Annual Financial Report
Summary by AI BETAClose X
Chelverton UK Dividend Trust PLC
Legal Entity Identifier (LEI): 213800DAF47EJ2HT4P78
Annual Results for the year to 30 April 2026
Printed copies of the Annual Report will be sent to those shareholders who have opted in to receive communications from the Company shortly. Additional copies may be obtained from the Company Secretary: Apex Fund Administration Services (UK) Limited, Hamilton Centre, Rodney Way, Chelmsford, Essex CM1 3BY.
The financial information set out below does not constitute the Company's statutory accounts for the year ended 30 April 2026. The financial information for 2026 is derived from the statutory accounts for that year. The auditors, Johnston Carmichael LLP, have reported on the 2026 accounts. Their report was unqualified and did not include a reference to any matters to which the auditors draw attention by way of emphasis without qualifying their report. The following text is copied from the Annual Report and Accounts.
Strategic Report
Financial Highlights
|
|
30 April |
30 April |
|
|
Capital |
2026 |
2025 |
% change |
|
Total net assets (£'000) |
32,372 |
29,867 |
8.39 |
|
Net asset value per Ordinary share |
144.20p |
133.04p |
8.39 |
|
Mid-market price per Ordinary share |
137.00p |
128.50p |
6.61 |
|
Discount |
(4.99%) |
(3.41%) |
|
|
|
|
|
|
|
|
Year ended |
Year ended |
|
|
|
30 April |
30 April |
|
|
Revenue |
2026 |
2025 |
% change |
|
Return per Ordinary share |
7.42p |
13.32p |
(45.05) |
|
Dividends declared per Ordinary share |
10.00p |
13.00p |
(23.08) |
|
|
|
|
|
|
Total return |
|
|
|
|
Total return on Group's net asset value per share*1 |
16.47% |
(7.17%) |
|
|
Ongoing charges**1 |
2.25% |
2.79% |
|
|
Dividend yield |
7.30% |
10.12% |
|
* Adding back dividends paid in the year.
** Calculated in accordance with the Association of Investment Companies ('AIC') guidelines. Based
on total expenses, excluding finance costs, for the year and average net asset value.
1These are alternative performance measures ('APM') (see APM glossary for further information).
Chairman's Statement
I am pleased to present to shareholders the Company's Annual Report for the financial year ended 30 April 2026.
The world remains subject to major geopolitical uncertainties, principally as a result of the continuing conflicts in the Middle East and the effect on energy supplies and on global trade generally of the closure of the Strait of Hormuz. Until the US dispute with Iran is resolved it is difficult to predict the outlook for inflation and interest rates.
In the UK there is additional uncertainty following the recent local government elections and the growth in the influence of political parties to the left and right of the traditional duopoly of political power. Over the next few years we will discover the extent to which these election results represent a protest vote, or a fundamental shift in political allegiances towards parties with greater populist appeal.
With regard to the UK economy, the signs of growth and of a reduction in interest rates, which were evident in the earlier part of the year, have been stalled by events in the Middle East, and markets and businesses are waiting to see the direction of government policy that may result from any change in the leadership of the governing party.
Results
The Company's net asset value per share at the year end was 144.20p, an increase of 8.39% since 30 April 2025. During the year total dividends of 10.75p per share were paid (3.25p relating to the prior year, three payments of 2.5p made in the reporting year), compared to 12.9p the previous year. This results in a total return of 16.47%.
In comparison, the AIC UK Equity Income sector recorded a share price total return of 18.58% and a NAV total return of 17.39%.
The reduced level of dividend for the year to 30 April 2026 reflects the continued impact of the prior reduction in gross assets, as explained in last year's report and accounts, which resulted from the inability to replace the Company's balance sheet gearing following the repayment on 30 April 2025 of the zero dividend preference ('ZDP') shares. However, the level of revenue reserves has been built up consistently over many years and at 30 April 2026 these reserves amounted to £2.137m, equivalent to the total dividends for the previous financial year. As announced on 9 May 2025, in the absence of a ZDP issue to provide a geared effect and enhance the revenue stream, the Board has resolved to use the reserves to supplement the income from the restructured portfolio of net assets in order to pay a dividend of 10.0p per share until 2028, subject to market conditions at the time but assuming no increase in underlying portfolio income. This level of dividend will provide a yield of 7.3% based on the share price of 136.50p on 16 June 2026. As at 30 April 2026, the reserves represented 9.52p per share, or 0.95 times the current level of annual dividends.
Outlook
Despite the uncertainties, we continue to be confident in the prospects for companies in the small and mid-cap sector, whose market rating remains historically low. Following the necessary rebalancing of the portfolio in 2025, the Board was advised by the Investment Manager that this was achieved without any deterioration in its quality and we are confident of the prospects for both income growth and capital appreciation from the reduced portfolio of small and mid-cap investments. The net assets of the Company remain of a comparable size to before the ZDP redemption and we believe the Company continues to offer a compelling combination of an attractive dividend yield and the potential for capital upside from any recovery in the UK small and midcap market. The Board keeps market circumstances under review and will continue to seek opportunities to reintroduce gearing into the Company's structure.
Howard Myles
Chairman
29 June 2026
Investment Manager's Report
Macro Overview
The year to 30 April 2026 was, once again, a turbulent period in which extreme world events and unsettling domestic affairs have combined to impact investor sentiment. The period started with businesses and markets attempting to adapt to what felt like a constantly shifting US tariff regime. The ever-changing landscape had the twin effects of increasing the cost of international trade while also pausing decision making until some clarity was reached. Alongside this, the continuing conflict between Russia and Ukraine, now entering its fifth year following Russia's invasion in February 2022, has remained a persistent backdrop to markets throughout the period. Whilst sporadic ceasefire discussions have taken place, and there have been periodic moments of cautious optimism, no sustainable resolution has yet materialised.
Meanwhile the ongoing turmoil in the Middle East took on a new and more alarming dimension in February 2026, with the conflict involving Iran introducing a fresh and significant source of geopolitical risk. The consequences for energy markets have been material. Oil prices, which had been declining encouragingly from their earlier peaks, reacted sharply upward, whilst gas prices also firmed, adding unwelcome inflationary pressure that was not in market expectations. The UK, as a net energy importer, is particularly exposed to such shocks, and the effects of this new source of instability has resulted in a dramatic reversal in the expected path of interest rate cuts, with the market now pricing in two to three interest rate rises in the current calendar year versus consensus expectations of two interest rate cuts previously.
Turning to the UK domestic picture, the year opened with the CPI inflation rate running at approximately 3.5% as at the end of April 2025. This elevated reading, as we noted at the time, was substantially driven by one-off items, a number driven by the Government, with increases in regulated prices and did not represent a core demand led increase. There was a relatively well-defined path back down to 2% inflation and market discussion largely centred on the speed of interest rate cuts rather than the direction of travel. The Bank of England, having begun cutting rates from their 5.25% peak in August 2024, continued this gradual easing cycle through our period, bringing its base rate to 3.75% by December 2025, a reduction of 150 basis points in total since the cycle commenced.
The autumn Budget, delivered on 26 November 2025 by the Chancellor Rachel Reeves, was, broadly speaking, more calmly received by markets than its predecessor of a year earlier. The speculation in the lead-up to the budget however was hugely damaging to business and consumer confidence, exacerbated by the delayed timing of the announcement, leading to a weak final quarter of the calendar year. With the Budget out of the way however, the consistent pattern of interest rate cuts, with expectations of more to come had started to feed through into positive investor sentiment at the beginning of 2026 with a corresponding rise in equity valuations. The interest rate cut narrative has been turned on its head by events in Middle East, with the expectation of interest rate rises feeding through into both asset pricing and business confidence. That said, with the unemployment rate rising to 5% at the end of March, the interest rate rises which the market is currently pricing in are far from certain. A relatively swift re-opening of the Strait of Hormuz could result in a return to interest rate cuts in calendar year 2027.
It would be remiss not to mention the evolution of artificial intelligence ('AI') over the period and the impact it has had on investor perceptions. As with any rapidly evolving technology, the full impact on business models of mass implementation is still evolving however it is clear there are some cases where it is highly beneficial and the demand for computing power is growing exponentially. At the start of calendar 2026, technology stocks saw a sharp sell-off as investors questioned whether their competitive moats could withstand the new status quo. As a small and midcap income focussed trust, we typically have relatively little exposure to the Technology sector as it tends not to provide the dividend yield we require. As such, we have been largely insulated from the fluctuations in technology valuations, however our investee companies are all beginning to utilise AI to optimise business models and help offset cost inflation.
One theme we have now been highlighting for several years continues unabated, the extraordinary volume of share buybacks being undertaken by UK quoted companies, including many within our portfolio. Companies with strong balance sheets and sustained good cash generation have continued to return capital to shareholders at a remarkable rate. As shareholders we support these initiatives as a shrinking of the share capital means that the dividend becomes better covered and more secure, and when the tide of investor sentiment towards UK equities eventually turns, as we expect it will, ought to act as a powerful amplifier of the resulting share price recovery.
It remains our firm view that UK small and mid-cap equities are substantially undervalued on any reasonable long-term assessment. The underlying businesses in which we invest are robust, well-managed and nimble enough to navigate the current unsettled macro environment. A period of relative stability and a corresponding firming of business and investor confidence is likely required to deliver a meaningful re-rating of UK equities. In the meantime however our companies are "getting on with getting on" and continuing to grow, generate strong levels of cashflow and pay consistent dividends.
Portfolio Review
As highlighted above, the year to April 2026 has been a volatile one, with markets oscillating between "risk-on" and "risk-off" mode in response to domestic and world events. The year started with a rebound from the lows of April 2025 when markets had struggled to assess the impact of President Trump's sweeping tariff announcements. This rally was tempered by concerns over the UK economy in the run up to the delayed autumn Budget before recovering again towards the end of the period as investors started to gain confidence in the path of interest rate cuts. As noted above, the interest rate narrative was turned on its head by events in the Middle East in February 2026, resulting in a corresponding market sell-off. The net effect of these fluctuations was an increase in Company NAV of 8.39% to 144.20p. When combined with dividends paid in the year, this results in a total return of 16.47%. It should be noted that this performance includes the aforementioned rebound post the market dip in April 2025 which impacted the Company's NAV at the prior year end.
During the year our biggest contributors to performance highlight the diverse nature of companies within the portfolio and therefore, the underlying resilience of the dividend. Serica Energy performed strongly, initially due to a softening in investor apathy toward North Sea oil and gas stocks and a recognition of the underlying cash generation from the business. More recently it has been a beneficiary of elevated oil prices. Polar Capital has benefited from the exposure of its funds to the US Technology sector while MP Evans has continued its strong performance on the back of efficient crop management and higher palm oil prices. MTI Wireless has delivered multiple earnings upgrades as renewed global defence expenditure has flowed through to contract wins while long-term holding Chesnara has proved it is able to complete earnings accretive M&A, allowing it to underpin future dividend growth and show investors a path to meaningful capital upside.
On the downside, there is more of a common theme to our detractors from performance. Ultimate Products, Dunelm and B&M all suffered from the twin pressures of increased labour costs post the Government's increase in minimum wage and National Insurance Contributions and a weak UK consumer environment. All our consumer facing companies are taking measures to offset cost inflation where possible, but a positive move in consumer confidence is needed to shift saving habits away from the elevated levels we have seen for the past few years. STV Group suffered from a weak media content market and Gateley shares sold off sharply over concerns about the robustness of their business model in the face of growing AI usage. As noted above, this is an evolving picture but we believe it is unlikely that the current system of lawyers, and the protection provided by them for corporates and consumers, will be entirely disintermediated by AI.
Corporate activity has remained a theme throughout the year to April 2026, an indicator of the low valuations currently being seen in the UK SMID market. Epwin and Bakkavor Group were both subject to cash takeovers in the year. Assura was acquired by its UK listed peer, Primary Health Properties, and we retained the converted shares, topping up our holding with further purchases over the course of the year. BRCK Group (previously Brickability) was also the subject of a takeover approach at 65p, a c.59% premium to the share price immediately prior to the announcement. This approach was rejected by the Board as they believed it materially undervalued the company.
We exited two positions entirely, selling all our shares in British Land and Bytes Technology Group, with the latter sold on dividend yield grounds. Shareholdings were reduced in twenty-seven other positions, including Coral Products, Lendinvest, Orchard Funding Group, Sancus Lending Group and Speedy Hire.
Eight new holdings were added to the Company's portfolio in the year, including the protein packaging business Hilton Food Group, ten pin bowling company Hollywood Bowl, asset manager Man Group, the housebuilder company Taylor Wimpey, and the global medical disinfection company Tristel. We added to positions in 20 other holdings throughout the year, including Chesnara, Gateley, ITV Group, ME Group International and Mony Group.
Outlook
Current events, both on a macro level in the Middle East and Ukraine and on a domestic level with the current political wranglings of the Labour party have, unsurprisingly, resulted in an increased level of nervousness across businesses, consumers and investors. UK business confidence has hit new lows and now sits beneath the level seen at the height of the pandemic. Interestingly however, when business owners are asked about the prospects for their own business, as opposed the economy as a whole, the responses are far more optimistic. This correlates with what we hear from our investee companies on a day-to-day basis. In the main, balance sheets are strong, as evidenced by a continuing high level of share buy-backs alongside consistent dividend payments and nimble management teams are positioning businesses to win market share while utilising new technologies to optimise cost bases. This provides a strong base for our companies to grow from as and when confidence starts to improve and the interest rate trajectory returns to the downward path it had been on prior to the closure of the Straits of Hormuz. UK small and midcap equities continue to be significantly undervalued versus historical averages, offering significant rebound potential in due course. In the meantime, we continue to have confidence in the quality of the underlying companies in our portfolio, the sustainability of dividend payments and the ability of the respective management teams to optimise business models and adapt to current market conditions.
David Horner
Chelverton Asset Management Limited
29 June 2026
Breakdown of Portfolio by Industry
|
at 30 April 2026 |
Market value Bid |
% of |
|
Market sector |
£'000 |
portfolio |
|
Banks |
3,102 |
9.7 |
|
Basic Resources |
793 |
2.5 |
|
Construction & Materials |
1,778 |
5.6 |
|
Consumer Products and Services |
997 |
3.2 |
|
Energy |
1,153 |
3.6 |
|
Financial Services |
2,983 |
9.5 |
|
Food, Beverage & Tobacco |
1,857 |
5.9 |
|
Health Care |
903 |
2.8 |
|
Industrial Goods & Services |
5,591 |
17.7 |
|
Insurance |
3,630 |
11.4 |
|
Media |
1,098 |
3.4 |
|
Real Estate |
822 |
2.6 |
|
Retail |
1,450 |
4.6 |
|
Support Services |
2,305 |
7.3 |
|
Technology |
919 |
3.0 |
|
Telecommunications |
986 |
3.1 |
|
Travel & Leisure |
1,293 |
4.1 |
|
|
31,660 |
100.0 |
Portfolio Statement
at 30 April 2026
| Stock name | Sector | Market value £'000 | % of portfolio |
|
Hargreaves Services |
Industrial Goods & Services |
1,208 |
3.80 |
|
Chesnara |
Insurance |
1,163 |
3.70 |
|
Polar Capital Holdings |
Banks |
1,022 |
3.20 |
|
Smiths News |
Support Services |
1,014 |
3.20 |
|
MTI Wireless Edge |
Telecommunications |
986 |
3.10 |
|
Zigup |
Industrial Goods & Services |
803 |
2.50 |
|
Serica Energy |
Energy |
792 |
2.50 |
|
M P Evans |
Food, Beverage & Tobacco |
719 |
2.30 |
|
Mony |
Technology |
711 |
2.30 |
|
Duke Capital |
Financial Services |
701 |
2.20 |
|
Personal Group Holdings |
Insurance |
690 |
2.20 |
|
Wynnstay Group |
Food, Beverage & Tobacco |
680 |
2.20 |
|
ME Group |
Travel & Leisure |
657 |
2.10 |
|
Sabre Insurance |
Insurance |
643 |
2.00 |
|
MAN Group |
Banks |
637 |
2.00 |
|
Hollywood Bowl |
Travel & Leisure |
636 |
2.00 |
|
TP ICAP |
Financial Services |
632 |
2.00 |
|
Arbuthnot Banking |
Financial Services |
630 |
2.00 |
|
Hansard Global |
Insurance |
583 |
1.80 |
|
Conduit |
Insurance |
551 |
1.70 |
|
Castings |
Construction & Materials |
534 |
1.70 |
|
ITV |
Media |
520 |
1.60 |
|
Primary Health |
Real Estate |
513 |
1.60 |
|
Stelrad |
Construction & Materials |
512 |
1.60 |
|
One Health |
Health Care |
484 |
1.50 |
|
Victrex |
Chemicals |
482 |
1.50 |
|
PayPoint |
Support Services |
470 |
1.50 |
|
Vesuvius |
Industrial Goods & Services |
463 |
1.50 |
|
Hilton Food Group |
Food, Beverage & Tobacco |
457 |
1.40 |
|
Dunelm |
Retail |
451 |
1.40 |
|
Wickes |
Retail |
449 |
1.40 |
|
Ramsdens Holdings |
Financial Services |
443 |
1.40 |
|
Fonix Mobile |
Industrial Goods & Services |
425 |
1.30 |
|
Tristel |
Health Care |
419 |
1.30 |
|
Foresight |
Banks |
400 |
1.30 |
|
OneSavings Bank |
Banks |
396 |
1.20 |
|
B&M European Value Retail |
Consumer Products and Services |
377 |
1.20 |
|
VP |
Industrial Goods & Services |
377 |
1.20 |
|
Diversified Energy |
Energy |
361 |
1.10 |
|
Kier |
Construction & Materials |
355 |
1.10 |
|
RWS Holdings |
Support Services |
355 |
1.10 |
|
Spectra Systems |
Industrial Goods & Services |
342 |
1.10 |
|
RTC |
Industrial Goods & Services |
341 |
1.10 |
|
Gattaca |
Industrial Goods & Services |
339 |
1.10 |
|
Gateley |
Industrial Goods & Services |
332 |
1.10 |
|
Coral Products |
Industrial Goods & Services |
330 |
1.00 |
|
NWF |
Industrial Goods & Services |
325 |
1.00 |
|
BRCK |
Construction & Materials |
317 |
1.00 |
|
Johnson Matthey |
Chemicals |
311 |
1.00 |
|
Taylor Wimpey |
Consumer Products and Services |
311 |
1.00 |
|
Ultimate Products |
Consumer Products and Services |
309 |
1.00 |
|
Somero |
Industrial Goods & Services |
306 |
1.00 |
|
Next |
Media |
297 |
0.90 |
|
STV |
Media |
281 |
0.90 |
|
Topps Tiles |
Retail |
280 |
0.90 |
|
Cavendish |
Financial Services |
274 |
0.90 |
|
Pets at Home |
Retail |
270 |
0.90 |
|
Liontrust Asset Management |
Banks |
265 |
0.80 |
|
Regional REIT |
Real Estate |
260 |
0.80 |
|
LendInvest |
Financial Services |
250 |
0.80 |
|
Speedy Hire |
Support Services |
247 |
0.80 |
|
Premier Miton Group |
Support Services |
219 |
0.70 |
|
FDM Group |
Technology |
208 |
0.70 |
|
Orchard Funding Group |
Banks |
203 |
0.60 |
|
DSW Capital |
Banks |
180 |
0.60 |
|
Alumasc |
Construction & Materials |
60 |
0.20 |
|
Sancus Lending Group |
Financial Services |
52 |
0.20 |
|
Palace Capital |
Real Estate |
49 |
0.20 |
|
Chamberlin* |
Construction & Materials |
– |
0.00 |
|
The Revel Collective* |
Travel & Leisure |
– |
0.00 |
| Total portfolio | 31,660 | 100.0 |
Investment Objective and Policy
The investment objective of the Company is to provide Ordinary shareholders with a high income and opportunity for capital growth.
The Company's investment policy is that:
· The Company will invest in equities in order to achieve its investment objectives, predominantly through investment in mid and smaller capitalised UK companies admitted to the Official List of the UK Listing Authority and traded on the London Stock Exchange Main Market, traded on AIM or AQSE, or traded on other qualifying UK marketplaces.
· The Company will not invest in preference shares, loan stock or notes, convertible securities or fixed interest securities or any similar securities convertible into shares; nor will it invest in the securities of other investment trusts or in unquoted companies. The Company may retain investments in companies which cease to be listed after the initial investment was made, so long as the total is non-material in the context of the overall portfolio; however, the Company may not increase its exposure to such investments.
Performance Analysis using Key Performance Indicators
At each quarterly Board meeting, the Directors consider a number of key performance indicators ('KPIs') to assess the Group's success in achieving its objectives, including the net asset value ('NAV'), the dividend
per share and the total ongoing charges.
• The Group's Consolidated Statement of Comprehensive Income is set out on page 58 of the report.
• A total dividend for the year to 30 April 2026 of 10.00p (2025: 13.00p) per Ordinary share has been
declared to shareholders by way of three payments totalling 7.5p per Ordinary share plus a planned
fourth interim dividend payment of 2.5p per Ordinary share.
• The NAV per Ordinary share at 30 April 2026 was 144.20p (2025: 133.04p).
• The ongoing charges (including investment management fees and other expenses but excluding exceptional items) for the year ended 30 April 2026 were 2.25% (2025: 2.79%). The decrease in the annualised ongoing charges is primarily due to a decrease in the Company's gross assets.
Principal Risks
As the Company has no gearing following full repayment of its tranche of 2025 ZDP shares on 30 April 2025 and as previously advised, the Company now utilises its extensive revenue reserve to bolster the income received from its portfolio to ensure an annual dividend is paid to shareholders of 10.00p (2.5p paid quarterly). It is expected that, inter alia and dependent upon market conditions, this is sustainable and will continue until the end of the financial year ending 30 April 2028. The Board keeps this situation under careful review at each quarterly meeting and will advise shareholders of any change in circumstances.
Emerging risks, such heightened geopolitical tensions across the globe, the possibility of rising global interest rates and inflationary pressures and increasing cyber and technology-related risks, are actively discussed to ensure that any such risks are adequately identified and are mitigated, as far as is reasonably practicable. Any emerging risks that are identified and which are considered to be of significance to the Company will be recorded within the risk matrix, together with any mitigants. The emerging risks referred to above are not deemed of sufficient significance to the Company to be added to the risk matrix; however, this is reviewed regularly. The Board has carried out a robust assessment of the emerging and principal risks facing the Company. Mitigation of risks is primarily sought and achieved in a number of ways as set out below:
|
Principal Risk |
Mitigation and Controls |
Movement in the year |
|||
|
Market risk |
The Company is exposed to UK market risk due to fluctuations in the market prices of its investments. The Investment Manager actively monitors economic performance of investee companies and reports regularly to the Board on a formal and informal basis. The Board meets formally with the Investment Manager on a quarterly basis when the portfolio transactions and performance are discussed and reviewed to ensure that the Investment Manager is managing the portfolio within the scope of the investment policy. The Company may hold a proportion of the portfolio in cash or cash equivalent investments from time to time. Whilst during positive stock market movements the portfolio may forego potential gains as a result of maintaining such liquidity, during negative market movements this may provide downside protection. |
|
|||
|
Discount volatility |
The Board recognises that, as a closed-ended company, it is in the long-term interests of shareholders to reduce discount volatility and believes that the prime driver of discounts over the longer term is performance. The Board and its advisers continue to monitor the Company's discount levels and shares may be bought back in future should it be considered appropriate to do so by the Board, taking into account the size of the Company and liquidity in the market in its shares. |
|
|||
|
Regulatory risk |
A breach of Companies Act provisions or Financial Conduct Authority ('FCA') rules may result in the Company being liable to fines or the suspension of the Company from listing and from trading on the London Stock Exchange. Furthermore, the Company must comply with the requirements of section 1158 of the Corporation Tax Act 2010 to maintain its investment trust status. The Board, with its advisers, monitors the Group's regulatory obligations both on an ongoing basis and at quarterly Board meetings. |
|
|||
|
Financial risk |
The financial position of the Group is reviewed via detailed management accounts at each Board meeting and both financial position and controls are monitored by the Audit Committee. The repayment of ZDP shares in April 2025 reduced gross assets but also removed gearing, leaving the Company ungeared and with a correspondingly lower level of financial risk. A more detailed explanation of the financial risks facing the Group is given in note 20 to the financial statements in the report.
|
|
|||
|
Political and geopolitical risk |
The Board recognises that changes in the political landscape may substantially affect the Company's prospects and the value of its portfolio companies. The Board and Investment Manager continue to monitor any developments in respect of geopolitical conflict and tensions such as the war in Ukraine and escalating tensions in the Middle East may drive market volatility, disrupt global supply chains and impact portfolio performance. Potential future changes to the UK's trade policies and regulatory landscape, including corporate taxation could impact the Company and its portfolio companies. The Board and Investment Manager regularly monitor and assess the UK and wider geopolitical landscape and the management teams of the underlying investment companies also have the ability to adapt their business models to adjust to any material changes in the regulatory environment. |
|
|||
|
Loss of key personnel |
The Board recognises the crucial part the Investment Manager plays in the success of the Company's performance and that the Company is substantially dependent on the services of the Investment Manager's investment team for the implementation of its investment policy. The departure of the Investment Manager or a key individual at Chelverton Asset Management Limited ('Chelverton') could therefore affect the Company's performance. As set out in the Investment Management Agreement, Chelverton is required to provide one or more dedicated fund managers to the Company, who provides the Board with regular updates on developments at Chelverton, such as succession planning and business continuity plans. Chelverton currently provides two fund managers to the Company, therefore lowering the impact of the potential loss of key personnel.
|
|
|||
|
Operational risk |
The Company relies on the performance of its third-party service providers. The preparation of the financial statements and administration and maintenance of its records are delegated to its Administrator and Company Secretary, Apex Fund Administration Services (UK) Limited. The custody of its assets has been delegated to Northern Trust. The Board reviews on a regular basis the performance, risk control procedures and the terms on which these third-party service providers provide services to the Company. |
|
|||
|
Cyber risk |
The Board is cognisant that cyber threats continue to increase in frequency and sophistication, posing potential risks to business operations, including financial losses, data breaches, and reputational damage. The Investment Manager assesses these risks in relation to portfolio companies. To mitigate these risks, the Company engages experienced service providers that prioritise cyber security through significant investment in their IT infrastructure. The Company's key service providers regularly confirm to the Board that robust business continuity plans and procedures are maintained to minimise the impact of potential service disruptions. The Board remains committed to ongoing oversight in this critical area. |
|
|||
|
Artificial Intelligence ('AI') risk |
The Board recognises that reliance on AI and automated systems may introduce risks associated with inaccurate outputs, data privacy and evolving regulatory requirements, potentially affecting portfolio management outcomes and operational resilience. These risks are mitigated through due diligence and ongoing oversight of the Investment Manager's controls, clear accountability frameworks, and established information security and compliance procedures. |
* |
Gearing has been removed from these principal risks as the Company had no gearing in place during the reporting period. The Board continues to keep this position under review should a suitable opportunity arise at some point in the future, in particular through the issue of a new tranche of ZDP shares of the type that previously applied gearing to the Ordinary shares.
Section 172 Statement
The Directors are mindful of their duties to promote the success of the Company in accordance with Section 172 of the Companies Act 2006, for the benefit of the shareholders, giving careful consideration to wider stakeholders' interests and the environment in which the Company operates. The Board recognises that its decisions are material, not only to the Company and its future performance, but also to the Company's key stakeholders, as identified below. In making decisions, the Board considered the outcome from its stakeholder engagement exercises as well as the need to act fairly as between the members of the Company.
|
Stakeholder Group |
Engagement in the year |
|
Shareholders |
The Company's shareholders have a significant role in monitoring and safeguarding the governance of the Company and can exercise their voting rights to do so at general meetings of the Company. Shareholders also benefit from improving performance and returns. All shareholders have access to the Board via the Company Secretary and the Investment Manager at key company events, such as the Annual General Meeting, and throughout the year by contacting the Company Secretary or the Chairman. These regular communications help the Board make informed decisions when considering how to promote the success of the Company for the benefit of shareholders. Furthermore, the Investment Manager prepares and publishes a monthly factsheet on their website. This year's Annual General Meeting is to be held on 8 September 2026 at the offices of Chelverton Asset Management, Basildon House, 7 Moorgate, London EC2R 6EA. Shareholders are encouraged to attend and vote at the Annual General Meeting or to vote by proxy and to appoint the Chairman as their proxy. Shareholders are also encouraged to put forward any questions to the Company Secretary in advance of the Annual General Meeting. The Board received enhanced Investor Relations themed reporting from its broker, Cavendish, during the year, including quarterly shareholder analyses, to ensure continuing awareness of key shareholder groups. |
|
Investment Manager |
The Board recognises the critical role of the Investment Manager in delivering the Company's future success. The Investment Manager attends Board and Audit Committee meetings, to participate in transparent discussions, where constructive challenge is encouraged. The Board and Investment Manager communicate regularly outside of these meetings with the aim of maintaining an open relationship and momentum in the Company's performance and prospects. The Investment Manager's performance is evaluated informally on a regular basis, with a formal review carried out on an annual basis by the Board when performing the functions of a management engagement committee. The Investment Management Agreement is reviewed as part of this process as further discussed on page 37 of the report. |
|
Key service providers |
The Board relies on a number of advisers for support in the successful operation of the Company and in order to meet its obligations. The Board therefore considers the Investment Manager, Company Secretary/Administrator, Auditor, Broker, Registrar and Custodian to be stakeholders. The Company employs a collaborative approach and looks to build long term partnerships with these key service providers. They are required to report to the Board on a regular basis and their performance and the terms on which they are engaged are evaluated and considered annually. |
|
Portfolio companies |
The Investment Manager regularly liaises with the management teams of companies within the Investment Portfolio and reports on findings and the performance of investee companies to the Board on at least a quarterly basis. |
|
Regulators |
The Board regularly reviews the regulatory landscape and ensures compliance with rules and regulations relevant to the Company via reporting at quarterly Board meetings from the Company Secretary. Compliance with relevant rules and regulations is regularly formally assessed. |
|
Community and environment |
The Board believes that consideration of environmental, social and governance ('ESG') factors as part of the investment process when pursuing the Company's objectives is key. The Board therefore discusses this with the Investment Manager on a regular basis. |
Principal Decisions
The Board defines principal decisions as those that are material to the Company as well as those that are significant to any of the Company's key stakeholders as identified. In making the principal decisions set out below, the Board considered the outcome from its engagement with stakeholders as well as the need to maintain a reputation for high standards of business conduct and the need to act fairly as between the members of the Company.
|
Principal Decision 1 |
Dividend policy Following the repayment of the final capital entitlement of the ZDP shares, the Company is now ungeared. As a result, the underlying income generated by the restructured portfolio is lower, leading to a reduction in distributable income available for ordinary shareholders.
In this context, the Board considered the sustainability and attractiveness of the Company's dividend. Having regard to the level of the Company's significant revenue reserves, the Board resolved to utilise these reserves to supplement underlying income. Accordingly, on 9 May 2025, the Board announced its intention to pay dividends of 2.5p per ordinary share on a quarterly basis, equivalent to 10.00p ordinary share per annum, until 30 April 2028 (subject inter alia to prevailing market conditions) effective from the first interim dividend in respect of the reporting period. Following due consideration, the Board agreed to maintain the dividend policy during the year. |
|
Principal Decision 2 |
Continue the Company's operations on an ungeared basis After careful consideration and following a detailed assessment by the Investment Manager, the Board has decided that the Company remains viable and should continue in existence as an ungeared investment trust company. Whilst it would have been desirable to refinance the Company, the absence of gearing reduces risk for Ordinary shareholders as ZDP holders have a prior capital entitlement over the assets of the Company. |
|
Principal |
Change of Broker |
|
Decision 3 |
During the year, the Board undertook a review of the Company's broker arrangements. |
|
|
Following consideration of the Company's requirements, including market expertise, distribution capabilities and the quality of corporate access, the Board approved the appointment of Cavendish Capital Markets Limited as the Company's broker. |
|
|
The Board believes that this appointment will support the Company's ongoing requirements and enhance its profile within the market. |
|
Principal |
Change in Alternative Fund Investment Manager (AIFM) |
|
Decision 4 |
During the year, the Board conducted a review of the Company's self-managed structure, taking into account evolving regulatory requirements, governance considerations and the resources required to support the Company effectively. Following this review, the Board approved the appointment of its investment manager, Chelverton Asset Management |
|
|
The Board considers that the appointment strengthens the Company's operational and regulatory infrastructure, enhances oversight and risk management, and is in the best interests of shareholders. |
Viability Statement
The Company repaid in full the commitments to shareholders of SDVP and did not replace the gearing these ZDP shares provided with a new issue.
As the Company is now ungeared, post the repayment of the final capital entitlement of the 2025 ZDPs, the underlying income from the restructured portfolio will lead to reduced dividend payments to ordinary shareholders. However, the Company has significant revenue reserves (£2.137m as at 30 April 2026), which can be used to supplement the underlying income.
The Board announced its intention to pay 2.5p per ordinary share on a quarterly basis being a total of 10.00p per ordinary share per annum in respect of each year until that ending on 30 April 2028 (subject inter alia to market conditions at the time), effective from the first interim dividend in respect of the year to April 2026. The shares will therefore provide a yield of 7.3% (based on the closing share price as at 16 June 2026. This dividend target takes into account the Company's revenue reserves and assumes no change in the underlying portfolio income.
The Board believes this represents a compelling combination of an attractive dividend yield and the potential for capital upside from any recovery in the UK small and midcap market.
The reduction in gross assets, whilst reducing the size of the Company, does not affect the net asset position, which remains broadly the same. The Company has operated as a geared, split-capital investment trust since launch in 1999 but will now carry on its investment operations as an ungeared vehicle specializing in small and mid-cap investments, as before. No change in approach to management is anticipated.
The Board believes that:
· it is appropriate to adopt the going concern basis for this Annual Report and Accounts; and
· the Company continues to be viable for a period of at least three years from the date of signing of this Annual Report and Accounts. Three years is considered by the Board to be the maximum period over which it is currently feasible to make a viability forecast based on known risks and macro-economic trends.
The following facts, which have not materially changed in the last financial year, support the Directors' view:
· the Company has a liquid investment portfolio invested predominantly in readily realisable smaller capitalised UK-listed and AIM traded securities and has a small amount of short-term cash on deposit; and
· revenue expenses of the Company are covered multiple times by investment income.
In order to maintain viability, the Company has a robust risk control framework for the identification and mitigation of risk, which is reviewed regularly by the Board. The Directors also seek assurances from its independent service providers, to whom all management and administrative functions are delegated, that their operations are well managed and they are taking appropriate action to monitor and mitigate risk. The Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of the assessment.
Other Statutory Information
Company status and business model
The Company was incorporated on 6 April 1999 and commenced trading on 12 May 1999. The Company is a closed-ended investment trust with registered number 03749536. Its capital structure consists of Ordinary shares of 25p each, which are listed and traded on the main market of the London Stock Exchange.
The principal activity of the Company is to carry on business as an investment trust. The Company has been granted approval from HMRC as an investment trust under Sections 1158/1159 of the Corporation Tax Act 2010 on an ongoing basis. The Company will be treated as an investment trust company subject to there being no serious breaches of the conditions for approval. The Company is also an investment company as defined in Section 833 of the Companies Act 2006. The current portfolio of the Company is such that its shares are eligible for inclusion in Individual Savings Accounts ('ISAs') up to the maximum annual subscription limit and the Directors expect this eligibility to be maintained.
The Group financial statements consolidate the audited annual report and financial statements of the Company and its Subsidiaries for the year ended 30 April 2026. The Company owns 100% of the issued ordinary share capital and voting rights of SDVP, which was incorporated on 25 October 2017 and 100% of the share capital and voting rights of 2031 ZDPCo, which was incorporated on 22 January 2025. SDVP is currently in liquidation following the redemption of the ZDP shares.
Further information on the capital structure of the Group can be found in the annual report.
Alternative Investment Fund Manager ('AIFM')
During the year, the Company was registered as a Small Registered AIFM with the FCA. Following Board and FCA approval, Chelverton became the AIFM of the Company on 24 July 2025. All required returns have been completed and filed.
Employees, environmental, human rights and community issues
The Board recognises the requirement under Section 414C of the Companies Act to detail information about employees, environmental, human rights and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements and the requirements of the Modern Slavery Act 2015 do not directly apply to the Company as it has no employees and no physical assets, all the Directors are non-executive and it has outsourced all its management and administrative functions to third-party service providers. The Company has therefore not reported further in respect of these provisions. However, in carrying out its activities and in relationships with service providers, the Company aims to conduct itself responsibly, ethically and fairly at all times.
Environmental, Social, Governance ('ESG')
The Board and the Investment Manager are committed to delivering the long-term investment objectives of the Company. This long-term lens involves careful consideration of systemic issues that can present investing opportunities and challenges for investors, such as those relating to climate change and more sustainable business practice.
The Company does not have a sustainability objective and is not managed using exclusions or minimum ESG thresholds (except where required by law). ESG considerations are integrated as part of risk management and stewardship.
Responsible investing and active stewardship lie at the heart of the investing approach and the Investment Manager is signatory to the United Nations-supported Principles of Responsible Investment ('PRI') and the UK Stewardship Code. As signatory to these best-practice principles the Investment Manager systematically incorporates material ESG issues within its investment analysis and decision making and adheres to policies and processes designed to ensure the responsible allocation, management, and oversight of capital to support long-term sustainable value for clients and beneficiaries.
The Responsible Investing policies, plans, and risk controls that guide the Investment Manager's investing activities are detailed in a Responsible Investing Policies Pack, available to view on the Chelverton website alongside an annual UK Stewardship Code Report and quarterly Engagement and Voting reports.
The Responsible Investing Policies Pack includes:
• an ESG Integration Policy detailing how E, S, and G issues are incorporated within the investment process and how ESG risk is monitored and controlled.
• a Shareholder Engagement and Voting Policy detailing the principles that guide the Investment Manager's engagement and voting behaviour.
• an annual Engagement Plan, designed to ensure ESG issues are appropriately incorporated within company engagements and detailing how the Investment Manager engages to support improvements in company ESG management and reporting and the control of systemic risk.
The internal roles, governance structures, and resources that support the responsible investing and active stewardship activities of the Investment Manager include:
• a Corporate Governance Manager and external ESG partner (Canbury Insights), who work with the Investment Manager supporting E, S, and G analysis and engagement and voting activities.
• a regular cycle of ESG meetings that input to Board oversight of material ESG risk.
• Integrum ESG data and other selective third party data sources.
ESG in a UK small and mid-cap context
Small and medium-sized companies are neither immune from the impact of systemic risk, nor without a significant role to play in the delivery of required change. However, small and mid-sized companies are typically poorly researched by external ESG ratings agencies and assessments show a recognised large-cap bias. Consequently, the Investment Manager does not rely on external ESG ratings, considering these for contextual purposes only. The Investment Manager prefers in-house analysis supported by Integrum ESG data and bespoke company-level analysis from its ESG partner, Canbury Insights, considering this more appropriate for the small and mid-cap universe.
Corporate governance issues within investee companies
The Board relies on the Investment Manager to factor in consideration of corporate governance matters when assessing existing and potential investments. The Investment Manager pays particular attention to corporate governance, believing purpose driven companies, demonstrating strong and effective governance and a healthy corporate culture, are best placed to succeed.
The Investment Manager has the support of its Corporate Governance Manager and external ESG partner in this assessment, supplemented by Integrum ESG data and bespoke company-level analysis. The assessment is sensitive to company size, level of maturity, and specific circumstances of each company.
The Investment Manager is supportive of the general principles expressed by the UK Corporate Governance Code and Quoted Companies Alliance ('QCA') Code for small and medium sized companies and expects companies to adhere to these standards or explain why they have not done so. The Investment Manager considers the following, engaging to understand individual circumstances and to influence change where this is deemed to be of value.
Board size and composition of investee companies
The Investment Manager considers the boards of small and medium-sized companies should not become too large for cost and efficiency reasons and that the Board should be well-balanced in terms of executive and non-executive directors, with a majority of non-executive directors.
Non-executive directors are scrutinised for their independence and good historic behaviour.
The tenure of directors should ideally not exceed nine years. However, this is always considered within the company context.
The Investment Manager prefers non-executives to be on fewer rather than multiple boards whilst acknowledging good non-executives are in short supply.
The Investment Manager looks for an appropriate mixture of abilities and knowledge on the Board and considers the experience of an independent Chair to be particularly important.
Diversity and inclusion at board level is considered an indicator of an inclusive company culture and important in relation to the quality of decision-making. Whilst encouraging boards to ensure their composition is reflective of society, the Investment Manager accepts this can take time to achieve. However, the Investment Manager will engage to ensure board diversity is a consideration in the nomination process, where appropriate.
Remuneration
Executive remuneration proposals are reviewed annually using the company report and accounts and the Investment Manager will engage with the Chair or Chair of the Remuneration Committee where proposals do not meet the following broad criteria:
Remuneration should encourage long-term value creation and the alignment of management and shareholder interests, including claw back mechanisms in the event of misconduct.
Basic pay awards above inflation should be justified by performance. Performance thresholds should be challenging and linked to clear targets.
The Investment Manager favours the inclusion of material ESG management targets alongside financial targets and believes that awards should be sensitive to the constraints on awards to the wider workforce during periods of difficult trading.
Long term incentive schemes should be simple and share-based with minimum holding periods, and the Investment Manager favours the inclusion of total shareholder return metrics in long term incentive schemes.
Shareholder dilution resulting from the issuance of options or new shares in remuneration packages should not be excessive.
One-off recruitment awards to secure the right candidate should not become part of ongoing remuneration.
Executive pension contributions should progressively align with the pension contributions of the wider workforce.
Environmental issues
The Board expects the Investment Manager to consider each company's approach to the identification, management and reporting of material environmental issues. To this end, the Investment Manager may undertake targeted engagement with companies, with the support of its Corporate Governance Manager and external ESG partner where appropriate.
The Investment Manager also undertakes a review of company policies, standards, and commitments in relation to environmental responsibilities, including those outlined below, as appropriate.
Climate
The Board accepts that limiting global warming to 1.5 degrees above pre-industrials, in line with the Paris Agreement and national commitments to Net Zero, is a central consideration for a responsible investor.
The Board encourages the Investment Manager to employ shareholder influence to ensure all investee companies are working towards the adoption of a net zero strategy.
Biodiversity
The Board is mindful of the depletion in the natural capital upon which we all depend and the urgency to reverse biodiversity loss and encourages the Investment Manager to engage with investee companies to ensure focus on natural resource efficiency, the control of negative impacts, and the adoption of policies and practices that can support nature restoration.
Social issues
As part of the investment process the Investment Manager considers each company's approach to the identification, management and reporting of material social issues. To this end, the Investment Manager may undertake targeted engagement with companies, with the support of its Corporate Governance Manager and external ESG partner where appropriate.
A review of company policies, standards, and commitments in relation to social issues, including those outlined below, is undertaken as relevant.
Human rights
The Board relies on the Investment Manager to adopt procedures to understand each company's focus on
the effective management of human rights issues, including within supply chains.
Human capital
Competition for talent across many sectors of the economy is fierce and the employment expectations, training and support needs of the workforce have rapidly evolved in recent years. A company's focus on recruitment, employee satisfaction, and retention is viewed by both the Board and the Investment Manager to be central ingredients of company success.
The Board expects the Investment Manager to use its influence as a shareholder to encourage that all investee companies are focused on improving diversity, equity and inclusion within leadership and the wider workforce.
Anti-bribery
The Company's Investment Manager has confirmed that anti-bribery policies and anti-corruption policies are in place and they do not tolerate bribery or corruption. The policies are considered as part of their risk assessment on an annual basis.
Health and safety
As a part of understanding company culture and a company's focus on human capital, company policies are reviewed by the Investment Manager. This includes reviews of performance statistics, where relevant, relating to occupational Health and Safety.
Engagement
Engagement lies at the heart of the Investment Manager's approach to managing ESG risk and significant
time and resources are devoted to company engagement.
The Investment Manager fosters constructive relationships with the executive and non-executive management teams of investee companies, and increasingly with sustainability and other professionals such as investor relations, seeking purposeful dialogue on ESG issues.
Engagement activity is reported on an annual basis in the Investment Managers UK Stewardship Code Report and is guided by the Chelverton Shareholder Engagement and Voting Policy.
The Board considers the Investment Manager's skill and expertise when engaging with companies to be value enhancing. The Investment Manager follows a structured approach, relying on the support of its Corporate Governance Manager and external ESG partner to ensure the appropriate inclusion of material ESG issues and progress in relation to active engagement objectives.
The Investment Manager follows a targeted engagement approach, focusing on in-depth engagements with specific companies where material ESG considerations or scope for improvement have been identified. The Investment Manager communicates its expectations through bespoke correspondence and direct dialogue, allowing for more precise and impactful discussions on relevant issues. Key engagement themes for 2026, as set out in the Investment Manager's annual Engagement Plan, include climate change and net zero, biodiversity and natural capital, diversity, equity and inclusion (DEI), executive remuneration, and responsible AI governance.
In relation to climate change, the Investment Manager has set a formal engagement target, as detailed in its TCFD Report: by 2030, 100% of portfolio companies identified as lacking a credible climate strategy will be subject to direct engagement, with the goal of having them commit to and publish a net-zero emissions target, with a preference for validation by the Science Based Targets initiative (SBTi). The Investment Manager's engagement objectives are structured hierarchically, prioritising evidence of clear transition plans from companies with established targets, encouraging companies without SBTi-validated targets to commit to science-based goals, and providing guidance to companies without any public target to support them in setting their first net-zero commitment.
Collaborative engagement
Collaborative engagement aims to support the needs of small and mid-sized companies within the financial system and promote their participation in more sustainable business practice, and the Investment Manager targets collaborative engagements that address the market-wide and systemic risks identified through the investment process as important.
The desired outcome of active engagement is to reduce investment risk and enhance the prospects of investee companies through dialogue and support. However, the Investment Manager may look to sell holdings where the investment case is considered at risk for any reason, including due to inadequate management focus on material ESG risk.
Proxy voting
The Board and Investment Manager consider voting an important shareholder right. Consequently, the Investment Manager seeks to vote every eligible vote in line with the principles laid out in the Chelverton Asset Management Shareholder Engagement and Voting Policy and active engagement objectives laid out in the annual Engagement Plan. However, in principle, having satisfied itself regarding the integrity of the investment case, the Investment Manager is likely to be supportive of company management.
The Investment Manager does not rely on the services of a third-party proxy voting advisor, believing in-house governance analysis by the ESG Team's Corporate Governance Manager, considered alongside the contextual knowledge of the Investment Manager, is more pertinent for small and mid-sized companies.
Voting behaviour, including the rationale for any vote that is not supportive of a management resolution, is reported on a quarterly basis on the Chelverton website and summarised annually in the UK Stewardship Code Report.
Data science and third-party data resources
The Investment Manager draws on Integrum ESG data alongside bespoke company-level analysis prepared by its external ESG partner. Company engagements and progress against engagement objectives are recorded on a dedicated engagement tracking platform (GoldVision), maintained by the Investment Manager.
Screening
The Investment Manager does not currently set limits or apply exclusion or inclusion criteria in relation to sustainability objectives, except where required by law or in relation to banned activities under international conventions.
However, the Investment Manager's investment focus on quality characteristics will tend to exclude companies assessed as managing ESG risks badly and/or without a credible strategy. For example, if a company operating in a high ESG risk sector is identified as managing ESG risk poorly, the company will tend to be excluded from consideration by the Investment Manager's selection criteria, as laid out in the Investment Manager's ESG Integration Policy.
Anti-greenwashing rule
The FCA's anti-greenwashing rule is designed to ensure sustainability-related claims are fair, clear and not misleading. The Investment Manager does not currently manage any funds pursuing sustainability objectives. However, as a responsible investor it follows a structured approach to ESG Integration and Stewardship to ensure relevant ESG issues are considered alongside financial factors with the aim of protecting and enhancing investment value for clients.
Global greenhouse gas emissions
The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
Streamlined energy and carbon reporting
The Company is categorised as a lower energy user under the HMRC Environmental Reporting Guidelines March 2019 and is therefore not required to make the detailed disclosures of energy and carbon information set out within the guidelines. The Company has therefore not reported further in respect of these guidelines.
Culture and values
The Company's values are to act responsibly, ethically and fairly at all times. The Company's culture is driven by its values and is focused on providing Ordinary shareholders with a high income and opportunity for capital growth. As the Company has no employees, its culture is represented by the values, conduct and performance of the Board, the Investment Manager and its key service providers, all of whom work collaboratively to support delivery of the Company's strategy.
Current and future developments
A review of the main features of the year and the outlook for the Company is contained in the Chairman's
Statement and the Investment Manager's Report set out above
Dividends declared/paid
|
|
Payment date |
30 April 2026 Pence |
30 April 2025 Pence |
|
First interim |
10 October 2025 |
2.5 |
3.25 |
|
Second interim |
8 January 2026 |
2.5 |
3.25 |
|
Third interim |
17 April 2026 |
2.5 |
3.25 |
|
Fourth interim |
10 July 2026 |
2.5 |
3.25 |
|
|
|
10.00 |
13.00 |
|
The Directors do not declare a final dividend. |
|
|
|
Ten year dividend history
|
|
2026 |
2025 |
2024 |
2023 |
2022 |
2021 |
2020 |
2019 |
2018 |
2017 |
|
|
pence |
pence |
pence |
pence
|
pence |
pence |
pence |
pence |
pence |
Pence |
|
1st Quarter |
2.5 |
3.25 |
3.15 |
2.9425 |
2.75 |
2.50 |
2.40 |
2.19 |
2.02 |
1.85 |
|
2nd Quarter |
2.5 |
3.25 |
3.15 |
2.9425 |
2.75 |
2.50 |
2.40 |
2.19 |
2.02 |
1.85 |
|
3rd Quarter |
2.5 |
3.25 |
3.15 |
2.9425 |
2.75 |
2.50 |
2.40 |
2.19 |
2.02 |
1.85 |
|
|
7.5 |
9.75 |
9.45 |
8.8275 |
8.25 |
7.50 |
7.20 |
6.57 |
6.06 |
5.55 |
|
4th Quarter |
2.5 |
3.25 |
3.15 |
2.9425 |
2.75 |
2.50 |
2.40 |
2.40 |
2.40 |
2.40 |
|
|
10.00 |
13.00 |
12.60 |
11.77 |
11.00 |
10.00 |
9.60 |
8.97 |
8.46 |
7.95 |
|
% (decrease)/increase of core dividend |
(23.1) |
3.2 |
7.05 |
7.00 |
10.00 |
4.17 |
7.02 |
6.03 |
6.47 |
6.00 |
|
Special dividend |
- |
- |
- |
- |
- |
0.272 |
- |
2.50 |
0.66 |
1.86 |
|
Total dividend |
|
13.00 |
12.60 |
11.77 |
11.00 |
10.272 |
9.60 |
11.47 |
9.12 |
9.81 |
The Strategic Report is signed on behalf of the Board by
Howard Myles
Chairman
29 June 2026
Statement of Directors' Responsibilities
in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with UK adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under international accounting standards.
Under company law the Directors must not approve the financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the Group and the Company for that period.
In preparing each of the Group and the Company's financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state that the Group and the Company have complied with UK adopted international accounting standards subject to any material departures disclosed and explained in the financial statements;
· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with specific requirements in UK adopted international accounting standards is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group and the Company's financial position and financial performance; and
· make an assessment of the Group's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group's financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, a Directors' Report, Directors' Remuneration Report and Statement on Corporate Governance that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the FCA.
The Directors are responsible for the maintenance and integrity of the corporate and financial information relating to the Company on the Investment Manager's website. Legislation in the UK governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge and belief:
· the financial statements, prepared in accordance with the relevant financial framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group;
· the Annual Report includes a fair review of the development and performance of the Group and the position of the Group, together with a description of the principal risks and uncertainties faced;
· the Annual Report is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and
· the Investment Managers' Report includes a fair review of the development and performance of the business and the Group and its undertakings included in the consolidation taken as a whole and adequately describes the principal risks and uncertainties they face.
On behalf of the Board of Directors
Howard Myles
Chairman
29 June 2026
Consolidated Statement of Comprehensive Income
for the year ended 30 April 2026
|
|
Note |
Revenue £'000 |
2026 Capital £'000 |
Total £'000 |
Revenue £'000 |
2025 Capital £'000 |
Total £'000 |
|
Gains/(Losses) on investments at fair value through profit or loss |
10 |
_
|
3,433 |
3,433 |
- |
(3,529) |
(3,529) |
|
Investment income |
2 |
2175
|
35 |
2,210 |
3,487 |
- |
3,487 |
|
Bank interest |
|
21 |
- |
21 |
18 |
_ |
18 |
|
Investment management fee |
3 |
(83)
|
(249)
|
(332) |
(134) |
(400) |
(534) |
|
Other expenses |
4 |
(427) |
35 |
(392) |
(406) |
(491) |
(897) |
|
Foreign exchange gain/(losses) |
|
- |
(4) |
(4) |
- |
(6) |
(6) |
|
Net surplus/(deficit) before finance costs and taxation |
|
1,686 |
3,250 |
4,936 |
2,965 |
(4,426) |
(1,461) |
|
Finance costs |
6 |
- |
- |
- |
- |
(736) |
(736) |
|
Net surplus/(deficit) before taxation |
|
1686 |
3,250 |
4,936 |
2,965 |
(5,162) |
(2,197) |
|
Taxation |
7 |
(18) |
- |
(18) |
(40) |
- |
(40) |
|
Total comprehensive income/(expense) for the year |
|
1,668 |
3,250 |
4,918 |
2,925 |
(5,162) |
(2,237) |
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
|
Pence |
pence |
pence |
Pence |
pence |
pence |
|
|
|
|
|
|
|
|
|
|
Net return per Ordinary share |
8 |
7.42p |
14.48p |
21.90 |
13.32 |
(23.51) |
(10.19) |
The total column of this statement is the Statement of Comprehensive Income of the Group prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006. All revenue and capital items in the above statement derive from continuing operations. The ZDP shares 2025 were repaid on 30 April 2025. All of the net return for the period and the total comprehensive income for the period is attributable to the shareholders of the Group. The supplementary revenue and capital return columns are presented for information purposes as recommended by the Statement of Recommended Practice issued by the AIC.
The accompanying notes form part of these financial statements.
Consolidated and Parent Company Statement of Changes in Net Equity
for the year ended 30 April 2026
|
|
|
Share capital |
Share premium account |
Capital redemption reserve |
Capital reserve |
Revenue |
Total |
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Year ended 30 April 2026 |
|
|
|
|
|
|
|
|
30 April 2025 |
|
5,613 |
19,609 |
5,004 |
(3,322) |
2,882 |
29,867 |
|
Total comprehensive expense for the year |
|
- |
- |
- |
3,250 |
1,668 |
4,918 |
|
Dividends paid |
9 |
- |
- |
- |
- |
(2,413) |
(2,413) |
|
30 April 2026 |
|
5,613 |
19,690 |
5,004 |
(72) |
2,137 |
32,372 |
|
|
|
|
|
|
|
|
|
|
Year ended 30 April 2025 |
|
|
|
|
|
|
|
|
30 April 2024 |
|
5,386 |
18,497 |
5,004 |
1,840 |
2,794 |
33,521 |
|
Total comprehensive expense for the year |
|
- |
- |
- |
(5,162) |
2,925 |
(2,237) |
|
Ordinary shares issued |
|
227 |
1,200 |
- |
- |
- |
1,427 |
|
Expenses of Ordinary share issue |
|
- |
(7) |
- |
- |
- |
(7) |
|
Dividends paid |
9 |
- |
- |
- |
- |
(2,837) |
(2,837) |
|
30 April 2025 |
|
5,613 |
19,690 |
5,004 |
(3,322) |
2,882 |
29,867 |
The accompanying notes form part of these financial statements.
Consolidated and Parent Company Balance Sheets
as at 30 April 2026
|
|
Note |
Group 2026 £'000 |
Group 2025 £'000 |
Company 2026 £'000 |
Company 2025 £'000 |
|
Non-current assets |
|
|
|
|
|
|
Investments at fair value through profit or loss |
10 |
31,660 |
27,967 |
31,660 |
27,967 |
|
Investments in Subsidiaries |
|
- |
- |
100 |
100 |
|
|
|
31,660 |
27,967 |
31,760 |
28,067 |
|
Current assets |
|
|
|
|
|
|
Trade and other receivables |
13 |
421 |
765 |
421 |
765 |
|
Cash and cash equivalents |
|
464 |
1,596 |
464 |
1,596 |
|
|
|
885 |
2,361 |
885 |
2,361 |
|
Total assets |
|
32,545 |
30,328 |
32,645 |
30,428 |
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
14 |
(173) |
(461) |
(273) |
(561) |
|
|
|
(173) |
(461) |
(273) |
(561) |
|
Total assets less current liabilities |
|
32,372 |
29,867 |
32,372 |
29,867 |
|
Total liabilities |
|
(173) |
(461) |
(273) |
(561) |
|
Net assets |
|
32,372 |
29,867 |
32,372 |
29,867 |
|
Represented by: |
|
|
|
|
|
|
Share capital |
17 |
5,613 |
5,613 |
5,613 |
5,613 |
|
Share premium account |
|
19,690 |
19,690 |
19,690 |
19,690 |
|
Capital redemption reserve |
|
5,004 |
5,004 |
5,004 |
5,004 |
|
Capital reserve |
|
(72) |
(3,322) |
(72) |
(3,322) |
|
Revenue reserve |
|
2,137 |
2,882 |
2,137 |
2,882 |
|
Equity shareholders' funds |
|
32,372 |
29,867 |
32,372 |
29,867 |
|
|
|
|
|
|
|
|
|
|
pence |
pence |
Pence |
Pence |
|
Net asset value per Ordinary share |
|
144.20 |
133.04 |
144.20 |
133.04 |
The accompanying notes form part of these financial statements.
These financial statements were approved by the Board of Chelverton UK Dividend Trust PLC and authorised for issue on 29 June 2026.
Howard Myles
Chairman
Company Registered Number: 03749536
Consolidated and Parent Company Statement of Cash Flows
for the year ended 30 April 2026
|
|
Note |
2026 £'000 |
2025 £'000 |
|
Operating activities |
|
|
|
|
Net surplus/(deficit) before taxation
|
|
4,936 |
(2,197) |
|
Taxation |
|
(18) |
(40) |
|
Net surplus/(deficit) after taxation |
|
4,918
|
(2,237) |
|
Net capital (surplus)/deficit |
|
(3,250) |
5,162 |
|
Decrease/(increase) in receivables |
|
280 |
(34) |
|
(Decrease)/increase in payables |
|
(288) |
326
|
|
Interest and expenses charged to the capital reserve |
|
(218) |
(895)
|
|
Other capital movements |
|
35 |
_ |
|
Cash generated from operations |
|
1,477 |
2,322 |
|
Purchases of investments |
10 |
(7,893) |
(14,106) |
|
Sales of investments |
10 |
7,697 |
34,021 |
|
Net cash (outflow)/inflow from operating activities |
|
(196) |
19,915 |
|
Financing activities |
|
|
|
|
Redemption of Zero Dividend Preference shares |
|
_ |
(19,311) |
|
Issue of Ordinary shares |
|
_ |
1,427 |
|
Expenses of Ordinary share issue |
|
_ |
(7) |
|
Dividends paid |
9 |
(2,413) |
(2,837) |
|
Net cash outflow from financing activities |
|
(2,413) |
(20,728) |
|
Change in cash and cash equivalents |
|
(1,132) |
1,509 |
|
Cash and cash equivalents at start of year |
|
1,596 |
87 |
|
Cash and cash equivalents at end of year |
|
464 |
1,596 |
The accompanying notes form part of these financial statements.
Notes to the Financial Statements
as at 30 April 2026
1 ACCOUNTING POLICIES
Chelverton UK Dividend Trust PLC is a public company, limited by shares, domiciled and registered in the UK. The consolidated financial statements for the year ended 30 April 2026 comprise the financial statements of the Company and its Subsidiaries.
Basis of preparation
The consolidated financial statements of the Group and the financial statements of the Company have been prepared in accordance with UK-adopted International Accounting Standards and with the Companies Act 2006 as applicable to companies reporting under international accounting standards, and reflect the following policies which have been adopted and applied consistently.
New standards, interpretations and amendments adopted by the Group
There are no amendments to standards effective this year, being relevant and applicable to the Group.
Critical accounting judgements and uses of estimation
The preparation of financial statements in conformity with UK-adopted Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and the amounts reported in the Balance Sheet and the Statement of Comprehensive Income. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. There were no significant accounting estimates or significant judgements in the current period.
Special dividends are assessed and credited to capital or revenue according to their circumstances and are considered to require significant judgement.
Basis of consolidation
The Group financial statements consolidate (under IFRS10), the financial statements of the Company and its wholly-owned Subsidiaries, drawn up to the same accounting date.
The Subsidiaries are consolidated from the date of their incorporation, being the date on which the Company obtained control, and will continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights. The financial statements of the Subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them, are eliminated.
As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income. The amount of the Company's return for the financial period dealt with in the financial statements of the Group is a gain of £4,918,000 (2025: loss of £2,237,000).
Convention
The financial statements are presented in Sterling rounded to the nearest thousand. The financial statements have been prepared on a going concern basis under the historical cost convention, except for the measurement at fair value of investments classified as fair value through profit or loss. Where presentational guidance set out in the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('SORP'), issued by the Association of Investment Companies (dated June 2022) is consistent with the requirements of UK-Adopted International Accounting Standards, the Directors have sought to prepare the financial statements on a consistent basis compliant with the recommendations of the SORP.
Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment of business, being investment business. The Group only invests in companies listed in the UK.
Investments
All investments held by the Group are recorded at 'fair value through profit or loss'. Investments are initially recognised at cost, being the fair value of the consideration given.
After initial recognition, investments are measured at fair value, with unrealised gains and losses on investments and impairment of investments recognised in the Consolidated Statement of Comprehensive Income and allocated to capital. Realised gains and losses on investments sold are calculated as the difference between sales proceeds and cost.
For investments actively traded in organised financial markets, fair value is generally determined by reference to quoted market bid prices at the close of business on the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset.
Unquoted investments are valued at the balance sheet date using recognised valuation methodologies. In accordance with International Private Equity and Venture Capital ('IPEVC') valuation guidelines. This can include dealing prices, third party valuations where available and other information as appropriate.
Trade date accounting
All 'regular way' purchases and sales of financial assets are recognised on the 'trade date', i.e. the day that the Group commits to purchase or sell the asset. Regular way purchases, or sales, are purchases or sales of financial assets that require delivery of the asset within a time frame generally established by regulation or convention in the market place.
Income
Dividends receivable on quoted equity shares are taken into account on the ex-dividend date. Where no ex-dividend date is quoted, they are brought into account when the Group's right to receive payment is established. Other investment income and interest receivable are included in the financial statements on an accruals basis. UK dividend income comprises both amounts received in GBP from UK companies and amounts elected to be received in foreign currencies from UK companies, with all figures reported on a gross basis before any withholding tax.
The Company carries out special cum-dividend and special ex-dividend trades as a portfolio management tool to both enhance income and manage long-term positions. The income generated from such trades is allocated to the revenue column of the Statement of Comprehensive Income and recognised on the date of the transaction. This has the effect of increasing income and is offset by a decrease in unrealised gains/(losses) on investments.
In deciding whether a dividend should be regarded as a Capital or Revenue receipt, the Company reviews all relevant information as to the reasons for and sources of the dividend on a case by case basis depending upon the nature of the receipt. Special dividends of a revenue nature are recognised through the Revenue column of the Income Statement. Special Dividends of a capital nature are recognised through the Capital column of the Income Statement.
Expenses
All expenses are accounted for on an accruals basis. All expenses are charged through the revenue
account in the Consolidated Statement of Comprehensive Income except as follows:
· expenses which are incidental to the acquisition of an investment are included within the costs of the investment;
· expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment;
· expenses are charged to capital reserve where a connection with the maintenance or enhancement of the value of the investments can be demonstrated;
· operating expenses of the Subsidiaries are borne by the Company and taken 100% to capital.
All other expenses are allocated to revenue with the exception of 75% (2025: 75%) of the Investment Manager's fee which is allocated to capital. This is in line with the Board's expected long-term split of returns from the investment portfolio, in the form of capital and income gains respectively.
Cash and cash equivalents
Cash in hand and in banks including where held by custodians and short-term deposits which are held to maturity are carried at cost. Cash and cash equivalents are defined as cash in hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
Loans and borrowings
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received, less issue costs, where applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost. Any difference between cost and redemption value is recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest basis.
Share issue costs
Costs incurred directly in relation to the issue of shares in the Subsidiaries are borne by the Company and taken 100% to capital. Share issue costs relating to Ordinary share issues by the Company are taken 100% to the share premium account in respect of premiums on issue of such shares. Where there is no premium on issue, costs are taken directly to equity against revenue reserves.
Capital reserve
Capital reserve (other) includes:
· gains and losses on the disposal of investments;
· exchange differences of a capital nature; and
· expenses, together with the related taxation effect, allocated to this reserve in accordance with the above policies.
Capital reserve (investment holding gains) includes increase and decrease in the valuation of investments held at the year end. This reserve is distributable to the extent that gains have been realised.
Revenue reserve
This reserve includes net revenue recognised in the revenue column of the Statement of Comprehensive
Income. This reserve is distributable.
Capital redemption reserve
This reserve represents the cancellation of the C shares when they were converted into Ordinary shares
and deferred shares. This reserve is not distributable.
Share premium reserve
This reserve can be used to finance the redemption and/or purchase of shares in issue. It has been built up due to historic share issuances. This reserve is not distributable.
Taxation
There is no charge to UK income tax as the Group's allowable expenses exceed its taxable income. Deferred tax assets in respect of unrelieved excess expenses are not recognised as it is unlikely that the Group will generate sufficient taxable income in the future to utilise these expenses. Deferred tax is not provided on capital gains and losses because the Company meets the conditions for approval as an investment trust company.
Dividends payable to shareholders
Dividends to shareholders are recognised as a liability in the period in which they are paid or approved in general meetings and are taken to the Statement of Changes in Net Equity. Dividends declared and approved by the Group after the Balance Sheet date have not been recognised as a liability of the Group at the Balance Sheet date.
2 INCOME
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Income from listed investments
|
2,179 |
|
|
UK dividend income |
2,114 |
3388 |
|
Property income distributions |
96 |
99 |
|
|
2,210 |
3,487 |
|
Other income |
|
|
|
Bank interest |
21 |
18 |
|
Total income |
2,231 |
3,505 |
Included in income from investments is £105,718 (2025: £148,693) relating to income from special cum-dividend and special ex-dividend trades. This has an equal and opposite effect on unrealised gains/(losses) on investments.
3 INVESTMENT MANAGEMENT FEE
|
|
|
2026 |
|
|
2025 |
|
|
|
Revenue
|
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Investment management fee |
83 |
249 |
332 |
134 |
400 |
534 |
At 30 April 2026 there were amounts outstanding of £46,000 (2025: £51,000).
|
4 |
OTHER EXPENSES |
|
|
||||||
|
|
|
2026 |
2025 |
||||||
|
|
|
£'000 |
£'000 |
||||||
|
|
Administration and secretarial fees |
64 |
64 |
||||||
|
|
Directors' remuneration (note 5) |
77 |
77 |
||||||
|
|
Auditor's remuneration: ** |
|
|
||||||
|
|
Fees payable to the Company's auditor for the audit of the Company's annual accounts* |
67 |
65 |
||||||
|
|
Insurance |
5 |
4 |
||||||
|
|
Other expenses* |
179 |
687 |
||||||
|
|
|
392 |
897 |
||||||
|
|
Subsidiary operating costs for SDVP^ |
_ |
(13) |
||||||
|
|
Subsidiary operating costs for 2031 ZDPCo+ |
35 |
(478) |
||||||
|
|
|
427 |
406 |
||||||
|
|
*The above amounts include irrecoverable VAT where applicable. **The fee payable for the 2026 Company's financial statements is £42,370 (2025: £42,350) excluding VAT. Also included is an amount of £11,000 (2024: £12,000) excluding VAT relating to the previous financial period. ^The 2025 comparative figure includes the audit fee of £4,500 (excluding VAT) for the audit of the ZDP 2025. +Includes £30,000 (excluding VAT) payable to the Company's auditor in respect of other assurance services.
|
||||||||
|
5 |
DIRECTORS' REMUNERATION
|
|
|
||||||
|
|
|
2026 |
2025 |
||||||
|
|
|
£ |
£ |
||||||
|
|
Directors' fees |
77,000 |
77,000 |
||||||
|
|
|
77,000 |
77,000 |
||||||
|
|
Remuneration to Directors |
|
|
||||||
|
|
H Myles |
30,000 |
30,000 |
||||||
|
|
A Watkins |
25,000 |
25,000 |
||||||
|
|
D Hadgill |
22,000 |
22,000 |
||||||
|
|
|
77,000 |
77,000 |
||||||
|
6 |
FINANCE COSTS |
|
|
||||||
|
|
2026 Revenue Capital |
Total |
Revenue |
2025 Capital |
Total |
||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
Appropriations in respect of Zero Dividend Preference shares |
- |
- |
- |
- |
736 |
736 |
|||
|
|
- |
- |
- |
- |
736 |
736 |
|||
|
|
|
|
|||||||
|
7 TAXATION |
|
|
|||||||
|
|
|
||||||||
|
|
2026 |
2025 |
|||||||
|
|
£'000 |
£'000 |
|||||||
|
Based on the revenue return for the year |
|
|
|||||||
|
Overseas tax |
18 |
40 |
|||||||
|
|
18 |
40 |
|||||||
The total tax charge for both years is the standard rate of corporation tax in the UK of 25%.
|
|
Revenue |
2026 Capital |
Total |
Revenue |
2025 Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Net (deficit)/surplus before taxation |
1,686 |
3,250 |
4,936 |
2,965 |
(5,162) |
(2,197) |
|
|
|
|
|
|
|
|
|
Corporation tax at 25% (2025: 25%) |
422 |
813 |
1,235 |
741 |
(1,291) |
(550) |
|
Effects of: |
|
|
|
|
|
|
|
Capital items not taxable |
- |
(858) |
(858) |
_ |
1,066 |
1,066 |
|
UK dividends which are not liable to UK corporation tax |
(520) |
(9) |
(529) |
(847) |
_ |
(847) |
|
Excess expenses in the year |
98 |
54 |
152 |
106 |
225 |
331 |
|
Overseas tax |
18 |
- |
18 |
40 |
_ |
40 |
|
Total tax charged to the revenue account |
18 |
- |
18 |
40 |
_ |
40 |
The Group has unrelieved excess expenses of £27,121,000 (2025: £26,645,00). It is unlikely that the Group will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset has been recognised.
8 RETURN PER SHARE
Ordinary shares
Revenue return per Ordinary share is based on revenue on ordinary activities after taxation of £1,668,000 (2025: £2,925,000) and on 22,450,000 (2025: 21,951,959) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.
Capital return per Ordinary share is based on the capital gain of £3,250,000 (2025: loss of £5,162,000) and on 22,450,000 (2025: 21,951,959) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.
9 DIVIDENDS
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Declared and paid per Ordinary share Fourth interim dividend for the year ended 30 April 2025 of 3.25p (2024: 3.15p) |
730 |
679 |
|
First interim dividend of 2.5p (2025: 3.25p) |
561 |
715 |
|
Second interim dividend of 2.5p (2025: 3.25p) |
561 |
717 |
|
Third interim dividend of 2.5p (2025: 3.25p) |
561 |
726 |
|
|
2,413 |
2,837 |
|
Declared per Ordinary share* Fourth interim dividend for the year ended 30 April 2026 of 2.5p (2025: 3.25p) |
561 |
730 |
|
All dividends are paid from Revenue Reserve. * Dividend paid subsequent to the year end. |
|
|
10 INVESTMENTS - Group and Company
|
|
All other listed* |
AIM traded** |
Delisted*** |
Total |
|
Year ended 30 April 2026 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Opening book cost |
19,809 |
16,879 |
1,161 |
37,849 |
|
Opening investment holding losses |
(4,258) |
(4,463) |
(1,161) |
(9,882) |
|
Opening valuation |
15,551 |
12,416 |
- |
27,967 |
|
Transfer of AIM stock to delisted |
- |
(3) |
3 |
- |
|
|
|
|
|
|
|
Movements in the year: Purchases at cost |
5,827 |
2,066 |
- |
7,893 |
|
Disposals: Proceeds |
(4,705) |
(2,928) |
- |
(7,633) |
|
Net realised gains on disposals |
434 |
464 |
- |
898 |
|
(Increase)/decrease in investment holding losses |
679 |
1,859 |
(3) |
2,535 |
|
Closing valuation |
17,786 |
13,874 |
- |
31,660 |
|
Closing book cost |
20,436 |
16,478 |
2,093 |
39,007 |
|
Closing investment holding losses |
(2,650) |
(2,604) |
(2,093) |
(7,347) |
|
|
17,786 |
13,874 |
_ |
31,660 |
|
Realised gains on disposals |
434 |
464 |
- |
898 |
|
Movement in investment holding losses |
679 |
1,859 |
(3) |
2,535 |
|
Gains/(losses) on investments |
1,113 |
2,323 |
(3) |
3,433 |
*This includes all Level 1 investments listed on the London Stock Exchange.
**This includes all Level 1 investments listed on AIM.
*** The company held two delisted stocks during the year ended 30 April 2026, Chamberlin Plc and The Revel Collective Plc. Both were written down to nil in the years ending 30 April 2025 and 30 April 2026 respectively.
|
|
All other listed* |
AIM traded** |
Delisted*** |
Total |
|
||||||
|
|
Year ended 30 April 2025 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|||||
|
Opening book cost |
34,502 |
29,195 |
934 |
64,631 |
|||||||
|
Opening investment holding losses |
(3,268) |
(9,051) |
(829) |
(13,148) |
|||||||
|
Opening valuation |
31,234 |
20,144 |
105 |
51,483 |
|||||||
|
Transfer of AIM stocks to listed |
- |
(103) |
103 |
- |
|||||||
|
Movements in the year: Purchases at cost |
9,283 |
4,823 |
- |
14,106 |
|||||||
|
Disposals: Proceeds |
(21,020) |
(13,073) |
- |
(34,093) |
|||||||
|
Net realised (losses on disposals |
(2,010) |
(4,253) |
(532) |
(6,795) |
|||||||
|
(Increase)/Decrease in investment holding losses |
(1,936) |
4,878 |
324 |
3,266 |
|||||||
|
Closing valuation |
15,551 |
12,416 |
- |
27,967 |
|||||||
|
Closing book cost |
19,809 |
16,879 |
1,161 |
37,849 |
|||||||
|
Closing investment holding losses |
(4,258) |
(4,463) |
(1,161) |
(9,882) |
|||||||
|
|
15,551 |
12,416 |
- |
27,967 |
|||||||
|
Realised gains on disposals |
(2,010) |
(4,253) |
(532) |
(6,795) |
|||||||
|
Movement in investment holding losses |
(1,936) |
4,878 |
324 |
3,266 |
|||||||
|
Gains/(losses) on investments |
(3,946) |
625 |
(208) |
(3,529) |
|||||||
*This includes all Level 1 investments listed on the London Stock Exchange.
**This includes all Level 1 investments listed on AIM.
*** This includes all delisted stocks which are Level 3. The Company held two delisted stocks during the year end 30 April 2025. iEnergiser was sold and Chamberlin Plc was written down to nil.
Transaction costs
During the year the Group incurred transaction costs of £9,000 (2025: £54,000) and £9,000 (2025: £43,000) on purchases and sales of investments respectively. These amounts are included in losses on investments, as disclosed in the Consolidated Statement of Comprehensive Income.
11 SIGNIFICANT INTERESTS
The Company has provided notifications of holdings of 3% or more in relevant issuers. The following issuer notifications remain effective as at 30 April 2026:
Name of issuer Class of share % held
Coral Products plc Ordinary 6.75
12 INVESTMENT IN SUBSIDIARIES
|
|
Company 2026 £'000 |
Company 2025 £'000 |
|
Opening as at 1 May |
100 |
13 |
|
Additions in period |
- |
87 |
|
Closing 30 April |
100 |
100 |
The Company owns the whole of the issued ordinary share capital of SDVP and 2031 ZDPCo, specifically formed for the issuing of Zero Dividend Preference shares, incorporated and registered in England and Wales, under the respective company numbers: 11031268 and 16201408. SDVP is currently in liqudation. The balance of £100,000 for 2026 reflects the £50,000 share capital fully paid-up for SDVP and £50,000 share capital for 2031 ZDPCo.
13 TRADE AND OTHER RECEIVABLES
|
|
Group |
Group |
Company |
Company |
|
|
2026 |
2025 |
2026 |
2025 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Amounts due from Brokers |
6 |
70 |
6 |
70 |
|
Dividends receivable |
367 |
658 |
367 |
658 |
|
Prepayments and accrued income |
48 |
37 |
48 |
37 |
|
|
421 |
765 |
421 |
765 |
14 TRADE AND OTHER PAYABLES
|
|
Group |
Group |
Company |
Company |
|
|
2026 |
2025 |
2026 |
2025 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Trade and other payables |
173 |
461 |
173 |
461 |
|
Loan from subsidiary undertaking |
- |
- |
100 |
100 |
|
|
173 |
461 |
273 |
561 |
15 ZERO DIVIDEND PREFERENCE SHARES
On 8 January 2018, SDVP issued 10,977,747 Zero Dividend Preference shares at 100p per share from the conversion of Zero Dividend Preference shares of SCZ, the 2018 ZDP subsidiary. On 8 January 2018, 1,802,336 Zero Dividend Preference shares were also issued at 100p per share by a placing with net proceeds of £1.8 million. The expenses of the placing were borne by the Company and the Investment Manager.
On 11 April 2018, SDVP issued a further 1,419,917 Zero Dividend Preference shares at 103p per share (a premium of 3p per share), and net proceeds of £1.5 million.
On 10 May 2018, SDVP issued a further 100,000 Zero Dividend Preference shares at 104.50p per share (a premium of 4.50p per share) and net proceeds of £104,500.
On 15 May 2018, SDVP issued a further 200,000 Zero Dividend Preference shares at 104.25p per share (a premium of 4.25p per share) and net proceeds of £208,500.
The Zero Dividend Preference shares each had an initial capital entitlement of 100p per share, which by an annual rate of 4% compounded daily to 133.18p on 30 April 2025, the redemption date.
Further to redemption on 30 April 2025, the accrued entitlement as per the Articles of Association of SDV was £nil (2025: £nil) per share, being £nil (2025: £nil) in total, and the total amount charged for the year of £nil (2025: £736,000) has been charged as a finance cost to capital.
16 UNSECURED LOAN
Pursuant to a loan agreement between SDVP and the Company, SDVP has lent the gross proceeds of the following ZDP transactions to the Company:
· Gross proceeds of £10,978,000 raised from the conversion of 10,977,747 ZDP shares at 100p on 8 January 2018
· Gross proceeds of £1,802,000 raised from the placing of 1,802,336 ZDP share at 100p on 8 January 2018
· Gross proceeds of £1,463,000 raised from the placing of 1,419,917 ZDP shares at a premium of 103p on 11 April 2018
· Gross proceeds of £313,000 raised from the placings of 300,000 ZDP shares at a premium of 104p on 10 and 15 May 2018
The loan was non-interest bearing and repayable three business days before the ZDP share redemption date of 30 April 2025 or, if required by SDVP, at any time prior to that date in order to repay the ZDP share entitlement. The funds were to be managed in accordance with the investment policy of the Company.
The loan was secured by way of a floating charge on the Company's assets under a loan agreement entered into between the Company and SDVP dated 27 November 2017.
A contribution agreement between the Company and SDVP was also made whereby the Company undertook to contribute such funds as would ensure that SDVP would have in aggregate sufficient assets on 30 April 2025 to satisfy the final capital entitlement of the ZDP shares. The contribution accrued by the Company to cover the entitlement for the year was £nil (2025: £736,000). The loan was repaid on 30 April 2025.
|
|
|
2026 £'000 |
|
2025 £'000 |
|
Value at 1 May |
|
- |
|
18,575 |
|
Contribution to accrued capital entitlement of Zero Dividend Preference shares 2025 |
|
- |
|
736 |
|
Repayment of loan |
|
- |
|
(19,311) |
|
|
|
- |
|
_ |
|
17 SHARE CAPITAL |
|
|
|
|
|
|
2026
|
2025
|
||
|
|
Number |
£'000 |
Number |
£'000 |
|
Issued, allotted and fully paid: |
|
|
|
|
|
Ordinary shares of 25p each |
|
|
|
|
|
Opening balance |
22,450,000 |
5,613 |
21,545,000 |
5,386 |
|
Issue of Ordinary shares |
- |
- |
905,000 |
227 |
|
|
22,450,000 |
5,613 |
22,450,000 |
5,613 |
The rights attaching to the Ordinary shares are:
As to dividends each year
Ordinary shares are entitled to all the revenue profits of the Company available for distribution, including
all undistributed income.
18 NET ASSET VALUE PER SHARE
The net asset value per share and the net assets attributable to the Ordinary shareholders are as follows:
|
|
Net asset value per share |
Net assets attributable to shareholders |
Net asset value per share |
Net assets attributable to shareholders |
|
|
2026 |
2026 |
2024 |
2024 |
|
|
pence |
£'000 |
pence |
£'000 |
|
Ordinary shares |
144.20 |
32,372 |
133.04 |
29,867 |
The net asset value per Ordinary share is calculated on 22,450,000 (2025: 22,450,000) Ordinary shares, being the number of Ordinary shares in issue at the year end.
|
19 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET CASH - Group and Company |
|
|
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Decrease in cash in year |
(1,132) |
1,509 |
|
Net cash at 1 May |
1,596 |
87 |
|
Net cash at 30 April |
464 |
1,596 |
20 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES
Objectives, policies and strategies
The Group primarily invests in mid and smaller capitalised UK companies. The majority of the Group's investments comprise ordinary shares in companies listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange Main Market, traded on AIM or traded on other qualifying UK marketplaces.
The Group may retain investments in companies which cease to be listed after the initial investment was made, so long as the total is non-material in the context of the overall portfolio.
It is, and has been throughout the year under review, the Group's policy that no trading in financial instruments shall be undertaken.
In pursuing its investment objective, the Group is exposed to a variety of risks that could result in either a reduction in the Group's net assets or a reduction of the profits available for distribution. These risks are market risk (comprising currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
As required by IFRS 7: Financial Instruments: Disclosures, an analysis of financial assets and liabilities, which identifies the risk to the Group of holding such items, is given below.
Market risk
Market risk arises mainly from uncertainty about future prices of financial instruments used in the Group's business. It represents the potential loss the Group might suffer through holding market positions by way of price movements and movements in exchange rates and interest rates. The Investment Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager.
Market price risks (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments.
The Board manages the risks inherent in the investment portfolios by ensuring full and timely reporting of relevant information from the Investment Manager. Investment performance is reviewed at each Board meeting.
The Group's exposure to changes in market prices at 30 April on its investments is as follows:
2026 2025
£'000 £'000
Fair value through profit or loss investments 31,660 27,967
Sensitivity analysis
A 10% increase in the market value of investments at 30 April 2026 would have increased net assets by £3,166,000 (2025: £2,797,000). An equal change in the opposite direction would have decreased the net assets available to shareholders by an equal but opposite amount.
Foreign currency risk
All the Group's assets are denominated in Sterling and accordingly the only currency exposure the
Group has is through the trading activities of its investee companies.
Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits. The Group does
not currently receive interest on its cash deposits.
The majority of the Group's financial assets non-interest bearing. As a result, the Group's financial assets are not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates.
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 decisions.
The exposure at 30 April 2026 of financial assets and financial liabilities to interest rate risk is limited to cash and cash equivalents of £464,000 (2025: £1,596,000). Cash and cash equivalents are all due within one year.
Credit risk
Credit risk is the risk of financial loss to the Group if the contractual party to a financial instrument fails
to meet its contractual obligations.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the Balance Sheet date.
Listed investments are held by Northern Trust acting as the Company's custodian. Bankruptcy or insolvency of the custodian may cause the Company's rights with respect to securities held by the custodian to be delayed. The Board monitors the Group's risk by reviewing the custodian's internal controls reports.
Investment transactions are carried out with a number of brokers whose creditworthiness is reviewed by the Investment Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company's custodian bank ensures that the counterparty to any transaction entered into by the Group has delivered in its obligations before any transfer of cash or securities away from the Group is completed.
Cash is only held at banks that have been identified by the Board as reputable and of high credit quality.
The maximum exposure to credit risk as at 30 April 2026 was £32,545,000 (2025: £30,328,000). The calculation is based on the Group's credit risk exposure as at 30 April 2026 and this may not be representative of the year as a whole.
None of the Group's assets are past due or impaired.
Liquidity risk
The majority of the Group's assets are listed securities in small companies, which can under normal conditions be sold to meet funding commitments if necessary. They may, however, be difficult to realise in adverse market conditions.
All payables are due in less than one year.
Financial instruments by class and category
|
|
2026 £'000 |
2025 £'000 |
|
Assets measured at amortised cost* |
|
|
|
Trade and other receivables |
421 |
765 |
|
Cash and cash equivalents |
464 |
1,596 |
|
|
885 |
2,361 |
|
Assets measured at fair value |
|
|
|
Investments at fair value |
31,660 |
27,967 |
|
Total financial assets |
32,545 |
30,328 |
|
Liabilities measured at amortised cost* |
|
|
|
Trade and other payables |
(173) |
(461) |
|
Total financial liabilities |
(173) |
(461) |
*It is the Directors' view that the fair values of the assets and liabilities measured at amortised cost are not materially different from the carrying values presented above.
IFRS 7 hierarchy
As required by IFRS 7 the Company is required 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 consists of the following three levels:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date. Quoted prices provided by external pricing services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market transactions on an arm's length basis.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 2 inputs include the following:
· Quoted prices for similar (i.e. not identical) assets in active markets.
· Quoted prices for identical or similar assets or liabilities in markets that are not active. Characteristics of an inactive market include a significant decline in the volume and level of trading activity, the available prices vary significantly over time or among market participants or the prices are not current.
· Inputs other than quoted prices that are observable for the asset (for example, interest rates and yield curves observable at commonly quoted intervals).
· Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (market-corroborated inputs).
Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
The determination of what constitutes 'observable' requires significant judgement by the Company. The Company considers observable data to investments actively traded in organised financial markets. Fair value is generally determined by reference to Stock Exchange quoted market bid prices (or last traded in respect of SETS) at the close of business on the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset.
Investments whose values are based on quoted market prices in active markets, and therefore classified within Level 1, include active listed equities. The Company does not adjust the quoted price for these investments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2.
Investments classified within Level 3 have significant unobservable inputs. Level 3 instruments include private equity and corporate debt securities. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value.
The table below sets out fair value measurements of financial instruments at the year end, by the level in the fair value hierarchy into which the fair value measurement is categorised.
Financial Assets at fair value through profit or loss at 30 April 2026
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
31,660 - - 31,660
Financial Assets at fair value through profit or loss at 30 April 2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
27,967 - - 27,967
The Company's policy is to recognise transfers into and out of the different fair value hierarchy levels as at the date of the event or change in circumstances that caused the transfer to occur.
A reconciliation of fair value measurement in Level 3 is set out in the following table.
|
Level 3 Financial Assets at fair value through profit or loss at 30 April |
|
|
|
|
2026 |
2025 |
|
|
£'000 |
£'000 |
|
Opening fair value |
- |
105 |
|
Transfer from AIM |
3 |
103 |
|
Total gains/(losses) included in gains/(losses) on investments in the Consolidated Statement of Comprehensive Income: |
|
|
|
- on sold assets |
- |
(532) |
|
- on assets held at the year end |
(3) |
324 |
Closing fair value _ _
As at 30 April 2026, Chamberlin Plc and The Revel Collective Plc have been classified as Level 3. Chamberlin and The Revel Collective were both delisted from AIM in the years ending 30 April 2025 and 30 April 2026 respectively and have both been valued at nil.
21 CAPITAL MANAGEMENT POLICIES AND PROCEDURE
The Group's capital management objectives are:
· to ensure the Group's ability to continue as a going concern;
· to provide an adequate return to shareholders;
· to support the Group's stability and growth;
· to provide capital for the purpose of further investments.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and to maximise equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows and projected strategic investment opportunities. The management regards capital as total equity and reserves, for capital management purposes. The Group currently does not have any loans and the Directors do not intend to have any loans or borrowings.
22 POST BALANCE SHEET EVENTS
There were no post balance sheet events for the year ended 30 April 2026.
A copy of the Company's Annual Report for the year ended 30 April 2026 will shortly be available to view and download from the Company's website www.chelvertonukdividendtrustplc.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 18 minutes ago ASOS
- 45 minutes ago MJ Gleeson
- 47 minutes ago Rolls-Royce Holdings
- 1 hour ago Crest Nicholson Holdings
- 1 hour ago Naked Wines