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