REG - Dunedin Inc.Growth - Annual Financial Report
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RNS Number : 6997Z Dunedin Income Growth Inv Tst PLC 09 April 2026
DUNEDIN INCOME GROWTH INVESTMENT TRUST PLC
Legal Entity Identifier (LEI): 549300PPXLZPR5JTL763
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 JANUARY 2026
Dividend yield(A) Net asset value total return per share(AB)
2026 6.2% 2026 8.2%
2025 5.0% 2025 9.0%
Share price total return per share(A) Revenue return per share
2026 13.8% 2026 13.6p
2025 8.4% 2025 13.8p
Ongoing charges(A) Discount to net asset value(AB)
2026 0.57% 2026 7.5%
2025 0.56% 2025 11.6%
(A) Alternative Performance Measure.
(B) With debt at fair value.
For further information, please contact:
Paul Finlayson
abrdn Fund Managers Limited
07990 130 451
Chairman's Statement
Highlights
- Total dividend of 19.10p per share, an increase of 34.5% compared to the
previous year.
- Dividend yield of 6.2% at the year end.
- 14.8 million shares bought back, representing 10.9% of issued share
capital.
- NAV total return of 8.2%.
- Share price total return of 13.8%.
Review of the Period
A key development during the year was the Board's announcement of a new
dividend policy, increasing the dividend by 34.5% and producing a share price
yield of 6.2%. Full details of the new policy are set out below. The Board has
made these changes in the expectation that they will lead to an increase in
demand for the Company's shares over time.
The Company delivered another period of solid NAV and share price performance
during the year ended 31 January 2026. The net asset value ("NAV") total
return was 8.2% and the share price total return was 13.8%, reflecting a
narrowing of the discount at which the shares trade to the NAV. (In the
financial year ended 31 January 2025, the NAV total return was 9.0% and the
share price total return
was 8.4%.)
However, performance for the year lagged the wider market by some margin, with
the benchmark FTSE All-Share Index producing a total return of 21.1%. While it
is disappointing to see the Company's NAV and share price underperform, the
benchmark's strong return was largely driven by returns in specific sectors,
namely, Banking, Aerospace & Defence and Basic Materials, to which your
Company had limited exposure. This positioning reflects the Investment
Manager's quality‑focused and sustainability‑aligned investment approach
which continued to face headwinds as investors favoured cheaper, more cyclical
stocks. Performance was also constrained by AI‑related uncertainty, which
led to some indiscriminate selling in technology and information services
companies within the portfolio, despite these holdings maintaining robust
operational performance. Overall, a small number of large benchmark
constituents not held in the portfolio, combined with style headwinds and
sentiment pressures, drove the relative underperformance.
Given the de-rating of higher Quality stocks, it is perhaps not surprising
that relative performance has been so challenged. However, the Investment
Manager believes that such stocks are now trading on highly attractive
valuations and is fully committed to maintaining its investment approach.
Performance can rebound quickly - when the Quality style returns to favour -
and the Investment Manager's strategy has delivered strong outperformance in
the past.
A more detailed review of performance for the year is included in the
Investment Manager's Review.
Sustainability and Responsible Investment Criteria
The Company remains committed to its sustainability ambitions which it
believes support long term investing, help identify companies with resilient
and growing dividends and is fully aligned with the Investment Manager's
process. Applying sustainable and responsible investing principles also
enables the Investment Manager to reduce risks in the portfolio. This is
achieved by excluding companies whose business models face significant
ESG-related threats, helping the Investment Manager identify companies
positioned to benefit positively from sustainability themes, and creating
opportunities for engagement to improve companies' performance and enhance
shareholder value.
During the year, the Board and Investment Manager spent considerable time
reviewing the negative screening criteria to ensure that they remain
appropriate to the Company's objectives. Following this work, the Board has
approved a number of changes which are expected to be introduced during the
first half of the current financial year. These changes are evolutionary in
nature and are designed to align with best practice, which has also evolved in
recent years, increase reporting transparency and provide the Investment
Manager with greater flexibility in managing the portfolio.
At the headline level, the most significant changes in terms of increasing the
Investment Manager's flexibility are to allow greater flexibility to invest in
Aerospace & Defence, permit investment in Nuclear Energy and modify
restrictions around investment in Natural Resource companies. As a
consequence, the negative screening criteria, which currently exclude
approximately 23% of the benchmark FTSE All-Share Index, will reduce the
exclusions to around 13%. More details of the updated criteria will be
published on the Company's website, in the Pre-investment Disclosure Document
and in future Annual Reports.
Earnings
Earnings per share for the year were 13.6p, slightly below the 13.8p reported
in the previous year. Investment income declined by 9.2% over the period
reflecting a reduction of 10.9% in the Company's capital base following
implementation of the share buy back programme. Notwithstanding this,
earnings growth from the underlying portfolio companies has generally remained
positive, underscoring the resilience of the portfolio. The Company has also
benefited from the receipt of a number of special dividends which provided an
additional uplift to income.
Income generated by options activities remained a contributor, accounting for
8.7% of total income, albeit this was lower than the 10.6% recorded in the
previous year.
Elsewhere, the Board has sought to control costs wherever possible and
believes that the Company's on-going charges ratio of 0.57% remains
competitive within the sector, underpinned by a low marginal investment
management fee of 0.25% charged on net assets above £425 million.
Dividends
As mentioned earlier, during the year the Board announced a significant
increase in dividend distributions, targeting at least 19.10p per share for
the year, representing 6.0% of the NAV as at 31 July 2025. This represents an
attractive yield compared to cash, the FTSE All-Share Index and peers in the
UK Equity Income sector. The Board also stated its intention to continue with
a progressive dividend policy with growth in absolute terms in future years
and building on the successful long-term track record of dividend increases.
The Company will fund the dividend from a combination of revenue and capital
generation, utilising one of the key advantages of the investment company
structure.
The Board's decision reflects the importance of dividends in the Company's
long term total return and their value to shareholders seeking reliable and
sustainable income. The Board has also observed the significant change in
corporate distribution policies which has seen UK companies increasingly
favour share buy backs over dividend distributions. The revised approach
therefore aligns better with this change in corporate behaviour.
The Board does not expect significant changes to the investment process as a
result of the new dividend policy. The Investment Manager will continue to
focus on high-quality companies and long-term capital and income growth,
supported by a disciplined investment approach and an integrated
sustainability focus. However, the policy will give the Company's portfolio
managers additional flexibility to focus on delivering total returns.
Three interim dividends amounting to 11.70p per share have already been paid.
The Board is proposing a final dividend of 7.40p per share, payable on 29 May
2026 to shareholders on the register on 8 May 2026. This will bring total
distributions to 19.10p per share for the year, equivalent to a dividend yield
of 6.2% based on the year end share price.
This represents the 42(nd) dividend increase in the past 46 years, with
distributions maintained in the other four years. In addition, having
increased the dividend in every year since 2011, the Company is classified by
the Association of Investment Companies as part of the 'Next Generation of
Dividend Heroes', which recognises those investment trusts that have raised
their dividend for between 10 and 19 consecutive years.
For future financial years, the Board expects to declare three equal interim
dividend payments followed by a balancing final dividend.
Gearing
The Company currently has two sources of gearing, a £30 million loan note
which matures in 2045, and a £30 million multi-currency revolving credit
facility that expires in August 2027. A Sterling equivalent of £19.6 million
was drawn down from the facility at the year end.
With debt valued at par, net gearing increased slightly from 10.9% to 11.3%
during the year. The Board believes that the prudent use of gearing will
enhance both revenue and capital returns over the long term. With the
revolving credit facility only partially drawn, the Investment Manager retains
flexibility should attractive additional investment opportunities arise.
Discount
With the Company's discount relatively wide at the last year end, the Board
continued to use the share buyback authority granted by shareholders at the
AGM. During the year, the Company bought back 14.8 million shares to hold in
treasury, representing 10.9% of the issued share capital. The weighted average
discount of the shares bought back was 8.9% and the buy backs provided an
accretion of 1.1% to the NAV per share. The discount at the end of the year
was 7.5% (2025: 11.6%).
The Board will seek to renew the buy back authority at the AGM and will
continue to repurchase shares when it considers this to be in shareholders'
best interests.
Alongside this, the Board and Investment Manager continue to focus on
improving relative performance, and delivering a targeted investor relations
and marketing programme, which are key to achieving a higher rating for the
Company's shares. The Board is particularly aware that relative investment
performance over the past two years has been below expectations and will
continue to monitor the Investment Manager closely and challenge the
investment process robustly in anticipation of improved performance.
Annual General Meeting ("AGM") and Online Shareholder Presentation
AGM
The AGM will be held at 12 noon on Thursday 21 May 2026 at Aberdeen's offices
at 18 Bishops Square, London, E1 6EG. The meeting will include a presentation
from the Investment Manager and will be followed by a buffet lunch. We
encourage all shareholders to complete and return the Proxy Form enclosed with
the Annual Report to ensure that your votes are represented at the meeting.
If you hold your shares in the Company on a platform via a nominee, please
note that the Association of Investment Companies has provided helpful
information on how to attend an AGM and how to vote investment company shares
held on some of the major platforms. This information can be found at:
www.theaic.co.uk/how-to-vote-your-shares
(http://www.theaic.co.uk/how-to-vote-your-shares)
Online Shareholder Presentation
In previous years, for those who are unable to attend the AGM or for anyone
who simply wishes to learn more about the Company, we have hosted an Online
Shareholder Presentation. Given the popularity of these events, we will be
hosting one again this year at 11 .00am on Friday 8 May 2026. At this event
you will receive a presentation from the Investment Manager and have the
opportunity to ask live questions of the Chairman and the Investment Manager.
Full details on how to register for the online event are available on the
Company's website.
Board Succession
Since the end of the year, the Board was pleased to announce the appointment
of Katrina Hart as an independent non-executive Director of the Company with
effect from 1 March 2026.
Katrina is an experienced non-executive director and has chaired a number of
investment company boards and, in accordance with the Articles of Association,
Katrina will stand for election at the AGM.
Katrina's appointment complements the appointment of Arun Kumar Sarwal on 1
February 2025 and brings the number of Directors on the Board back to five.
Outlook
As noted above, relative performance over the past year has been challenging.
Investors have favoured cyclical and value‑orientated sectors, while
high‑quality technology franchises and the UK mid‑cap segment - areas
where the Investment Manager sees many mis-priced opportunities - have
underperformed.
However, the Investment Manager believes that the portfolio's differentiated
positioning in high‑quality, resilient businesses is very attractively
valued with the valuation premium relative to the wider UK market compressed
to levels not seen for several years, despite the portfolio continuing to
exhibit strong profitability and balance sheet characteristics. The Investment
Manager remains focused on identifying sustainable businesses capable of
generating resilient income streams which should generate strong returns for
shareholders when supported by disciplined portfolio construction, selective
use of gearing and careful management of downside risk.
As I write, events in the Middle East are casting a long shadow over an
increasingly uncertain economic outlook, causing significant volatility in
bond, equity and commodity markets across the globe. Investors are grappling
with the prospect of a sustained oil price shock at a time when labour markets
are showing signs of weakness, inflation remains stubbornly above Central Bank
targets and against a backdrop of stretched government finances. Faced with
such a challenging cocktail of macro-economic forces, it does not require a
huge leap to envisage investors rotating out of lower quality, pro-cyclical
stocks and into more defensive and higher quality names. Time will tell.
Meanwhile, the introduction of a structurally higher dividend policy has
reinforced the Company's positioning as a highly differentiated proposition
within the largely homogeneous UK Equity Income sector. The Board will remain
vigilant in continuing to scrutinise our Investment Manager's performance and
the investment process and team that supports this. Over time, the Board
believes that the Company's distinct long term investment approach, together
with the new dividend policy, should support the objective of delivering
attractive shareholder returns and help the Company's shares trade closer to
NAV.
The Board remains grateful to shareholders for their continued support.
Howard Williams
Chairman
8 April 2026
Investment Manager's Review
Introduction
Over the twelve months to 31 January 2026, the Company delivered a solid
absolute net asset value ("NAV") total return of 8.2% and a share price total
return of 13.8%. Over the same period, the FTSE All‑Share Index returned
21.1%, meaning that the Company did not keep pace with a very strong market.
Relative underperformance was predominantly driven by lower returns from high
quality companies and partly by strong outperformance from sectors of the
market excluded by our sustainability criteria. Helping to offset these
dynamics were a number of exceptionally strong individual stock contributors,
while most companies held in the portfolio continued to deliver robust
operational results, including good earnings growth, strong cash generation
and ongoing capital returns.
Market Backdrop
The UK equity market delivered another exceptional return over the year,
reaching new all-time highs. Benchmark gains were driven by a relatively
narrow set of cyclical areas, with strength in Banking, Aerospace &
Defence and Basic Materials playing a prominent role. In contrast, the higher
quality part of the market lagged significantly. This was particularly evident
in Technology and Information Services, where concerns around the impact of
artificial intelligence ("AI") weighed on investor confidence, despite strong
underlying financial delivery. As an illustration, the MSCI UK Quality Index
was up just 5.1% over the period. It was also a period where we saw strong
returns from sectors which we are largely precluded from investing in given
our sustainability focus, namely Aerospace & Defence, Tobacco and Metals
& Mining. Rolls Royce (not held in the portfolio), for example was up over
100% over the course of the year. We estimate that the impact of
sustainability exclusions reduced returns by around 5%.
This matters for the Company because we are intentionally positioned to meet
our long-term objective of delivering consistent growth in both capital and
income. We run a high‑conviction portfolio, focused on selecting high
quality, financially resilient businesses with durable growth prospects and
attractive long‑term total return potential, within the Company's
sustainable and responsible investing approach. This combination typically
leads us to be more selective in the most cyclical parts of the market, and in
some sectors the sustainability framework further raises the hurdle for
investment. Over time, this emphasis on quality and resilience has tended to
support the Company's ability to protect capital and income in more difficult
markets, as we saw during Covid in 2020, or more briefly during the Tariff
Tantrum of early 2025, but it can be a headwind when investor optimism is
concentrated in the lowest‑valuation and more cyclical areas. Over the past
five years, the portfolio's companies have delivered faster earnings and
dividend growth than the market, reflecting this focus on strong underlying
business operations. However, the valuation rating that the wider market
trades on has recovered much faster than that of the underlying portfolio.
That effect was very much in evidence again during the year under review.
Importantly, we are not inflexible. We seek balance in the portfolio and will
invest in cyclical businesses where we have a high degree of confidence in
their long‑term return potential and believe their financial strength
enables them to navigate a range of economic outcomes. This would be well
reflected in our single largest position being a holding in TotalEnergies, a
cyclical and capital-intensive business but one which we think is best placed
to navigate the energy transition while consistently delivering attractive
distributions back to investors.
We also believe the opportunity set in UK mid‑caps is improving after a
prolonged period in which market returns were dominated by the largest
companies. Valuations in parts of the mid‑cap market remain more compelling
than we would typically expect in a market at all‑time highs, creating an
attractive environment for active stock selection (approximately 40% of the
portfolio is invested in companies with market capitalisations below £10
billion). We see several potential tailwinds that could support this market
segment over time, including easing financial conditions, enhanced share
buybacks and ongoing appetite from private and public acquirers for these
types of assets.
Performance Drivers
On the whole, portfolio holdings performed well operationally over the period,
with good financial delivery and robust shareholder returns. Within this,
there were an above average number of exceptional returns, with seven holdings
delivering share price gains in excess of 40%. Prudential delivered an
exceptional return of 81%, supported by strong new business profit delivery
and improving confidence in its outlook, alongside good capital generation and
shareholder returns, including buybacks. ASML gained 76% as rapid investment
in data centres and AI infrastructure supported order momentum, with customers
increasingly reliant on its advanced lithography systems for next generation
semiconductor development. Genus (+64%) also delivered a standout return,
reflecting a cyclical recovery alongside continued progress with its
innovative product development. NatWest (+62%) was a strong contributor,
helped by resilient results and a re-rating in the banking sector, with our
investment case supported by the company's strengthened balance sheet and
attractive shareholder distributions. Alongside these companies, closed life
book consolidator Chesnara (+47%) was rewarded for its acquisition of HSBC
Life (UK), Healthcare REIT Assura (+49%) was taken over and M&G (+59%)
benefitted from a return to growth in its asset management division.
Despite these areas of very strong performance, relative returns were held
back by strong gains from a small number of large companies not held in the
portfolio, AI‑related uncertainty over a portion of the holdings and several
weaker stock specific situations.
In terms of wider strength in the market, areas that we did not have exposure
to included Aerospace & Defence, Mining and Tobacco. This was driven by
our sustainability focus. Banks were also extremely strong and an area where
we have tended to be underweight given generally modest quality
characteristics. A lack of exposure to these areas was a significant
opportunity cost over the period.
During the second half of the year, investor concern increased about the pace
and scale of generative AI adoption and what that could mean for pricing power
and long-term growth assumptions across many segments of the market, including
Technology and Information Services. This is a segment of the market to which
we are attracted given high margins and returns, strong cash generation and
attractive revenue growth potential. We have been analysing these developments
closely for the past two years and recognise that the environment now carries
greater uncertainty. Our focus has therefore been on testing each company's
competitive advantage, its readiness to adapt to generative AI, the resilience
of its pricing model, and its financial capacity to fund that transition. This
work has been supported by extensive engagement with management teams, boards
and external experts.
As a result, we believe the market has moved ahead of the evidence, and that
fear has led to pockets of indiscriminate selling, leaving a number of
high‑quality franchises no longer priced for structural growth. In our
view, this reflects an overly pessimistic assumption that incumbents will
stand still. We instead expect the strongest businesses - those with products
that genuinely add value for customers, proactive management teams, sensible
capital allocation plans, and clear strategies to embed AI into products and
workflows - to protect and potentially strengthen their positions. While it
is early days, recent reporting would suggest accelerating revenue growth
rather than risks, and many of these companies have also significantly stepped
up their share buyback programmes to take advantage of overly discounted
valuations.
On the rarer occasions where our assessment of a company's quality or
prospects changes in a meaningful way, we act accordingly. In the first half
of the year, we exited two holdings where our conviction had reduced - the
long-standing holding Novo-Nordisk and the more recent addition Azelis,
reinforcing the discipline at the heart of our process. In both cases, the
shares weakened significantly after exit. Edenred's share price fell over the
year, primarily due to regulatory changes in Italy and Brazil that have
increased uncertainty around fee economics and profitability. Following
detailed analysis, including attending the company's Capital Markets Day in
Paris, we have added to the holding because we believe the current valuation
offers the potential for attractive total returns as the regulatory and
sentiment backdrop becomes clearer. We continually re-examine our assumptions
on total return potential and ensure valuation compensates for the risks being
taken, reallocating capital to higher conviction opportunities when that
balance no longer holds.
Portfolio Activity
Investment activity reflected our continued focus on delivering long‑term
returns while maintaining a balanced portfolio, with new positions funded by
trimming or exiting holdings that offered less compelling prospective returns.
With regards to the impact of AI, we backed our existing positions by adding
to RELX, Sage, and Softcat, where we believe share price weakness does not
reflect strong underlying fundamentals or the resilience provided by
proprietary data, customer relationships and embedded roles in mission
critical workflows
In the Consumer Staples sector, we added to Haleon. While its shares weakened
on slower North American growth, we believe its leading consumer health brands
and strengthening balance sheet support attractive earnings and dividend
growth relative to peers. In addition, we introduced Tesco, where we see an
attractive combination of resilience and self‑help. The business benefits
from a strong position in UK food retail, and we see scope for further
progress through multi‑channel execution and the continued development of
complementary profit streams. We funded this purchase by exiting Unilever,
where we judged prospective returns to be less attractive than the
opportunities available elsewhere.
We introduced two long‑standing watchlist holdings, Experian and Compass.
Experian provides data and analytics to businesses and consumers and, after
several years of investment in product expansion and an integrated platform,
we believe it is positioned for stronger growth, improving cash generation and
rising returns. Compass is a global catering leader, taking share in a large
addressable market with scope to apply US best practice to improve
profitability in Europe. Both companies offer a below market starting yield
but the potential for strong dividend growth which, alongside balance sheet
optionality, supports attractive prospective returns.
We also added LondonMetric, a specialist real estate company with a
diversified portfolio across logistics, convenience retail, healthcare and
leisure assets, which supports an attractive income profile and the potential
for modest growth. This was funded by exiting Primary Health Properties
following its successful acquisition of Assura, and recycling capital into a
holding we viewed as the stronger long-term income opportunity, supported by a
high-quality portfolio, a strong management team and a robust balance sheet.
Consistent with our view that the opportunity set for mid-caps is improving,
we introduced three new holdings. Baltic Classifieds is a market‑leading
digital classifieds platform in the Baltics with strong cash generation and
attractive long‑term growth characteristics. XPS Pensions is a pensions
advisory and administration business with a strong growth record, high revenue
visibility supported by regulatory tailwinds, and robust cash generation that
underpins an attractive and growing dividend. Kainos is a digital
transformation specialist serving public sector, healthcare and commercial
clients, and we see improving momentum alongside longer‑term opportunities
from its product pipeline.
In the Financials sector, we introduced Standard Chartered as we believe the
market has yet to fully reflect the improvement in its returns profile and the
growth potential in its wealth business, supported by its broad geographic
footprint. We also participated in the rights issue for Chesnara to finance
the acquisition of HSBC Life (UK) and subsequently reduced the position
meaningfully to manage risk as the transaction completed. We added to NatWest
in the volatility that followed 'Liberation Day', and the shares subsequently
recovered.
These purchases were funded through a combination of exits and reductions of
strong performers, including reductions in holdings such as Games Workshop,
Mercedes-Benz, Hiscox, ASML, AstraZeneca, Prudential, Genus and National Grid
along with exits from Morgan Sindall, Novo-Nordisk and Azelis.
Income
Investment income for the year was 9.2% lower than the preceding year, driven
mainly by the reduction in the Company's capital base due to share buy backs
(10.9% of the issued share capital was bought back during the year), We
continued to generate additional income from option writing.
During the year, the Company benefited from special dividends from Softcat,
and Volvo, alongside strong dividend increases from a number of portfolio
holdings including NatWest (+51%), London Stock Exchange (+15%) and Hiscox (+
15%). In contrast, Mercedes-Benz lowered its distributions following weaker
financial results impacted by global tariffs, exchange rate headwinds and
competition from China.
Outlook: A constructive view
Three developments leave us increasingly positive about the relative
performance prospects for the Company.
Firstly, with the developments in Iran, the investment backdrop is shaped by a
mix of geopolitical tensions, macroeconomic challenges and heightened
uncertainty. In this environment, we believe the value of resilience comes to
the fore, with companies that have durable business models, strong competitive
positions and robust balance sheets better placed to navigate uncertainty and
deliver attractive long‑term returns.
Secondly, the portfolio's differentiated positioning in high‑quality,
resilient businesses looks unusually well priced. The valuation premium
relative to the wider UK market has compressed to levels not seen in many
years, even though the portfolio continues to exhibit superior growth,
profitability and balance sheet strength.
Finally, the Company's structure provides additional flexibility to act when
opportunities arise. The combination of active discount management through
share buybacks, prudent gearing and an enhanced dividend policy gives us a
toolkit to enhance shareholder outcomes through the cycle while remaining
focused on long‑term total return.
We believe that this combination of high-quality companies delivering very
well operationally at extremely attractive valuations at a time of heightened
uncertainty positions the Company to navigate markets with confidence and
deliver the goal of growth in capital and income.
Ben Ritchie and Rebecca Maclean,
Aberdeen
8 April 2026
Portfolio
At 31 January 2026
Valuation Total Valuation
2026 assets 2025
Company Sector £'000 % £'000
TotalEnergies Oil, Gas and Coal 28,699 6.5 29,564
NatWest Banks 23,970 5.4 15,361
National Grid Gas, Water and Multi-utilities 18,693 4.2 28,807
Haleon Pharmaceuticals and Biotechnology 17,804 4.0 -
RELX Software and Computer Services 17,413 3.9 25,008
Prudential Life Insurance 15,585 3.6 13,060
London Stock Exchange Finance and Credit Services 14,413 3.3 22,874
AstraZeneca Pharmaceuticals and Biotechnology 13,457 3.0 22,179
Weir Group Industrial Engineering 13,183 3.0 10,166
Diageo Beverages 12,960 2.9 19,205
Ten largest investments 176,177 39.8
Tesco Personal Care, Drug and Grocery Stores 12,713 2.9 -
Gaztransport & Technigaz Oil, Gas and Coal 12,292 2.8 9,913
Taylor Wimpey Household Goods and Home Construction 12,072 2.7 9,607
LondonMetric Real Estate Investment Trusts 12,056 2.7 -
Convatec Medical Equipment and Services 11,883 2.7 13,086
Experian Industrial Support Services 11,698 2.6 -
Compass Consumer Services 11,263 2.5 -
Hiscox Non-life Insurance 11,045 2.5 10,555
Sirius Real Estate Real Estate Investment Trusts 10,973 2.5 11,334
ASML Technology Hardware and Equipment 10,875 2.5 9,785
Twenty largest investments 293,047 66.2
Oxford Instruments Electronic and Electrical Equipment 10,560 2.4 8,708
Genus Pharmaceuticals and Biotechnology 10,314 2.3 13,180
Sage Software and Computer Services 10,120 2.3 14,624
Softcat Software and Computer Services 10,000 2.2 9,994
Standard Chartered Banks 9,177 2.1 -
Genuit Construction and Materials 9,036 2.0 9,889
M&G Investment Banking and Brokerage Services 8,755 2.0 11,544
Games Workshop Leisure Goods 8,742 2.0 12,242
Telecom Plus Telecommunications Service Providers 8,714 2.0 10,303
Intermediate Capital Investment Banking and Brokerage Services 8,654 1.9 11,595
Thirty largest investments 387,119 87.4
Volvo Industrial Transportation 8,073 1.8 11,375
Chesnara Life Insurance 7,688 1.7 15,599
Baltic Classifieds Software and Computer Services 7,411 1.7 -
Edenred Industrial Support Services 7,399 1.7 10,136
XPS Pensions Investment Banking and Brokerage Services 6,897 1.6 -
Kainos Software and Computer Services 6,176 1.4 -
Mercedes-Benz Automobiles & Parts 4,387 1.0 10,154
Total investments 435,150 98.3
Net current assets(A) 7,729 1.7
Total assets less current liabilities(A) 442,879 100.0
(A) Excluding bank loan falling due within one year of £19,593,000 (2025 -
£18,907,000).
Sector Analysis
As at 31 January 2026
FTSE All-Share Portfolio Portfolio
Index weighting weighting weighting
2026 2026 2025
% % %
Energy Oil, Gas and Coal 8.5 9.3 8.3
8.5 9.3 8.3
Basic Materials Chemicals 0.3 - -
Industrial Metals and Mining 6.2 - -
Precious Metals & Mining 0.7 - -
7.2 - -
Industrials Aerospace & Defence 6.5 - -
Construction and Materials 0.5 2.0 4.1
Electronic and Electrical Equipment 0.9 2.4 1.8
General Industrials 0.7 - -
Industrial Engineering 0.6 3.0 2.1
Industrial Support Services 2.5 4.3 4.2
Industrial Transportation 0.8 1.8 2.4
12.5 13.5 14.6
Consumer Discretionary Automobiles & Parts 0.1 1.0 2.1
Consumer Services 1.3 2.5 -
Household Goods and Home Construction 0.8 2.7 2.0
Leisure Goods 0.2 2.0 26
Media 0.9 - 5.2
Personal Goods 0.2 - -
Retailers 1.4 - -
Travel & Leisure 1.8 - -
6.7 8.2 11.9
Health Care Medical Equipment and Services 0.5 2.7 2.7
Pharmaceuticals and Biotechnology 11.3 9.4 9.3
11.8 12.1 12.0
Consumer Staples Beverages 2.1 2.9 4.0
Food Producers 0.5 - -
Personal Care, Drug and Grocery Stores 6.8 2.9 6.8
Tobacco 4.1 - -
13.5 5.8 10.8
Real Estate Real Estate Investment & Services 0.3 - -
Real Estate Investment Trusts 1.8 5.2 4.9
2.1 5.2 4.9
Utilities Electricity 1.2 - · -
Gas, Water and Multi-utilities 3.3 4.2 6.0
4.5 4.2 6.0
Financials Banks 16.1 7.5 3.3
Finance and Credit Services 1.5 3.2 4.8
Investment Banking and Brokerage Services 3.1 5.5 4.8
Closed End Investments 5.4 - -
Life Insurance 2.6 5.3 6.0
Non-life Insurance 0.7 2.5 2.2
29.4 24.0 21.1
Technology Software and Computer Services 2.5 11.5 5.2
Technology Hardware and Equipment - 2.5 2.1
2.5 14.0 7.3
Telecommunications Telecommunications Service Providers 1.3 2.0 2.2
1.3 2.0 2.2
Total investments 100.0 98.3 99.1
Net current assets before borrowings(A) 1.7 0.9
Total assets less current liabilities(A) 100.0 100.0
(A) Excluding bank loan falling due within one year of £19,593,000 (2025 -
£18,907,000).
Performance
Ten Year Financial Record
Year ended 31 January 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Total revenue (£'000) 21,963 22,317 22,263 20,518 18,346 21,518 21,950 22,949 22,550 20,013
Per share (p)
Revenue return 12.55 12.64 12.68 12.08 10.90 12.87 13.02 13.54 13.82 13.64
Dividends paid/proposed 11.70 12.10 12.45 12.70 12.80 12.90 13.10 13.75 14.20 19.10
Revenue reserve(A) 10.51 11.16 11.54 10.94 9.07 9.05 8.97 8.99 9.85 6.29
Net asset value(B) 270.34 290.57 266.83 312.22 297.64 309.03 302.80 308.98 322.47 332.88
Total return(C) 43.83 30.83 (11.95) 58.57 (1.81) 23.78 1.92 15.45 23.90 22.00
Shareholders' funds (£'000) 415,810 442,384 401,731 469,806 448,293 464,579 448,605 445,815 428,528 393,526
(A) After payment of third interim and final dividends (see note 16 for
further details).
(B) With debt at fair value.
(C) Per Statement of Comprehensive Income.
Performance (total return)
1 year 3 year 5 year
% return % return % return
Total return (Capital return plus net dividends reinvested)
Net asset value(AB) 8.2 25.9 39.3
Share price(B) 13.8 21.5 35.5
FTSE All-Share Index 21.1 44.5 80.8
Capital return
Net asset value(A) 3.2 9.9 11.8
Share price 8.1 4.8 7.3
FTSE All-Share Index 17.0 29.5 51.3
(A) Cum-income NAV with debt at fair value.
(B) Considered to be an Alternative Performance Measure
Source: Aberdeen, Factset & Morningstar
Overview of Strategy (EXTRACT)
Business
The Company is an investment trust with its shares listed on the Main Market
of the London Stock Exchange.
Investment Objective
The Company's objective is to achieve growth of income and capital from a high
quality portfolio invested mainly in companies listed or quoted in the United
Kingdom or companies having significant operations and/or exposure to the
United Kingdom that meet the Company's sustainable and responsible investing
approach.
Investment Policy
In pursuit of its objective, the Company's investment policy is to deliver
income and long-term growth from investing mainly in equities and
equity-related securities of companies incorporated or domiciled in the United
Kingdom, or companies having significant operations and/or exposure to the
United Kingdom, that meet the Company's sustainable and responsible investing
approach.
The Company ensures that all equity and equity related securities adhere to
the Investment Manager's Sustainable Investment Approach.
The Company does not have a UK sustainable investment label under the
sustainability disclosure requirements and investment labels regime ("SDR").
While the Company has sustainability characteristics, it does not have a
sustainability objective. Sustainable investment labels are intended to help
investors find products that have a specific sustainability goal.
Management Process
The Investment Manager has discretion to actively manage the portfolio to
achieve a diverse asset mix at sector and stock level.
The Company incorporates sustainability characteristics through a combination
of positive allocation, negative exclusions, and corporate engagement. The
Company uses the Investment Manager's proprietary, forward-looking
Environmental Social and Governance ("ESG") tools to assess the sustainable
characteristics of investments and classifies holdings as Sustainable Leaders,
Solutions Providers and Transition companies.
The Investment Manager's internal ESG House Score and ESG Quality Score are
also used to identify and exclude companies exposed to the highest ESG risks.
For example, the Company will not invest in ESG Q 4 and 5 rated companies or
those with an ESG House Score in the bottom 10% of the investment universe. In
addition, a set of company exclusions are applied relating to the principles
of the UN Global Compact, tobacco manufacturing, thermal coal, oil & gas
and weapons.
Further, sustainability characteristics are targeted at the aggregate
portfolio level. The Company is committed to having a carbon footprint (Scope
1 and 2) of at least 20% below the FTSE All-Share Index.
The Company may also invest in other investment funds (including those managed
by the Investment Manager), money-market instruments and cash. These assets
may not adhere to the Company's investment objective but will not conflict
with the Company's sustainable and responsible investing approach and will
pass the Company's exclusionary screening criteria as agreed by the Board.
Risk Diversification
The Company maintains a diversified portfolio consisting, substantially, of
equity or equity-related securities, and it can invest in other financial
instruments. The Company is invested mainly in companies listed or quoted in
the United Kingdom and can invest up to 25% of its gross assets overseas.
It is the policy of the Company to invest no more than 15% of its gross assets
in other listed investment companies and no more than 15% of its gross assets
in any one company.
Gearing
The Board is responsible for determining the gearing strategy for the Company,
with day-to-day gearing decisions being made by the Manager within the remit
set by the Board. The Board has set its gearing limit at a maximum of 30% of
the net asset value at the time of draw down. Gearing is used selectively to
leverage the Company's portfolio in order to enhance returns where and to the
extent considered appropriate.
The Company may only make material changes to its investment policy (including
the level of gearing set by the Board) with the approval of shareholders in
the form of an ordinary resolution and the prior approval of the Financial
Conduct Authority ("FCA").
Delivering the Investment Objective and Policy
The Directors are responsible for determining the Company's investment
objective and investment policy.
Day-to-day management of the Company's assets has been delegated, via the
AIFM, to the Investment Manager.
Benchmark
The Company's benchmark is the FTSE All-Share Index (total return).
Performance is measured on a net asset value ("NAV") total return basis over
the long-term.
Dividend Policy
It is the stated intention of the Board to continue with a progressive
dividend policy with growth in absolute terms in future years.
Promoting the Success of the Company
The Board's statement below describes how the Directors have discharged their
duties and responsibilities over the course of the financial year under
section 172 (1) of the Companies Act 2006 and how they have promoted the
success of the Company for the benefit of the members as a whole.
Principal Risks and Uncertainties
The Board carries out a regular review of the risk environment in which the
Company operates, including changes to the environment and individual risks.
The Board also considers emerging risks which might affect the Company. The
Board receives updates from the Manager on the risks that could affect the
Company.
The Board has carried out a robust assessment of the Company's principal and
emerging risks, which include those that would threaten its business model,
future performance, solvency, liquidity or reputation. The principal risks and
uncertainties facing the Company at the current time, together with a
description of the mitigating actions the Board has taken, are set out in the
table below. In addition to these principal risks and uncertainties, the Board
considers that the development of Artificial Intelligence ("AI") presents
potential risks, both positive and negative, to businesses in almost every
sector. The extent of the risk presented by AI is extremely hard to assess at
this point but the Board considers that it is an emerging risk and, together
with the Manager, will monitor developments in this area.
Investment Performance risk is considered to have increased during the year
due to the underperformance of the Company against the benchmark index.
Geo-political risk is considered to have increased as a result of the conflict
in the Middle East since the end of the financial year. The trend of other
principal risks has not changed during the year.
Risk Mitigating Action
Investment objectives - a lack of demand for the Company's shares could result Board review. The Board formally reviews the Company's objectives and
in a widening of the discount of the share price to its underlying NAV and a strategies for achieving them on an annual basis, or more regularly if
fall in the value of its shares. appropriate, to ensure they remain relevant to shareholders.
Shareholder communication. The Board is cognisant of the importance of regular
communication with shareholders. Directors attend meetings with the Company's
largest shareholders and meet other shareholders at the Annual General Meeting
and, as explained in the Chairman's Statement, the Company will hold an online
shareholder presentation in advance of the Annual General Meeting this year,
including an interactive question and answer session. The Board reviews
shareholder correspondence and investor relations reports and also receives
feedback from the Company's Stockbroker.
Discount monitoring. The Board, through the Manager, keeps the level of
discount under constant review. The Board is responsible for the Company's
share buy back policy and is prepared to authorise the use of share buy backs
to provide liquidity to the market and try to limit volatility in the share
price and any widening of the discount.
Investment strategies - the Investment Manager acts outside the terms of the Adherence to investment guidelines. The Board sets investment guidelines and
management agreement or investment guidelines, leading to an adverse impact on restrictions which the Manager follows, covering matters such as asset
performance and a widening of the discount. allocation, diversification, gearing, currency exposure and use of
derivatives, as well as the Company's sustainable and responsible investment
criteria. These guidelines are reviewed regularly and the Manager reports on
compliance with them at
Board meetings.
Diversification. In order to ensure adequate diversification, the Board has
set absolute limits on maximum holdings and exposures in the portfolio at the
time of investment, which are in addition to the limits contained in the
Company's investment policy, including the following:
- No more than 10% of gross assets to be invested in any single stock; and
- The top five holdings should not account for more than 40% of gross
assets.
Investment performance - poor investment decisions, leading to Monitoring of performance. The Board reviews investment performance formally
underperformance, a loss of value for shareholders and a widening discount. at Board meetings where it receives a presentation on performance and the
outlook for the portfolio from the Investment Manager. The Board also keeps
under close review (inter alia) the Investment Manager's resources and
adherence to investment processes.
Management Engagement Committee. A detailed formal appraisal of the Manager is
carried out annually by the Management Engagement Committee.
Sustainable and responsible investing criteria - failure of the Company to Adherence to restrictions. The Board sets restrictions relating to the
adhere to its sustainable and responsible investment criteria, or Company's sustainable and responsible investment criteria, which the
non-compliance with applicable regulations, could lead to a loss of investor Investment Manager follows. These restrictions are reviewed regularly and the
confidence or accusations of greenwashing. Investment Manager reports on compliance with them at Board meetings.
Awareness of regulations. Through the regulatory risk controls stated below,
the Board is also aware of the relevant ESG regulations impacting the Company.
As set out in the Chairman's Statement, since the year end the Board has
approved a number of changes to the Company's sustainability criteria, which
are expected to be introduced during the first half of the current financial
year.
Income/dividends - the Company adopts an unsustainable dividend policy Revenue forecasting and monitoring. The Manager presents detailed forecasts of
resulting in cuts to or suspension of dividends to shareholders, income and expenditure at Board meetings, covering both the current and
or one which fails to meet investor demands. subsequent financial years. Dividend income received is compared to forecasts,
and variances analysed.
It is the stated intention of the Board to continue with a progressive
dividend policy with growth in absolute terms in future years.
Use of reserves. The Company has the ability to fund dividend distributions
from both accumulated revenue reserves and realised capital reserves.
Financial/market - insufficient oversight or controls over financial risks, Management controls. The Manager has a range of procedures and controls
including market risk, foreign currency risk, liquidity risk and credit risk relating to the Company's financial instruments, including a review of
could result in losses to the Company. investment risk parameters by its Investment Risk department and a review of
credit worthiness of counterparties by its Counterparty Credit Risk team.
Foreign currency hedging. It is not the Company's policy to hedge foreign
currency exposure but the Company may, from time to time, partially mitigate
it by drawing down borrowings in foreign currencies.
Board review. As stated above, the Board sets investment guidelines and
restrictions which are reviewed regularly and the Manager reports on
compliance with them at Board meetings.
Further details of the Company's financial instruments and risk management are
included in note 19 to the financial statements.
Gearing - gearing accentuates the effect of rises or falls in the market value Gearing restrictions. The Board sets gearing limits within which the Manager
of the Company's investment portfolio on its NAV. An inappropriate level of can operate.
gearing at a time of falling values could result in a significant fall in the
value of the Company's net assets and share price. Such a fall in the value of Monitoring. Both the limits and actual levels of gearing are monitored on an
the Company's net assets could result in a breach of loan covenants and ongoing basis by the Manager and at regular Board meetings. In the event of a
trigger demands for early repayment or require investments to be sold to meet possible impending covenant breach, appropriate action would be taken to
any shortfall. This could result in further losses. reduce borrowing levels.
Scrutiny of loan agreements. The Board takes advice from the Manager and the
Company's lawyers before approving details of loan agreements. Care is taken
to ensure that covenants are appropriate and unlikely to be breached.
Limits on derivative exposure. The Board has set limits on derivative
exposures and positions are monitored at regular Board meetings.
Regulatory - changes to, or failure to comply with, relevant regulations could Board awareness. The Directors have an awareness of the more important
result in fines, loss of reputation, reduced demand for the Company's shares regulations and are provided with information on changes by the Manager and
and potentially loss of an advantageous tax regime. the Association of Investment Companies. In terms of day to day compliance
with regulations, the Board is reliant on the knowledge and expertise of the
Manager. However, where necessary, the Board engages the service of external
advisers. In addition, all Directors attend relevant training courses and
seminars.
Management controls. The Manager's company secretariat and accounting teams
use checklists to aid compliance and these are backed by the Manager's
compliance monitoring programme and risk based internal audit investigations.
Operational (including cyber-crime) - the Company is reliant on services Agreements. Written agreements are in place defining the roles and
provided by third parties (in particular those of the Manager and the responsibilities of all third party service providers.
Depositary) and any control gaps and failures in their operations could expose
the Company to loss Internal control systems of the Manager. The Board receives reports on the
or damage. operation and efficacy of the Manager's IT and control systems, including
those relating to cyber-crime, and its internal audit and compliance
functions.
Safekeeping of assets. The Depositary is ultimately responsible for the
safekeeping of the Company's assets and its records are reconciled to those of
the Manager on a regular basis. Through a delegation by the Depositary, the
Company's investments and cash balances are held in segregated accounts by the
Depositary.
Monitoring of other third party service providers. The Manager monitors
closely the control environments and quality of services provided by third
parties, including those of the Depositary. This includes controls relating to
cyber-crime and is conducted through service level agreements, regular
meetings and key performance indicators. The Directors review reports on the
Manager's monitoring of third party service providers on a periodic basis.
Geo-political - the impact of current and future geo-political events could Board and Manager awareness. Geo-political events over which the Company has
result in losses to the Company. no control are always a risk. The Investment Manager's focus on quality
companies, the diversified nature of the portfolio and a managed level of
gearing all serve to provide a degree of protection in times of market
volatility.
Promotional Activities
The Board recognises the importance of promoting the Company to prospective
investors both for improving liquidity and enhancing the rating of the
Company's shares. The Board believes one effective way to achieve this is
through subscription to, and participation in, the promotional programme run
by Aberdeen on behalf of a number of investment trusts under its management.
The Company's financial contribution to the programme is matched by the
Manager. The Company also supports the Manager's investor relations programme
which involves regional roadshows, promotional and public relations campaigns.
The Manager's promotional and investor relations teams report to the Board on
a quarterly basis, giving analysis of the promotional activities as well as
updates on the shareholder register and any changes in the composition of the
register.
The purpose of the promotional and investor relations programmes is both to
communicate effectively with existing and prospective investors and to gain
new shareholders, with the aim of improving liquidity and enhancing the value
and rating of the Company's shares. Communicating the long-term attractions of
the Company is key. The promotional programme includes commissioning
independent paid-for research on the Company, most recently from Kepler Trust
Intelligence. A copy of the latest research note is available from the
Literature section of the Company's website.
Social and Human Rights Issues
The Company has no employees as the Board has delegated the day to day
management and administrative functions to the Manager. There are therefore no
disclosures to be made in respect of employees.
Modern Slavery Act
Due to the nature of its business, being a company that does not offer goods
and services to customers, the Board considers that the Company is not within
the scope of the Modern Slavery Act 2015. The Company is therefore not
required to make a slavery and human trafficking statement. In any event, the
Board considers the Company's supply chains, dealing predominantly with
professional advisers and service providers in the financial services
industry, to be low risk in relation to this matter.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from its operations, nor
does it have responsibility for any other emissions producing sources under
the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations
2013.
Under Listing Rule 11.4.22(R), the Company, as a closed ended investment
company, is exempt from complying with the Task Force on Climate-related
Financial Disclosures.
The portfolio's carbon intensity (Scope 1 & 2) is materially lower than
that of the FTSE All‑Share Index, reflecting a focus on less
carbon‑intensive business models.
The UK Stewardship Code and Proxy Voting
The Company supports the UK Stewardship Code and seeks to play its role in
supporting good stewardship of the companies in which it invests.
Responsibility for actively monitoring the activities of portfolio companies
has been delegated by the Board to the Manager, which has sub-delegated that
authority to the Investment Manager.
Aberdeen Group plc is a signatory to the UK Stewardship Code, which aims to
enhance the quality of engagement by investors with investee companies in
order to improve their socially responsible performance and the long term
investment return to shareholders. While delivery of stewardship activities
has been delegated to the Manager, the Board acknowledges its role in setting
the tone for the effective delivery of stewardship on the Company's behalf.
The Board has also given discretionary powers to the Manager to exercise
voting rights on resolutions proposed by the investee companies within the
Company's portfolio. The Manager reports on a quarterly basis on stewardship
(including voting) issues.
Viability Statement
The Board considers that the Company, which does not have a fixed life, is a
long term investment vehicle and, for the purposes of this statement, has
decided that five years is an appropriate period over which to consider its
viability. The Board considers that this period reflects a balance between
looking out over a long term horizon and the inherent uncertainties of looking
out further than five years.
Taking into account the Company's current position and the potential impact of
its principal risks and uncertainties, the Directors have a reasonable
expectation that the Company will be able to continue in operation and meet
its liabilities as they fall due for a period of five years from the date of
this Report.
In assessing the viability of the Company over the review period, the
Directors have focused upon the following factors:
- The principal risks and uncertainties detailed above and the steps taken
to mitigate these risks.
- The relevance of the Company's investment objective.
- The Company is invested in readily-realisable listed securities.
- The level of share buy backs carried out during the year and subsequent to
the year end.
- Although the Company's stated investment policy contains a maximum gearing
limit of 30% of the net asset value at the time of draw down, the Board's
policy is to have a relatively modest level of gearing and the financial
covenants attached to the Company's borrowings provide for significant
headroom.
- The ability of the Company to fund dividend payments from both accumulated
revenue reserves and realised capital reserves.
- The level of ongoing charges.
- The robustness of the operations of the Company's third party service
suppliers.
In making its assessment, the Board is also aware that there are other matters
that could have an impact on the Company's prospects or viability in the
future, including current and future geo-political events, economic shocks or
significant stock market volatility caused by other factors, and changes in
regulation or investor sentiment.
Outlook
The Board's view on the general outlook for the Company can be found in the
Chairman's Statement while the Investment Manager's views on the outlook for
the portfolio are included in its statement included above.
On behalf of the Board
Howard Williams
Chairman
8 April 2026
Promoting the Success of the Company
Introduction
Section 172 (1) of the Companies Act 2006 (the "Act") requires each Director
to act in the way he/she considers, in good faith, would be most likely to
promote the success of the Company for the benefit of its members as a whole.
The Board is required to describe to the Company's shareholders how the
Directors have discharged their duties and responsibilities over the course of
the financial year under that provision of the Act (the "Section 172
Statement"). This statement provides an explanation of how the Directors
have promoted the success of the Company for the benefit of its members as a
whole, taking into account, among other things, the likely long term
consequences of decisions, the need to foster relationships with all
stakeholders and the impact of the Company's operations on the environment.
The Purpose of the Company and Role of the Board
The purpose of the Company is to act as a vehicle to provide, over time,
financial returns (both income and capital) to its shareholders. Investment
trusts, such as the Company, are long-term investment vehicles and are
typically externally managed, have no employees, and are overseen by an
independent non-executive board of directors.
The Board, which throughout the year comprised independent non-executive
Directors with a broad range of skills and experience across all major
functions that affect the Company, retains responsibility for taking all
decisions relating to the Company's investment objective and policy, gearing,
corporate governance and strategy, and for monitoring the performance of the
Company's service providers.
The Board's philosophy is that the Company should operate in a transparent
culture where all parties are provided with the opportunity to offer practical
challenge and participate in positive debate which is focused on the aim of
achieving the expectations of shareholders and other stakeholders alike. The
Board reviews the culture and manner in which the Manager and Investment
Manager operate at its meetings and receives regular reporting and feedback
from the other key service providers. The Board works very closely with the
Manager and Investment Manager in reviewing how stakeholder issues are
handled, ensuring good governance and responsibility in managing the Company's
affairs, as well as visibility and openness in how the affairs are conducted.
The Company's main stakeholders have been identified as its Shareholders, the
Manager (and Investment Manager), Service Providers, Investee Companies, Debt
Providers and, more broadly, the environment and community at large.
How the Board Engages with Stakeholders
The Board considers its stakeholders at Board meetings and receives feedback
on the Manager's interactions with them.
Further details are included in the table below.
Stakeholder How We Engage
Shareholders Shareholders are key stakeholders and the Board places great importance on
communication with them. The Board welcomes all shareholders' views and aims
to act fairly between all of them. The Manager and Company's Stockbroker meet
regularly with current and prospective shareholders to discuss performance and
shareholder feedback is discussed by the Directors at Board meetings. In
addition, the Manager meets with analysts who cover the investment trust
sector and the Directors attend meetings with the Company's largest
shareholders and meet other shareholders at the Annual General Meeting.
The Company subscribes to the Manager's investor relations programme in order
to maintain communication channels, in particular, with the Company's
institutional shareholder base.
Regular updates are provided to shareholders through the Annual Report, Half
Yearly Report, monthly factsheets, Company announcements, including daily NAV
announcements, and the Company's website.
The Company's Annual General Meeting provides a forum, both formal and
informal, for shareholders to meet and discuss issues with the Directors and
Manager. The Board encourages as many shareholders as possible to attend the
Company's Annual General and to provide feedback on the Company. In addition
to the Annual General Meeting, this year the Company will again hold an online
shareholder presentation at which shareholders will receive updates from the
Chairman and Investment Manager and there will be the opportunity for an
interactive question and answer session. Further details are provided in the
Chairman's Statement.
Manager The Investment Manager's Review details the key investment decisions taken
(and Investment Manager) during the year. The Investment Manager has continued to manage the Company's
assets in accordance with the mandate provided by the Company, with the
oversight of the Board.
The Board regularly reviews the Company's performance against its investment
objective and the Board undertakes an annual strategy review meeting to ensure
that the Company is positioned well for the future delivery of its objective
for its stakeholders.
The Board receives presentations from the Investment Manager at every Board
meeting to help it to exercise effective oversight of the Investment Manager
and the Company's strategy.
The Board, through the Management Engagement Committee, formally reviews the
performance of the Manager at least annually.
Service Providers The Board seeks to maintain constructive relationships with the Company's
suppliers either directly or through the Manager, with regular communications
and meetings.
The Management Engagement Committee conducts an annual review of the
performance, terms and conditions of the Company's main service providers to
ensure they are performing in line with Board expectations, carrying out their
responsibilities and providing value for money.
Investee Companies Responsibility for actively monitoring the activities of portfolio companies
has been delegated by the Board to the Manager which has sub-delegated that
authority to the Investment Manager.
The Board has also given discretionary powers to the Manager to exercise
voting rights on resolutions proposed by the investee companies within the
Company's portfolio. The Manager reports on a quarterly basis on stewardship
(including voting) issues.
Through engagement and exercising voting rights, the Investment Manager
actively works with companies to improve corporate standards, transparency and
accountability
The Manager reports regularly to the Board on investment and engagement
activity.
Debt Providers On behalf of the Board, the Manager maintains a positive working relationship
with The Bank of America, N.A., London Branch, the provider of the Company's
multi-currency loan facility, and provides regular updates on business
activity and compliance with its loan covenants.
The Manager also provides regular covenant compliance certificates to the
holders of the Company's £30 million Loan Notes.
Environment and Community The Board and Manager are committed to investing in a sustainable and
responsible manner.
Specific Examples of Stakeholder Consideration During the Year
While the importance of giving due consideration to the Company's stakeholders
is not a new requirement, and is considered during every Board decision, the
Directors were particularly mindful of stakeholder considerations during the
following decisions undertaken during the year ended 31 January 2026. Each of
these decisions was made after taking into account the short and long term
benefits for stakeholders.
Investment Objective and Portfolio (including sustainable and responsible
investing criteria)
The Investment Manager's Review details the key investment decisions taken
during the year, including adherence to the Company's sustainable and
responsible investing criteria.
The overall shape and structure of the investment portfolio is an important
factor in delivering the Company's stated investment objective and is reviewed
at every Board meeting, including adherence to the Company's sustainable and
responsible investing criteria.
During the year, through the work of the Management Engagement Committee, the
Board decided that the continuing appointment of the Manager is in the best
interests of shareholders.
Dividend
During the year, and as explained in greater detail in the Chairman's
Statement, the Board announced that it would significantly increase dividend
distributions to shareholders such that, for the year ending 31 January 2026,
the Company's dividend was increased by 34.5% to 19.10p per share. This
provided a dividend yield of 6.2% at the end of the year, offering an
attractive yield compared to cash, the FTSE All-Share Index and peers in the
UK Equity Income sector.
Furthermore, the Board stated its intention to continue with a progressive
dividend policy with growth in absolute terms in future years from the
increased level, and building on the successful long-term track record of
dividend increases.
The Company has the ability to fund the dividend cost from a combination of
accumulated revenue reserves and realised capital reserves thus utilising one
of the key benefits of the investment trust structure.
Through meetings with shareholders and feedback from the Manager and the
Company's Stockbroker, the Board is conscious of the importance that
shareholders place on the level of dividends paid by the Company. The Board
therefore considers that that the increase in the dividend level is in the
interest of shareholders.
Share Buy Backs
During the year, the Company bought back 14.8 million Ordinary shares to be
held in treasury, at a cost of £43.3 million, providing an accretion of 1.1%
to the NAV per share and a degree of liquidity to the market at times when the
discount to the NAV per share had widened in normal market conditions. It is
the view of the Board that this policy is in the interest of all shareholders.
Shareholder Engagement
During the year, the Board met shareholders at the AGM which was held in
Edinburgh. The AGM will be held in London this year. The Board receives
feedback from the Stockbroker and the Manager following meetings with
shareholders and the Charman is available to meet with the Company's larger
shareholders. Shareholder letters addressed to the Board are shared with all
Directors and responded to directly by the Charman.
To encourage and promote stronger interaction and engagement with the
Company's shareholders, the Board will hold an interactive online shareholder
presentation which will be held at 11.00am on Friday 8 May 2026. At the
presentation, shareholders will receive updates from the Chairman and
Investment Manager and there will be the opportunity for an interactive
question and answer session. Details of how to register for the event can be
found on the Company's website.
In addition, the Chairman and the Manager recorded podcasts during the year
which are available on the Company's website, providing updates on performance
and the outlook for markets.
The Board considers that it is important to maintain an ongoing dialogue with
shareholders to properly understand their views and to communicate the actions
of the Board.
Board Succession
Having served for nine years, David Barron and Jasper Judd retired from the
Board on 22 May 2025. As explained in the Chairman's Statement and the
Directors' Report, as part of the Board's succession planning, and following a
search process, Arun Kumar Sarwal was appointed as an independent
non-executive Director on 1 February 2025 and as Chair of the Audit & Risk
Committee on 22 May 2025. Katrina Hart was appointed as an independent
non-executive Director on 1 March 2026.
New Board appointments seek to achieve a good balance of skills, experience,
gender and ethnicity. The Board believes that shareholders' interests are best
served by ensuring a smooth and orderly refreshment of the Board which serves
to provide continuity and maintain the Board's open and collegiate style.
On behalf of the Board
Howard Williams
Chairman
8 April 2026
Directors' Report (extract)
The Directors present their report and the audited financial statements for
the year ended 31 January 2026.
Results and Dividends
The financial statements for the year ended 31 January 2026 are contained
below. A first interim dividend of 3.20p per Ordinary share was paid on 29
August 2025 and second and third interim dividends, each of 4.25p per Ordinary
share, were paid on 28 November 2025 and 27 February 2026. The Directors
recommend a final dividend of 7.40p per Ordinary share, payable on 29 May 2026
to shareholders on the register on 8 May 2026. The ex-dividend date is 7 May
2026. A resolution to approve the final dividend will be proposed at the
Annual General Meeting.
Principal Activity and Status
The Company is registered as a public limited company (registered in Scotland
No. SC000881) and is an investment company within the meaning of Section 833
of the Companies Act 2006. The Company has been approved by HM Revenue &
Customs as an investment trust subject to it continuing to meet the relevant
eligibility conditions of Section 1158 of the Corporation Tax Act 2010 and the
ongoing requirements of Part 2 Chapter 3 Statutory Instrument 2011/2999. The
Directors are of the opinion that the Company has conducted its affairs for
the year ended 31 January 2026 so as to enable it to comply with the ongoing
requirements for investment trust status.
Individual Savings Accounts
The Company has conducted its affairs in such a way as to satisfy the
requirements as a qualifying security for Individual Savings Accounts. The
Directors intend that the Company will continue to conduct its affairs in this
manner.
Donations to Charity
The Board has previously decided that amounts of unclaimed dividends greater
than 12 years old, which are returned annually to the Company by the Registrar
in accordance with the Company Articles of Association, will be donated to
charity. Accordingly, the Company made a donation of £16,000 (2025: £20,000)
to the Aberdeen Group Charitable Trust, which directs funding to charities
around the world.
The Aberdeen Group Charitable Trust is a registered charity. Its board of
directors includes independent representation from the Aberdeen Group and
provides oversight and guidance for its charitable giving activities.
Capital Structure and Voting Rights
The issued Ordinary share capital at 31 January 2026 consisted of 120,197,609
Ordinary shares of 25p and 33,480,326 Ordinary shares held in treasury.
Each Ordinary share holds one voting right and shareholders are entitled to
vote on all resolutions which are proposed at general meetings of the Company.
The Ordinary shares, excluding treasury shares, carry a right to receive
dividends. On a winding up or other return of capital, after meeting the
liabilities of the Company, the surplus assets will be paid to Ordinary
shareholders in proportion to their shareholdings.
There are no restrictions on the transfer of, or voting rights attaching to,
the Ordinary shares in the Company other than certain restrictions which may
from time to time be imposed by law.
Management Agreement
The Company has appointed abrdn Fund Managers Limited ("aFML"), a wholly owned
subsidiary of Aberdeen Group plc, as its alternative investment fund manager.
aFML has been appointed to provide investment management, risk management,
administration and company secretarial services and promotional activities to
the Company. The Company's portfolio is managed by abrdn Investments Limited
("aIL) by way of a group delegation agreement in place between aFML and aIL.
In addition, aFML has sub-delegated administrative and secretarial services to
abrdn Holdings Limited and promotional activities to aIL. Details of the
management fees and fees payable for promotional activities are shown in notes
4 and 5 to the financial statements.
The management agreement is terminable on not less than six months' notice. In
the event of termination by the Company on less than the agreed notice period,
compensation is payable to the Manager in lieu of the unexpired notice period.
Substantial Interests
Information provided to the Company by major shareholders pursuant to the
FCA's Disclosure Guidance and Transparency Rules is published by the Company
via a Regulatory Information Service.
The table below sets out the interests in 3% or more of the issued share
capital of the Company, of which the Board was aware as at 31 January 2026.
Shareholder Number of shares held % held
Interactive Investor 31,926,663 26.6
Hargreaves Lansdown 16,186,574 13.5
AJ Bell 6,494,302 5.4
HSDL Stockbrokers 5,016,029 4.2
WM Thomson 4,735,997 3.9
EFG Harris Allday 4,272,111 3.6
Charles Stanley 4,105,091 3.4
Rathbones 3,933,849 3.3
There have been no changes notified to the Company between the year end and
the date of approval of this Report.
Directors
At the year end, the Board comprised four non-executive Directors, each of
whom is considered by the Board to be independent of the Company and the
Manager. Howard Williams is the Chairman and Christine Montgomery is the
Senior Independent Director.
Arun Kumar Sarwal was appointed as an independent non-executive Director on 1
February 2025. Following the year end, Katrina Hart was appointed as an
independent non-executive Director on 1 March 2026 and will stand for election
at the Annual General Meeting. David Barron and Jasper Judd retired as
Directors on 22 May 2025.
Under the terms of the Company's Articles of Association, Directors are
subject to election at the first Annual General Meeting after their
appointment and are required to retire and be subject to re-election at least
every three years thereafter. However, the Board has decided that all
Directors will retire annually. Accordingly, Gay Collins, Christine
Montgomery, Arun Kumar Sarwal and Howard Willliams will retire at the Annual
General Meeting and, being eligible, offer themselves for re-election.
The Board believes that all the Directors seeking election/re-election are
independent of the Manager and free from any relationship which could
materially interfere with the exercise of their judgement on issues of
strategy, performance, resources and standards of conduct. The Board believes
that each Director has the requisite high level and range of business,
investment and financial experience which enables the Board to provide clear
and effective leadership and proper governance of the Company. Following
formal performance evaluations, each Director's performance continues to be
effective and demonstrates commitment to the role, and their individual
performances contribute to the long-term sustainable success of the Company.
All of the Directors have demonstrated that they have sufficient time and
commitment to fulfil their directorial roles with the Company. The Board
therefore recommends the election/re-election of each of the Directors at the
Annual General Meeting.
The Directors attended scheduled Board and Committee meetings during the year
ended 31 January 2026 as follows (with their eligibility to attend the
relevant meetings in brackets):
Board Meetings Audit & Risk Committee Meetings Management Engagement Committee Meetings Nomination & Remuneration Committee Meetings
David Barron(A) 2 (2) - (-) - (-) - (-)
Gay Collins 5 (5) 2 (2) 1 (1) 1 (1)
Jasper Judd(B) 2 (2) 2 (2) - (-) - (-)
Christine Montgomery 5 (5) 2 (2) 1 (1) 1 (1)
Arun Kumar Sarwal 5 (5) 2 (2) 1 (1) 1 (1)
Howard Williams(C) 5 (5) 1 (1) 1 (1) 1 (1)
(A) David Barron retired as a Director on 22 May 2025. As Chairman of the
Boad he was not a member of the Audit & Risk Committee but attended by
invitation.
(B) Retired as a Director on 22 May 2025.
(C) Howard Williams was appointed as Chairman of the Board on 22 May 2025.
Since that date, he has not been a member of the Audit & Risk Committee
but attends by invitation.
The Board meets more frequently when business needs require.
Board's Policy on Tenure
In normal circumstances, it is the Board's expectation that Directors will not
serve beyond the Annual General Meeting following the ninth anniversary of
their appointment. However, the Board takes the view that independence of
individual Directors is not necessarily compromised by length of tenure on the
Board and that continuity and experience can add significantly to the Board's
strength. The Board believes that recommendation for re-election should be on
an individual basis following a rigorous review which assesses the
contribution made by the Director concerned, but also taking into account the
need for managed succession and diversity.
It is the Board's policy that the Chairman of the Board will not serve as a
Director beyond the Annual General Meeting following the ninth anniversary of
his or her appointment to the Board. However, this may be extended in
exceptional circumstances or to facilitate effective succession planning and
the development of a diverse Board. In such a situation the reasons for the
extension will be fully explained to shareholders and a timetable for the
departure of the Chairman clearly set out.
Board Diversity
The Board recognises the importance of having a range of skilled, experienced
individuals with the right knowledge represented on the Board in order to
allow it to fulfil its obligations. The Board also recognises the benefits,
and is supportive of, the principle of diversity in its recruitment of new
Board members, including diversity of thought, location and background. The
Board will not display any bias for age, gender, race, sexual orientation,
religion, ethnic or national origins, or disability in considering the
appointment of its Directors. In view of its size, the Board will continue to
ensure that all appointments are made on the basis of merit against the
specification prepared for each appointment. In doing so, the Board will take
account of the targets set out in the FCA's Listing Rules, which are set out
below.
The Board has resolved that the Company's year end date is the most
appropriate date for disclosure purposes.
Table for reporting on gender as at 31 January 2026
Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, Chair and SID) Number in executive management Percentage of executive management
Men 2 50% n/a n/a n/a
(note 3) (note 3) (note 3)
Women 2 50% (note 1)
Not specified/prefer not to say - -
Table for reporting on ethnic background as at 31 January 2026
Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, Chair and SID) Number in executive management Percentage of executive management
White British or other White 3 75% n/a n/a n/a
(including minority-white groups)
(note 3) (note 3) (note 3)
Asian/ Asian British 1 25% (note 2)
Not specified/prefer not to say - -
Notes:
1. Meets the target that at least 40% of Directors are women as set
out in LR 6.6.6R (9)(a)(i).
2. Meets the target that at least one Director is from a minority
ethnic background as set out in LR 6.6.6R (9)(a)(iii).
3. This column is not applicable as the Company is externally managed
and does not have any executive staff. Specifically, it does not have either a
CEO or CFO. The Board considers that the roles of Chairman of the Board,
Senior Independent Director and Chairs of the Audit & Risk Committee,
Nomination & Remuneration Committee and Management Engagement Committee
are senior Board positions and, accordingly, that the Company meets in spirit
the requirement that at least one of the senior Board positions is held by a
woman as set out in LR 6.6.6R (9)(a)(ii) .
Matters Reserved for the Board
The Board has a schedule of matters reserved to it for decision and the
requirement for Board approval on these matters is communicated directly to
the senior staff of the Manager. Such matters include strategy, gearing,
treasury and dividend policy. Full and timely information is provided to the
Board to enable the Directors to function effectively and to discharge their
responsibilities.
The Roles of the Chairman and Senior Independent Director
The Chairman is responsible for providing effective leadership of the Board,
demonstrating objective judgement and promoting a culture of openness and
debate. The Chairman facilitates the effective contribution and encourages
active engagement by each Director. In conjunction with the Company Secretary,
the Chairman ensures that Directors receive accurate, timely and clear
information to assist them with effective decision-making. The Chairman acts
upon the results of the Board evaluation process by recognising strengths and
addressing any weaknesses and also ensures that the Board engages with major
shareholders and that all Directors understand shareholder views.
The Senior Independent Director acts as a sounding board for the Chairman and
acts as an intermediary for other Directors, when necessary. Working closely
with the Nomination & Remuneration Committee, the Senior Independent
Director takes responsibility for an orderly succession process for the
Chairman, and leads the annual appraisal of the Chairman's performance. The
Senior Independent Director is also available to shareholders to discuss any
concerns they may have.
Directors' and Officers' Liability Insurance
The Company maintains insurance in respect of Directors' and Officers'
liabilities in relation to their acts on behalf of the Company. Each Director
is entitled to be indemnified out of the assets of the Company to the extent
permitted by law against any loss or liability incurred by him or her in the
execution of his or her duties in relation to the affairs of the Company.
These rights are included in the Articles of Association of the Company.
Management of Conflicts of Interest
The Board has a procedure in place to deal with a situation where a Director
has a conflict of interest. As part of this process, each Director prepares a
list of other positions held and all other conflict situations that may need
to be authorised either in relation to the Director concerned or his or her
connected persons. The Board considers each Director's situation and decides
whether to approve any conflict, taking into consideration what is in the best
interests of the Company and whether the Director's ability to act in
accordance with his or her wider duties is affected. Each Director is required
to notify the Company Secretary of any potential, or actual, conflict
situations that will need authorising by the Board. Authorisations given by
the Board are reviewed at each Board meeting.
No Director has a service contract with the Company although all Directors are
issued with letters of appointment. There were no contracts during, or at the
end of the year, in which any Director was interested.
The Company has a policy of conducting its business in an honest and ethical
manner. The Company takes a zero-tolerance approach to bribery and corruption
and has procedures in place that are proportionate to the Company's
circumstances to prevent them. The Manager also adopts a group-wide
zero-tolerance approach and has its own detailed policy and procedures in
place to prevent bribery and corruption. Copies of the Manager's anti-bribery
and corruption policies are available on
its website.
In relation to the corporate offence of failing to prevent tax evasion, it is
the Company's policy to conduct all business in an honest and ethical manner.
The Company takes a zero-tolerance approach to facilitation of tax evasion
whether under UK law or under the law of any foreign country and is committed
to acting professionally, fairly and with integrity in all its business
dealings and relationships.
Corporate Governance
The Company is committed to high standards of corporate governance. The Board
is accountable to the Company's shareholders for good governance and this
statement describes how the Company has applied the principles identified in
the UK Corporate Governance Code as published in January 2024 (the "UK Code"),
which is available on the Financial Reporting Council's (the "FRC") website:
frc.org.uk.
The Board has also considered the principles and provisions of the AIC
Corporate Governance Code as published in August 2024 (the "AIC Code"). The
AIC Code addresses the principles and provisions set out in the UK Code, as
well as setting out additional provisions on issues that are of specific
relevance to investment companies. The AIC Code is available on the AIC's
website: theaic.co.uk. It includes an explanation of how the AIC Code adapts
the principles and provisions set out in the UK Code to make them relevant for
investment companies.
The Board considers that reporting against the principles and provisions of
the AIC Code, which has been endorsed by the Financial Reporting Council
("FRC"), provides more relevant information to shareholders.
The Board confirms that, during the year, the Company complied with the
principles and provisions of the AIC Code and the relevant provisions of the
UK Code, except as set out below.
The UK Code includes provisions relating to:
- interaction with the workforce (provisions 2, 5 and 6);
- the role and responsibility of the chief executive (provisions 9 and 14);
- requirement of the chairman of a remuneration committee to have served on
a remuneration committee for at least 12 months prior to appointment
(provision 32); and
- executive directors' remuneration (provisions 33 and 36 to 41).
These provisions are not repeated in the AIC Code and the Board considers that
they are not relevant to the position of the Company, being an externally
managed investment company. In particular, all of the Company's day-to-day
management and administrative functions are outsourced to third parties. As a
result, the Company has no executive directors, employees or internal
operations. The Company has therefore not reported further in respect of these
provisions.
Full details of the Company's compliance with AIC Code can be found on its
website.
The Board is conscious of the updated provisions in the UK Code (provision 29)
and the AIC Code (provision 34), which are effective for accounting periods
beginning on or after 1 January 2026. These provisions relate to the reporting
by the Board on its monitoring and review of the Company's internal control
framework and a declaration by the Board of the effectiveness of the material
controls at the balance sheet date. It is the Board's intention that the
Company will comply with these updated provisions during the current financial
year and include the required disclosures in the Annual Report for the year
ended 31 January 2027.
Going Concern
The Company's assets consist mainly of equity shares in companies listed on
the London Stock Exchange and in most circumstances are considered to be
realisable within a short timescale. The Board has set limits for borrowing
and derivative contract positions and regularly reviews actual exposures, cash
flow projections and compliance with loan covenants. The Directors have
considered the fact that Company's investments comprise readily realisable
securities which can be sold to meet funding requirements if necessary. The
Directors have also performed stress testing on the portfolio and the loan
financial covenants.
Having taken these matters into account, the Directors believe that the
Company has adequate financial resources to continue in operational existence
for the foreseeable future and for at least twelve months from the date of
this Report. Accordingly, they continue to adopt the going concern basis of
accounting in preparing the financial statements.
Accountability and Audit
Each Director confirms that, so far as he or she is aware, there is no
relevant audit information of which the Company's Auditor is unaware, and they
have taken all the steps that they could reasonably be expected to have taken
as Directors in order to make themselves aware of any relevant audit
information and to establish that the Company's Auditor is aware of that
information.
Independent Auditor
The Company's Auditor, Deloitte LLP, has indicated its willingness to remain
in office. The Board will propose resolutions at the Annual General Meeting to
re-appoint Deloitte LLP as Auditor for the ensuing year and to authorise the
Directors to determine its remuneration.
Relations with Shareholders
The Directors place a great deal of importance on communications with
shareholders. Shareholders and investors may obtain up to date information on
the Company through its website.
The Board's policy is to communicate directly with shareholders and their
representative bodies without the involvement of the management group
(including the Company Secretary or the Manager) in situations where direct
communication is required, and representatives from the Board and Manager meet
with major shareholders on at least an annual basis in order to gauge their
views.
abrdn Holdings Limited has been appointed Company Secretary to the Company.
Whilst abrdn Holdings Limited is a wholly owned subsidiary of the Aberdeen
Group, there is a clear separation of roles between the Manager and Company
Secretary with different board compositions and different reporting lines in
place. The Company Secretary only acts on behalf of the Board, not the
Manager, and there is no filtering of communication.
At each Board meeting the Board receives full details of any communication
from shareholders to which the Chairman responds personally as appropriate.
Directors attend meetings with the Company's largest shareholders and meet
other shareholders at the Annual General Meeting and, as explained in the
Chairman's Statement, the Company will hold an online shareholder presentation
in advance of the Annual General Meeting this year, which will include an
interactive question and answer session.
The notice of the Annual General Meeting is sent out at least 20 working days
in advance of the meeting. All shareholders have the opportunity to put
questions to the Board and Manager at the meeting.
Annual General Meeting
The Annual General Meeting will be held at 18 Bishops Square, London E1 6EG at
12 noon on Thursday 21 May 2026.
By order of the Board
abrdn Holdings Limited
Company Secretary
1 George Street
Edinburgh EH2 2LL
8 April 2026
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with UK Accounting Standards, including FRS
102 'The Financial Reporting Standard Applicable in the UK and Republic of
Ireland'.
Under Company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period.
In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with
the Companies Act 2006. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the Company and to
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 Statement of Corporate Governance that comply with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website, but not
for the content of any information included on the website that has been
prepared or issued by third parties. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors confirm that to the best of their knowledge:
- the financial statements have been prepared in accordance with applicable
accounting standards and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company;
- the Annual Report taken as a whole, is fair, balanced and understandable
and it provides the information necessary to assess the Company's position and
performance, business model and strategy; and
- the Strategic Report and Directors' Report include a fair review of the
development and performance of the business and the position of the Company,
together with a description of the principal risks and uncertainties that the
Company faces.
On behalf of the Board
Howard Williams
Chairman
8 April 2026
Statement of Comprehensive Income
Year ended 31 January 2026 Year ended 31 January 2025
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Gains on investments 10 - 13,321 13,321 - 16,405 16,405
Foreign currency (losses)/gains - (698) (698) - 175 175
Income 3 20,013 - 20,013 22,550 - 22,550
Investment management fee 4 (641) (961) (1,602) (691) (1,036) (1,727)
Administrative expenses 5 (725) - (725) (898) - (898)
Net return before finance costs and taxation 18,647 11,662 30,309 20,961 15,544 36,505
Finance costs 6 (740) (1,110) (1,850) (827) (1,240) (2,067)
Return before taxation 17,907 10,552 28,459 20,134 14,304 34,438
Taxation 7 (685) - (685) (510) - (510)
Return after taxation 17,222 10,552 27,774 19,624 14,304 33,928
Basic and diluted return per Ordinary share (pence) 9 13.64 8.36 22.00 13.82 10.08 23.90
The column of this statement headed "Total" represents the profit and loss
account of the Company.
All revenue and capital items in the above statement derive from continuing
operations.
The accompanying notes are an integral part of the financial statements.
Statement of Financial Position
As at As at
31 January 2026 31 January 2025
Notes £'000 £'000
Non-current assets
Investments at fair value through profit or loss 10 435,150 472,652
Current assets
Debtors 11 3,605 3,292
Cash and cash equivalents 4,777 2,329
8,382 5,621
Creditors: amounts falling due within one year
Bank loan 12 (19,593) (18,907)
Other creditors 12 (653) (1,086)
(20,246) (19,993)
Net current liabilities (11,864) (14,372)
Total assets less current liabilities 423,286 458,280
Creditors: amounts falling due after more than one year 13 (29,760) (29,752)
Net assets 393,526 428,528
Capital and reserves
Called-up share capital 14 38,419 38,419
Share premium account 4,908 4,908
Capital redemption reserve 1,606 1,606
Capital reserve 327,027 359,775
Revenue reserve 16 21,566 23,820
Equity shareholders' funds 393,526 428,528
Net asset value per Ordinary share (pence) 17 327.40 317.55
The financial statements were approved and authorised for issue by the Board
of Directors on 8 April 2026 and were signed on its behalf by:
Howard Williams
Director
Company Number: SC000881
The accompanying notes are an integral part of the financial statements.
Statement of Changes in Equity
For the year ended 31 January 2026
Share Capital
Share premium redemption Capital Revenue
capital account reserve reserve reserve Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 January 2025 38,419 4,908 1,606 359,775 23,820 428,528
Return after taxation - - - 10,552 17,222 27,774
Repurchase of shares for Treasury - - (43,300) - (43,300)
Dividends paid 8 - - - - (19,476) (19,476)
Balance at 31 January 2026 38,419 4,908 1,606 327,027 21,566 393,526
For the year ended 31 January 2025
Share Capital
Share premium redemption Capital Revenue
capital account reserve reserve reserve Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 January 2024 38,419 4,908 1,606 376,996 23,886 445,815
Return after taxation - - - 14,304 19,624 33,928
Repurchase of shares for Treasury - - (31,525) - (31,525)
Dividends paid 8 - - - - (19,690) (19,690)
Balance at 31 January 2025 38,419 4,908 1,606 359,775 23,820 428,528
The Revenue reserve and the part of the Capital reserve represented by
realised capital gains represent the amount of the Company's reserves
distributable by way of dividend.
The accompanying notes are an integral part of the financial statements.
Statement of Cash Flows
Year ended Year ended
31 January 2026 31 January 2025
Notes £'000 £'000
Operating activities
Net return before finance costs and taxation 30,309 36,505
Adjustment for:
Gains on investments (13,321) (16,405)
Currency losses/(gains) 698 (175)
Decrease in accrued dividend income 11 116
Decrease/(increase) in other debtors excluding tax 14 (20)
Decrease in other creditors (32) (226)
Overseas withholding tax (1,023) (970)
Net cash flow from operating activities 16,656 18,825
Investing activities
Purchases of investments (135,747) (115,323)
Sales of investments 186,570 133,163
Net cash from investing activities 50,823 17,840
Financing activities
Interest paid (1,865) (2,007)
Dividends paid 8 (19,476) (19,710)
Buyback of Ordinary shares for treasury (43,678) (31,261)
Drawdown of Loan - 5,856
Net cash used in financing activities (65,019) (47,122)
Increase/(decrease) in cash and cash equivalents 2,460 (10,457)
Analysis of changes in cash and cash equivalents during the year
Opening balance 2,329 12,868
Effect of exchange rate fluctuations on cash held (12) (82)
Increase/(decrease) in cash as above 2,460 (10,457)
Closing balance 4,777 2,329
The accompanying notes are an integral part of the financial statements. A
reconciliation of the changes in net debt can be found in note 18.
Notes to the Financial Statements
For the year ended 31 January 2026
1. Principal activity
The Company is a closed-end investment company, registered in Scotland No.
SC000881, with its Ordinary shares being listed on the London Stock Exchange.
2. Accounting policies
(a) Basis of preparation and going concern. The financial statements have been
prepared under the historical cost convention, except for the revaluation of
financial instruments held at fair value through profit or loss. The financial
statements have been prepared in accordance with Financial Reporting Standard
102, the requirements of the Companies Act 2006 and with the AIC ("Association
of Investment Companies") Statement of Recommended Practice 'Financial
Statements of Investment Trust Companies and Venture Capital Trusts' issued in
July 2022. The financial statements are prepared in sterling which is the
functional currency of the Company and rounded to the nearest £'000. They
have also been prepared on the assumption that approval as an investment trust
will continue to be granted.
The Company's assets consist mainly of equity shares in companies listed on
the London Stock Exchange and in most circumstances are considered to be
realisable within a short timescale. The Board has set limits for borrowing
and derivative contract positions and regularly reviews actual exposures, cash
flow projections and compliance with loan covenants. The Directors have
considered the fact that Company's investments comprise readily realisable
securities which can be sold to meet funding requirements if necessary. The
Directors have also performed stress testing on the portfolio and the loan
financial covenants.
Having taken these matters into account, the Directors believe that the
Company has adequate financial resources to continue in operational existence
for the foreseeable future and for at least twelve months from the date of
this Report. Accordingly, they continue to adopt the going concern basis of
accounting in preparing the financial statements.
Critical accounting judgements and key sources of estimation uncertainty. The
preparation of financial statements requires the use of certain significant
accounting judgements, estimates and assumptions which requires management to
exercise its judgement in the process of applying the accounting policies
which are continually evaluated. The Board considers that there are no
accounting judgements, estimates and assumptions which would significantly
impact the financial statements.
(b) Revenue, expenses and interest payable. Income from equity investments (other
than special dividends), including taxes deducted at source, is included in
revenue by reference to the date on which the investment is quoted
ex-dividend. Special dividends are credited to revenue or capital according to
the circumstances. Foreign income is converted at the exchange rate applicable
at the time of receipt. Interest receivable on short term deposits and
expenses are accounted for on an accruals basis. Income from underwriting
commission is recognised as earned. Interest payable is calculated on an
effective yield basis. Stock lending income is recognised on an accruals
basis.
Underwriting commission is taken to revenue, unless any shares underwritten
are required to be taken up, in which case the proportionate commission
received is deducted from the cost of the investment.
Expenses are charged to capital when they are incurred in connection with the
maintenance or enhancement of the value of investments. In this respect, the
investment management fee and relevant finance costs, including the
amortisation of expenses, are allocated between revenue and capital in line
with the Board's expectation of returns from the Company's investments over
the long-term of 40% to revenue and 60% to capital.
(c) Investments. Investments have been designated upon initial recognition as fair
value through profit or loss. Investments are recognised and de-recognised at
trade date where a purchase or sale is under a contract whose terms require
delivery within the timeframe established by the market concerned, and are
measured initially at fair value. Subsequent to initial recognition,
investments are recognised at fair value through profit or loss. For listed
investments, this is deemed to be bid market prices or closing prices for SETS
stocks sourced from the London Stock Exchange. SETS is the London Stock
Exchange electronic trading service covering most of the market including all
FTSE All-Share and the most liquid AIM constituents. Gains or losses arising
from changes in fair value are included in net profit or loss for the period
as a capital item in the Statement of Comprehensive Income.
(d) Dividends payable. Final dividends payable to equity shareholders are
recognised in the financial statements when they have been approved by
Shareholders and become a liability of the Company. Interim dividends are
recognised in the financial statements in the period in which they are paid.
(e) Nature and purpose of reserves
Called-up share capital. The Ordinary share capital on the Statement of
Financial Position relates to the number of shares in issue and in treasury.
Only when the shares are cancelled, either from treasury or directly, is a
transfer made to the capital redemption reserve.
Share premium account. The balance classified as share premium includes the
premium above the nominal value from the proceeds on issue of any equity share
capital comprising Ordinary shares of 25p.
Capital redemption reserve. The capital redemption reserve is used to record
the amount equivalent to the nominal value of any of the Company's own shares
purchased and cancelled in order to maintain the Company's capital.
Capital reserve. Gains or losses on the disposal of investments and changes in
the fair values of investments are transferred to the capital reserve. The
capital element of the management fee and relevant finance costs are charged
to this reserve. Any associated tax relief is also credited to this reserve.
Certain other items including gains or losses on foreign currency and special
dividends are also allocated to this reserve as appropriate. The part of this
reserve represented by realised capital gains is available for distribution by
way of dividend.
The costs of share buybacks to be held in treasury are also deducted from this
reserve.
Revenue reserve. Income and expenses which are recognised in the revenue
column of the Statement of Comprehensive Income are transferred to the revenue
reserve. The revenue reserve is available for distribution by way of dividend.
(f) Taxation. The charge for taxation is based on the profit for the year and
takes into account taxation deferred because of timing differences between the
treatment of certain items for taxation and accounting purposes.
Owing to the Company's status as an investment trust, and the intention to
continue meeting the conditions required to obtain approval in the foreseeable
future, the Company has not provided deferred tax on any capital gains and
losses arising on the revaluation or disposal of investments.
(g) Foreign currency. Monetary assets and liabilities and non-monetary assets held
at fair value denominated in foreign currencies are converted into sterling at
the rate of exchange ruling at the reporting date. Transactions during the
year involving foreign currencies are converted at the rate of exchange ruling
at the transaction date. Gains or losses arising from a change in exchange
rates subsequent to the date of a transaction are included as a currency gain
or loss in revenue or capital in the Statement of Comprehensive Income,
depending on whether the gain or loss is of a revenue or capital nature. The
Company receives a proportion of its investment income in foreign currency.
These amounts are translated at the rate ruling on the date of receipt.
(h) Traded options. The Company may enter into certain derivative contracts (e.g.
options). Option contracts are accounted for as separate derivative contracts
and are therefore shown in other assets or other liabilities at their fair
value. The initial fair value is based on the initial premium, which is
recognised upfront. The premium received and fair value changes in the open
position which occur due to the movement in underlying securities are
recognised in the revenue column, losses realised on the exercise of the
contracts are recorded in the capital column of the Statement of Comprehensive
Income.
In addition, the Company may enter into derivative contracts to manage market
risk and gains or losses arising on such contracts are recorded in the capital
column of the Statement of Comprehensive Income.
(i) Borrowings. Borrowings are measured initially at the fair value of the
consideration received, net of any issue expenses, and subsequently at
amortised cost using the effective interest method. The finance costs of such
borrowings are accounted for on an accruals basis using the effective interest
rate method and are charged 40% to revenue and 60% to capital in the Statement
of Comprehensive Income to reflect the Company's investment policy and
prospective income and capital growth.
(j) Treasury shares. When the Company purchases the Company's equity share capital
to be held as treasury shares, the amount of the consideration paid, which
includes directly attributable costs, is net of any tax effects, and is
recognised as a deduction from the capital reserve. When these shares are sold
subsequently, the amount received is recognised as an increase in equity, and
any resulting surplus on the transaction is transferred to the share premium
account and any resulting deficit is transferred from the capital reserve.
3. Income
2026 2025
£'000 £'000
Income from investments
UK dividend income 12,731 13,458
Overseas dividends 5,505 6,623
18,236 20,081
Other income
Income on derivatives 1,736 2,390
Deposit Interest 4 36
Other Income 37 43
1,777 2,469
Total income 20,013 22,550
During the year, the Company earned premiums totalling £1,736,000 (2025 -
£2,390,000) in exchange for entering into derivative transactions. The
Company had no open positions in derivative contracts at 31 January 2026 (2025
- no open positions). Losses realised on the exercise of derivative
transactions are disclosed in note 10.
4. Management fee
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Management fee 641 961 1,602 691 1,036 1,727
The Company has an agreement with abrdn Fund Managers Limited ("aFML") for the
provision of investment management, risk management, accounting,
administrative and secretarial services. The management fee is calculated and
charged, on a monthly basis, at 0.45% per annum on the first £225 million,
0.35% per annum on the next £200 million and 0.25% per annum on amounts over
£425 million of the net assets of the Company, with debt at par and excluding
commonly managed funds. The balance due at the year end was £261,000 (2025 -
£274,000). The management fee is allocated 40% to revenue and 60% to capital.
There were no commonly managed funds held in the portfolio during the year to
31 January 2026 (2025 - none).
The management agreement may be terminated by either party on six months'
written notice.
5. Administrative expenses
2026 2025
£'000 £'000
Directors' fees 162 170
Auditor's remuneration (excluding VAT):
- fees payable to the Company's Auditor for the audit of the Company's annual 43 39
accounts
Irrecoverable VAT 36 58
Promotional activities 226 200
Registrar's fees 57 53
Other expenses 201 378
725 898
Expenses of £226,000 (2025 - £200,000) were paid to aFML in respect of the
promotional activities of the Company. The balance outstanding at the year end
was £75,000 (2025 - £17,000).
6. Finance costs
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Bank loan 258 387 645 343 516 859
Loan Notes - repayable after more than five years 479 718 1,197 480 720 1,200
Amortised Loan Notes issue expenses 3 5 8 3 4 7
Bank overdraft - - - 1 - 1
740 1,110 1,850 827 1,240 2,067
Finance costs (excluding bank overdraft interest) are allocated 40% to revenue
and 60% to capital.
7. Taxation
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
(a) Analysis of charge for the year
Overseas tax suffered 967 - 967 2,277 - 2,277
Overseas tax reclaimable (282) - (282) (1,767) - (1,767)
Total tax charge for the year 685 - 685 510 - 510
(b) Factors affecting the tax charge for the year. The UK corporation tax rate is
25% (2025 - 25%). The tax assessed for the year is lower than the rate of
corporation tax. The differences are explained below:
2026 2025
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Return before taxation 17,907 10,552 28,459 20,134 14,304 34,438
Corporation tax at 25% (2025 - 25%) 4,477 2,638 7,115 5,034 3,576 8,610
Effects of: -
Non-taxable UK dividend income (3,070) - (3,070) (3,342) - (3,342)
Capital gains on investments not taxable - (3,330) (3,330) - (4,102) (4,102)
Expenses not deductible for tax purposes 4 - 4 - - -
Currency gains not taxable - 174 174 - (43) (43)
Overseas taxes 685 - 685 510 - 510
Non-taxable overseas dividends (1,208) - (1,208) (1,493) - (1,493)
Excess management expenses (203) 518 315 (199) 569 370
Total tax charge 685 - 685 510 - 510
(c) Factors that may affect future tax charges. At the year end, the Company has,
for taxation purposes only, accumulated unrelieved management expenses and
loan relationship deficits of £138,415,000 (2025 - £137,155,000). A deferred
tax asset in respect of this has not been recognised and these unrelieved
expenses will only be utilised if the Company has profits chargeable to
corporation tax in the future.
8. Ordinary dividends on equity shares
2026 2025
£'000 £'000
Amounts recognised as distributions paid during the year:
Third interim dividend for 2025 - 3.20p (2024 - 3.20p) 4,309 4,678
Final dividend for 2025 - 4.60p (2024 - 4.15p) 5,944 5,996
First interim dividend for 2026 - 3.20p (2025 - 3.20p) 4,057 4,569
Second interim dividend for 2026 - 4.25p (2025 - 3.20p) 5,182 4,467
Return of unclaimed dividends(A) (16) (20)
19,476 19,690
(A) Unclaimed dividends returned to the Company during the year ended 31
January 2026 have been donated to charity (see note 22) .
A third interim dividend of 4.25p per Ordinary share was declared on 11
December 2025, payable on 27 February 2026 to shareholders on the register on
6 February 2026 and has not been included as a liability in these financial
statements. The final dividend of 7.40p per Ordinary share was approved by the
Board on 8 April 2026, payable on 29 May 2026 to shareholders on the register
on 8 May 2026 and has not been included as a liability in the financial
statements.
The table below sets out the total dividends paid and proposed in respect of
the financial year, which is the basis upon which the requirements of Sections
1158-1159 of the Corporation Tax Act 2010 are considered. The net revenue
available for distribution by way of dividend for the year is £17,222,000
(2025 - £19,624,000).
2026 2025
£'000 £'000
First interim dividend for 2026 - 3.20p (2025 - 3.20p) 4,057 4,569
Second interim dividend for 2026 - 4.25p (2025 - 3.20p) 5,182 4,467
Third interim dividend for 2026 - 4.25p (2025 - 3.20p) 5,104 4,309
Final dividend for 2026 - 7.40p (2025 - 4.60p) 8,781 5,944
23,124 19,289
The final dividend is based on the latest share capital of 118,665,838
Ordinary shares excluding those held in treasury.
9. Basic and diluted return per Ordinary share
2026 2025
£'000 p £'000 p
Revenue return 17,222 13.64 19,624 13.82
Capital return 10,552 8.36 14,304 10.08
Total return 27,774 22.00 33,928 23.90
Weighted average number of Ordinary shares in issue 126,250,861 141,967,627
10. Investments at fair value through profit or loss
2026 2025
£'000 £'000
Opening book cost 397,456 409,443
Investment holdings gains 75,196 64,644
Opening fair value 472,652 474,087
Analysis of transactions made during the year
Purchases 135,747 115,323
Sales - proceeds (186,570) (133,163)
Gains on investments 13,321 16,405
Closing fair value 435,150 472,652
Closing book cost 376,937 397,456
Closing investment holdings gains 58,213 75,196
Closing fair value 435,150 472,652
The Company received £186,570,000 (2025 - £133,163,000) from investments
sold in the year. The book cost of these investments when they were purchased
was £156,266,000 (2025 - £127,311,000). These investments have been
revalued over time and until they were sold any unrealised gains/losses were
included in the fair value of the investments.
The realised gains figure above includes losses realised on the exercise of
traded options of £1,338,000 (2025 - £563,000). Premiums received of
£1,736,000 (2025 - £2,390,000) are included within income per note 3.
Transaction costs. During the year expenses were incurred in acquiring or
disposing of investments classified as fair value through profit or loss.
These have been expensed through capital and are included within gains on
investments in the Statement of Comprehensive Income. The total costs were as
follows:
2026 2025
£'000 £'000
Purchases 599 463
Sales 84 82
683 545
The above transaction costs are calculated in line with the AIC SORP. The
transaction costs in the Company's Key Information Document are calculated on
a different basis and in line with the PRIIPs regulations.
11. Debtors: amounts falling due within one year
2026 2025
£'000 £'000
Net dividends and interest receivable 443 454
Tax recoverable 3,137 2,799
Other loans and receivables 25 39
3,605 3,292
12. Creditors: amounts falling due within one year
2026 2025
(a) Bank loan £'000 £'000
EUR 22,600,000 - 13 February 2025 - 18,907
EUR 22,600,000 - 23 February 2026 19,593 -
19,593 18,907
The Company has a £30 million multi-currency revolving credit facility
("RCF") with The Bank of America N.A., London Branch committed until 8 August
2027. Under the terms of the facility, subject to the lender's credit
approval, the Company has the option to increase the level of the facility
from £30 million to £40 million at any time, should further investment
opportunities be identified. The RCF is secured by a floating charge over the
whole of the assets of the Company. As at 31 January 2026 €22,600,000 had
been drawn down at a rate of 3.03% (2025 - €22,600,000 at a rate of 3.93%),
which matured on 23 February 2026. At the date this Report was approved
€22,600,000 had been drawn down at a rate of 2.97%, maturing on 23 April
2026. The terms of the loan facility contain covenants that total net
borrowings shall not exceed 33% of the net asset value and that the minimum
net assets of the Company are £200 million.
2026 2025
(b) Other creditors £'000 £'000
Loan Notes and bank loan interest 197 220
Amount due to brokers - 368
Sundry creditors 456 498
653 1,086
13. Creditors: amounts falling due after more than one year
2026 2025
£'000 £'000
3.99% Loan Notes 2045 30,000 30,000
Unamortised Loan Note issue expenses (240) (248)
29,760 29,752
The 3.99% Loan Notes were issued in December 2015 and are due to be redeemed
at par on 8 December 2045. Interest is payable in half-yearly instalments in
June and December. The Loan Notes are secured by a floating charge over the
whole of the assets of the Company. The Company has complied with the Loan
Note Trust Deed covenant that total net borrowings (ie. after the deduction of
cash balances) should not exceed 33% of the Company's net asset value and that
the Company's net asset value should not be less than £200 million.
The fair value of the Loan Notes as at 31 January 2026 was £23,175,000 (2025
- £23,114,000), the valuation methodology is disclosed in note 19. The effect
on the net asset value of deducting the Loan Notes at fair value rather than
at par is disclosed in note 17.
14. Called-up share capital
2026 2025
£'000 £'000
Allotted, called up and fully paid:
120,197,609 (2025 - 134,949,033) Ordinary shares of 25p each - equity 30,049 33,737
Treasury shares:
33,480,326 (2025 -18,728,902) Ordinary shares of 25p each - equity 8,370 4,682
38,419 38,419
The Ordinary share capital on the Statement of Financial Position relates to
the number of shares in issue and in treasury. Only when the shares are
cancelled, either from treasury or directly, is a transfer made to the capital
redemption reserve.
During the year the Company repurchased 14,751,424 (2025 - 11,223,856)
ordinary shares at a cost of £43,300,000, including expenses (2025 -
£31,525,000, including expenses). All of the shares were placed in treasury.
Subsequent to the year end the company repurchased a further 1,531,771
Ordinary shares at a total cost of £4,546,000.
15. Analysis of changes in financing during the year
2026 2025
Equity Equity
share capital share capital
(including Loan (including Loan
premium) Notes premium) Notes
£'000 £'000 £'000 £'000
Opening balance at 31 January 2025 43,327 29,752 43,327 29,745
Movement in unamortised Loan Notes issue expenses - 8 - 7
Closing balance at 31 January 2026 43,327 29,760 43,327 29,752
16. Revenue reserve per share
The following information is presented supplemental to the financial
statements to show the Companies Act position at the year end.
2026 2025
Revenue reserve (£'000) 21,566 23,820
Number of Ordinary shares in issue at year end 120,197,609 134,949,033
Revenue reserve per Ordinary share (p) 17.94 17.65
Less: - third interim dividend (p) (4.25) (3.20)
- final dividend (p) (7.40) (4.60)
Revenue reserve per Ordinary share (p) as per the Companies Act 6.29 9.85
17. Net asset value per share
Equity shareholders' funds have been calculated in accordance with the
provisions of FRS 102. The analysis of equity shareholders' funds on the face
of the Statement of Financial Position does not reflect the rights under the
Articles of Association of the Ordinary shareholders on a return of assets.
These rights are reflected in the net asset value and the net asset value per
share attributable to Ordinary shareholders at the year end, adjusted to
reflect the deduction of the Loan Notes at par. A reconciliation between the
two sets of figures is as follows:
2026 2025
Net assets attributable (£'000) 393,526 428,528
Number of Ordinary shares in issue at year end(A) 120,197,609 134,949,033
Net asset value per Ordinary share 327.40p 317.55p
(A) Excluding shares held in treasury.
Adjusted net assets 2026 2025
Net assets attributable (£'000) as above 393,526 428,528
Unamortised Loan Note issue expenses (note 13) (240) (248)
Adjusted net assets attributable (£'000) 393,286 428,280
Number of Ordinary shares in issue at year end(A) 120,197,609 134,949,033
Adjusted net asset value per Ordinary share 327.20p 317.36p
(A) Excluding shares held in treasury.
Net assets - debt at fair value £'000 £'000
Net assets attributable 393,526 428,528
Amortised cost Loan Notes 29,760 29,752
Market value Loan Notes (23,175) (23,114)
Net assets attributable 400,111 435,166
Number of Ordinary shares in issue at the period end(A) 120,197,609 134,949,033
Net asset value per Ordinary share (debt at fair value) 332.88p 322.47p
(A) Excluding shares held in treasury.
18. Analysis of changes in net debt
At Currency Non-cash At
31 January 2025 differences Cash flows movements 31 January 2026
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 2,329 (12) 2,460 - 4,777
Debt due within one year (18,907) (686) - - (19,593)
Debt due after more than one year (29,752) - - (8) (29,760)
(46,330) (698) 2,460 (8) (44,576)
At Currency Non-cash At
31 January 2024 differences Cash flows movements 31 January 2025
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents 12,868 (82) (10,457) - 2,329
Debt due within one year (13,307) 256 (5,856) - (18,907)
Debt due after more than one year (29,745) - - (7) (29,752)
(30,184) 174 (16,313) (7) (46,330)
A statement reconciling the movement in net funds to the net cash flow has not
been presented as there are no differences from the above analysis.
19. Financial instruments and risk management
The Company's investment activities expose it to various types of financial
risk associated with the financial instruments and markets in which it
invests. The Company's financial instruments comprise securities and other
investments, cash balances, loans and debtors and creditors that arise
directly from its operations; for example, in respect of sales and purchases
awaiting settlement, and debtors for accrued income. The Company also has the
ability to enter into derivative transactions in the form of option contracts
for the purpose of generating income and futures/options for hedging market
exposures.
During the year, the Company entered into certain options contracts for the
purpose of generating income. Positions closed during the year realised a loss
of £1,138,000 (2025 - £563,000). As disclosed in note 3, the premium
received and fair value changes in respect of options written in the year was
£1,736,000 (2025 - £2,390,000). The largest position in derivative contracts
held during the year at any given time was £872,000 (2025 - £1,028,000). The
Company had no open positions in derivative contracts at 31 January 2026 (2025
- none).
The Board relies on abrdn Fund Managers Limited ("aFML" or the "Manager") for
the provision of risk management activities under the terms of its management
agreement with aFML (further details of which are included under note 4). The
Board regularly reviews and agrees policies for managing each of the key
financial risks identified with the Manager. The types of risk and the
Manager's approach to the management of each type of risk, are summarised
below. Such approach has been applied throughout the year and has not changed
since the previous accounting period. The numerical disclosures exclude
short-term debtors and creditors on the grounds that they are not considered
to be material.
The Company's Manager has an independent Investment Risk department for
reviewing the investment risk parameters of all core equity, fixed income and
alternative asset classes on a regular basis. The department reports to the
Manager's Performance Review Committee which is chaired by the Manager's Chief
Investment Officer. The department's responsibility is to review and monitor
ex-ante (predicted) portfolio risk and style characteristics using best
practice, industry standard multi-factor models.
Risk management framework. The directors of aFML collectively assume
responsibility for aFML's obligations under the AIFMD including reviewing
investment performance and monitoring the Company's risk profile during the
year.
aFML is a fully integrated member of the Aberdeen Group (the "Group") which
provides a variety of services and support to aFML in the conduct of its
business activities, including in the oversight of the risk management
framework for the Company. aFML has delegated the day to day administration of
the investment policy to abrdn Investments Limited, which is responsible for
ensuring that the Company is managed within the terms of its investment
guidelines and the limits set out in its pre-investment disclosures to
investors (details of which can be found on the Company's website). aFML has
retained responsibility for monitoring and oversight of investment
performance, product risk and regulatory and operational risk for the Company.
The Manager conducts its risk oversight function through the operation of the
Group's risk management processes and systems which are embedded within the
Group's operations. The Group's Risk Division supports management in the
identification and mitigation of risks and provides independent monitoring of
the business. The Division includes Compliance, Business Risk, Market Risk,
Risk Management and Legal. The team is headed up by the Group's Chief Risk
Officer, who reports to the Chief Executive Officers of the Group. The Risk
Division achieves its objective through embedding the Risk Management
Framework throughout the organisation using the Group's operational risk
management system ("SHIELD").
The Group's Internal Audit Department is independent of the Risk Division and
reports directly to the Group's Chief Executive Officers and to the Audit
Committee of the Group's Board of Directors. The Internal Audit Department is
responsible for providing an independent assessment of the Group's control
environment.
The Group's corporate governance structure is supported by several committees
to assist the board of directors of Aberdeen, its subsidiaries and the Company
to fulfil their roles and responsibilities. The Group's Risk Division is
represented on all committees, with the exception of those committees that
deal with investment recommendations. The specific goals and guidelines on the
functioning of those committees are described on the committees' terms of
reference.
Risk Management. The main risks the Company faces from its financial
instruments are (i) market risk (comprising interest rate risk, currency risk
and other price risk), (ii) liquidity risk and (iii) credit risk.
The Board regularly reviews and agrees policies for managing each of these
risks. The Group's policies for managing these risks are summarised below and
have been applied throughout the year. The numerical disclosures exclude
short-term debtors and creditors, other than for currency disclosures.
(i) Market risk. Market risk comprises three elements - interest rate risk,
currency risk and price risk.
(a) Interest rate risk. Interest rate movements may affect:
- the fair value of the investments in fixed interest rate securities;
- the level of income receivable on cash deposits; and
- interest payable on the Company's variable rate borrowings.
Management of the risk. The possible effects on fair value and cash flows that
could arise as a result of changes in interest rates are taken into account
when making investment and borrowing decisions.
The Board imposes borrowing limits to ensure gearing levels are appropriate to
market conditions and reviews these on a regular basis. Borrowings comprise
fixed rate, revolving, and uncommitted facilities. Details of borrowings at 31
January 2026 are shown in notes 12 and 13.
Interest risk profile. The interest rate risk profile of the portfolio of
financial assets and liabilities at the Statement of Financial Position date
was as follows:
Weighted
average Weighted
period for average
which interest Fixed Floating
rate is fixed rate rate rate
At 31 January 2026 Years % £'000 £'000
Assets
Sterling - - - 4,777
Total assets - - - 4,777
Liabilities
Bank loans 0.09 3.03 (19,593) -
Loan Notes 19.87 3.99 (29,760) -
Total liabilities - - (49,353) -
Weighted
average Weighted
period for average
which interest Fixed Floating
rate is fixed rate rate rate
At 31 January 2025 Years % £'000 £'000
Assets
Sterling - - - 2,329
Total assets - - - 2,329
Liabilities
Bank loans 0.08 3.93 (18,907) -
Loan Notes 20.87 3.99 (29,752) -
Total liabilities - - (48,659) -
The weighted average interest rate is based on the current yield of each
asset, weighted by its market value. The weighted average interest rate on
bank loans is based on the interest rate payable, weighted by the total value
of the loans. The maturity dates of the Company's borrowings are shown in
notes 12 and 13 to the financial statements.
The floating rate assets consist of cash deposits all earning interest at
prevailing market rates.
The Company's equity portfolio and short-term debtors and creditors (excluding
bank loans) have been excluded from the above tables. All financial
liabilities are measured at amortised cost.
Interest rate sensitivity. Movements in interest rates would not significantly
affect net assets attributable to the Company's shareholders and total profit.
(b) Foreign currency risk. A proportion of the Company's investment portfolio
is invested in overseas securities whose values are subject to fluctuation due
to changes in exchange rates. In addition, the impact of changes in foreign
exchange rates upon the profits of investee companies can result, indirectly,
in changes in their valuations. Consequently the Statement of Financial
Position can be affected by movements in exchange rates.
Management of the risk. It is not the Company's policy to hedge this risk on a
continuing basis but the Company may, from time to time, match specific
overseas investment with foreign currency borrowings. A proportion of the
Company's borrowings, as detailed in note 12, is in foreign currency as at 31
January 2026. The revenue account is subject to currency fluctuations arising
on dividends received in foreign currencies and, indirectly, due to the impact
of foreign exchange rates upon the profits of investee companies. The Company
does not hedge this currency risk.
Foreign currency risk exposure by currency of denomination:
31 January 2026 31 January 2025
Net Total Net Total
monetary currency monetary currency
Investments assets exposure Investments assets exposure
£'000 £'000 £'000 £'000 £'000 £'000
Euro 63,652 (16,551) 47,101 90,674 (16,222) 74,452
Danish Krone - 68 68 9,126 72 9,198
Norwegian Krone - 12 12 - 11 11
Swedish Krona 8,073 - 8,073 11,375 - 11,375
Sterling 363,425 (25,153) 338,272 361,477 (27,985) 333,492
Total 435,150 (41,624) 393,526 472,652 (44,124) 428,528
The asset allocation between specific markets can vary from time to time based
on the Manager's opinion of the attractiveness of the individual stocks in
these markets.
Foreign currency sensitivity. There is no sensitivity analysis included as the
Board believes the amount exposed to foreign currency denominated monetary
assets to be immaterial. Where the Company's equity investments (which are
non-monetary items) are priced in a foreign currency, they have been included
within the other price risk sensitivity analysis so as to show the overall
level of exposure.
(c) Price risk. Price risks (i.e. changes in market prices other than those
arising from interest rate or currency risk) may affect the value of the
quoted investments and traded options.
Management of the risk. It is the Board's policy to hold an appropriate spread
of investments in the portfolio in order to reduce the risk arising from
factors specific to a particular company or sector. Both the allocation of
assets and the stock selection process act to reduce market risk. The Manager
actively monitors market prices throughout the year and reports to the Board,
which meets regularly in order to review investment strategy. The investments
held by the Company are listed on various stock exchanges in the UK and
Europe.
Price risk sensitivity. If market prices at the Statement of Financial
Position date had been 10% higher while all other variables remained constant,
the return attributable to Ordinary shareholders for the year ended 31 January
2026 would have increased by £43,515,000 (2025 - increase of £47,265,000)
and equity reserves would have increased by the same amount. Had market prices
been 10% lower the converse would apply.
(ii) Liquidity risk. This is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities as they fall due in
line with the maturity profile analysed below.
More
Within Within Within Within Within than
1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total
At 31 January 2026 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Bank loans 19,593 - - - - - 19,593
Loan Notes - - - - - 30,000 30,000
Interest cash flows on bank loans and loan notes 1,248 1,197 1,197 1,197 1,197 17,955 23,991
Cash flows on other creditors 456 - - - - - 456
21,297 1,197 1,197 1,197 1,197 47,955 74,040
More
Within Within Within Within Within than
1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total
At 31 January 2025 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Bank loans 18,907 - - - - - 18,907
Loan Notes - - - - - 30,000 30,000
Interest cash flows on bank loans and loan notes 1,259 1,197 1,197 1,197 1,197 19,152 25,199
Cash flows on other creditors 866 - - - - - 866
21,032 1,197 1,197 1,197 1,197 49,152 74,972
Management of the risk. The Board imposes borrowing limits to ensure gearing
levels are appropriate to market conditions and reviews these on a regular
basis. Borrowings comprise Loan Notes and a revolving facility. The Loan Notes
provide secure long-term funding while short term flexibility is achieved
through the borrowing facility. It is the Board's policy to maintain a gearing
level, measured on the most stringent basis of calculation after netting off
cash equivalents, of less than 30% at all times. Details of borrowings at 31
January 2026 are shown in notes 12 and 13.
Liquidity risk is not considered to be significant as the Company's assets
comprise mainly cash and listed securities, which can be sold to meet funding
commitments if necessary. Short-term flexibility is achieved through the use
of loan and overdraft facilities, details of which can be found in note 12.
Under the terms of the loan facility, the Manager provides the lender with
loan covenant reports on a monthly basis, to provide the lender with assurance
that the terms of the facility are not being breached. The Manager will also
review the credit rating of a lender on a regular basis. Details of the
Board's policy on gearing are shown in the interest rate risk section of this
note.
Liquidity risk exposure. At 31 January 2026 and 31 January 2025 the amortised
cost of the Company's Loan Notes was £29,760,000 and £29,752,000
respectively. At 31 January 2026 and 31 January 2025 the Company's bank loans
amounted to £19,593,000 and £18,907,000 respectively. The facility is
committed until 8 August 2027.
(iii) Credit risk. This is failure of the counterparty to a transaction to discharge
its obligations under that transaction that could result in the Company
suffering a loss.
Management of the risk. Investment transactions are carried out with a large
number of brokers, whose credit standing is reviewed periodically by the
Manager, and limits are set on the amount that may be due from any one broker;
- the risk of counterparty exposure due to failed trades causing a loss to the
Company is mitigated by the review of failed trade reports on a daily basis.
In addition, both stock and cash reconciliations to the Custodians' records
are performed on a daily basis to ensure discrepancies are investigated on a
timely basis. The Group's Compliance department carries out periodic reviews
of the custodian's operations and reports its finding to the Aberdeen Group's
Risk Management Committee. This review will also include checks on the
maintenance and security of investments held;
- cash is held only with reputable banks whose credit ratings are monitored on
a regular basis.
There are internal exposure limits to cash balances placed with
counterparties. The credit worthiness of counterparties is also reviewed on a
regular basis.
None of the Company's financial assets are secured by collateral or other
credit enhancements.
Credit risk exposure. In summary, compared to the amounts in the Statement of
Financial Position, the maximum exposure to credit risk at 31 January was as
follows:
2026 2025
Balance Maximum Balance Maximum
Sheet exposure Sheet exposure
£'000 £'000 £'000 £'000
Non-current assets
Investments at fair value through profit or loss 435,150 - 472,652 -
Current assets
Cash and short term deposits 4,777 4,777 2,329 2,329
439,927 4,777 474,981 2,329
None of the Company's financial assets is past due or impaired.
Fair values of financial assets and financial liabilities. The fair value of
borrowings has been calculated at £42,768,000 as at 31 January 2026 (2025 -
£42,021,000) compared to an accounts value in the financial statements of
£49,353,000 (2025 - £48,659,000) (notes 12 and 13). The fair value of each
loan is determined by aggregating the expected future cash flows for that loan
discounted at a rate comprising the borrower's margin plus an average of
market rates applicable to loans of a similar period of time and currency. All
other assets and liabilities of the Company are included in the Statement of
Financial Position at fair value.
20. Fair value hierarchy
FRS 102 requires an entity to classify fair value measurements using a fair
value hierarchy that reflects the significance of the inputs used in making
the measurements. The fair value hierarchy has the following classifications:
Level 1: unadjusted quoted prices in an active market for identical assets or
liabilities that the entity can access at the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are
observable (ie developed using market data) for the asset or liability, either
directly or indirectly.
Level 3: inputs are unobservable (ie for which market data is unavailable) for
the asset or liability.
The financial assets and liabilities measured at fair value in the Statement
of Financial Position are grouped into the fair value hierarchy at the
reporting date as follows:
Level 1 Level 2 Level 3 Total
As at 31 January 2026 Note £'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
Quoted equities a) 435,150 - - 435,150
Total 435,150 - - 435,150
Level 1 Level 2 Level 3 Total
As at 31 January 2025 £'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
Quoted equities a) 472,652 - - 472,652
Total 472,652 - - 472,652
a) Quoted equities. The fair value of the Company's investments in quoted
equities has been determined by reference to their quoted bid prices at the
reporting date. Quoted equities included in Fair Value Level 1 are actively
traded on recognised stock exchanges.
21. Capital management policies and procedures
The Company's capital management objectives are:
- to ensure that the Company will be able to continue as a going concern; and
- to maximise the return to its equity shareholders through an appropriate
balance of equity capital and debt.
The capital of the Company consists of equity, comprising issued capital,
reserves and retained earnings.
The Board monitors and reviews the broad structure of the Company's capital.
This review includes the nature and planned level of gearing, which takes
account of the Manager's views on future expected returns and the extent to
which revenue in excess of that which is required to be distributed should be
retained. The Company is not subject to any externally imposed capital
requirements.
22. Related party transactions and transactions with the Manager
Directors' fees and interests. Fees payable during the year to the Directors
and their interests in the shares of the Company are disclosed within the
Directors' Remuneration Report.
Transactions with the Manager. The Company has an agreement with the Aberdeen
Group for the provision of management, secretarial, accounting and
administration services and also for the provision of promotional activities.
Details of transactions during the year and balances outstanding at the year
end are disclosed in notes 4 and 5.
During the year, the Company received £16,000 in respect of returned,
unclaimed dividends accumulated over a number of years. The Board took the
decision to donate these monies to the Aberdeen Group Charitable Trust. The
Aberdeen Group Charitable Trust is a registered charity. Its board of
directors includes independent representation from the Aberdeen Group and
provides oversight and guidance for its charitable giving activities.
Alternative Performance Measures
Alternative performance measures are numerical measures of the Company's
current, historical or future performance, financial position or cash flows,
other than financial measures defined or specified in the applicable financial
framework. The Company's applicable financial framework includes FRS 102 and
the AIC SORP. The Directors assess the Company's performance against a range
of criteria which are viewed as particularly relevant for closed-end
investment companies.
Dividend cover
Dividend cover measures the revenue return per share divided by total
dividends per share, expressed as a ratio.
2026 2025
Revenue return per share a 13.64p 13.80p
Dividends per share b 19.10p 14.20p
Dividend cover a/b 0.71 0.97
Dividend yield
The annual dividend per Ordinary share divided by the share price at the year
end, expressed as a percentage.
2026 2025
Dividends per share (p) a 19.1 14.2
Share price (p) b 308.0 285.0
Dividend yield a/b 6.2% 5.0%
Net gearing
Net gearing measures total borrowings less cash and cash equivalents divided
by shareholders' funds, expressed as a percentage. Under AIC reporting
guidance cash and cash equivalents includes net amounts due to and from
brokers at the period end as well as cash and short term deposits.
2026 2025
Borrowings (£'000) a 49,353 48,659
Cash (£'000) b 4,777 2,329
Amounts due to brokers (£'000) c - 368
Amounts due from brokers (£'000) d - -
Shareholders' funds (£'000) e 393,526 428,528
Net gearing (a-b+c-d)/e 11.33% 10.90%
Discount to net asset value per share with debt at fair value
The discount is the amount by which the share price is lower than the net
asset value per share with debt at fair value, expressed as a percentage of
the net asset value with debt at fair value.
2026 2025
NAV per Ordinary share (p) (see note 17) a 332.88p 322.47p
Share price (p) b 308.00p 285.00p
Discount (a-b)/b 7.47% 11.62%
Ongoing charges
The ongoing charges ratio has been calculated in accordance with guidance
issued by the AIC as the total of investment management fees and
administrative expenses less non-recurring charges, expressed as a percentage
of the average net asset values with debt at fair value throughout the year.
2026 2025
Investment management fees (£'000) 1,602 1,727
Administrative expenses (£'000) 725 898
Less: non-recurring charges (£'000) (30) (104)
Ongoing charges (£'000) 2,297 2,521
Average net assets (£'000) 406,263 446,732
Ongoing charges ratio 0.57% 0.56%
Total return
NAV and share price total returns show how the NAV and share price has
performed over a period of time in percentage terms, taking into account both
capital returns and dividends paid to shareholders. Share price and NAV total
returns are monitored against open-ended and closed-ended competitors, and the
Reference Index, respectively.
Share
Year ended 31 January 2026 NAV Price
Opening at 1 February 2025 a 322.5p 285.0p
Closing at 31 January 2026 b 332.9p 308.0p
Price movements c=(b/a)-1 3.2% 8.1%
Dividend reinvestment(A) d 5.0% 5.7%
Total return c+d +8.2% +13.8%
Share
Year ended 31 January 2025 NAV Price
Opening at 1 February 2024 a 309.0p 276.0p
Closing at 31 January 2025 b 322.5p 285.0p
Price movements c=(b/a)-1 4.4% 3.3%
Dividend reinvestment(A) d 4.6% 5.1%
Total return c+d +9.0% +8.4%
(A) NAV total return involves investing the net dividend in the NAV of the
Company with debt at fair value on the date on which that dividend goes
ex-dividend. Share price total return involves reinvesting the net dividend in
the share price of the Company on the date on which that dividend goes
ex-dividend.
Additional Notes to Annual Financial Report
The Annual General Meeting will be held at 18 Bishops Square, London E1 6EG at
12 noon on Thursday 21 May 2026.
The Annual Financial Report Announcement is not the Company's statutory
accounts. The above results for the year ended 31 January 2026 are an
abridged version of the Company's full accounts, which have been approved and
audited with an unqualified report. The 2025 and 2026 statutory accounts
received unqualified reports from the Company's Auditor and did not include
any reference to matters to which the Auditor drew attention by way of
emphasis without qualifying the reports, and did not contain a statement under
S498 of the Companies Act 2006. The financial information for 2025 is derived
from the statutory accounts for the year ended 31 January 2025 which have been
delivered to the Registrar of Companies. The accounts for the year ended 31
January 2026 will be filed with the Registrar of Companies in due course.
The Annual Report and Accounts will be posted to shareholders and copies will
be available from the registered office of the Company and on the Company's
website, www.dunedinincomegrowth.co.uk.*
Please note that past performance is not necessarily a guide to the future and
that the value of investments and the income from them may fall as well as
rise. Investors may not get back the amount they originally invested.
By order of the Board
abrdn Holdings Limited
Company Secretary
8 April 2026
* Neither the Company's website nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is (or is deemed to
be) incorporated into, or forms (or is deemed to form) part of this
announcement.
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