measurement
period
Financial/quantitative measures 75%
one and
three years
4
Adjusted EPS
1
50%
Investment performance
2
12.5%
Net flows
3
12.5%
Non-financial/qualitative measures
25% one year
Key employee retention and succession planning
Relationships and reputation
Commitment to sustainability
Strategic progress
Financial/quantitative targets
The committee devoted significant energy to identifying a range of performance and remuneration outcomes that would
ensure that the Executive Directors continue to be incentivised to deliver long-term value for shareholders. The committee
considered Ninety One’s historical performance together with the absolute and relative performance of Ninety One’s peers
over the long term. The committee believes the targets set in this way are sufficiently challenging.
Notwithstanding the targets set, the committee retains discretion under the Policy to apply its judgement when determining
final remuneration outcomes, to ensure that these are clearly linked to performance achieved and also reflect the
shareholder experience. Long-term performance will be measured relative to the following three financial/quantitative
targets for the financial year 2028.
Measure Threshold Target Stretch
Annual growth in adjusted EPS 2.0% p.a. 4.0% p.a. 6.0% p.a.
Investment performance 50.0% 62.5% 75.0%
Net flows 1.0% p.a. 2.5% p.a. 4.0% p.a.
The long-term financial/quantitative targets for the financial years 2027 and 2026 are included in our Integrated Annual
Reports for 2024 and 2023, respectively. Both of these reports, and the remuneration policy, are available on Ninety One’s
website, www.ninetyone.com.
The adjusted EPS and net flows targets for the short-term performance period ending 31 March 2026 are considered to be
commercially sensitive and are therefore not disclosed here. The investment performance targets for this period are as per
the table above. The committee will report on the relevant targets set and provide a description of the achievement levels
and outcomes against these measures in the Integrated Annual Report 2026.
1. Adjusted EPS is the primary measure of Ninety One’s financial performance. Our long-term objective is to grow adjusted earnings consistently, recognising the
potentially significant impact of market volatility on financial results. Measured as per the definition of adjusted EPS on page 160.
2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is to deliver investment outperformance in the
long run. As such, performance is measured over multiple time periods, with higher weightings for longer time periods. Measured as the proportion of firm-wide AUM
outperforming basic benchmarks on an asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years.
3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and client base by consistently generating positive net
flows. The torque ratio will be the metric used to measure success.
4. 75% of the award will be determined based on performance relative to financial/quantitative measures. This comprises 55% long-term performance (three years) and
20% short-term performance (one year).
Strategic ReportGovernanceFinancial StatementsAdditional Information
95
Non-financial/qualitative targets
The committee has set stretching objectives for the non-financial measures for the financial year 2026, all of which are
fundamental to the long-term success of Ninety One.
Measure Metric Why it is important
Key employee retention
and succession planning
The retention and continued development of the
senior global leadership team.
Ninety One is a people business at its core.
The stability of its leadership team has a direct
impact on the firm’s ability to attract and retain AUM.
Relationships and
reputation
The achievement of consistent relationship
outcomes and continued reputation and brand
strengthening.
The consistent quality of Ninety One’s relationships,
together with a culture of good conduct and risk
management, informs our brand and bolsters our
reputation, and is a source of competitive advantage.
Commitment to
sustainability
The progress against objectives identified by
the Board from time to time under Ninety One’s
sustainability framework.
From the start, Ninety One has been committed to
investing for a better tomorrow and sustainability is a
key part of our purpose as an active asset manager.
We are a long-term focused business, allocating
capital on a global basis to meet the future needs of
society. Our enduring commitment to sustainability
is a key differentiator.
Strategic progress The progress against strategic priorities
specifically identified by the Board from time
to time. This could include growth initiatives
in respect of new products, strategies or
geographies.
The achievement of strategic priorities will drive the
future growth of Ninety One.
Chairman and Non-Executive Director fees
The Non-Executive Directors’ annual fees have recently been reviewed to ensure that they remain competitive and in line
withthe market. Following this review, the committee identified that the all-inclusive Chairman fee was no longer competitive.
It has now been increased to bring it in line with the market. Small adjustments have also been made to the additional
committee chair and member fee, as set out in the table below:
2025
1
£
2026
2
£
Change
%
Chairman fee (all-inclusive) 200,000 250,000 25
Senior Independent Director fee (inclusive of the Non-Executive Director basic fee) 85,000 87,500 3
Non-Executive Director basic fee 70,000 72,000 3
Chairs of the DLC Audit and Risk and DLC Human Capital and Remuneration Committee
additional fee 25,000 26,000 4
Chairs of the DLC Nominations and Directors’ Affairs and DLC Sustainability, Social and
Ethics Committee additional fee 15,000 15,500 3
Committee member supplementary fee 10,000 10,500 5
Directors’ service contracts
The Executive Directors have entered into rolling service contracts with Ninety One. These contracts are terminable by
either party on six months’ written notice.
Non-Executive Directors have not entered into service contracts with Ninety One. They operate under a letter of
appointment under which their appointment can be terminated by either party on three months’ written notice, except
where the Director is not reappointed by shareholders, in which case termination is with immediate effect.
Directors’ Remuneration Report – Annual Report on Remuneration
1. Fees apply from 1 August 2024 – 31 July 2025.
2. Fees apply from 1 August 2025 – 31 July 2026.
Ninety One Integrated Annual Report 2025
96
The DLC Human Capital and Remuneration Committee
The committee’s terms of reference were reviewed and approved on 27 January 2025 and can be viewed on our website
at www.ninetyone.com.
The committee is responsible for determining and developing the Group’s policy for remuneration of the Chairman of the
Board and the Executive Directors. In determining such policies, the committee will have regard to the need to attract, retain
and motivate Directors of the quality required to run Ninety One successfully, in a way that promotes our strategy and
long-term success. It will also consider all factors including relevant legal and regulatory requirements that it deems
necessary. This includes the FCA Listing Rules, the UK Code, the King IV
TM
, the Listings Requirements issued by the JSE
Limited and where relevant, FCA Remuneration Codes covering MIFIDPRU, AIFMD, UCITS, and MiFID II, as well as all
associated guidance.
The committee is also responsible for reviewing all employee remuneration arrangements, to ensure that they are aligned
with the strategy, culture and values of Ninety One and the health and wellbeing of all employees. It also monitors and
reviews Ninety One’s compliance with good corporate governance in respect of human capital matters, including the
application of the King IV
TM
Code and the Companies Act requirements in South Africa. Lastly, the committee reviews the
engagement levels of all employees and ensures that management takes appropriate action to ensure the highest possible
levels of engagement. In fulfilling its responsibilities, the committee will work with other Board committees as appropriate.
Committee advisors
Deloitte LLP were re-appointed advisor to the committee for the financial year 2025 as the committee was satisfied with
the quality of advice received and was satisfied with their continued independence. Deloitte is a founding member of,
andsignatory to, the Code of Conduct of the Remuneration Consultants Group. Deloitte attend the committee meetings
asappropriate, and provide advice on executive remuneration, best practice and market updates.
The committee has formally reviewed the work undertaken by Deloitte and is satisfied that the advice it has received has
been objective and independent.
Fees paid to Deloitte for executive remuneration consulting during the financial year 2025 were £23,100 on a time
andmaterials basis.
Strategic ReportGovernanceFinancial StatementsAdditional Information
97
Other Disclosures
The Directors present their report for the
year ended 31 March 2025.
The Strategic Report, the Governance section and the
Annual Report on Remuneration, which form part of this
Integrated Annual Report, include information that would
otherwise need to be included in this Directors’ Report.
TheStrategic Report and the Directors’ Report together
form the Management Report for the purposes of Disclosure
Guidance and Transparency Rules (“DTR”) 4.1.8 R.
Directors
Directors’ guarantees
There are no guarantees provided by Ninety One plc
or Ninety One Limited for the benefit of the Directors.
Directors’ interests
Information on interests in Ninety One’s share capital at
31 March 2025 is included in the Directors’ Remuneration
Policy and Annual Report on Remuneration on page 91.
During the year, no Director had any interest in any
transaction which was unusual in its nature or conditions or
was significant to the business of Ninety One, and which
was effected by any Group company in the current
financial year, or which remains in any respect outstanding
or unperformed.
The UK and South African Companies Acts (together the
“Acts”) require Directors to disclose any direct or indirect
material interest they have in contracts, including proposed
contracts, which are of significance to the Group’s
business. Directors are required to make these disclosures
at Board meetings, and all disclosures made are recorded
in the minutes of those meetings.
Directors’ appointment and removal
The rules governing the appointment, election, re-election
and removal of Directors are contained in Ninety One’s
Articles which may only be amended by special resolution
of the shareholders.
Conflicts of interest
Statutory duties with respect to Directors’ conflicts of
interest exist under the Acts. The Board has also adopted
procedures, in line with Ninety One’s Articles, to
identify, authorise and manage conflicts of interest.
In circumstances where a potential conflict arises, the
Board may authorise, in accordance with these Acts and
the Articles, any matter which would or might otherwise
constitute or give rise to a breach of the duty of a Director
to avoid a situation in which they have, or can have, a direct
interest that conflicts, or possibly may conflict, with the
interest of the Group.
Directors’ Report
Directors’ indemnity and insurance
Ninety One’s Articles permit the provision of indemnities to
the Directors. Each of the Directors is entitled to rely on,
and has the benefit of, the indemnity against Directors’
liability set out in the Articles. In addition, Ninety One
maintains directors’ and officers’ liability insurance cover
in respect of legal actions brought against the Directors
and officers. No amounts have been paid under this
insurance policy.
Related parties
Ninety One has processes and policies in place to govern
the review, approval and disclosure of related party
transactions entered into with Directors, management
and staff. Details of the transactions entered into by the
Company with parties who are related to it are set out
in note 24 to the consolidated financial statements.
Share capital
Full details of Ninety One’s share capital can be found in
note 19 to the consolidated financial statements.
Issued share capital
The Ninety One plc shares are denominated in pound
sterling and trade on the LSE in pound sterling and on the
JSE in South African rand. The issued nominal share
capital of Ninety One plc is £89,678.44 comprising:
(i) 622,188,775 Ninety One plc ordinary shares of £0.0001
each; (ii) 274,595,654 Ninety One plc special converting
shares of £0.0001 each; (iii) one UK DAS share of £0.0001;
(iv) one UK DAN share of £0.0001; (v) one Ninety One plc
special voting share of £0.0001; and (vi) one Ninety One
plc special rights share of £0.0001, all of which were fully
paid or credited as fully paid.
The Ninety One Limited shares are denominated and trade
on the JSE in South African rand. The issued share capital
of Ninety One Limited comprises: (i) 274,595,654 Ninety
One Limited ordinary shares; (ii) 622,188,775 Ninety One
Limited special converting shares; (iii) one SA DAS share;
(iv) one SA DAN share; (v) one Ninety One Limited special
voting share; and (vi) one Ninety One Limited special rights
share, all of which were issued at no par value.
The rights attaching to the Ninety One plc shares are
uniform in all respects and they form a single class for all
purposes, including with respect to voting and for all
dividends and other distributions declared, made or paid
on the ordinary share capital of Ninety One plc. Subject to
the provisions of the UK Companies Act 2006, any equity
securities issued by Ninety One plc for cash must first
be offered to the holders of Ninety One plc shares in
proportion to their holdings.
Ninety One Integrated Annual Report 2025
98
The UK Companies Act 2006 and the UK Listing Rules allow
for disapplication of pre-emption rights which may be
waived by a special resolution of Ninety One plc, whether
generally or specifically, for a maximum period not
exceeding five years.
The rights attaching to the Ninety One Limited shares are
uniform in all respects and they form a single class for all
purposes, including with respect to voting and for all
dividends and other distributions thereafter declared,
made, or paid on the ordinary share capital of Ninety One
Limited. Subject to the provisions of the JSE Listings
Requirements, any equity securities issued by Ninety One
Limited for cash must first be offered to the holders of
Ninety One Limited shares in proportion to their holdings.
The JSE Listings Requirements allow for disapplication
of pre-emption rights which may be waived by a special
resolution of Ninety One Limited, whether generally
or specifically, for a fixed period of time.
In respect of resolutions of each company which is
the issuer of such shares, on a show of hands, every
shareholder who is present in person shall have one vote
and, on a poll, every shareholder present in person or by
proxy shall have one vote per share held.
Under the terms of the DLC Agreements, any joint
electorate action will effectively be voted upon by the
holders of both Ninety One plc shares and Ninety One
Limited shares acting together as a single decision-making
body. Furthermore, under the terms of the DLC
Agreements, any class rights action would require the
prior approval of the ordinary shareholders in the other
companies voting separately and the approval of its own
ordinary shareholders voting separately. Joint electorate
actions and class rights actions are together expected to
cover the majority of the resolutions to be voted upon by
the shareholders.
The shares do not carry any rights to participate in a
distribution (including on a winding-up) other than those
that exist under the Acts. The Ninety One plc shares will
rank pari passu in all respects and the Ninety One Limited
shares will rank pari passu in all respects.
Index to principal Directors’ Report disclosures
Relevant information required to be disclosed in the Directors’ Report can be found in the following sections:
Information Section in Annual Report Page
Future developments Strategic Report 2 to 53
Business model Strategic Report 6
Stakeholder engagement Our Stakeholders section of the Strategic Report 20 to 25
Employment practices Our People section of the Strategic Report 24
Environmental, social and governance Strategic Report 2 to 25
Greenhouse gas emissions Sustainability section of the Strategic Report 47 to 53
Dividend details Financial Review section of the Strategic Report 13
Corporate governance statement Governance Report 54 to 103
Directors in office during the year Governance Report 61
Directors’ contractual and share-based remuneration
arrangements
Directors’ Remuneration Policy and Annual Report on
Remuneration
85 to 97
Indemnity provisions Directors’ Report 98
Structure of share capital, restrictions on the transfer of
securities, voting rights and significant shareholders
Directors’ Report 98 to 100
Disclosure of information to auditors Directors’ Report 101
Risk management in relation to financial instruments Note 26 to the Consolidated Financial Statements 142 to 147
Post-balance sheet events Note 29 to the Consolidated Financial Statements 148
Forward-looking statements Shareholder Information 163
Requirements of UK Listing Rule 9.8.4 R
Information to be included in the annual report and financial statements under UK Listing Rule 9.8.4 R, where applicable, can be
found as follows:
Section Description Section in Annual Report Page
(4) Details of long-term incentive schemes required
by Listing Rule 9.4.3 R
Annual Report on Remuneration 85 to 97
Strategic ReportGovernanceFinancial StatementsAdditional Information
99
Other disclosures
The Ninety One South Africa EBT (the “SA EBT”) holds
ordinary shares in Ninety One Limited for the benefit of
employees based in Africa, while the Ninety One Guernsey
Employee Benefit Trust (the “GSY EBT”) holds ordinary
shares in Ninety One plc for the benefit of employees
based outside of Africa. In addition, Ninety One has
established an HMRC-approved Share Incentive Plan
(“SIP”) for the benefit of employees in the UK. The SIP
shares are held in trust (“SIP Trust”).
Terra Nova Trustees (Pty) Ltd, Zedra Trust Company
(Guernsey) Limited and Buck Consultants Share Plan
Trustees Limited are the respective Trustees for the SA EBT,
GSY EBT and SIP Trust (the “Trustees”). Where the Trustees
have allocated shares in respect of specific awards granted
under Ninety One’s share plans, the holders of such awards
may recommend to the Trustees as to how voting rights
relating to such shares should be exercised. In respect of
shares for which no participant recommendation is made,
it is recommended that the Trustees vote in favour of the
relevant resolutions. As at 31 March 2025, the SA EBT held
2.76% of the issued share capital of Ninety One Limited,
the GSY EBT held 4.32% of the issued share capital of
Ninety One plc, and the SIP Trust held 0.19% of the issued
share capital of Ninety One plc. Between 1 April 2024 and
30 May 2025 (being the last practicable date prior to the
finalisation of this report), the GSY EBT increased its
shareholding in Ninety One plc to 4.64%, the SIP Trust
increased its shareholding in Ninety One plc to 0.21%
and the SA EBT’s shareholding remained unchanged.
Shareholder analysis
(as at 31 March 2025)
Major shareholders
Ninety One Limited
Based on the Ninety One Limited share register, the
Directors are aware of the following shareholders
directly holding 5% or more of the issued shares of
Ninety One Limited:
Shareholder
Number
of shares
%
of shares
Forty Two Point Two 46,867,999 17.07
Allan Gray 42,020,663 15.30
Public Investment Corporation 40,794,036 14.86
Ninety One plc
Based on the Ninety One plc share register, the Directors
are aware of the following shareholders directly holding 3%
or more of the issued shares of Ninety One plc:
Shareholder
Number
of shares
%
of shares
Forty Two Point Two 208,134,286 33.45
Investec Investments 93,026,547 14.95
Public Investment Corporation 57,585,298 9.26
Allan Gray 34,608,762 5.56
Ninety One Guernsey Employee
Benefit Trust 26,853,667 4.32
BlackRock Investment Management 20,862,262 3.35
Restrictions on transfer
The shares are freely transferable and there are no
restrictions on transfer. The Ninety One plc shares will have
full transferability between the LSE and the JSE as well as
the UK share register and South African branch share
register.
Authority to issue shares
The Directors require authority from shareholders in
relation to the issue of shares. Whenever shares that
constitute equity securities are issued, these must be
offered to existing shareholders pro rata to their holdings,
unless the Directors have been given authority by
shareholders to issue shares without offering them first to
existing shareholders. Ninety One will seek authority from
its shareholders on an annual basis to issue shares up to a
maximum amount, of which a defined number may be
issued without pre-emption. Disapplication of statutory
pre-emption procedures is also sought for rights issues.
Relevant resolutions to authorise share capital issuances
will be put to shareholders at the 2025 AGM.
On 9 April 2025, shareholders approved the issuance of
45,427,094 Ninety One plc ordinary shares and 66,592,115
Ninety One Limited ordinary shares at a general meeting of
Ninety One plc and Ninety One Limited in connection with
the Sanlam transaction.
Authority to purchase own shares
The Board requires authority from shareholders in relation
to the purchase of Ninety One’s own shares. Ninety One
will seek authority by special resolution on an annual basis
for the buyback of its own shares in accordance with
applicable law, regulation and other related guidance.
On 7 August 2024, Ninety One Limited commenced
a share buyback, under the authority granted by
shareholders at the 2024 AGM, which completed
on 30 September 2024. On 19 November 2024,
Ninety One Limited commenced a further share buyback
programme, under the same authority granted at the
2024 AGM.
On 6 March 2025, Ninety One plc commenced a share
buyback programme, under the authority granted by
shareholders at the 2024 AGM.
A special resolution will be put to shareholders at the 2025
AGM. Full details of Ninety One’s purchases of own shares
are set out in note 19 to the consolidated financial
statements.
Shares held in Ninety One employee benefit
trusts(“EBT”)
There are three EBTs that have been established to
facilitate the acquisition of shares in Ninety One plc or
Ninety One Limited under employee share plans for the
benefit of employees of the Group.
Ninety One Integrated Annual Report 2025
100
As at 30 May 2025 (being the last practicable date prior
tothe finalisation of this report), there have been no further
notifications disclosed to Ninety One in accordance with
the FCA’s UK Listing Rules and DTR or the JSE Listings
Requirements.
Ninety One (DLC level)
The below table shows the combined shareholding (for
shareholders directly holding 3% or more of the issued
share capital) across the DLC.
Shareholder
Number
of shares
%
of shares
Forty Two Point Two 255,002,285 28.44
Public Investment
Corporation 98,379,334 10.97
Investec Investments 93,026,547 10.37
Allan Gray 76,629,425 8.54
Public and non-public shareholding
1
Ninety One Limited
Ninety One
Limited % of shares
Non-public 54,767,587 19.94
Public 219,828,067 80.06
Directors and associates
2
323,347 0.12
Forty Two Point Two
3
46,867,999 17.07
Ninety One share schemes
4
7,576,241 2.76
Total 274,595,654 100.00
Ninety One plc
Ninety One
plc % of shares
Non-public 238,111,199 38.27
Public
384,077,576 61.73
Directors and associates
2
1,933,832 0.31
Forty Two Point Two
3
208,134,286 33.45
Ninety One share schemes
4
28,043,081 4.51
Total 622,188,775 100.00
Political donations
Ninety One does not make political donations.
Going concern, longer-term prospects and
viability statement
As described in the statement of viability on page 15, the
Directors have assessed the viability of Ninety One over a
period that exceeds the 12 months required by the going
concern provision.
The Board has also performed an assessment of the
principal and emerging risks facing Ninety One. The details
of this assessment can be found in the Principal Risks
section of the Strategic Report on pages 28 to 33.
The Board has concluded that it remained appropriate to
adopt the going concern basis of accounting in preparing
the consolidated financial statements as it believes
Ninety One will continue to be in business, with neither
the intention nor the necessity of liquidation, ceasing of
trading or seeking of protection from creditors pursuant to
laws or regulations for at least 12 months from the date of
approval of Ninety One’s financial statements.
Auditor and disclosure of information
to auditors
Having made the requisite enquiries, each of the Directors
in office as at the date of this report and consolidated
financial statements, whose names and functions are listed
on pages 58 to 59, have confirmed that:
ɽ So far as they are aware, there is no relevant audit
information of which Ninety One’s auditors are
unaware; and
ɽ each Director has taken all the 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 Ninety One’s auditors are aware of that information.
PwC has expressed their willingness to be re-appointed as
the external auditor of Ninety One plc and Ninety One
Limited. Resolutions to re-appoint PwC as Ninety One’s
external auditor will be proposed at the forthcoming AGM.
Note 4(b) to the consolidated financial statements and
pages 68 to 70 set out the auditors’ fees both for audit and
non-audit work.
Annual General Meeting
All shareholders are invited to participate in the AGM
which will take place on 23 July 2025 and will have the
opportunity to put questions to the Board.
Details of all resolutions to be proposed at the 2025 AGM
will be set out in the Notice of AGM, which will be published
ahead of the meeting.
By order of the Board.
Amina Rasool
Company Secretary Ninety One plc
Ninety One Africa Proprietary Limited
Company Secretary Ninety One Limited
1. As required by JSE Listings Requirements. Analysis at 31 March 2025.
2. Including any directors of major subsidiaries.
3. Forty Two Point is regarded as a non-public shareholder under the JSE Listing Requirements by virtue of being an associate of a director of Ninety One.
4. Certain directors and employees of Ninety One are beneficiaries of these schemes and as such they are each regarded as a non-public shareholder under
theJSEListing Requirements.
Strategic ReportGovernanceFinancial StatementsAdditional Information
101
Statement of Directors’ responsibilities in
respect of the Integrated Annual Report.
The Directors are responsible for the preparation and fair
presentation of the Integrated Annual Report and the Group
and the Ninety One plc (the “Parent Company”) financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and
Parent Company financial statements for each financial
year. Under these laws they are required to prepare the
Group financial statements in accordance with UK-
adopted international accounting standards and with IFRS
®
Accounting Standards as issued by the International
Accounting Standards Board (“IASB”) (collectively “IFRS”).
Under UK law, the Directors have elected to prepare the
Parent Company financial statements in accordance with
UK-adopted international accounting standards.
Under UK company law, the Directors must only approve
the financial statements if they are satisfied that they give a
true and fair view of the state of affairs of the Group and
Parent Company and of their profit or loss for that period.
In preparing each of the Group and Parent Company
financial statements, the Directors are required to:
ɽ Select suitable accounting policies and then apply
them consistently;
ɽ make judgements and estimates that are reasonable,
relevant and reliable;
ɽ state that the Group financial statements have been
prepared in accordance with international accounting
standards in conformity with the requirements of the
UK Companies Act 2006 and IFRS;
ɽ state that the Parent Company financial statements
have been prepared in accordance with UK-adopted
international accounting standards and as applied in
accordance with the provisions of the UK Companies
Act 2006;
ɽ assess the Group’s and Parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
ɽ use the going concern basis of accounting, unless they
either intend to liquidate the Group or the Parent
Company or to cease operations or have no realistic
alternative but to do so.
The Directors are responsible for keeping an effective
system of risk management, and for maintaining adequate
accounting records that sufficiently show and explain the
Group’s and Parent Company’s transactions – as well as
disclose, with reasonable accuracy, at any time, the
financial position of the Group and Parent Company, and
Directors’ Responsibility Statement
enable them to ensure that its financial statements comply
with the UK Companies Act 2006 and the South African
Companies Act 2008. They are responsible for such
internal controls as they determine are necessary to enable
the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and
have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the
Group and prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Governance
Report that comply with that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on Ninety One’s website. Legislation in the UK
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency
Rules DTR 4.1.15R-4.1.18R, the financial statements will form
part of the annual financial report prepared under the
structured digital format and filed on the National Storage
Mechanism of the Financial Conduct Authority. The
auditors’ report provides no assurance over whether the
annual financial report has been prepared in accordance
with these requirements.
Responsibility statement of the Directors
Each of the Directors in office as at the date of this report,
whose names and functions are listed on pages 58 to 59,
confirms that, to the best of his or her knowledge:
ɽ The financial statements, prepared in accordance with
the applicable set of accounting standards, present
fairly and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the
Parent Company and the undertakings included in the
consolidation taken as a whole; and
ɽ the Directors’ Report and Strategic Report include a
fair review of the development and performance of the
business and the position of the Group and Parent
Company, together with a description of the principal
risks and uncertainties that they face.
We consider the Integrated Annual Report, taken as a
whole, to be fair, balanced and understandable, and believe
it provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy.
Other disclosures
Ninety One Integrated Annual Report 2025
102
Approval of the annual financial statements
The annual financial statements, which comprise the DLC
Audit and Risk Committee Report on pages 66 to 70, the
Directors’ Report on pages 98 to 101, the Certificate of the
Company Secretary on page 103, and the consolidated
and Parent Company financial statements on pages 116
to157, were approved by the Board on 3 June 2025.
The Directors, whose names are stated below, hereby
confirm that:
ɽ The annual financial statements, as set out above, fairly
present in all material respects the financial position,
financial performance and cash flows of the issuer in
terms of IFRS
®
Accounting Standards;
ɽ to the best of our knowledge and belief, no facts have
been omitted or untrue statements made that would
make the consolidated financial statements false or
misleading;
ɽ internal financial controls have been put in place to
ensure that material information relating to the issuer
and its consolidated subsidiaries have been provided
to effectively prepare the consolidated financial
statements of the issuer;
ɽ the internal financial controls are adequate and
effective and can be relied upon in compiling the
annual financial statements, having fulfilled our role
andfunction as executive directors with primary
responsibility for implementation and execution of
controls; and
ɽ we are not aware of any fraud involving Directors.
Where we are not satisfied, we have disclosed to the DLC
Audit and Risk Committee and the auditors any deficiencies
in design and operational effectiveness of the internal
financial controls and have remediated the deficiencies.
On behalf of the Board.
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Certificate by the Company Secretary
of Ninety One Limited
In terms of section 88(2)(e) of the South African
Companies Act 2008, we hereby certify that, to the best
ofour knowledge and belief, Ninety One Limited has lodged
with the South African Companies and Intellectual Property
Commission, for the financial year ended 31 March 2025,
all such returns and notices as are required in terms of the
Act and that all such returns and notices are true, correct
and up to date.
Ninety One Africa Proprietary Limited
Company Secretary Ninety One Limited
Strategic ReportGovernanceFinancial StatementsAdditional Information
103
Investing for a better tomorrow
Flipper-footed marine mammals like sea lions and seals live on land and
in water. They enjoy seafood of all kinds, including krill and squid. Some
species are endangered, with their conservation status depending on
where they live and the extent of human intervention. Typical threats
include commercial hunting, being bycatch in fishing and habitat loss.
Financial Statements
106 Independent Auditors’ Report
116 Consolidated Financial Statements
151 Annexure to the Consolidated Financial Statements
152 Ninety One plc Company Financial Statements
Preparation of Annual Financial Statements
These are the annual financial statements of Ninety One DLC
for the year ended 31 March 2025. They have been prepared
by management under the supervision of the Finance Director,
Kim McFarland CA(SA).
Ninety One Integrated Annual Report 2025
104
Strategic ReportGovernanceFinancial StatementsAdditional Information
105
Independent Auditors’ Report
of PricewaterhouseCoopers LLP to the members of Ninety One plc and
PricewaterhouseCoopers Inc. to the shareholders of Ninety One Limited
For the purpose of this report, the terms ‘we’ and ‘our’ denote PricewaterhouseCoopers LLP in relation to UK legal,
professional and regulatory responsibilities and reporting obligations to Ninety One plc and PricewaterhouseCoopers Inc.
in relation to South African legal, professional and regulatory responsibilities and reporting obligations to the shareholders
of Ninety One Limited. When we refer to PricewaterhouseCoopers LLP or PricewaterhouseCoopers Inc. such reference is
to that specific entity to the exclusion of the other.
The consolidated financial statements, as defined below, consolidate the accounts of Ninety One plc and Ninety One
Limited and their respective subsidiaries (the “Group”) and include the Group’s share of joint arrangements and associates.
PricewaterhouseCoopers LLP is the appointed auditor of Ninety One plc (the “Company”), a company incorporated in
theUnited Kingdom in terms of the United Kingdom Companies Act 2006. PricewaterhouseCoopers Inc. is the appointed
auditor of Ninety One Limited, a company incorporated in South Africa in terms of the Companies Act of South Africa.
PricewaterhouseCoopers LLP and PricewaterhouseCoopers Inc. audited the financial statements of the Group (the
“Consolidated Financial Statements”) and PricewaterhouseCoopers LLP audited the Ninety One plc Company Financial
Statements (the “Company Financial Statements”) for the year ended 31 March 2025.
Report on the audit of the financial statements
We have audited the Consolidated Financial Statements, included within the Integrated Annual Report (the “Annual Report”),
which comprise: the Consolidated Statement of Financial Position as at 31 March 2025; the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity
for the year then ended; and the Notes to the Consolidated Financial Statements, comprising material accounting policy
information and other explanatory information.
PricewaterhouseCoopers LLP have also audited the Company Financial Statements which comprise: the Company
Statement of Financial Position as at 31 March 2025, the Company Statement of Cash Flows and the Company Statement
of Changes in Equity for the year then ended; and the Notes to the Company Financial Statements, comprising material
accounting policy information and other explanatory information.
Opinion of PricewaterhouseCoopers LLP on the Consolidated and Company Financial
Statements to the members of Ninety One plc
In PricewaterhouseCoopers LLP’s opinion, Ninety One plc’s Consolidated Financial Statements and Company Financial
Statements (the “Financial Statements”):
ɽ give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 March 2025 and of the Group’s
profit and the Group’s and Company’s cash flows for the year then ended;
ɽ have been properly prepared in accordance with UK-adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006; and
ɽ have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the DLC Audit and Risk Committee.
Opinion of PricewaterhouseCoopers Inc. on the Consolidated Financial Statements to the
shareholders of Ninety One Limited
In PricewaterhouseCoopers Inc.’s opinion, the Consolidated Financial Statements present fairly, in all material respects,
the consolidated financial position of the Group as at 31 March 2025, and its consolidated financial performance and
consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and the requirements
of the Companies Act of South Africa.
Certain required disclosures have been presented elsewhere in the Annual Report, titled “Ninety One Integrated Annual
Report 2025”, rather than in the notes to the Consolidated Financial Statements. These are cross-referenced from the
Consolidated Financial Statements and are identified as audited.
Basis for opinions
PricewaterhouseCoopers LLP’s audit was conducted in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. PricewaterhouseCoopers Inc.’s audit was conducted in accordance with International Standards
on Auditing (“ISAs”). The respective responsibilities under ISAs (UK) and ISAs are further described in the Auditors’
responsibilities for the audit of the financial statements section of this report. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for these opinions.
Ninety One Integrated Annual Report 2025
106
Independence of PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP remained independent of the Group in accordance with the ethical requirements that are
relevant to the audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed
public interest entities, and fulfilled other ethical responsibilities in accordance with these requirements.
To the best of PricewaterhouseCoopers LLP’s knowledge and belief, PricewaterhouseCoopers LLP declare that non-audit
services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 4(b) to the Consolidated Financial Statements, PricewaterhouseCoopers LLP have
provided no non-audit services to the Company or its controlled undertakings in the period under audit.
Independence of PricewaterhouseCoopers Inc.
PricewaterhouseCoopers Inc. is independent of the Group in accordance with the Independent Regulatory Board for
Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements
applicable to performing audits of financial statements in South Africa. PricewaterhouseCoopers Inc. have fulfilled their
other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements
applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the
International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards).
Our audit approach
Context
Ninety One is an active investment manager which operates globally, servicing institutional, advisor and individual investors.
Ninety One offers a range of specialist strategies across equities, fixed income, multi-asset and alternatives and operates a
South African fund platform business. Ninety One’s operations are predominantly based in the UK and South Africa, with
global distribution activities. Ninety One operates as a dual-listed company (“DLC”). The DLC structure comprises Ninety
One plc, a public company incorporated in England and Wales under the UK Companies Act 2006 and Ninety One Limited,
a public company incorporated in South Africa under the Companies Act of South Africa. Under the DLC structure, Ninety
One plc and Ninety One Limited, together with their direct and indirect subsidiaries and associates, are reported as a single
reporting entity (the “Group”). Ninety One plc has a primary listing on the London Stock Exchange and a secondary listing
on the Johannesburg Stock Exchange. Ninety One Limited is listed on the Johannesburg Stock Exchange.
PricewaterhouseCoopers Inc.’s reporting in terms of the IRBA Rule on Enhanced Auditor Reporting
For clarity, the final materiality and group audit scope reported by PricewaterhouseCoopers LLP and
PricewaterhouseCoopers Inc. below will include PricewaterhouseCoopers Inc.’s reporting of final materiality and group
audit scope in terms of the IRBA Rule on Enhanced Auditor Reporting for the Audit of Financial Statements of Public Interest
Entities, published in Government Gazette Number 49309 dated 15 September 2023 (EAR Rule).
In terms of ISA 701 Communicating key audit matters in the independent auditor’s report / the EAR Rule (as applicable),
PricewaterhouseCoopers Inc. is required to report key audit matters and the outcome of audit procedures or key
observations with respect to the key audit matters, and these are included below.
Overview
Audit scope
ɽ We scoped in financial statement line items, across fifteen Group entities, which are considered to be significant in terms
of their contribution to the Group, percentage-wise and/or based on materiality;
ɽ We identified over thirty group entities to be ‘inconsequential’ and not requiring further audit procedures. The aggregate
balances across all inconsequential components is less than two times our performance materiality threshold for all
financial statement line items;
ɽ We performed specific procedures over certain financial statement disclosures;
ɽ Taken together, our audit work accounted for 100% of Group revenue and more than 92% of Group profit before tax (on
an absolute basis). Our audit scope provided sufficient appropriate audit evidence as a basis for our opinion on the
Consolidated Financial Statements as a whole.
Key audit matters
ɽ Management Fee and Performance Fee revenue recognition (Group)
ɽ Impairment assessment of investment in subsidiaries (by PricewaterhouseCoopers LLP in respect of the Company)
Final Materiality
ɽ Overall Group materiality: £10.2m (2024: £10.8m) based on 5% of consolidated profit before tax.
ɽ Overall Company materiality: £9.5m (2024: £9.2m) based on 1% of total assets of the Company.
ɽ Performance materiality: £7.7m (2024: £8.1m) (Group) and £7.1m (2024: £6.9m) (Company).
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The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified by the auditors, 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, and any
comments we make on the results of our procedures thereon, 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.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Management fee and Performance fee revenue
recognition (Group)
Refer to Note 2. Segmental reporting and Note 3.
Net revenue.
Revenue is the most significant financial statement line
item in the consolidated statement of comprehensive
Income. The Group’s sources of revenue relate to
management fees amounting to £672.5m (2024: £667.2m)
and performance fees amounting to £27.5m (2024: £30.6m)
which are earned from ongoing business activities.
The management fees are recognised over time and are
primarily based on agreed percentages of the net asset
values (NAV) of investment funds and segregated mandates.
The performance fees are recognised over time and
represent variable consideration. The Group only
recognises performance fees when the Group is
unconditionally entitled to the revenue and no contingency
with respect to future performance exists. The fees are
calculated on a percentage of the appreciation in the net
asset value of investment funds and segregated mandates
above a defined hurdle, taking into consideration the
relevant basis of calculation for investment funds and
segregated mandates, and when it is highly probable
that they will not be subject to significant reversal.
Given their magnitude relative to other classes of
transactions and balances in the Consolidated Financial
Statements, management fees and performance fees
were considered to be an area of the audit that required
significant auditor attention, and were therefore
determined to be a key audit matter.
We understood and evaluated the design, implementation and operating
effectiveness of key controls, including controls at third-party service
organisations with respect to the net asset values of investment funds
and segregated mandates (“AUM data”), which formed the basis for the
management fee and performance fee computation.
We performed the following substantive audit procedures over
management fees and performance fees:
ɽ A recalculation was performed for retail management fees, by
obtaining AUM data from third-party service organisations and
applying the fee rates used by management. For a sample of these
feecalculations, we agreed the fee rates used by management to
theunderlying supporting documents, which included the relevant
fund prospectus and fact sheet;
ɽ The South African platform management fees is a system calculation
for which we perform testing around the arithmetic accuracy of the
calculation within the system. We perform testing of the IT General
Controls over the third-party administration system as well as relying
on the ISA3402 Type 2 report. Detailed testing is performed on the
system generated reports used in our substantive testing of
management fees.
ɽ Institutional client management fees were recalculated on a sample
basis, by obtaining AUM data from management’s internal data
warehouse and applying the fee rates as agreed to signed investment
management agreements. We perform IT audit testing over
management’s internal data warehouse feed from third-party service
organisations. For a sample of assets included in management’s
internal data warehouse, we agreed the asset valuations to the
external source data;
ɽ We recalculated a sample of rebates (offset against management
fees) by agreeing rate inputs to the signed rebate agreements and
applying these rates to information obtained from third-party service
organisations; and
ɽ We recalculated a sample of performance fees for clients, obtaining
the NAV data from management’s internal data warehouse and third
party sources as applicable, and agreeing the other calculation inputs
such as hurdle rates, benchmarks and performance period to sources
such as fund factsheets, respective mandates and other external
sources. Where relevant we also agreed all changes in benchmarks
to supplemental deeds approved by the regulator.
We noted no material exceptions.
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Key audit matter How our audit addressed the key audit matter
Impairment of investment in subsidiary undertaking (by
PricewaterhouseCoopers LLP in respect of the Company)
Refer to Note 31. Investment in subsidiary undertaking.
The Company holds an investment in subsidiary undertaking
of £915.3m (2024; £915.3m). Whilst this eliminates on
consolidation in the Group’s Financial Statements, it is
recorded in the Company’s Financial Statements at cost
less any accumulated impairment losses.
Management has concluded that no impairment is
required as at 31 March 2025. Given the significance of
theinvestment in subsidiary undertaking in the Company’s
Financial Statements, we have determined the impairment
of investment in subsidiary undertaking to be a key
audit matter.
We have assessed the application and appropriateness of the accounting
policy adopted by management, which we consider to be reasonable.
We challenged management’s key assumptions which supported their
conclusion that the valuation of the subsidiary undertaking is appropriate
and that there is no impairment as at 31 March 2025.
No material issues were identified.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and
controls, and the industry in which they operate.
As an integrated global investment manager, the Group operates as a single-segment investment management business.
The operations and finance teams have presence in both the UK and South Africa resulting in the audit procedures being
split between the UK and South Africa audit teams.
Based on the scoping procedures and detailed audit work performed across the Group, we have obtained sufficient
comfort across the individual account balances within the Group Financial Statements, obtaining 100% coverage over
consolidated revenue and more than 92% coverage over consolidated profit before tax (on an absolute basis).
The impact of climate risk on PricewaterhouseCoopers LLP’s audit
As part of the audit, PricewaterhouseCoopers LLP made enquiries of management to understand the process management
adopted to assess the extent of the potential impact of climate risk on the Group’s Financial Statements, including going
concern.
In addition to enquiries with management, we also:
ɽ Considered the consistency of disclosures in relation to climate change (including the disclosures in the Task Force on
Climate-related Financial Disclosures (TCFD) section) with other reporting made by the entity on climate including its
Sustainability and Stewardship Report; and
ɽ Read the entity’s website and communications for details of climate related impacts.
Management has made commitments to operate their business and manage all assets on a net zero emissions basis by
2050 or sooner.
Management considers that the impact of climate risk does not give rise to a potential material impact in the year ended
31 March 2025 financial statements. We challenged management on how the impact of climate commitments made by
theGroup would impact the assumptions within the forecasts used in the Group’s going concern analysis.
Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole, or our
key audit matters for the year ended 31 March 2025.
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109
Final Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Company
Overall materiality £10.2m (2024: £10.8m). £9.5m (2024: £9.2m).
How we determined it 5% of consolidated profit before tax. 1% of total assets of the Company.
Rationale for benchmark
applied
We believe that profit before tax is the primary
measure used by the shareholders in assessing the
performance of the Group, and is a generally
accepted auditing benchmark.
As the Company is a holding company and does not
earn any revenue, total assets is the most appropriate
method to determine materiality and is a generally
accepted auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across components was between £0.4m and £9.7m. Certain components
were audited to a local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to
£7.7m (2024: £8.1m) for the Consolidated Financial Statements and £7.1m (2024: £6.9m) for the Company Financial Statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above
£510,750 (Group audit) (2024: £541,950) and £473,050 (Company audit) (2024: £462,200) as well as misstatements below
those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions of PricewaterhouseCoopers LLP relating to going concern
PricewaterhouseCoopers LLP’s evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue
to adopt the going concern basis of accounting included:
ɽ Obtaining management’s latest forecasts that support the Board’s assessment and conclusions with respect to the
going concern basis of preparation of the financial statements;
ɽ Checking the arithmetical accuracy of management’s forecasts and challenging the underlying data and adequacy
andappropriateness of the underlying assumptions used;
ɽ Evaluating management’s base case forecast and downside scenarios; and
ɽ Assessing the appropriateness of the going concern disclosures by comparing them to management’s assessment for
consistency and for compliance with the relevant reporting requirements.
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’s and the 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.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
inthe preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s
and the Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
PricewaterhouseCoopers LLP’s responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
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110
Reporting on other information by PricewaterhouseCoopers LLP
The other information comprises all of the information in the Annual Report other than the financial statements and the
auditors’ report thereon. The directors are responsible for the other information. PricewaterhouseCoopers LLP’s opinion
onthe financial statements does not cover the other information and, accordingly, PricewaterhouseCoopers LLP do not
express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with the audit of the financial statements, PricewaterhouseCoopers LLP’s responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or the knowledge obtained in the audit, or otherwise appears to be materially misstated. If an apparent material inconsistency
or material misstatement is identified, PricewaterhouseCoopers LLP are required to perform procedures to conclude whether
there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on
the work performed, it is concluded that there is a material misstatement of this other information, PricewaterhouseCoopers
LLP are required to report that fact. PricewaterhouseCoopers LLP have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on the work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic report and Directors’ report
In PricewaterhouseCoopers LLP’s opinion, based on the work undertaken in the course of the audit, the information given
inthe Strategic report and Directors’ report for the year ended 31 March 2025 is consistent with the financial statements
and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the
audit, PricewaterhouseCoopers LLP did not identify any material misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In PricewaterhouseCoopers LLP’s opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Reporting on other information by PricewaterhouseCoopers Inc.
The directors are responsible for the other information. The other information comprises the information included in the
documents titled “Ninety One Integrated Annual Report 2025” and the document titled “Ninety One Limited separate
annualfinancial statements for the year ended 31 March 2025”, which includes the Directors’ Report, the DLC Audit and
RiskCommittee Report and the Certificate by the Company Secretary as required by the Companies Act of South Africa.
The other information does not include the consolidated or the separate financial statements and PricewaterhouseCoopers
Inc.’s auditor’s reports thereon.
PricewaterhouseCoopers Inc.’s opinion on the Consolidated Financial Statements does not cover the other information
andPricewaterhouseCoopers Inc. does not express an audit opinion or any form of assurance conclusion thereon.
In connection with the audit of the Consolidated Financial Statements, PricewaterhouseCoopers Inc.’s responsibility is to
read the other information identified above and, in doing so, consider whether the other information is materially inconsistent
with the Consolidated Financial Statements or the knowledge obtained in the audit, or otherwise appears to be materially
misstated.
If, based on the work performed, PricewaterhouseCoopers Inc. concludes that there is a material misstatement of this other
information, PricewaterhouseCoopers Inc. is required to report that fact. PricewaterhouseCoopers Inc. has nothing to report
in this regard.
PricewaterhouseCoopers LLP’s reporting on corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that
part of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for review. PricewaterhouseCoopers LLP’s additional responsibilities with respect to the
corporate governance statement as other information are described in the Reporting on other information section of
this report.
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111
Based on the work undertaken as part of the audit, PricewaterhouseCoopers LLP have concluded that each of the
following elements of the corporate governance statement, included within the Corporate Governance Report is materially
consistent with the financial statements and the knowledge obtained during the audit, and have nothing material to add or
draw attention to in relation to:
ɽ The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
ɽ The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being managed or mitigated;
ɽ The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and
Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial
statements;
ɽ The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment
covers and why the period is appropriate; and
ɽ The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue
inoperation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
PricewaterhouseCoopers LLP’s review of the directors’ statement regarding the longer-term viability of the Group and
Company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’
process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement is consistent with the financial statements and
ourknowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of the audit, PricewaterhouseCoopers LLP have concluded that each
ofthe following elements of the corporate governance statement is materially consistent with the financial statements and
the knowledge obtained during the audit:
ɽ The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable,
and provides the information necessary for the members to assess the Group’s and Company’s position, performance,
business model and strategy;
ɽ The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
ɽ The section of the Annual Report describing the work of the DLC Audit and Risk Committee.
PricewaterhouseCoopers LLP have nothing to report in respect of the responsibility to report when the directors’ statement
relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the
Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ Responsibility Statement, the directors are responsible for the preparation of the
financial statements in accordance with the applicable framework, which includes UK-adopted international accounting
standards as applied in accordance with the provisions of the Companies Act 2006 and the requirements of the UK
Companies Act 2006, and IFRS Accounting Standards and the requirements of the Companies Act of South Africa in
respect of the Consolidated Financial Statements, and for being satisfied that they give a true and fair view, and that the
Consolidated Financial Statements are fairly presented. The directors are also responsible for such internal control as they
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 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 Company or to cease operations, or have no
realistic alternative but to do so.
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Auditors’ responsibilities for the audit of the financial statements
Responsibilities of PricewaterhouseCoopers LLP for the audit of the Consolidated and Company Financial Statements
PricewaterhouseCoopers LLP’s objectives are to obtain reasonable assurance about whether the financial statements as
awhole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. PricewaterhouseCoopers LLP
design procedures in line with the responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which the procedures are capable of detecting irregularities, including
fraud, is detailed below.
Based on PricewaterhouseCoopers LLP’s understanding of the Group and industry, the principal risks of non-compliance
with laws and regulations were identified to be those related to such as those governed by the Financial Conduct Authority
(“FCA”), and the extent to which non-compliance might have a material effect on the financial statements was considered.
Laws and regulations that have a direct impact on the financial statements such as the UK Companies Act 2006 were also
considered. PricewaterhouseCoopers LLP evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks
were related to posting inappropriate journal entries to revenue, and management bias in accounting estimates. This risk
assessment was agreed with PricewaterhouseCoopers Inc. so that they could include appropriate audit procedures in
response to such risks in their work. Audit procedures performed by PricewaterhouseCoopers LLP and/or
PricewaterhouseCoopers Inc. included:
ɽ Enquiries of management, including legal, compliance and internal audit, including consideration of known or suspected
instances of non-compliance with laws and regulations including fraud.
ɽ Reviewing the Group/Company’s litigation log in so far as it related to non-compliance with laws and regulations and fraud.
ɽ Identifying and testing journal entries, in particular any journal entries with unexpected account combinations or just
below authorisation limits.
ɽ Review of relevant meeting minutes, including those of the DLC Audit and Risk Committee and Board.
ɽ Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
PricewaterhouseCoopers LLP’s audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for
testing, rather than testing complete populations. PricewaterhouseCoopers LLP will often seek to target particular items
fortesting based on their size or risk characteristics. In other cases, audit sampling will be used to enable us to draw a
conclusion about the population from which the sample is selected.
A further description of PricewaterhouseCoopers LLP’s responsibilities for the audit of the financial statements is located
on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of PricewaterhouseCoopers
LLP’s auditors’ report.
Responsibilities of PricewaterhouseCoopers Inc. for the audit of the Consolidated Financial Statements
PricewaterhouseCoopers Inc.’s objectives are to obtain reasonable assurance about whether the Consolidated 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 PricewaterhouseCoopers Inc.’s opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs 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 Consolidated Financial Statements.
Strategic ReportGovernanceFinancial StatementsAdditional Information
113
As part of an audit in accordance with ISAs, PricewaterhouseCoopers Inc. exercises professional judgement and maintains
professional scepticism throughout the audit. PricewaterhouseCoopers Inc. also:
ɽ Identifies and assesses the risks of material misstatement of the Consolidated Financial Statements, whether due to
fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence that is
sufficient and appropriate to provide a basis for PricewaterhouseCoopers Inc.’s opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
ɽ Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s
internal control.
ɽ Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
ɽ Concludes on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If it is concluded that a material uncertainty exists,
PricewaterhouseCoopers Inc. is required to draw attention in the auditor’s report to the related disclosures in the
Consolidated Financial Statements or, if such disclosures are inadequate, to modify PricewaterhouseCoopers Inc.’s
opinion. Conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
ɽ Evaluates the overall presentation, structure and content of the Consolidated Financial Statements, including the
disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events
inamanner that achieves fair presentation.
ɽ Plans and performs the group audit to obtain sufficient appropriate audit evidence regarding the financial information
of the entities or business units within the Group as a basis for forming an opinion on the Consolidated Financial
Statements. PricewaterhouseCoopers Inc. is responsible for the direction, supervision and review of the audit work
performed for purposes of the group audit. PricewaterhouseCoopers Inc. remains solely responsible for their
audit opinion.
PricewaterhouseCoopers Inc. communicates with the directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that are identified
during their audit.
PricewaterhouseCoopers Inc. also provides the directors with a statement that PricewaterhouseCoopers Inc. has complied
with relevant ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on PricewaterhouseCoopers Inc.’s independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, PricewaterhouseCoopers Inc. determines those matters that were of
most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit
matters. PricewaterhouseCoopers Inc. describes these matters in the auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, PricewaterhouseCoopers Inc. determines that
a matter should not be communicated in the report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Use of the report of PricewaterhouseCoopers LLP
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. PricewaterhouseCoopers LLP do not, in
giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed by prior consent from PricewaterhouseCoopers LLP
in writing.
Independent Auditors’ Report
Ninety One Integrated Annual Report 2025
114
Other required reporting by PricewaterhouseCoopers LLP
Companies Act 2006 exception reporting
Under the Companies Act 2006 PricewaterhouseCoopers LLP are required to report to you if, in PricewaterhouseCoopers
LLP’s opinion:
ɽ PricewaterhouseCoopers LLP have not obtained all the information and explanations required for the audit; or
ɽ adequate accounting records have not been kept by the Company, or returns adequate for the audit have not been
received from branches not visited by us; or
ɽ certain disclosures of directors’ remuneration specified by law are not made; or
ɽ the Company Financial Statements and the part of the Directors’ remuneration report to be audited are not in agreement
with the accounting records and returns.
PricewaterhouseCoopers LLP have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the DLC Audit and Risk Committee, PricewaterhouseCoopers LLP were appointed by the
members on 26 July 2022 to audit the financial statements for the year ended 31 March 2023 and subsequent financial
periods. This is therefore PricewaterhouseCoopers LLP’s third year of uninterrupted engagement.
Report on other legal and regulatory requirements by PricewaterhouseCoopers Inc.
Audit tenure
In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, PricewaterhouseCoopers
Inc. reports that PricewaterhouseCoopers Inc. has been the auditor of Ninety One Limited for 3 years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R –
4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no
assurance over whether the structured digital format annual financial report has been prepared in accordance with those
requirements.
Allan McGrath
Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
3 June 2025
PricewaterhouseCoopers Inc.
Director: NA Jacobs
Registered Auditor
Cape Town, South Africa
3 June 2025
The examination of controls over the maintenance and integrity of the Group’s website is beyond the scope of the audit of
the financial statements. Accordingly, we accept no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
Strategic ReportGovernanceFinancial StatementsAdditional Information
115
Consolidated Financial Statements
Consolidated Statement of
Comprehensive Income
For the year ended 31 March 2025
2025 | 2024 | ||
Notes | £’m | £’m | |
Revenue | 2 | ||
Commission expense | ( | ( | |
| Net revenue | 3 | ||
| Operating expenses | 4 | ( | ( |
Share of profit from associates | |||
| Net gain on investments and other income | 5 | ||
Operating profit | |||
| Interest income | 6 | ||
| Interest expense | 6 | ( | ( |
Profit before tax | |||
| Tax expense | 7 | ( | ( |
Profit after tax | |||
| Other comprehensive expense | |||
| Item that will not be reclassified to profit or loss: | |||
Net remeasurements on pension fund | ( | ||
| Item that may be reclassified subsequently to profit or loss: | |||
Exchange differences on translation of foreign subsidiaries | ( | ||
Other comprehensive expense for the year | ( | ||
Total comprehensive income for the year | |||
| Earnings per share (pence) | |||
| Basic | 8(a) | ||
| Diluted | 8(a) |
Ninety One Integrated Annual Report 2025
116
Consolidated Statement of
FinancialPosition
At 31 March 2025
2025 | 2024 | ||
Notes | £’m | £’m | |
| Assets | |||
| Investments | 10 | ||
Investment in associates | |||
| Property and equipment | 11 | ||
| Right-of-use assets | 12 | ||
| Deferred tax assets | 13 | ||
| Other receivables | 17 | ||
Pension fund asset | |||
Total non-current assets | |||
| Investments | 10 | ||
| Linked investments backing policyholder funds | 14 | ||
Income tax recoverable | |||
| Trade and other receivables | 17 | ||
| Cash and cash equivalents | 15 | ||
Total current assets | |||
Total assets | |||
| Liabilities | |||
| Other liabilities | 16 | ||
| Lease liabilities | 12 | ||
| Deferred tax liabilities | 13 | ||
Total non-current liabilities | |||
| Policyholder investment contract liabilities | 14 | ||
| Other liabilities | 16 | ||
| Lease liabilities | 12 | ||
| Trade and other payables | 18 | ||
Income tax payable | |||
Total current liabilities | |||
| Equity | |||
| Share capital | 19(a) | ||
| Demerger reserves | 19(b) | ( | ( |
| Own share reserve | 19(c) | ( | ( |
| Other reserves | 19(b) | ( | ( |
Retained earnings | |||
Shareholders’ equity excluding non-controlling interests | |||
Non-controlling interests | |||
Total equity | |||
Total equity and liabilities |
Strategic ReportGovernanceFinancial StatementsAdditional Information
117
Consolidated Financial Statements
Consolidated Statement of
Changes in Equity
For the year ended 31 March 2025
| Attributable to shareholders of parent companies | |||||||||
| Non- | |||||||||
| Share | Demerger | Own share | Other | Retained | controlling | Total | |||
| capital | reserves | reserve | reserves | earnings | Total | interests | equity | ||
Notes | £’m | £’m | £’m | £’m | £’m | £’m | £’m | £’m | |
At 1 April 2024 | ( | ( | ( | ||||||
| Profit for the year | |||||||||
| Other comprehensive expense | ( | ||||||||
| Total comprehensive income | |||||||||
| Transactions with shareholders | |||||||||
| Share-based payment charges | 19(b) | ||||||||
| Deferred tax | 13 | ( | ( | ( | |||||
| Own shares purchased | 19(c) | ( | ( | ( | |||||
| Vesting and release of share awards | 19(b),(c) | ( | ( | ( | |||||
| Share buyback transactions | 19(a) | ( | ( | ( | ( | ||||
| Dividends paid | 9 | ( | ( | ( | |||||
| Total transactions with shareholders | ( | ( | ( | ( | ( | ||||
| At 31 March 2025 | ( | ( | ( | ||||||
At 1 April 2023 | ( | ( | ( | ||||||
Profit for the year | |||||||||
Other comprehensive expense | ( | ( | ( | ||||||
Total comprehensive income | ( | ||||||||
| Transactions with shareholders | |||||||||
| Share-based payment charges | 19(b) | ||||||||
| Deferred tax | 13 | ||||||||
| Own shares purchased | 19(c) | ( | ( | ( | |||||
| Vesting and release of share awards | 19(b),(c) | ( | |||||||
| Share buyback transactions | 19(a) | ( | ( | ( | ( | ||||
| Dividends paid | 9 | ( | ( | ( | |||||
Total transactions with shareholders | ( | ( | ( | ( | |||||
At 31 March 2024 | ( | ( | ( |
Ninety One Integrated Annual Report 2025
118
Consolidated Statement of
Cash Flows
For the year ended 31 March 2025
2025 | 2024 | ||
£’m | £’m | ||
| Notes | |||
Cash flows from operations – shareholders | 21(a) | ||
| Cash flows from operations – policyholders | 21(a) | ( | |
Cash flows from operations | |||
| Interest received | 6 | ||
| Interest paid in respect of lease liabilities | 21(b) | ( | ( |
Other interest paid | ( | ||
Dividends received from associates | |||
Income tax paid | ( | ( | |
Net cash flows from operating activities | |||
| Cash flows from investing activities | |||
Acquisition of investments | ( | ( | |
Disposal of investments | |||
Distribution from investments | |||
| Additions to property and equipment | 11 | ( | ( |
Net cash flows from investing activities | ( | ( | |
| Cash flows from financing activities | |||
| Principal elements of lease payments | 21(b) | ( | ( |
| Purchase of own shares | 19(c) | ( | ( |
| Share buybacks | 19(a) | ( | ( |
| Dividends paid | 9 | ( | ( |
Net cash flows from financing activities | ( | ( | |
| Cash and cash equivalents at 1 April | 21(c) | ||
| Net change in cash and cash equivalents | 21(c) | ||
| Effect of foreign exchange rate changes | 21(c) | ( | ( |
| Cash and cash equivalents at 31 March | |||
– Available for use by the Group (shareholders) | 15, 21(c) | ||
– Related to policyholders as presented within linked investments backing policyholder funds | 14, 21(c) |
Strategic ReportGovernanceFinancial StatementsAdditional Information
119
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
1. Basis of preparation and presentation of the consolidated
financial statements
Ninety One Integrated Annual Report 2025
120
Strategic ReportGovernanceFinancial StatementsAdditional Information
121
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
122
2025 | 2024 | |
£’m | £’m | |
| Revenue from external clients | ||
United Kingdom | 433.5 | 450.4 |
South Africa | 176.1 | 162.8 |
Rest of the world | 90.4 | 84.6 |
700.0 | 697.8 | |
Performance fees included in total revenue above | 27.5 | 30.6 |
2025 | 2024 | |
£’m | £’m | |
| Non-current assets | ||
United Kingdom | 67.3 | 69.6 |
South Africa | 2.7 | 3.2 |
Rest of the world | 18.5 | 21.9 |
88.5 | 94.7 |
Strategic ReportGovernanceFinancial StatementsAdditional Information
123
2025 | 2024 | ||
Notes | £’m | £’m | |
Staff expenses | 4(a) | 260.5 | 251.5 |
Deferred employee benefit scheme gain 1 | 5 | 2.7 | 4.0 |
| Depreciation of right-of-use assets | 12,21(a) | 9.3 | 9.6 |
| Depreciation of property and equipment | 11,21(a) | 4.5 | 3.9 |
| Auditors’ remuneration | 4(b) | 2.2 | 1.8 |
Client and retail fund administration | 42.1 | 37.5 | |
Other administrative expenses | 97.2 | 90.9 | |
418.5 | 399.2 |
2025 | 2024 | |
£’m | £’m | |
Salaries, wages and other related expenses | 217.1 | 210.8 |
Share-based payment expenses | 16.2 | 16.5 |
Social security costs | 16.9 | 14.4 |
Pension costs for defined contribution schemes | 10.3 | 9.8 |
260.5 | 251.5 |
Average number of employees | 2025 | 2024 |
Investments | 258 | 264 |
Client group and marketing | 277 | 277 |
Operations and central services | 668 | 646 |
1,203 | 1,187 |
2025 | 2024 | |
£’m | £’m | |
Fees payable to the auditors of the parent companies and their associates in respect of audits of the parent companies’ individual and consolidated financial statements | 0.4 | 0.4 |
| Fees payable to the auditors and their associates for audit and other services: | ||
Audits of the parent companies’ subsidiaries | 1.2 | 0.9 |
Audit-related assurance services | 0.3 | 0.3 |
Other assurance services | 0.3 | 0.2 |
2.2 | 1.8 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
124
5. Net gain on investments and other income
Net gain on investments relates to the changes in market value of the Group’s investments which are measured at fair value
through profit or loss and realised gain/loss on disposal of investments.
2025 | 2024 | ||
Notes | £’m | £’m | |
Deferred employee benefit scheme gain | 4 | 2.7 | 4.0 |
Gain on other investments | 1.9 | 1.2 | |
| Net gain on investments | 21(a) | 4.6 | 5.2 |
Foreign exchange loss | (1.8) | (1.0) | |
Subletting income | 1.5 | 2.0 | |
| Loss allowance in respect of financial asset | 26(b) | (0.5) | — |
Other income | 6.0 | 5.8 | |
9.8 | 12.0 |
2025 | 2024 | ||
Notes | £’m | £’m | |
Interest income from financial assets measured at amortised cost | 3.9 | 3.7 | |
Interest income from money market funds | 15.4 | 14.4 | |
| Interest income | 21(a) | 19.3 | 18.1 |
| Interest expense on lease liabilities | 21(b) | (3.3) | (3.5) |
Other interest expense | — | (0.4) | |
| Interest expense | 21(a) | (3.3) | (3.9) |
Strategic ReportGovernanceFinancial StatementsAdditional Information
125
2025 | 2024 | ||
Notes | £’m | £’m | |
Current tax – current year | 53.1 | 56.9 | |
Current tax – adjustment for prior years | 0.4 | (0.4) | |
Current tax expense | 53.5 | 56.5 | |
Deferred tax – current year | 0.7 | (3.6) | |
| Deferred tax expense/(credit) | 13 | 0.7 | (3.6) |
54.2 | 52.9 |
South Africa | United Kingdom | |||
2025 | 2024 | 2025 | 2024 | |
% | % | % | % | |
Effective rate of taxation | 26.5 | 24.4 | 26.5 | 24.4 |
Tax effect of non-deductible expenses | (1.5) | (0.5) | (1.5) | (0.5) |
Tax effect of Pillar Two 1 | (0.7) | — | (0.7) | — |
Adjustment to tax charge in respect of prior years | (0.2) | 0.2 | (0.2) | 0.2 |
Effect of different tax rates applicable in foreign jurisdictions | 2.9 | 2.9 | 0.9 | 0.9 |
Standard tax rate | 27.0 | 27.0 | 25.0 | 25.0 |
2025 | 2024 | |
£’m | £’m | |
Profit attributable to shareholders | 150.1 | 163.8 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
126
The calculation of the weighted average number of ordinary shares for the purpose of calculating basic and diluted earnings
per share is:
2025 | 2024 | |
| Number of | Number of | |
| shares | shares | |
Millions | Millions | |
Weighted average number of ordinary shares for the purpose of calculating basic EPS 1 | 874.0 | 890.3 |
Effect of dilutive potential shares – share awards | 0.3 | 3.5 |
Weighted average number of ordinary shares for the purpose of calculating diluted EPS | 874.3 | 893.8 |
Basic EPS (pence) | 17.2 | 18.4 |
Diluted EPS (pence) | 17.2 | 18.3 |
1. The share buyback and cancellation programmes (see note 19(a)) have resulted a decrease in weighted average number of ordinary shares of 4.9 million
(2024: 9.4 million).
8(b) Headline earnings and diluted headline earnings per share
The Group is required to calculate headline earnings per share (“HEPS”) in accordance with the JSE Listings Requirements,
determined by reference to circular 1/2023 “Headline Earnings” issued by the South African Institute of Chartered
Accountants.
There are no adjustments between profit attributable to shareholders and headline earnings for the years ended 31 March
2025 and 2024. As a result, HEPS and diluted HEPS are the same as basic EPS and diluted EPS.
2025 | 2024 | |||
| Pence per | Pence per | |||
share | £’m | share | £’m | |
Prior year’s final dividend paid | 58.7 | 62.2 | ||
Interim dividend paid | 5.4 | 48.5 | 5.9 | 53.6 |
11.8 | 107.2 | 12.6 | 115.8 |
Strategic ReportGovernanceFinancial StatementsAdditional Information
127
2025 | 2024 | |
£’m | £’m | |
| Non-current | ||
Deferred compensation investments | 24.7 | 29.3 |
Investments in unlisted investment vehicles | 20.4 | 16.1 |
Other investments | 3.5 | 4.0 |
48.6 | 49.4 | |
| Current | ||
Deferred compensation investments | 30.0 | 22.2 |
Seed investments | 4.7 | 3.2 |
34.7 | 25.4 |
| Leasehold | Computer | Fixtures and | ||
| improvements | equipment | fittings | Total | |
2025 | £’m | £’m | £’m | £’m |
| Cost | ||||
At 1 April | 26.5 | 11.8 | 3.5 | 41.8 |
Additions | 1.3 | 3.1 | — | 4.4 |
Disposals | (0.1) | (2.5) | (0.2) | (2.8) |
At 31 March | 27.7 | 12.4 | 3.3 | 43.4 |
| Accumulated depreciation | ||||
At 1 April | (7.8) | (9.9) | (2.8) | (20.5) |
Depreciation | (2.6) | (1.3) | (0.6) | (4.5) |
Disposals | 0.1 | 2.5 | 0.2 | 2.8 |
At 31 March | (10.3) | (8.7) | (3.2) | (22.2) |
Net book value at 31 March 2025 | 17.4 | 3.7 | 0.1 | 21.2 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
128
| Leasehold | Computer | Fixtures and | ||
| improvements | equipment | fittings | Total | |
2024 | £’m | £’m | £’m | £’m |
| Cost | ||||
At 1 April | 26.0 | 10.5 | 3.7 | 40.2 |
Additions | 0.6 | 1.9 | — | 2.5 |
Disposals | — | (0.2) | (0.1) | (0.3) |
Foreign exchange adjustment | (0.1) | (0.4) | (0.1) | (0.6) |
At 31 March | 26.5 | 11.8 | 3.5 | 41.8 |
| Accumulated depreciation | ||||
At 1 April | (5.7) | (9.2) | (2.3) | (17.2) |
Depreciation | (2.1) | (1.1) | (0.7) | (3.9) |
Disposals | — | 0.2 | 0.1 | 0.3 |
Foreign exchange adjustment | — | 0.2 | 0.1 | 0.3 |
At 31 March | (7.8) | (9.9) | (2.8) | (20.5) |
Net book value at 31 March 2024 | 18.7 | 1.9 | 0.7 | 21.3 |
Strategic ReportGovernanceFinancial StatementsAdditional Information
129
2025 | 2024 | ||
Notes | £’m | £’m | |
| Right-of-use assets – Office premises | |||
At 1 April | 72.0 | 76.7 | |
Additions and remeasurements | 2.4 | 5.4 | |
| Depreciation | 4 | (9.3) | (9.6) |
Foreign exchange adjustment | (0.4) | (0.5) | |
At 31 March | 64.7 | 72.0 | |
| Lease liabilities | |||
Current | 10.0 | 10.0 | |
Non-current | 76.6 | 84.7 | |
86.6 | 94.7 |
2025 | 2024 | |||
| Present value | Present value | |||
| of the minimum | Total minimum | of the minimum | Total minimum | |
| lease | lease | lease | lease | |
| payments | payments | payments | payments | |
£’m | £’m | £’m | £’m | |
Within one year | 10.0 | 12.8 | 10.0 | 13.0 |
Between one and five years | 34.2 | 41.8 | 35.1 | 43.7 |
Over five years | 42.4 | 45.6 | 49.6 | 54.2 |
86.6 | 100.2 | 94.7 | 110.9 |
2025 | 2024 | |
£’m | £’m | |
| Deferred tax assets arising from the following: | ||
Share awards and other employee benefits | 5.9 | 7.0 |
Deferred compensation payments | 22.1 | 21.9 |
Other temporary differences | 1.3 | 1.5 |
Gross deferred tax assets | 29.3 | 30.4 |
Less: Offset against deferred tax liabilities | (1.3) | (1.9) |
Deferred tax assets | 28.0 | 28.5 |
| Deferred tax liabilities arising from the following: | ||
Unrealised capital gain | 44.2 | 38.4 |
Other temporary differences | 1.0 | 1.8 |
Gross deferred tax liabilities | 45.2 | 40.2 |
Less: Offset against deferred tax assets | (1.3) | (1.9) |
Deferred tax liabilities 1 | 43.9 | 38.3 |
Net deferred tax liabilities | (15.9) | (9.8) |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
130
| Share awards | |||||
| and other | Deferred | Other | |||
| employee | compensation | temporary | Unrealised | Net deferred | |
| benefits | payments | differences | capital gain | tax liabilities | |
2025 | £’m | £’m | £’m | £’m | £’m |
At 1 April | 6.3 | 21.9 | 0.4 | (38.4) | (9.8) |
| (Charged)/credited to: | |||||
Profit or loss | (1.0) | 0.2 | 0.1 | — | (0.7) |
Other comprehensive income | 0.5 | — | — | — | 0.5 |
Directly to equity | (0.2) | — | — | — | (0.2) |
Policyholder funds | — | — | — | (5.7) | (5.7) |
Foreign exchange adjustment | 0.1 | — | — | (0.1) | — |
At 31 March | 5.7 | 22.1 | 0.5 | (44.2) | (15.9) |
| Share awards | |||||
| and other | Deferred | Other | |||
| employee | compensation | temporary | Unrealised | Net deferred | |
| benefits | payments | differences | capital gain | tax liabilities | |
2024 | £’m | £’m | £’m | £’m | £’m |
At 1 April | 6.0 | 19.2 | 0.4 | (24.4) | 1.2 |
| (Charged)/credited to: | |||||
Profit or loss | 0.3 | 3.5 | — | (0.2) | 3.6 |
Directly to equity | 0.1 | — | — | — | 0.1 |
Policyholder funds | — | — | — | (15.8) | (15.8) |
Foreign exchange adjustment | (0.1) | (0.8) | — | 2.0 | 1.1 |
At 31 March | 6.3 | 21.9 | 0.4 | (38.4) | (9.8) |
Strategic ReportGovernanceFinancial StatementsAdditional Information
131
Linked investments backing policyholder funds
The pooled portfolio of assets that is linked to policyholder investment contract liabilities was:
2025 | 2024 | |
£’m | £’m | |
| Quoted investments at fair value | ||
Equities | 761.3 | 743.9 |
Derivatives | 1.7 | (1.3) |
763.0 | 742.6 | |
| Unquoted investments at fair value | ||
Collective investment schemes | 7,833.6 | 7,024.0 |
Equities | 6.2 | 0.8 |
Debt instruments 1 | 2,598.3 | 2,466.0 |
Derivatives | (1.0) | 1.7 |
Cash and cash equivalents | 213.1 | 81.8 |
Unrecognised policyholder reduction 2 | (12.1) | (18.6) |
10,638.1 | 9,555.7 | |
11,401.1 | 10,298.3 |
1. This was referred to “interest-bearing stocks, debentures and other loans” in the prior year and has been renamed to better reflect the nature of these instruments.
2. Related to accrued surplus on policyholder funds yet to be transferred to shareholders.
The movements in linked investments backing policyholder funds were:
2025 | 2024 | ||
Notes | £’m | £’m | |
At 1 April | 10,298.3 | 9,962.6 | |
| Net fair value gains on linked investments backing policyholder funds | 21(a) | 636.5 | 563.7 |
| Net acquisition of linked investments backing policyholder funds | 21(a) | 309.1 | 516.3 |
| Net movement in cash and cash equivalents within linked investments backing | |||
policyholder funds | 133.8 | (9.5) | |
Foreign exchange adjustment | 23.4 | (734.8) | |
At 31 March | 11,401.1 | 10,298.3 |
Policyholder investment contract liabilities
The movements in policyholder investment contract liabilities were:
2025 | 2024 | ||
Notes | £’m | £’m | |
At 1 April | 10,278.5 | 9,967.3 | |
Investment income on linked investments backing policyholder funds | 484.2 | 468.6 | |
Net fair value gains on linked investments backing policyholder funds | 636.5 | 563.7 | |
Investment and administration expenses | (43.0) | (37. 2) | |
| Income tax expense – policyholders | (14.8) | (21.6) | |
Current tax expense – policyholders | (9.1) | (5.8) | |
| Deferred tax expense – policyholders | 13 | (5.7) | (15.8) |
Surplus transferred to shareholders | (45.5) | (42.7) | |
| Net fair value change in policyholder investment contract liabilities | 21(a) | 1,017.4 | 930.8 |
| Net contributions | 21(a) | 40.1 | 121.9 |
Foreign exchange adjustment | 23.7 | (741 .5) | |
At 31 March | 11,359.7 | 10,278.5 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
132
2025 | 2024 | |
£’m | £’m | |
Cash at bank | 114.3 | 81.3 |
Money market funds | 272.3 | 294.0 |
386.6 | 375.3 |
2025 | 2024 | |
£’m | £’m | |
| Non-current | ||
Deferred compensation liabilities | 26.3 | 31.2 |
Third party interests in consolidated funds | 4.8 | 1.8 |
31.1 | 33.0 | |
| Current | ||
Deferred compensation liabilities | 33.0 | 24.2 |
64.1 | 57.2 |
2025 | 2024 | ||
Notes | £’m | £’m | |
| Non-current | |||
Other receivables | 1.4 | 2.2 | |
Deposits | 0.3 | 0.3 | |
1.7 | 2.5 | ||
| Current | |||
| Trade receivables | 26(b) | 106.5 | 103.2 |
Subscription accounts receivable | 34.0 | 42.2 | |
Trade receivables related to policyholders | 50.1 | 58.8 | |
Other receivables 1 | 9.8 | 10.6 | |
Prepayments and deposits | 18.6 | 15.3 | |
219.0 | 230.1 |
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2025 | 2024 | |
£’m | £’m | |
Employee related payables | 122.9 | 124.1 |
Subscription accounts payable | 43.3 | 47.4 |
Commission payables | 25.6 | 25.0 |
Accrued expenses | 21.9 | 21.1 |
Trade payables related to policyholders 1 | 47.8 | 40.6 |
Other payables 1 | 11.8 | 14.6 |
273.3 | 272.8 |
2025 | 2024 | |||
| Number of | Nominal | Number of | Nominal | |
| shares | value | shares | value | |
Millions | £’m | Millions | £’m | |
| Ninety One plc | ||||
Ordinary shares of £0.0001 each, issued, allotted and fully paid 1 | ||||
Ordinary shares at 1 April | 622.6 | 0.1 | 622.6 | 0.1 |
Shares cancelled | (0.4) | — | — | — |
Ordinary shares at 31 March | 622.2 | 0.1 | 622.6 | 0.1 |
Special shares of £0.0001 each, issued, allotted and fully paid: 2 | ||||
Special converting shares at 1 April | 284.8 | — | 300.1 | — |
Shares redeemed | (10.2) | — | (15.3) | — |
Special converting shares at 31 March | 274.6 | — | 284.8 | — |
UK DAS share * | — * | — | ||
UK DAN share * | — * | — | ||
Special voting share * | — * | — | ||
Special rights share * | — * | — | ||
Ninety One plc balance at 31 March | 0.1 | 0.1 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
134
2025 | 2024 | |||
| Number of | Nominal | Number of | Nominal | |
| shares | value | shares | value | |
Millions | £’m | Millions | £’m | |
| Ninety One Limited | ||||
Ordinary shares with no par value, issued, allotted and fully paid 1 | ||||
Ordinary shares at 1 April | 284.8 | 418.6 | 300.1 | 441.1 |
Shares cancelled | (10.2) | (15.0) | (15.3) | (22.5) |
Ordinary shares at 31 March | 274.6 | 403.6 | 284.8 | 418.6 |
Special shares with no par value, issued, allotted and fully paid: 2 | ||||
Special converting shares at 1 April | 622.6 | — | 622.6 | — |
Shares redeemed | (0.4) | — | — | — |
Special converting shares at 31 March | 622.2 | — | 622.6 | — |
SA DAS share * | — * | — | ||
SA DAN share * | — * | — | ||
Special voting share * | — * | — | ||
Special rights share * | — * | — | ||
Ninety One Limited balance at 31 March | 403.6 | 418.6 | ||
Total ordinary shares in issue and share capital at 31 March | 896.8 | 403.7 | 907.4 | 418.7 |
| £’m | |
Distributable reserve (i) | 732.2 |
Merger reserve (ii) | 183.0 |
DLC reserve (iii) | (1,236.5) |
At 31 March 2025 and 2024 | (321.3) |
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| Foreign | |||
| Share-based | currency | ||
| payment | translation | ||
| reserve | reserve | Total | |
£’m | £’m | £’m | |
2025 | (iv) | (v) | |
At 1 April | 32.0 | (42.7) | (10.7) |
Foreign exchange differences on translation of foreign subsidiaries | — | 1.2 | 1.2 |
Share-based payment charges | 16.2 | — | 16.2 |
Vesting and release of share awards | (16.2) | — | (16.2) |
At 31 March | 32.0 | (41.5) | (9.5) |
| 2024 | |||
At 1 April | 29.6 | (36.2) | (6.6) |
Foreign exchange differences on translation of foreign subsidiaries | — | (6.5) | (6.5) |
Share-based payment charges | 16.5 | — | 16.5 |
Vesting and release of share awards | (14.1) | — | (14.1) |
At 31 March | 32.0 | (42.7) | (10.7) |
2025 | 2024 | |||
| Number of | Number of | |||
| shares | shares | |||
Millions | £’m | Millions | £’m | |
At 1 April | 23.3 | 49.8 | 22.6 | 51.4 |
Own shares purchased | 19.4 | 31.0 | 7.4 | 12.5 |
Own shares vested and released | (6.7) | (13.3) | (6.7) | (14.1) |
At 31 March | 36.0 | 67.5 | 23.3 | 49.8 |
20. Share-based payments
The equity settled expense charged to the statement of comprehensive income related to share-based payments
(excluding employer taxes) was:
2025 | 2024 | |
£’m | £’m | |
Ninety One plc LTIP and Ninety One Limited LTIP (note 20(a)(i)) | 16.2 | 16.5 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
136
2025 | 2024 | |
| Number of | Number of | |
| ordinary | ordinary | |
| shares | shares | |
Millions | Millions | |
Outstanding at 1 April | 21.0 | 21.5 |
Granted | 14.0 | 6.5 |
Vested | (7.8) | (6.6) |
Forfeited | (0.6) | (0.4) |
Outstanding at 31 March | 26.6 | 21.0 |
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21. Notes to the consolidated statement of cash flows
21(a) Reconciliation of cash flows from operations
2025 | 2024 | ||
Notes | £’m | £’m | |
| Cashflows from operations – shareholders | |||
Profit before tax | 204.3 | 216.8 | |
| Adjusted for: | |||
| Net gain on investments | 5 | (4.6) | (5.2) |
| Depreciation of property and equipment | 4 | 4.5 | 3.9 |
| Depreciation of right-of-use assets | 4 | 9.3 | 9.6 |
| Interest income | 6 | (19.3) | (18.1) |
| Interest expense | 6 | 3.3 | 3.9 |
Net loss of pension fund | 0.3 | 0.1 | |
Share of profit from associates | (2.4) | (1.3) | |
Share-based payment charges | 16.2 | 16.5 | |
| Working capital changes: | |||
Trade and other receivables | 2.4 | 25.5 | |
Trade and other payables | (6.6) | (36.2) | |
Other liabilities | 4.0 | 1.7 | |
211.4 | 217.2 | ||
| Cashflows from operations – policyholders | |||
| Adjusted for: | |||
| Net fair value gains on linked investments backing policyholder funds | 14 | (636.5) | (563.7) |
| Net fair value change in policyholder investment contract liabilities | 14 | 1,017.4 | 930.8 |
| Net contributions received from policyholders | 14 | 40.1 | 121.9 |
| Net acquisition of linked investments backing policyholder funds | 14 | (309.1) | (516.3) |
| Working capital changes: | |||
Trade and other receivables | 8.7 | 5.9 | |
Trade and other payables | 7.2 | 4.5 | |
Other movements | 5.8 | 15.8 | |
133.6 | (1.1) |
| Lease liabilities | |||
2025 | 2024 | ||
Notes | £’m | £’m | |
At 1 April | 94.7 | 102.7 | |
| Changes from cash flows: | |||
Principal elements of lease payments | (10.1) | (10.1) | |
Interest paid in respect of lease liabilities | (3.3) | (3.5) | |
Payment of lease liabilities | (13.4) | (13.6) | |
| Other changes: | |||
Additions and remeasurements of lease liabilities | 2.4 | 2.9 | |
| Interest expense on lease liabilities | 6 | 3.3 | 3.5 |
Foreign exchange adjustment | (0.4) | (0.8) | |
At 31 March | 86.6 | 94.7 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
138
21(c) Reconciliation of cash flow (including policyholders figures)
2025 | 2024 | |||||
Policyholders | Shareholders | Total | Policyholders | Shareholders | Total | |
£’m | £’m | £’m | £’m | £’m | £’m | |
Cash and cash equivalents at 1 April | 81.8 | 375.3 | 457.1 | 91.3 | 379.6 | 470.9 |
Net change in cash and cash equivalents | 133.6 | 11.6 | 145.2 | (1.1) | 4.7 | 3.6 |
Effect of foreign exchange rate changes | (2.3) | (0.3) | (2.6) | (8.4) | (9.0) | (17.4) |
Cash and cash equivalents at 31 March | 213.1 | 386.6 | 599.7 | 81.8 | 375.3 | 457.1 |
The above disclosures previously included in the Annexure to the Consolidated Financial Statements have now been
included in the Notes to the Consolidated Financial Statements.
Type of structured entity | Nature and purpose | Interest held by the Group |
Mutual funds | To manage assets on behalf of investors and | i) Shares or units issued by the funds |
| generate fees for the investment manager. | ii) Management fee and performance fee | |
| These vehicles are financed through the issue | ||
| of shares or units to investors. |
| Carrying amount | Investment | Management/ | |||
| included in the | management and | performance | |||
| Number of | AUM of | statement of | performance | fees receivable | |
| funds | the funds | financial position | fees for the year | as at year end | |
£’bn | £’m | £’m | £’m | ||
At 31 March 2025 | 125 | 56.0 | 277.0 | 341.4 | 33.7 |
At 31 March 2024 | 137 | 57.8 | 297.2 | 347.4 | 31.5 |
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2025 | 2024 | |
£’m | £’m | |
Short-term employee benefits | 3.7 | 3.6 |
Share-based payments | 2.9 | 3.4 |
6.6 | 7.0 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
140
| Financial | |||||
| Financial | instruments | ||||
| instruments at | measured at | Total financial | Non-financial | ||
| FVTPL | amortised cost | instruments | instruments | Total | |
2025 | £’m | £’m | £’m | £’m | £’m |
Investments | 83.3 | — | 83.3 | — | 83.3 |
Investment in associates | — | — | — | 2.6 | 2.6 |
Property and equipment | — | — | — | 21.2 | 21.2 |
Right-of-use assets | — | — | — | 64.7 | 64.7 |
Deferred tax assets | — | — | — | 28.0 | 28.0 |
Linked investments backing policyholder funds | 11,401.1 | — | 11,401.1 | — | 11,401.1 |
Trade and other receivables | — | 201.8 | 201.8 | 18.9 | 220.7 |
Pension fund asset | — | — | — | 0.7 | 0.7 |
Income tax recoverable | — | — | — | 3.2 | 3.2 |
Cash and cash equivalents | 272.3 | 114.3 | 386.6 | — | 386.6 |
Total assets | 11,756.7 | 316.1 | 12,072.8 | 139.3 | 12,212.1 |
Policyholder investment contract liabilities | (11,359.7) | — | (11,359.7) | — | (11,359.7) |
Other liabilities 1 | (64.1) | — | (64.1) | — | (64.1) |
Lease liabilities | — | (86.6) | (86.6) | — | (86.6) |
Trade and other payables 1 | — | (273.3) | (273.3) | — | (273.3) |
Income tax payable | — | — | — | (10.9) | (10.9) |
Deferred tax liabilities | — | — | — | (43.9) | (43.9) |
Total liabilities | (11,423.8) | (359.9) | (11,783.7) | (54.8) | (11,838.5) |
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| Financial | |||||
| Financial | instruments | ||||
| instruments at | measured at | Total financial | Non-financial | ||
| FVTPL | amortised cost | instruments | instruments | Total | |
2024 | £’m | £’m | £’m | £’m | £’m |
Investments | 74.8 | — | 74.8 | — | 74.8 |
Investment in associates | — | — | — | 1.4 | 1.4 |
Property and equipment | — | — | — | 21.3 | 21.3 |
Right-of-use assets | — | — | — | 72.0 | 72.0 |
Deferred tax assets | — | — | — | 28.5 | 28.5 |
Linked investments backing policyholder funds | 10,298.3 | — | 10,298.3 | — | 10,298.3 |
Trade and other receivables | — | 217.0 | 217.0 | 15.6 | 232.6 |
Pension fund asset | — | — | — | 2.7 | 2.7 |
Income tax recoverable | — | — | — | 11.6 | 11.6 |
Cash and cash equivalents | 294.0 | 81.3 | 375.3 | — | 375.3 |
Total assets | 10,667.1 | 298.3 | 10,965.4 | 153.1 | 11,118.5 |
Policyholder investment contract liabilities | (10,278.5) | — | (10,278.5) | — | (10,278.5) |
Other liabilities 1 | (57. 2) | — | (57. 2) | — | (57. 2) |
Lease liabilities | — | (94.7) | (94.7) | — | (94.7) |
Trade and other payables 1 | — | (272.8) | (272.8) | — | (272.8) |
Income tax payable | — | — | — | (9.4) | (9.4) |
Deferred tax liabilities | — | — | — | (38.3) | (38.3) |
Total liabilities | (10,335.7) | (367.5) | (10,703.2) | (47.7) | (10,750.9) |
1. The nature of other liabilities and employee related payables within trade and other payables is that of IAS 19 Employee Benefit obligations. Consequently these
are not within the scope of IAS 32 and IFRS 7. However, they have been included within the financial instruments disclosures in order to reflect the unavoidable
contractual obligation that the Group has to its employees.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
142
2025 | 2024 | |||||||
| Other financial | Other financial | |||||||
| assets | assets | |||||||
| Money market | measured at | Money market | measured at | |||||
funds | Cash at bank | amortised cost 1 | Total | funds | Cash at bank | amortised cost 1 | Total | |
£’m | £’m | £’m | £’m | £’m | £’m | £’m | £’m | |
AAA | 204.0 | — | — | 204.0 | 199.8 | — | — | 199.8 |
AA+ | 68.3 | — | — | 68.3 | 94.2 | — | — | 94.2 |
A+ | — | 81.7 | — | 81.7 | — | 69.5 | — | 69.5 |
A- | — | 2.2 | — | 2.2 | — | 2.3 | — | 2.3 |
BBB+ and lower | — | 30.1 | — | 30.1 | — | 9.2 | — | 9.2 |
Not rated | — | 0.3 | 106.5 | 106.8 | — | 0.3 | 103.2 | 103.5 |
Total | 272.3 | 114.3 | 106.5 | 493.1 | 294.0 | 81.3 | 103.2 | 478.5 |
2025 | 2024 | ||
Notes | £’m | £’m | |
Less than 30 days | 90.6 | 78.7 | |
Between 30 and 90 days | 15.7 | 24.5 | |
More than 90 days | 0.2 | — | |
17 | 106.5 | 103.2 |
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| Total | |||||
| One year | Between one | Over | contractual | Carrying | |
| or less | and five years | five years | cash flows | amount | |
2025 | £’m | £’m | £’m | £’m | £’m |
Lease liabilities | 12.8 | 41.8 | 45.6 | 100.2 | 86.6 |
Trade and other payables 1,2 | 273.3 | — | — | 273.3 | 273.3 |
Other liabilities 2 | 33.0 | 31.1 | — | 64.1 | 64.1 |
319.1 | 72.9 | 45.6 | 437.6 | 424.0 |
| Total | |||||
| One year | Between one | Over | contractual | Carrying | |
| or less | and five years | five years | cash flows | amount | |
2024 | £’m | £’m | £’m | £’m | £’m |
Lease liabilities | 13.0 | 46.1 | 61.2 | 120.3 | 94.7 |
Trade and other payables 1,2 | 272.8 | — | — | 272.8 | 272.8 |
Other liabilities 2 | 24.2 | 33.0 | — | 57.2 | 57. 2 |
310.0 | 79.1 | 61.2 | 450.3 | 424.7 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
144
2025 | 2024 | ||||
| A reasonable change | A reasonable change | ||||
| in the variable | Effect on | in the variable | Effect on | ||
| within the next | profit after | within the next | profit after | ||
| calendar year | tax and equity | calendar year | tax and equity | ||
% | £’m | % | £’m | ||
US Dollar against Sterling | Strengthen | 10 | 4.7 | 9 | 3.9 |
Weaken | 10 | (3.9) | 9 | (3.3) | |
Euro against Sterling | Strengthen | 4 | 0.7 | 4 | 0.3 |
Weaken | 4 | (0.6) | 4 | (0.3) | |
Interest rate | Increase | 0.3 | 0.7 | 0.3 | 0.7 |
Decrease | 0.8 | (2.2) | 0.9 | (2.4) |
Strategic ReportGovernanceFinancial StatementsAdditional Information
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Level 1 | Level 2 | Level 3 | Total | ||
2025 | Notes | £’m | £’m | £’m | £’m |
Deferred compensation investments | 10 | 54.7 | — | — | 54.7 |
| Seed investments | 10 | 4.7 | — | — | 4.7 |
| Unlisted investment vehicles | 10 | — | 2.4 | 18.0 | 20.4 |
| Other investments | 10 | — | 3.5 | — | 3.5 |
| Money market funds | 15 | 272.3 | — | — | 272.3 |
| Investments backing policyholder funds | 14 | 761.3 | 10,596.0 | 43.8 | 11,401.1 |
| Total financial assets measured at fair value | 25 | 1,093.0 | 10,601.9 | 61.8 | 11,756.7 |
| Policyholder investment contract liabilities | 14 | — | (11,359.7) | — | (11,359.7) |
| Other liabilities | 16 | — | (64.1) | — | (64.1) |
| Total financial liabilities measured at fair value | 25 | — | (11,423.8) | — | (11,423.8) |
| 2024 | |||||
Deferred compensation investments | 10 | 51.5 | — | — | 51.5 |
| Seed investments | 10 | 3.2 | — | — | 3.2 |
| Unlisted investment vehicles | 10 | — | 2.4 | 13.7 | 16.1 |
| Other investments | 10 | — | 4.0 | — | 4.0 |
| Money market funds | 15 | 294.0 | — | — | 294.0 |
| Investments backing policyholder funds | 14 | 743.9 | 9,485.9 | 68.5 | 10,298.3 |
| Total financial assets measured at fair value | 25 | 1,092.6 | 9,492.3 | 82.2 | 10,667.1 |
| Policyholder investment contract liabilities | 14 | — | (10,278.5) | — | (10,278.5) |
| Other liabilities | 16 | — | (57. 2) | — | (57. 2) |
| Total financial liabilities measured at fair value | 25 | — | (10,335.7) | — | (10,335.7) |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
146
Class of investments | Valuation technique | Key inputs |
| Collective investment | Quoted price | Quoted NAV of funds where majority of the underlying instruments are not |
| schemes | classified as level 1 investments. | |
Debt instruments | Evaluated price | Third party pricing service which uses a weighted combination of observable |
| market data related to the target instrument and comparable instrument. | ||
| Observable market data include trades, executable levels or indicative quotes. | ||
Quoted price | Quoted prices for identical or similar assets or liabilities in markets that are | |
| not active. | ||
Cost approach | Cost, being the last traded price of the investments plus interest accrual | |
Derivatives | Discounted cash flow | Interest rate and market curves |
Class of investments | Valuation technique | Significant unobservable inputs |
Private equity fund | Fund’s NAV as calculated | The fair values of the underlying investments of the fund were determined |
| by the General partners | using the EBITA multiples. The EBITA multiples range from 5.1 to 9.0. | |
Private credit fund | Fund’s NAV as calculated | The fair values of the underlying investments of the funds represent their |
| by the General Partners | probable realisation value, which is determined using unobservable inputs | |
| such as Internal Rate of Return (“IRR”). |
2025 | 2024 | |
Unlisted investment vehicles | £’m | £’m |
At 1 April | 13.7 | 8.0 |
Purchase | 3.8 | 5.1 |
Unrealised gain | 0.5 | 0.6 |
At 31 March | 18.0 | 13.7 |
2025 | 2024 | |
Investment backing policyholder funds | £’m | £’m |
At 1 April | 68.5 | 45.9 |
Disposal | (13.7) | (7.9) |
Transfer from level 2 | — | 27. 8 |
Unrealised (loss)/gain | (11.8) | 6.4 |
Foreign exchange adjustment | 0.8 | (3.7) |
At 31 March | 43.8 | 68.5 |
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28. Sanlam Transaction
The Group and Sanlam have agreed to establish an initial 15-year strategic relationship, under which Sanlam will appoint the
Group as its primary active asset manager for single-managed local and global products with preferred access to Sanlam’s
South African distribution network (the “Proposed Transaction”). As consideration for the Proposed Transaction, Sanlam
will receive a total of 125.7 million shares, comprising a combination of Ninety One plc and Ninety One Limited shares.
This allocation represents an approximate 12.3 percent equity stake in the Group, based on the Group’s total issued share
capital as of 31 March 2025. The Proposed Transaction is subject to various regulatory approvals. Upon completion of the
Proposed Transaction, the Group is expected to recognise an intangible asset equivalent to the consideration of the
Proposed Transaction, which is the fair value of shares issued by the Group on that date.
29. Events after the reporting date
Other than the dividend recommended by the Board presented in note 9, no event was noted after the reporting date that
would require disclosures in or adjustments to the consolidated financial statements.
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
148
Company name | Share class | Interest in % |
| Principal subsidiaries and associates held by Ninety One plc | ||
| United Kingdom | ||
| Registered office: 55 Gresham Street, London, EC2V 7EL | ||
Ninety One Fund Managers UK Limited | Ordinary | 100 |
Ninety One Global Limited 1 | Ordinary | 100 |
Ninety One International Limited | Ordinary | 100 |
Ninety One UK Holdings Limited | Ordinary | 100 |
Ninety One UK Limited | Ordinary | 100 |
| Australia | ||
| Registered office: Suite 3, Level 28, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000 | ||
Ninety One Australia Pty Limited | Ordinary | 100 |
| Canada | ||
| Registered office: 22 Adelaide Street West, 3400, Toronto, Ontario, Canada, M5H 4E3 | ||
Ninety One Canada Inc. | Ordinary | 100 |
| Guernsey | ||
| Registered office: First Floor, Dorey Court, Elizabeth Avenue, St. Peter Port, GY1 2HT | ||
Ninety One Africa Frontier Private Equity Fund GP Limited | Ordinary | 100 |
Ninety One Africa Private Equity Fund 2 GP Limited | Ordinary | 100 |
Ninety One Guernsey Limited | Ordinary | 100 |
Lango Real Estate Management Limited 2 | Ordinary | 37.5 |
Lango Co-Invest GP Limited | Ordinary | 100 |
Lango Co-Invest LP 2 | Partnership interest | 14.4 |
GIAP Manco Empowerment Limited 2 | Ordinary | 50 |
Ninety One Guernsey Nominees Limited | Ordinary | 100 |
Ninety One Guernsey Service Company Limited | Ordinary | 100 |
| Hong Kong | ||
| Registered office: Suite 1201-1206, 12/F, One Pacific Place, 88 Queensway, Admiralty | ||
Ninety One Hong Kong Limited | Ordinary | 100 |
| Luxembourg | ||
| Registered office: 2-4 Avenue Marie-Thérèse, L-2132 | ||
Ninety One Africa Credit Opportunities Fund 2 GP S.à r.l. | Ordinary | 100 |
Ninety One Global Alternative Fund 2 GP S.à r.l. | Ordinary | 100 |
Ninety One Global Alternative Fund 2 Carry SCSp | Partnership interest | 40 |
Ninety One Luxembourg S.A. | Ordinary | 100 |
| Saudi Arabia | ||
| Registered office: 7934, Al Safarjal, 3193 | ||
Ninety One Capital Company (Single Shareholder Company) | Joint stock | 100 |
Strategic ReportGovernanceFinancial StatementsAdditional Information
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Company name | Share class | Interest in % |
| Singapore | ||
| Registered office: 138 Market Street, #27-02 CapitaGreen, Singapore 048946 | ||
Ninety One Singapore Pte. Limited | Ordinary | 100 |
| Switzerland | ||
| Registered office: Dufourstrasse 49, 8008 Zurich | ||
Ninety One Switzerland GmbH | Ordinary | 100 |
| United Arab Emirates | ||
Registered office: 11, 6, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi | ||
Ninety One Gulf Capital Limited 3 | Ordinary | 100 |
| United States of America | ||
| Registered office: 2711 Centerville Road, Suite 400, Wilmington, 19808, New Castle | ||
Ninety One North America, Inc. | Ordinary | 100 |
| Principal subsidiaries and associates held by Ninety One Limited | ||
| South Africa | ||
| Registered office: 36 Hans Strijdom Avenue, Cape Town, 8001 | ||
Ninety One Africa Proprietary Limited 4 | Ordinary | 100 |
Ninety One Alternative Investments GP Proprietary Limited | Ordinary | 100 |
Ninety One Assurance Limited | Ordinary | 100 |
Ninety One Fund Managers SA (RF) Proprietary Limited | Ordinary | 100 |
Ninety One Investment Platform Proprietary Limited | Ordinary | 100 |
Ninety One SA Proprietary Limited | Ordinary | 100 |
Grayston Nominees Proprietary Limited | Ordinary | 100 |
| Botswana | ||
| Registered office: Deloitte House, Plot 64518, Fairgrounds, Gaborone | ||
Ninety One Botswana Proprietary Limited 5 | Ordinary | 90 |
Ninety One Botswana Employee Share Scheme Trust 6 | Unspecified | — |
Ninety One Fund Managers Botswana Proprietary Limited 5 | Ordinary | 90 |
| Namibia | ||
| Registered office: 24 Orban Street, Klein Windhoek, Windhoek | ||
Ninety One Asset Management Namibia (Proprietary) Limited 7 | Ordinary | 100 |
Ninety One Asset Management Namibia Staff Share Scheme Trust 6 | Unspecified | — |
Ninety One Fund Managers Namibia Limited 7 | Ordinary | 100 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2025
150
Annexure to the Consolidated Financial Statements
Consolidated Statement of Financial Position
(including policyholder figures)
At 31 March 2025
2025 2024
Policyholders Shareholders Total Policyholders Shareholders Total
£’m £’m £’m £’m £’m £’m
Assets
Investments — 48.6 48.6 — 49.4 49.4
Investment in associates — 2.6 2.6 — 1.4 1.4
Property and equipment — 21.2 21.2 — 21.3 21.3
Right-of-use assets — 64.7 64.7 — 72.0 72.0
Deferred tax assets — 28.0 28.0 — 28.5 28.5
Other receivables — 1.7 1.7 — 2.5 2.5
Pension fund asset — 0.7 0.7 — 2.7 2.7
Total non-current assets — 167.5 167.5 — 177.8 177.8
Investments — 34.7 34.7 — 25.4 25.4
Linked investments backing policyholder funds 11,401.1 — 11,401.1 10,298.3 — 10,298.3
Income tax recoverable 0.1 3.1 3.2 — 11.6 11.6
Trade and other receivables 50.1 168.9 219.0 58.8 171.3 230.1
Cash and cash equivalents — 386.6 386.6 — 375.3 375.3
Total current assets 11,451.3 593.3 12,044.6 10,357.1 583.6 10,940.7
Total assets 11,451.3 760.8 12,212.1 10,357.1 761.4 11,118.5
Liabilities
Other liabilities — 31.1 31.1 — 33.0 33.0
Lease liabilities — 76.6 76.6 — 84.7 84.7
Deferred tax liabilities 43.8 0.1 43.9 38.0 0.3 38.3
Total non-current liabilities 43.8 107.8 151.6 38.0 118.0 156.0
Policyholder investment contract liabilities 11,359.7 — 11,359.7 10,278.5 — 10,278.5
Other liabilities — 33.0 33.0 — 24.2 24.2
Lease liabilities — 10.0 10.0 — 10.0 10.0
Trade and other payables 47.8 225.5 273.3 40.6 232.2 272.8
Income tax payable — 10.9 10.9 — 9.4 9.4
Total current liabilities 11,407.5 279.4 11,686.9 10,319.1 275.8 10,594.9
Equity
Share capital — 403.7 403.7 — 418.7 418.7
Demerger reserves — (321.3) (321.3) — (321.3) (321.3)
Own share reserve — (67.5) (67.5) — (49.8) (49.8)
Other reserves — (9.5) (9.5) — (10.7) (10.7)
Retained earnings — 368.0 368.0 — 330.5 330.5
Shareholders’ equity excluding
non-controlling interests — 373.4 373.4 — 367.4 367.4
Non-controlling interests — 0.2 0.2 — 0.2 0.2
Total equity — 373.6 373.6 — 367.6 367.6
Total equity and liabilities 11,451.3 760.8 12,212.1 10,357.1 761.4 11,118.5
Strategic ReportGovernanceFinancial StatementsAdditional Information
151
Ninety One plc Company Financial Statements
Statement of Financial Position
At 31 March 2025
2025 2024
Notes £’m £’m
Assets
Investment in subsidiary undertaking
31 915.3 915.3
Total non-current assets 915.3 915.3
Amounts receivable from subsidiary undertakings
36(a) 1.2 0.8
Income tax recoverable 0.2 0.1
Cash and cash equivalents
32 29.4 8.2
Total current assets 30.8 9.1
Total assets 946.1 924.4
Liabilities
Trade and other payables 0.9 1.9
Income tax payable 1.3 —
Other liabilities 4.3 —
Total current liabilities 6.5 1.9
Equity
Share capital
19(a) 0.1 0.1
Demerger reserves
34 915.2 915.2
Share-based payments reserve
34 25.4 26.7
Own share reserve
35 (53.9) (42.8)
Retained earnings at 1 April 23.3 34.1
Profit for the year 82.6 41.3
Share buyback transactions (0.6) —
Dividends (52.5) (52.1)
Retained earnings 52.8 23.3
Total equity 939.6 922.5
Total equity and liabilities 946.1 924.4
The financial statements of Ninety One plc (registered number 12245293) were approved by the Board on 3 June 2025 and
signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Ninety One Integrated Annual Report 2025
152
Statement of Changes in Equity
For the year ended 31 March 2025
Share
capital
Demerger
reserves
Share-
based
payments
reserve
Own share
reserve
Retained
earnings
Total
equity
Notes £’m £’m £’m £’m £’m £’m
At 1 April 2024 0.1 915.2 26.7 (42.8) 23.3 922.5
Profit for the year — — — — 82.6 82.6
Transactions with shareholders
Share-based payment charges
34 — — 13.2 — — 13.2
Own shares purchased
35 — — — (22.8) — (22.8)
Share buyback transactions
19(a) — — — — (0.6) (0.6)
Vesting and release of share awards
34,35 — — (14.5) 11.7 — (2.8)
Dividends paid
33 — — — — (52.5) (52.5)
Total transactions with shareholders — — (1.3) (11.1) (53.1) (65.5)
At 31 March 2025 0.1 915.2 25.4 (53.9) 52.8 939.6
At 1 April 2023 0.1 915.2 25.1 (44.8) 34.1 929.7
Profit for the year — — — — 41.3 41.3
Transactions with shareholders
Share-based payment charges
34 — — 14.1 — — 14.1
Own shares purchased
35 — — — (10.4) — (10.4)
Vesting and release of share awards
34,35 — — (12.5) 12.4 — (0.1)
Dividends paid
33 — — — — (52.1) (52.1)
Total transactions with shareholders — — 1.6 2.0 (52.1) (48.5)
At 31 March 2024 0.1 915.2 26.7 (42.8) 23.3 922.5
Strategic ReportGovernanceFinancial StatementsAdditional Information
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Ninety One plc Company Financial Statements
Statement of Cash Flows
For the year ended 31 March 2025
2025 2024
Notes £’m £’m
Cash flows from operating activities
Profit before tax 83.9 41.3
Adjusted for:
Share-based payment charges
34 13.2 14.1
Dividend income from subsidiary undertaking
36(a) (86.7) (41.8)
Working capital changes:
Amounts receivable from subsidiary undertakings (0.4) 12.3
Amounts payable to subsidiary undertakings — (0.1)
Other liabilities 1.5 —
Trade and other payables (1.0) 0.2
Cash flows from operations 10.5 26.0
Dividends received 86.7 41.8
Income tax paid (0.1) (0.1)
Net cash flows from operating activities 97.1 67.7
Cash flows from financing activities
Dividends paid
33 (52.5) (52.1)
Purchase of own shares
35 (22.8) (10.4)
Share buyback
19(a) (0.6) —
Net cash flows from financing activities (75.9) (62.5)
Net change in cash and cash equivalents 21.2 5.2
Cash and cash equivalents at 1 April 8.2 3.0
Cash and cash equivalents at 31 March
32 29.4 8.2
Ninety One Integrated Annual Report 2025
154
Accounting policies
Basis of preparation
The separate financial statements of Ninety One plc (the “Company”) have been prepared on a going concern basis in
accordance with UK-adopted international accounting standards and in conformity with the requirements of the Companies
Act 2006 (the “Act”). The principal accounting policies adopted are the same as those set out in the notes to the Group’s
consolidated financial statements, where applicable.
The Company’s financial statements comprise the statement of financial position, statement of changes in equity and
statement of cash flows for the year ended 31 March 2025. The financial statements have been prepared on the historical
cost basis. The Company has taken advantage of the exemption in section 408 of the Act not to present its own income
statement and statement of comprehensive income in these financial statements.
31. Investment in subsidiary undertaking
Investment in subsidiary undertaking is held at cost less any accumulated impairment losses in accordance with IAS 27
Separate Financial Statements. A detailed listing of the Company’s direct and indirect subsidiaries is set out in note 30
to the Group’s consolidated financial statements.
£’m
At 31 March 2025 and 2024 915.3
32. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and money market funds that are readily convertible to a known amount
of cash and are subject to an insignificant risk of changes in value.
2025 2024
£’m £’m
Cash at bank 1.6 3.0
Money market funds 27.8 5.2
29.4 8.2
33. Dividends
The total ordinary dividends paid by the Company during the year were:
2025 2024
Pence per
share £’m
Pence per
share £’m
Prior year’s final dividend paid 6.4 28.4 6.7 27.7
Interim dividend paid 5.4 24.1 5.9 24.4
11.8 52.5 12.6 52.1
On 3 June 2025, the Board recommended a final dividend for the year ended 31 March 2025 of 6.8 pence per ordinary
share, an estimated £30.4 million in total. The dividend is expected to be paid on 7 August 2025 to ordinary shareholders
on the registers at the close of business on 18 July 2025.
Notes to the Company Financial Statements
For the year ended 31 March 2025
Strategic ReportGovernanceFinancial StatementsAdditional Information
155
34. Demerger reserves and share-based payments reserve
Demerger reserves
The Company was demerged from Investec in March 2020 and reserves were created during the demerger process
as below:
£’m
Distributable reserve (i) 732.2
Merger reserve (ii) 183.0
At 31 March 2025 and 2024 915.2
(i) Distributable reserve is available for future distributions by way of dividend, as explained in Note 19(b).
(ii) Merger reserve is a legally created reserve under section 612 of the Companies Act 2006.
Share-based payments reserve
The movements in share-based payments reserve during the year were:
2025 2024
£’m £’m
At 1 April 26.7 25.1
Share-based payment charges 13.2 14.1
Vesting and release of share awards (14.5) (12.5)
At 31 March 25.4 26.7
35. Own share reserve
The movements in own share reserve during the year were:
2025 2024
Number of
shares
Millions £’m
Number of
shares
Millions £’m
At 1 April 19.8 42.8 19.5 44.8
Own shares purchased 14.2 22.8 6.2 10.4
Own shares vested and released (5.8) (11.7) (5.9) (12.4)
At 31 March 28.2 53.9 19.8 42.8
36. Related parties
In the ordinary course of business, the Company carries out transactions with related parties, as defined by IAS 24.
Apart from those disclosed elsewhere in the financial statements, material transactions for the year were:
36(a) Balances and transactions with subsidiary undertakings
2025 2024
Balances with subsidiary undertakings £’m £’m
Amounts receivable from subsidiary undertakings 1.2 0.8
2025 2024
Transactions with subsidiary undertakings £’m £’m
Dividend income from subsidiary undertaking 86.7 41.8
Notes to the Company Financial Statements
Ninety One Integrated Annual Report 2025
156
36(b) Transactions with key management personnel
The key management personnel are defined as the Directors (both Executive and Non-Executive) of Ninety One plc. Certain
Directors are not paid directly by the Company but receive remuneration from companies within the Group, in respect of
their services to the larger group which includes the Company.
The remuneration related to key management personnel for employee services was:
2025 2024
£’m £’m
Short-term employee benefits 3.7 3.6
Share-based payments 2.9 3.4
6.6 7.0
37. Financial instruments
The Company’s exposure to price, foreign exchange, interest rate, credit and liquidity risk is not considered to be material
and, therefore, no further information is provided. The Company’s ECLs are assessed in line with the Group’s policy in note
26(b). The result of the ECL assessment showed an immaterial impact, therefore no loss allowance has been provided for
the years ended 31 March 2025 and 2024.
Cash and cash equivalents measured at FVTPL relates to money market funds which are classified as level 1 financial
instruments. Other liabilities measured at FVTPL relates to third party interests in consolidated funds which are classified
aslevel 2 financial instruments.
Carrying amounts of all financial assets and financial liabilities measured at amortised cost approximate to their fair value.
The carrying value of the financial instruments of the Company by category and reconciled to the Company’s statement
offinancial position were:
2025
Financial
instruments
measured at
FVTPL
Financial
liabilities
measured at
amortised cost
Total financial
instruments
Non-financial
instruments Total
£’m £’m £’m £’m £’m
Investment in subsidiary undertaking — — — 915.3 915.3
Income tax recoverable — — — 0.2 0.2
Amounts receivable from subsidiary undertakings — 1.2 1.2 — 1.2
Cash and cash equivalents 27.8 1.6 29.4 — 29.4
Total assets 27.8 2.8 30.6 915.5 946.1
Income tax payable — — — (1.3) (1.3)
Other liabilities (4.3) — (4.3) — (4.3)
Trade and other payables — (0.9) (0.9) — (0.9)
Total liabilities (4.3) (0.9) (5.2) (1.3) (6.5)
2024
Investment in subsidiary undertaking — — — 915.3 915.3
Income tax recoverable — — — 0.1 0.1
Amounts receivable from subsidiary undertakings — 0.8 0.8 — 0.8
Cash and cash equivalents — 8.2 8.2 — 8.2
Total assets — 9.0 9.0 915.4 924.4
Trade and other payables — (1.9) (1.9) — (1.9)
Total liabilities — (1.9) (1.9) — (1.9)
Strategic ReportGovernanceFinancial StatementsAdditional Information
157
Investing for a better tomorrow
Inhabiting most parts of the world, house sparrows are
associated with human habitation, and these birds are
equally at home in urban and rural settings. As opportunistic
eaters, they enjoy seeds found in plants, weeds and grains –
and are attracted to home and public bird-feeding stations.
Additional Information
Ninety One Integrated Annual Report 2025
158
Strategic ReportGovernanceFinancial StatementsAdditional Information
159
Glossary
Adjusted earnings attributable to shareholders
Calculated as profit after tax adjusted to remove
non-operating items.
Adjusted earnings per share (adjusted EPS)
Adjusted earnings attributable to shareholders divided by the
number of ordinary shares in issue at the end of the period.
Adjusted net interest income
Calculated as net interest income or expense adjusted to
exclude interest expense on lease liabilities for office
premises.
Adjusted operating expenses
Calculated as operating expenses adjusted to exclude
share scheme movement, corporate related professional
fees and deferred employee benefit scheme movements,
but adjusted to include subletting income and interest
expense on lease liabilities.
Adjusted operating profit
Calculated as adjusted operating revenue less adjusted
operating expenses.
Adjusted operating profit margin
Calculated as adjusted operating profit divided by adjusted
operating revenue.
Adjusted operating revenue
Calculated as net revenue, adjusted to include share of
profit from associates, net gain/loss on investments and
other income, but adjusted to exclude deferred employee
benefit scheme movements and subletting income.
AI
Artificial Intelligence.
AIFMD
Alternative Investment Fund Managers Directive.
AML
Anti-money laundering.
Assets under management (AUM)
The aggregate assets managed on behalf of clients. For
some private markets’ investments, the aggregate value
of assets managed is based on committed funds by clients;
this is changed to the lower of committed funds and net
asset value, in line with the fee basis. Where cross
investment occurs, assets and flows are identified and
the duplication is removed.
Average AUM
Calculated as the average of opening AUM for the year,
and the month end AUM for the subsequent 12 months.
Average exchange rate
Calculated as the average of the daily closing spot
exchange rates in the relevant period.
Average management fee rate
Management fees divided by average AUM (annualised
fornon-12 months periods), expressed in basis points.
Basic earnings per share (Basic EPS)
Profit attributable to shareholders divided by the weighted
average number of ordinary shares outstanding during the
period, excluding own shares held by Ninety One share
schemes.
Board
Includes the Board of Ninety One plc and the Board of
Ninety One Limited.
CDD
Customer due diligence.
Compensation ratio
Calculated as employee remuneration divided by adjusted
operating revenue.
COP
Conference of Parties.
CSI
Corporate Social Investment
Diluted earnings per share (diluted EPS)
Profit for the period attributable to shareholders divided by
the weighted average number of ordinary shares outstanding
during the period, plus the weighted average number of
ordinary shares that would be issued on the conversion of
all the potentially dilutive shares into ordinary shares.
Dual-listed company (DLC) structure
The arrangement whereby Ninety One plc and Ninety One
Limited operate as a single economic enterprise.
EBT
Employee benefit trust is a discretionary trust established
by Ninety One to hold cash or other assets for the benefit
of employees, such as to satisfy share awards.
EDGAR
Emissions Database for Global Atmospheric Research.
Employee remuneration
Calculated as staff expenses adjusted for share scheme
movements.
ESG
Environmental, social and governance.
Executive Directors
The Executive Directors of Ninety One plc and Ninety One
Limited, currently Hendrik du Toit and Kim McFarland.
Ninety One Integrated Annual Report 2025
160
Firm-wide investment performance
Calculated as the sum of the total market values for
individual portfolios that have positive active returns on a
gross basis expressed as a percentage of total AUM. Ninety
One’s percentage of firm outperformance is reported on
the basis of current AUM and therefore does not include
terminated funds. Total AUM excludes double-counting of
pooled products and third-party assets administered on
the South African fund platform. Benchmarks used include
cash, peer group averages, inflation and market indices as
specified in client mandates or fund prospectuses. For all
periods shown, market values are as at the period end date.
FRC
The Financial Reporting Council Limited incorporated and
registered in England.
FSCA
Financial Sector Conduct Authority.
GFANZ
Glasgow Financial Alliance for Net Zero.
Headline earnings per share (HEPS)
Ninety One is required to calculate HEPS in accordance
with JSE Listings Requirements, determined by reference
to circular 1/2023 ‘Headline Earnings’ issued by the South
African Institute of Chartered Accountants.
IIGCC
Institutional Investors Group on Climate Change.
Investment Association (IA)
The Investment Association is the trade body that represents
investment managers and asset management firms in the UK.
ILN
Investor Leadership Network.
Johannesburg Stock Exchange (JSE)
The exchange operated by the JSE Limited, a public
company incorporated and registered in South Africa,
under the Financial Markets Act.
Just Transition
Greening the economy in a way that is as fair and inclusive
as possible to everyone concerned, creating decent work
opportunities and leaving no one behind.
King IV™
King IV™ report on Corporate Governance for
South Africa, 2016.
London Stock Exchange (LSE)
The securities exchange operated by the London Stock
Exchange plc under the Financial Services and Markets Act
2000, as amended.
Management fees
Recurring fees net of commission expense.
NDC
Nationally Determined Contribution.
Net flows
The increase in AUM received from clients, less the
decrease in AUM withdrawn by clients, during a given
period. Where cross investment occurs, assets and flows
are identified, and the duplication is removed.
Net revenue
Represents revenue in accordance with IFRS, less
commission expense.
Ninety One (also “the Group”)
Ninety One plc and its subsidiaries and Ninety One Limited
and its subsidiaries.
Non-Executive Directors
The Non-Executive Directors of Ninety One plc and
Ninety One Limited as set out on pages 58-59.
Non-operating items
Include gains or losses on disposal of subsidiaries, adjusted
net interest income, share scheme movements, corporate-
related professional fees and tax on adjusting items, which
is calculated by applying relevant tax rates to the adjusting
items.
Non-qualifying assets
Comprise assets that are not available to meet regulatory
requirements.
OECD
Organisation for Economic Co-operation and Development.
Other income
Includes share of profit from associates, operating interest,
and gains or losses on foreign exchange and investments.
RCSA
Risk and Control Self-Assessment.
Strategic ReportGovernanceFinancial StatementsAdditional Information
161
Sanlam transaction
Ninety One and Sanlam have agreed to establish an initial
15-year strategic relationship, under which Sanlam will
appoint Ninety One as its primary active asset manager for
single-managed local and global products with preferred
access to Sanlam’s South African distribution network
(the“Proposed Transaction”).
As consideration for the Proposed Transaction, Sanlam
willreceive a total of 125.7 million shares, comprising a
combination of Ninety One plc and Ninety One Limited
shares. This allocation represents an approximate 12.3%
equity stake in Ninety One, based on the Group’s total
issued share capital as of 31 March 2025.
Furthermore, Sanlam has agreed to serve as an anchor
investor in Ninety One’s international private and specialist
credit investment strategies that meet its investment
requirements.
SBTi
Science Based Targets initiative.
Senior Independent Director
For the purposes of the UK Code and King IV™, any
reference to the Senior Independent Director in this
reportshould also be interpreted as referring to the
LeadIndependent Director.
SFDR
Sustainable Finance Disclosures Regulation.
SMI
Sustainable Markets Initiative.
South African (SA) fund platform
Ninety One’s South African fund platform (known as Ninety
One Investment Platform) offers access to both offshore
and local investment solutions for independent financial
advisors in South Africa. The platform predominantly comprises
third-party products and selected Ninety One funds.
TCFD
Task Force on Climate-related Financial Disclosures.
TNFD
Task Force on Nature-Related Financial Disclosures.
Torque ratio
The relative scale of net flows in relation to the overall size
of the business, expressed as a percentage. Calculated as
net flows for the relevant period divided by AUM as at the
first day of that period (annualised for non-12-month periods).
TPA
Transition Plan Assessment.
UK
United Kingdom
UK Code
UK Corporate Governance Code 2018.
UCITS
Undertaking for Collective Investment in Transferable
Securities Directive.
WACI
Weighted average carbon intensity.
Glossary
Ninety One Integrated Annual Report 2025
162
Shareholder Information
Forward-looking statements
This Integrated Annual Report does not constitute or form
part of any offer, invitation or inducement to any person to
underwrite, subscribe for or otherwise acquire or dispose
of securities in Ninety One nor should it be construed as
legal, tax, financial, investment or accounting advice. This
Integrated Annual Report may include statements that are,
or may be deemed to be, “forward-looking statements”.
These forward-looking statements may be identified by the
use of forward-looking terminology, including the terms
“believes”, “estimates”, “plans”, “projects”, “anticipates”,
“expects”, “intends”, “may”, “will” or “should” or, in each
case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions.
Forward-looking statements may and often do differ
materially from actual results. Any forward-looking
statements reflect Ninety One’s current view with respect
to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions
relating to the Ninety One business, results of operations,
financial position, liquidity, prospects, growth and
strategies. Forward-looking statements speak only
as of the date they are made.
Ninety One expressly disclaims any obligation or
undertaking to release publicly any updates or revisions
to any forward-looking statements contained in this
Integrated Annual Report or any other forward-looking
statements it may make whether as a result of new
information, future developments or otherwise.
FY 2026 financial calendar
Event Date
Q1 AUM update 18 July 2025
Annual General Meeting 23 July 2025
Half year end 30 September 2025
Q2 AUM update 14 October 2025
Interim results 17 November 2025
Q3 AUM update 16 January 2026
Financial year end 31 March 2026
Q4 AUM update 16 April 2026
Full-year results 3 June 2026
Share information
Ninety One plc shares are primary listed on the LSE, with
asecondary inward listing on the JSE. Ninety One Limited
shares are listed on the JSE.
Ninety One plc Ninety One Limited
ISIN: GB00BJHPLV88 ISIN: ZAE000282356
LSE share code: N91 JSE share code: NY1
JSE share code: N91
Electronic communications
In line with our purpose and with our ambition to be a better
firm, we encourage our shareholders to elect to receive
shareholder documentation electronically. This will help us
reduce the environmental impact caused by printing and
distributing hard copies. Shareholders in Ninety One can
visit www.investorcentre.com for more information and
toregister their communication preference.
Registrars
Transfer Secretaries in South Africa
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
Telephone (SA): 0861 100 933
Telephone: +27 (0) 11 370 5000
Website: www.computershare.com
Registrars in the United Kingdom
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Telephone: +44 (0)370 703 6027
Website: www.computershare.com
Company website
Our corporate website includes (among other information)
the electronic copy of this Integrated Annual Report
and copies of the latest as well as historic reports,
presentations and announcements. For more information
on Ninety One, visit www.ninetyone.com.
Corporate information
Independent auditors
PricewaterhouseCoopers
Corporate brokers
Investec Bank plc and Investec Bank Limited
J.P. Morgan Cazenove
JSE Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
Registered offices
Incorporated in England and Wales
Registration number 12245293
Ninety One Limited
36 Hans Strijdom Avenue
Cape Town, 8001
South Africa
Incorporated in the Republic of South Africa
Registration number 2019/526481/06
Contact us
Telephone: +44 (0) 20 3938 2000
Email: enquiries@ninetyone.com
Strategic ReportGovernanceFinancial StatementsAdditional Information
163
Notes
Ninety One Integrated Annual Report 2025
164
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