Notes:

1.   Meets target that at least 40% of Directors are women as set out in LR 9.8.6R (9)(a)(i).

2.  Meets target that at least one Director is from a minority ethnic background as set out in LR 9.8.6R (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 Company considers that the roles of Chair of the Board, Senior Independent Director and Chair of the Audit 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. The Company notes that, with effect from the conclusion of the AGM on 5 November 2024, one of the four senior board positions, as set out in LR 9.8.6R (9)(a)(ii), will be occupied by a woman.

Directors' Insurance and Indemnities

The Company's Articles of Association indemnify each of the Directors out of the assets of the Company against any liabilities incurred by them as a Director of the Company in defending proceedings, or in connection with any application to the Court in which relief is granted. In addition, the Directors have been granted qualifying indemnity provisions by the Company which are currently in force. Directors' and Officers' liability insurance cover has been maintained throughout the Year at the expense of the Company.

Corporate Governance

The Company is committed to high standards of corporate governance and its Statement of Corporate Governance.

Matters Reserved for the Board

The Board sets the Company's objectives and ensures that its obligations to its shareholders are met. It has formally adopted a schedule of matters which are required to be brought to it for decision, thus ensuring that it maintains full and effective control over appropriate strategic, financial, operational and compliance issues.

These matters include:

·  the maintenance of clear investment objectives and risk management policies;

·  the monitoring of the business activities of the Company ranging from analysis of investment performance through to review of quarterly management accounts;

·  monitoring requirements such as approval of the Half-Yearly Report and Annual Report and financial statements and approval and recommendation of any dividends;

·  setting the range of gearing in which the Manager may operate;

·  major changes relating to the Company's structure including share buybacks and share issuance;

·  Board appointments and removals and the related terms;

·  authorisation of Directors' conflicts or possible conflicts of interest;

·  terms of reference and membership of Board Committees;

·  appointment and removal of the Manager and the terms and conditions of the Management Agreement relating thereto; and

·  London Stock Exchange/Financial Conduct Authority - responsibility for approval of all circulars, listing particulars and other releases concerning matters decided by the Board.

Full and timely information is provided to the Board to enable it to function effectively and to allow the Directors to discharge their responsibilities.

Board Committees

The Board has appointed a number of Committees as set out below. Copies of their terms of reference, which define the responsibilities and duties of each Committee, are available on the Company's website.

Audit Committee

The Audit Committee Report is set out below.

Management Engagement Committee

The terms and conditions of the Company's agreement with the Manager, set out above, are considered by the Management Engagement Committee which comprises the whole Board and was chaired by Neil Rogan until 7 November 2023 and by Peter Tait thereafter. The key responsibilities of the Management Engagement Committee include:

·  monitoring and evaluating the performance of the Manager;

·  assessing the Manager's discharge of its responsibilities under Consumer Duty;

·  reviewing, at least annually, the continued retention of the Manager; and

·  reviewing, at least annually, the terms of appointment of the Manager including, but not limited to, the level and methodology of the management fees as well as the notice period of the Manager.

In monitoring the performance of the Manager, the Committee considers the investment record of the Company over the short and long term, taking into account its performance against the Benchmark, peer group investment trusts and open-ended funds, and against its delivery of the investment objective to shareholders. The Committee also reviews the management processes, risk control mechanisms and promotional activities of the Manager.

At its meeting in May 2024, the Committee reviewed covering all of the services provided to the Company by the Manager including investment management, risk management and internal controls, marketing and investor relations, company secretarial and administration services, and also included consideration as to the appropriateness of the management fee arrangements. In light of the outcome of the review, the Directors consider the continuing appointment of the Manager, on the current terms (see above), to be in the best interests of shareholders because they believe that the Manager has the investment management, promotional and associated secretarial and administrative skills required for the effective operation of the Company.

Consumer Duty

The FCA's Consumer Duty rules, published in July 2022, are a fundamental component of the FCA's consumer protection strategy and aim to improve outcomes for retail customers across the entire financial services industry through the assessment of various outcomes, one of which is an assessment of whether a product provides value. Under the Consumer Duty, the Manager is the product 'manufacturer' of the Company and therefore the Manager was required to publish an annual assessment of value from April 2023. The Manager uses its proprietary assessment methodology to assess the Company as 'expected to provide fair value for the reasonably foreseeable future'. The Committee reviewed the Manager's basis of assessment and no concerns were identified with either the assessment method or the outcome of the assessment.

Nomination Committee

The Board has established a Nomination Committee, comprising all of the Directors, with Neil Rogan as Chair until 7 November 2023 and Peter Tait thereafter. The Committee is responsible for:

·  determining the overall size and composition of the Board (including the skills, knowledge, experience and diversity);

·  undertaking longer term succession planning, including setting a policy on tenure for Directors;

·  undertaking an annual evaluation of the Directors, including establishing that each Director possesses the capacity to commit sufficient time to discharge their responsibilities;

·  oversight of appointments to the Board, including open advertising or engagement of independent search consultants, with a view to attracting candidates from a wide range of backgrounds and with different experience, with due regard to the benefits of diversity on the Board;

·  assessing, annually, the effectiveness and independence of each Director; and

·  making recommendations for the election or re-election of any Director, having evaluated their individual performance, capacity and contribution.

The Committee's overriding priority in appointing new Directors is to identify the candidate with the optimal range of skills and experience to complement the existing Directors. The Board also recognises the benefits, and is supportive, of the principle of diversity in its recruitment of new Directors. Nurole Limited, an independent search firm with no connection with the Company, was engaged in the search which resulted in the appointment of Angus Franklin as a Director during the Year.

The Committee has reviewed the Board succession plan and has commenced the recruitment of a new Director who is expected to be appointed by early 2025.

During the Year, through the work of the Nomination Committee, the Directors undertook a review of the Board, its Committees and the performance of individual Directors. The process involved the completion of questionnaires by each Director with the results discussed by the Board thereafter, with appropriate action points agreed.  Following the evaluation process, the Board concluded that it operates effectively to promote the success of the Company and that each Director makes a significant contribution to the collective Board. The review of the Chair was undertaken by the Senior Independent Director.

The biographies of each of the Directors seeking re-election are shown on the Company's website and include their experience, length of service and the contribution that each Director makes to the Board. Each Director
has the requisite high level and range of business and financial experience which enables the Board to provide clear and effective leadership and proper stewardship of the Company.

Policy on Tenure

The Committee has adopted a policy whereby all Directors will stand for re-election at each AGM. In addition Directors, including the Chair, will not stand for re-election as a Director of the Company later than the AGM following the ninth anniversary of their appointment to the Board unless in relation to exceptional circumstances.

Re-election of Directors

During the Year, each Director attended all meetings for which they were eligible, as set out in the table.  The Board meets more frequently when business needs require:

	Board Meetings (7)	Audit Committee Meetings (3)	Management Engagement Committee Meetings (1)	Nomination Committee Meetings (3)	Remuneration Committee Meetings (1)
Peter TaitA	7	1	1	3	1
Alan Giles	7	3	1	3	1
Stephanie Eastment	7	3	1	3	1
Nandita Sahgal Tully	7	3	1	3	1
Angus Franklin B	3	2	1	2	1
Neil RoganA, C	3	-	-	-	-
Merryn Somerset Webb C	3	1	-	-	-
A The Chair of the Board is not a member of the Audit Committee but attended all of the meetings at the invitation of the Committee Chair. Peter Tait succeeded Neil Rogan as Chair of the Board on 7 November 2023. B Appointed a Director on 1 January 2024. C Resigned as a Director on 7 November 2023.

The Board as a whole believes that Peter Tait, Stephanie Eastment, Nandita Sahgal Tully and Angus Franklin each remains independent of the Manager and free of any relationship which could materially interfere with the exercise of his or her independent judgement on issues of strategy, performance, resources and standards of conduct and confirms that, following formal performance evaluations, the individuals' performance continues to be effective and demonstrates commitment to the role.

Alan Giles is not standing for re-election as a Director and will retire from the Board at the conclusion of the AGM. Peter Tait, Stephanie Eastment and Nandita Sahgal Tully, each being eligible, offer themselves for re-election as Directors of the Company at the AGM on 5 November 2024. Angus Franklin, being eligible, offers himself for election as a Director of the Company.

Remuneration Committee

The Board has established a Remuneration Committee, comprising all of the Directors, whose Chair was Peter Tait, until 7 November 2023, when he was succeeded by Alan Giles. The Directors' Remuneration Report on 47 to 50 sets out the responsibilities of the Committee and work undertaken by the Committee during the Year.

Accountability and Audit

The responsibilities of the Directors and the auditor in connection with the financial statements appear in the Statement of Responsibilities of Directors and in the Independent Auditor's Report.

The Directors who held office at the date of this Report each confirm that, so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware and that they have taken all the steps that they could reasonably be expected to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. Further, there have been no important, additional events since the year end which warrant disclosure. The Directors confirm that no non-audit services were provided by the auditor during the Year and, after reviewing the auditor's procedures in connection with the provision of any such services, remain satisfied that the auditor's objectivity and independence is being safeguarded.

Going Concern

The Directors have undertaken a rigorous review and consider both that there are no material uncertainties and that the adoption of the going concern basis of accounting is appropriate.  This conclusion is consistent with the longer term Viability Statement.

The Company's assets consist primarily of a diverse portfolio of listed equity shares nearly all of which, in most circumstances, are realisable within a short timescale. The Board has set limits for borrowing and regularly reviews the level of any gearing, cash flow projections and compliance with banking and loan note covenants.

The Directors are mindful of the principal risks and uncertainties and have reviewed forecasts detailing revenue and liabilities. The Directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of this Annual Report.

Relations with Shareholders

The Directors place great importance on communication with shareholders noting that the Company's shareholder register is retail-dominated. The Manager, together with the Company's broker, regularly meets with current and prospective shareholders to discuss performance. The Board receives investor relations updates from the Manager on at least a quarterly basis. Any changes in the shareholder register as well as shareholder feedback is discussed by the Directors at each Board meeting.

Regular updates are provided to shareholders through the Annual Report, Half Yearly Report, monthly factsheets and company announcements, including daily net asset values, all of which are available through the Company's website at: murray-income.co.uk. The Annual Report is also widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up-to-date information on the Company through its website or by contacting the Company via email to: new.india@abrdn.com.

The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of the management group (either the Company Secretary or abrdn) in situations where direct communication is required and representatives from the Board offer to meet with major shareholders on an annual basis in order to gauge their views. The Company Secretary 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 Chair responds, as appropriate, on behalf of the Board.

In addition, in relation to institutional shareholders, members of the Board may be either accompanied by the Manager or conduct meetings in the absence of the Manager.

The Company's Annual General Meeting ordinarily provides a forum, both formal and informal, for shareholders to meet and discuss issues with the Directors and Investment Manager. The Notice of AGM included within the Annual Report is normally sent out at least 20 working days in advance of the meeting.

The Company will also hold an online presentation for existing and potential shareholders on 17 October 2024. Further information on how to register may be found in the Chair's Statement.

Relations with Suppliers, Customers and Others

The Directors have regard to the need to foster the Company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year; further information on the Company's responsibilities under Section 172 of Companies Act 2006 may be found below.

Independent Auditor

Shareholders approved the re-appointment of PricewaterhouseCoopers LLP as the Company's auditor at the AGM on 7 November 2023 and resolutions to approve its re-appointment for the year to 30 June 2025, and to authorise the Audit Committee to determine its remuneration, will be proposed at the forthcoming AGM.

Substantial Interests

As at 30 June 2024  and 31 August 2024 the following interests over 3% in the issued Ordinary share capital of the Company (excluding treasury shares) had been disclosed in accordance with the requirements of the FCA's Guidance and Transparency Disclosure Rules:

	30 June 2024		31 August 2024
Shareholder	Number of shares held	% held	Number of shares held	% held
Interactive Investor (execution only)	24,953,313	23.8	24,652,971	23.7
Hargreaves Lansdown (execution only)	15,848,366	15.1	15,782,138	15.2
Rathbones	10,361,162	9.9	10,129,234	9.7
A J  Bell (execution only)	4,214,331	4.0	4,252,875	4.1
Halifax Share Dealing (execution only)	3,543,971	3.4	3,504,149	3.4

The Company had not been notified of any change to the above interests, at 31 August 2024, as at the date of approval of this Report.

Future Developments of the Company

Disclosures relating to the future developments of the Company may be found in the Chair's Statement.

Disclosures Required by FCA Listing Rule 9.8.4

This rule requires listed companies to report certain information in a single identifiable section of their annual financial reports. None of the prescribed information is applicable to the Company in the Year.

Financial Instruments

The financial risk management objectives and policies arising from financial instruments and the exposure of the Company to risk are disclosed in note 18 to the financial statements.

Annual General Meeting ("AGM")

Among the special business being put at the AGM of the Company to be held on 5 November 2024, the following resolutions will be proposed:

Authority to allot shares and disapply pre-emption rights (Resolutions 10 and 11)

Ordinary resolution 10 will renew the authority to allot the unissued share capital up to an aggregate nominal amount of £1.3m (equivalent to approximately 5.2m Ordinary shares, or, if less, 5% of the Company's existing issued share capital (excluding treasury shares) on the date of passing of this resolution). Such authority will expire on the date of the AGM in 2025 or on 31 December 2025, whichever is earlier. This means that the authority will require to be renewed at the next AGM.

When shares are to be allotted for cash, Section 561 of the Companies Act 2006 (the "Act") provides that existing shareholders have pre-emption rights and that the new shares to be issued, or sold from treasury, must be offered first to such shareholders in proportion to their existing holding of shares. However, shareholders can, by special resolution, authorise the Directors to allot shares or sell from treasury otherwise than by a pro rata issue to existing shareholders. Special resolution 11 will, if passed, give the Directors power to allot for cash or sell from treasury equity securities up to an aggregate nominal amount of £2.6m (equivalent to approximately 10.4m Ordinary shares, or, if less, 10% of the Company's existing  issued share capital (excluding treasury shares) on the date of passing of this resolution, as if Section 561 of the Act does not apply). This authority will also expire on the date of the AGM in 2025 or on 31 December 2025, whichever is earlier. This authority will not be used in connection with a rights issue by the Company.

 

The Directors intend to use the authorities given by resolutions 10 and 11 to allot shares or sell shares from treasury and disapply pre-emption rights only in circumstances where this will be clearly beneficial to shareholders as a whole. The issue proceeds would be available for investment in line with the Company's investment policy. No issue of shares will be made which would effectively alter the control of the Company without the prior approval of shareholders in general meeting. It is the intention of the Board that any issue of shares or any re-sale of treasury shares would only take place at a price not less than 0.5% above the NAV per share prevailing at the date of sale. It is also the intention of the Board that sales from treasury would only take place when the Board believes that to do so would assist in the provision of liquidity to the market.

Purchase of the Company's own Ordinary shares (Resolution 12)

At the AGM held on 7 November 2023, shareholders approved the renewal of the authority permitting the Company to repurchase its Ordinary shares. The Directors wish to renew the authority given by shareholders at the previous AGM. A share buyback facility enhances shareholder value by acquiring shares at a discount to NAV as and when the Directors consider this to be appropriate. The purchase of shares, when they are trading at a discount to NAV per share, should result in an increase in the NAV per share for the remaining shareholders. This authority, if conferred, will only be exercised if to do so would result in an increase in the NAV per share for the remaining shareholders and if it is in the best interests of shareholders generally. Any purchase of shares will be made within guidelines established from time to time by the Board. It is proposed to seek shareholder authority to renew this facility for another year at the AGM.

Under the FCA's Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed the higher of (i) 105% of the average of the middle market quotations for the shares over the five business days immediately preceding the date of purchase and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The minimum price which may be paid is 25p per share. Shares which are purchased under this authority will either be cancelled or held as treasury shares. Special resolution 12 will renew the authority to purchase in the market a maximum of 14.99% of shares in issue at the date of passing of the resolution (amounting to approximately 15.5m Ordinary shares). Such authority will expire on the date of the AGM in 2025, or on 31 December 2025, whichever is earlier. This means in effect that the authority will have to be renewed at the next AGM, or earlier, if the authority has been exhausted. No dividends may be paid on any shares held in treasury and no voting rights will attach to such shares. The benefit of the ability to hold treasury shares is that such shares may be sold at short notice. This should give the Company greater flexibility in managing its share capital, and improve liquidity in its shares.

Recommendation

The Directors believe that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole, and recommend that shareholders vote in favour of the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings, amounting to 21,404 Ordinary shares, representing 0.02% of the Company's issued share capital (excluding treasury shares) at 30 June 2024.

On behalf of the Board
Peter Tait
Chair
17 September 2024

 

 

Statement of Corporate Governance

Murray Income Trust PLC (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 July 2018 (the "UK Code"), which is available on the Financial Reporting Council's (the "FRC") website: frc.org.uk, and is applicable for the Company's Year.

The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published in February 2019 (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 the Company. The AIC Code is available on the AIC's website: theaic.co.uk.

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders.

The Board confirms that, during the Year, the Company has complied with the principles and provisions of the AIC Code and the relevant provisions of the UK Code, except for those provisions relating to:

·  the role and responsibility of the chief executive;

·  executive directors' remuneration; and

·  the requirement for an internal audit function.

The Board considers that these provisions 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.

Information on how the Company has applied the AIC Code, the UK Code, the Companies Act 2006 and the FCA's DTR 7.2.6 can be found in the published Annual Report:

·  the composition and operation of the Board and its Committees are detailed in the Directors' Report and Report of the Audit Committee;

·  the Board's policy on diversity, and related information, is in the Directors' Report;

·  the Company's approach to internal control and risk management is detailed in the Report of the Audit Committee;

·  the contractual arrangements with the Manager and details of the annual assessment of the Manager may be found in the Directors' Report and section on the Management Engagement Committee;

·  the Company's capital structure and voting rights are summarised in the Directors' Report;

·  the substantial interests disclosed in the Company's shares are listed in the Directors' Report;

·  the rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and are summarised in the Directors' Remuneration Report. There are no agreements between the Company and its Directors concerning compensation for loss of office; and

·  the powers to issue or buyback the Company's ordinary shares, which are sought annually, and any amendments to the Company's Articles of Association require a special resolution (75% majority) to be passed by shareholders and information on these resolutions may be found in the Directors' Report.

By order of the Board
abrdn Holdings Limited, Secretaries
1 George Street
Edinburgh
EH2 2LL

17 September 2024

 

 

Directors' Remuneration Report

 

The Remuneration Committee, established by the Board, has prepared this Directors' Remuneration Report which consists of three parts:

a)    a Remuneration Policy, which is subject to a binding shareholder vote every three years, was most recently voted on at the AGM on 7 November 2023 where the result of the poll on the relevant resolution was: For - 33,554,452 votes (99.2%); Against - 277,825 votes (0.8%); and Withheld - 217,548 votes. The Remuneration Policy will be put to a shareholder vote no later than the AGM in 2026;

b)    an annual Implementation Report, which is subject to an advisory vote; and

c)     an Annual Statement.

The fact that the Remuneration Policy is subject to a binding vote at least every three years does not imply any change on the part of the Company.  The principles remain the same as for previous years.  There has been no change to the Remuneration Policy during the period of this Report, since the AGM on 7 November 2023.

The law requires the Company's auditor to audit certain of the disclosures provided in this report. Where disclosures have been audited, they are indicated as such. The independent auditor's opinion is included in the published Annual Report.

Remuneration Policy

This part of the Report provides details of the Company's Policy for Directors of the Company, which takes into consideration corporate governance principles, and which was approved by shareholders at the AGM on 7 November 2023. The Board considers, where raised, shareholders' views on Directors' remuneration.

Fees for Directors are determined by the Board within the limit stated in the Company's Articles of Association (the "Articles"). The Articles limit aggregate fees to £250,000 per annum. The limit can be amended by shareholder resolution and was last increased at the AGM in 2017.

The remuneration of Directors is reviewed annually, although such review may not necessarily result in any change. The annual review ensures that remuneration supports the strategic objectives of the Company, reflects Directors' duties and responsibilities, expected time commitment, the level of skills and experience required, and the need for Directors to maintain on an ongoing basis an appropriate level of knowledge of regulatory and compliance requirements in an industry environment of increasing complexity. Remuneration should be fair and comparable to that of similar investment trusts. 

The Policy applies to any new Directors who will be paid the appropriate fee based on the Directors' fees level in place at the date of appointment.

·  The Company has no employees and consequently has no policy on the remuneration of employees.

·  All the Directors are non-executive and are appointed under the terms of letters of appointment.

·  Directors do not have service contracts.

·  No incentive or introductory fees will be paid to encourage a directorship.

·  Directors' remuneration is not subject to any performance-related fee.

·  Directors are not eligible for bonuses, pension benefits, share options, long term incentive schemes or other benefits.

·  Directors are not entitled to exit payments or any compensation for loss of office.

·  Directors are entitled to be reimbursed for any reasonable expenses properly incurred in the performance of their duties.

·  Directors can be paid additional discretionary payments for services which , in the opinion of the Directors, are outside of the scope of the ordinary duties of a Director.

·  The terms of appointment provide that a Director may be removed subject to three months' written notice.

·  Directors must retire and be subject to re-election at the first AGM after their appointment; the Company has also determined that every Director will stand for re-election at each AGM.

·  No Director will stand for re-election as a Director of the Company later than the AGM following the ninth anniversary of their appointment to the Board unless in relation to exceptional circumstances.

·  The Company indemnifies its Directors for all costs, charges, losses together with certain expenses and liabilities which may be incurred in the discharge of duties, as a Director of the Company.

Directors' & Officers' liability insurance cover is maintained by the Company on behalf of the Directors.

Implementation Report

Directors' Fees

The level of fees for the Year and the preceding year are set out in the table below. There are no further fees to disclose as the Company has no employees, Chief Executive or Executive Directors.

	30 June 2024 £	30 June 2023 £
Chair	43,125	41,200
Audit Committee Chair	35,950	34,300
Senior Independent Director	31,625	30,200
Director	28,750	27,500

Directors' fees were last revised on 1 July 2023. The Board carried out a review of Directors' annual fees during the Year by reference to inflation, measured by the increase in the Consumer Prices Index since 1 July 2023, and taking account of peer group comparisons by sector and by market capitalisation. Following this review, it was decided that the Directors' base fee would be increased by approximately 3.5% (2023 - 4.5%), with similar increases for other positions. With effect from 1 July 2024, Directors' fees are £44,625 for the Chair, £37,200 for the Audit Committee Chair, £32,725 for the Senior Independent Director and £29,750 for the other Directors.

These increased fees are considered to reflect increases in inflation and to be commensurate with the time commitment required of Directors of the Company to adequately discharge their responsibilities, taking into account increasingly complex and onerous regulatory requirements.

Company Performance

The graph (in the published Annual Report) shows the share price total return (assuming all dividends are reinvested) to Ordinary shareholders compared to the total return from the FTSE All-Share Index for the ten year period ended 30 June 2024 (rebased to 100 at 30 June 2014). This index was chosen for comparison purposes, as it is the benchmark used for investment performance measurement purposes.

Statement of Proxy Voting at Annual General Meeting

At the Company's latest AGM, held on 7 November 2023, shareholders approved the Directors' Remuneration Report (other than the Directors' Remuneration Policy) in respect of the year ended 30 June 2023, where the result of the poll on the relevant resolution was: For - 33,676,593 (99.4%); Against - 192,560 votes (0.6%); and Withheld - 180,672 votes.

Audited Information

Directors' Remuneration

The Directors received remuneration in the form of fees and taxable expenses as set out in the tables below

The Directors' remuneration excludes any employers' national insurance contributions, if applicable. All remuneration is fixed in nature and there is no variable remuneration. Fees are pro-rated where a change takes place during a financial year. No payments were made to third parties. There are no other fees to disclose as the Company has no employees, chief executive or executive directors. Taxable expenses refer to amounts claimed by Directors for travelling to attend meetings.

 

Directors' Remuneration Table (audited)

	Year ended 30 June 2024				Year ended 30 June 2023
	Fees £		Taxable Expenses £	Total £	Fees £	Taxable Expenses £	Total £
Peter Tait (appointed Chair on 7 November 2023)	39,068		573	39,641	30,200	907	31,107
Stephanie Eastment	35,950		511	36,461	34,300	188	34,488
Alan Giles  (appointed SID on 7 November 2023)	30,611		371	30,982	27,500	91	27,591
Nandita Sahgal Tully	28,750		476	29,226	27,500	204	27,704
Angus Franklin (appointed a Director on 1 January 2024)	14,375		-	14,375	n/a	n/a	n/a
Neil Rogan (retired as a Director on 7 November 2023)	15,213		1,446	16,659	41,200	502	41,702
Merryn Somerset Webb (retired as a Director on 7 November 2023)	10,142		-	10,142	27,500	1,312	28,812
Total	174,109		3,377	177,486	188,200	3,204	191,404

Annual Percentage Change in Directors' Remuneration

The table below sets out, for the Directors who served during the Year, the annual percentage change in Directors' fees for the past five years.

	Year ended 30 June 2024	Year ended 30 June 2023	Year ended 30 June 2022	Year ended 30 June 2021	Year ended 30 June 2020
	Fees %	Fees %	Fees %	Fees %	Fees %
Peter Tait (appointed SID on 2 November 2021 and Chair on 7 November 2023)	29.4 C	5.6	12.1	0.0	0.0
Stephanie Eastment	4.8	2.4	11.7	0.0	14.3
Alan Giles (appointed on 17 November 2020)	11.3 C	2.6	68.9 B	See note A	n/a
Nandita Sahgal Tully (appointed on 3 November 2021)	4.5	55.2 B	See note A	n/a	n/a
Angus Franklin (appointed on 1 January 2024)	See note A	n/a	n/a	n/a	n/a
Neil Rogan (retired on 7 November 2023)	See note A	2.5	7.2	0.0	0.0
Merryn Somerset Webb (appointed on 7 August 2019 and retired on 7 November 2023)	See note A	2.6	5.1	11.0 B	See note A
A  A meaningful percentage change figure cannot be calculated in the year of appointment or for a year when a Director resigns/retires. B  If the Director had been appointed for the whole of the previous year, the annual change figure would have been nil for Merryn Somerset Webb, 5.1% for Alan Giles and 2.6% for Nandita Sahgal Tully. C  In a year of change to a more senior role, and in the following year, the percentage change figures will be distorted to show a higher figure than the 'real' change of fee levels in the year.

Spend on Pay

As the Company has no employees, the Directors do not consider it appropriate to present a table comparing remuneration paid to Directors with distributions to shareholders. However, for ease of reference, the total fees paid to Directors are shown in the table below while dividends paid to shareholders are set out in note 7 and share buybacks are detailed in note 15.

Directors' Interests in the Company (audited)

The Directors are not required to have a shareholding in the Company. The Directors (including their persons closely associated) at 30 June 2024, and 30 June 2023, had no interest in the share capital of the Company other than those interests shown below, all of which are beneficial interests, unless indicated otherwise:

	30 June 2024	30 June 2023
Director	Ord 25p	Ord 25p
Peter Tait	7,000	7,000
Alan Giles	5,000	5,000
Stephanie Eastment	4,500 A	4,500 A
Nandita Sahgal Tully	560	560
Angus Franklin	6,044	n/a
Neil Rogan	44,719 B	44,719
Merryn Somerset Webb	3,449 B	3,449
A  Of which 1,700 shares were held non-beneficially B  As at date of retirement on 7 November 2023

 

There have been no changes to the Directors' interests in the share capital of the Company since the year end up to the date of approval of this Report.

Annual Statement

On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report on Remuneration Policy and Remuneration Implementation summarises, as applicable, for the Year:

·  the major decisions on Directors' remuneration;

·  any substantial changes relating to Directors' remuneration made during the Year; and

·  the context in which the changes occurred and in which decisions have been taken.

On behalf of the Board

Alan Giles
Chair of the Remuneration Committee
17 September 2024

 

 

 

Audit Committee Report

 

Stephanie Eastment is Chair of the audit committee, membership of which comprises all of the Directors of the Company, with the exception of the Chair of the Board. In compliance with the July 2018 UK Code on Corporate Governance (the "Code"), the Chair of the Board is not a member of the committee but attends the committee by invitation of the committee Chair. 

The Directors have satisfied themselves that at least two of the committee's members have recent and relevant financial experience - Stephanie Eastment and Nandita Sahgal Tully are both Fellows, and Angus Franklin is a Member, of the Institute of Chartered Accountants in England & Wales - and that, collectively, the committee possesses competence relevant to investment trusts.

The committee meets at least twice each year, in line with the cycle of annual and half-yearly reports, which is considered by the Directors to be a frequency appropriate to the size and complexity of the Company.

Role of the Audit Committee

In summary, the committee's main audit review functions are:

·  to review and monitor the internal control systems and risk management systems (including review of non-financial risks) on which the Company is reliant (see "Internal Controls and Risk Management", below);

·  to consider annually whether there is a need for the Company to have its own internal audit function;

·  to monitor the integrity of the half-yearly and annual financial statements of the Company by reviewing, and challenging where necessary, the actions and judgements of the Manager;

·  to review, and report to the Board on, the significant financial reporting issues and judgements made in connection with the preparation of the Company's financial statements, half-yearly reports, announcements and related formal statements;

·  to review the content of the Annual Report and financial statements and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy;

·  to meet with the external auditor to review their proposed audit programme of work and the findings as auditor;

·  to develop and implement a policy on the engagement of the auditor to supply non-audit services;

·  to review a statement from the Manager detailing the arrangements in place for the Manager's staff, in confidence, to escalate concerns about possible improprieties in matters of financial reporting or other matters ("whistleblowing");

·  to oversee and manage audit tenders and selection processes, to make recommendations to the Board in relation to the appointment of the auditor and removal of the auditor and to approve the remuneration and terms of engagement of the auditor;

·  to monitor and review annually the auditor's independence, objectivity, effectiveness, resources and qualification; and

·  to investigate the reasons giving rise to any resignation of the auditor and consider whether any action is required.

The committee fulfilled all the above required roles and responsibilities during the Year.

Internal Controls and Risk Management

Through the committee, the Board is ultimately responsible for the Company's system of internal control and risk management and for reviewing its effectiveness. The committee confirms that there is a robust process for identifying, evaluating and managing the Company's significant business and operational risks, that it has been in place for the Year and up to the date of approval of the Annual Report and Financial Statements, and that it is regularly reviewed by the Board and accords with the risk management and internal control guidance for directors in the Code.

The design, implementation and maintenance of controls and procedures to safeguard the assets of the Company and to manage its affairs extends to operational and compliance controls and risk management.

The Directors have delegated the investment management of the Company's assets to the Manager within overall guidelines and this embraces implementation of the system of internal control, including financial, operational and compliance controls and risk management. Internal control systems are monitored and supported by the Manager's Internal Audit department which undertakes periodic examination of business processes and ensures that recommendations to improve controls are implemented.

Risks are identified and documented through a risk management framework by each function within the Manager's activities. Risk is considered in the context of the FRC and AIC Code guidance, and includes financial, regulatory, market, operational and reputational risks. This helps the internal audit risk assessment model identify those functions for review. Any weaknesses identified are reported to the Board, and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Board.

The principal risks and uncertainties facing the Company are identified in the Overview of Strategy.

The key components designed to provide effective internal control are outlined below:

·  the Manager prepares forecasts and management accounts which allow the Board to assess the Company's activities and review its performance; the emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception;

·  the Board and Manager have agreed clearly-defined investment criteria, specified levels of authority and exposure limits. Reports on these, including performance statistics and investment valuations, are regularly submitted to the Board and there are meetings with the Manager as appropriate;

·  as a matter of course, the Manager's compliance department continually reviews the Manager's operations;

·  written agreements are in place which specifically define the roles and responsibilities of the Manager and other third-party service providers and the committee reviews, where relevant, ISAE3402 Reports, a global assurance standard for reporting on internal controls for service organisations; in particular, the Board receives equivalent assurance from Link Group, the Company's Registrar; and

·  at its September 2024 meeting, the committee carried out its annual assessment of internal controls for the Year including the internal audit and compliance functions, and taking account of events since 30 June 2024.

In addition, the Manager ensures that clearly documented contractual arrangements exist in respect of any activities that have been delegated to external professional organisations. A senior member of the Manager's Internal Audit department reports six-monthly to the committee and has direct access to the Directors at any time.

Internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives and, by their nature, can only provide reasonable, and not absolute, assurance against misstatement and loss.

Significant Risks for the Audit Committee

During its review of the Company's financial statements for the Year, the committee considered the following significant risks including, in particular, those communicated by the auditor as key areas of audit emphasis during their planning and reporting of the year end audit:

Valuation and Existence of Investments

How the risk was addressed

The valuation of investments is undertaken in accordance with the accounting policies, disclosed in note 2(e) to the financial statements. All investments are considered liquid and quoted in active markets and have been categorised as Level 1 within the FRS 102 fair value hierarchy and can be verified against daily market prices. The portfolio is reviewed and verified by the Manager on a regular basis and management accounts, including a full portfolio listing, are prepared each month and circulated to the Board. The Company used the services of an independent depositary (BNP Paribas Trust Corporation UK Limited until 31 May 2024 and BNP Paribas SA, London Branch thereafter) through which the assets of the Company were held. The depositary confirmed that the accounting records correctly reflected all investee holdings and that these agreed to custodian records.

Income Recognition

How the risk was addressed

The recognition of investment income is undertaken in accordance with accounting policy note 2(b) to the financial statements. Special dividends are allocated to the capital or revenue accounts according to the nature of the payment and the intention of the underlying company. The Directors also review, at each meeting, the Company's income, including income received, revenue forecasts and dividend comparisons.

Internal Auditor

The Board has considered the need for an internal audit function but, because the Company is externally-managed, the Board has decided to place reliance on the Manager's risk management/internal controls systems and internal audit procedures.

External Auditor

Review of the Auditor

The committee has reviewed the effectiveness of the auditor including:

·  independence - the auditor discusses with the committee, at least annually, the steps it takes to ensure its independence and objectivity, including the level of non-audit fees it has received from the Company, and makes the committee aware of any potential issues, explaining all relevant safeguards;

·  quality of audit work including the ability to resolve issues in a timely manner - identified issues are satisfactorily and promptly resolved;

·  its communications/presentation of outputs - the explanation of the audit plan, any deviations from it and the subsequent audit findings are comprehensive and comprehensible, and working relationship with management - the auditor has a constructive working relationship with the Manager; and

·  quality of people and service including continuity and succession plans - the audit team is made up of sufficient, suitably experienced staff with provision made for knowledge of the investment trust sector and retention of that knowledge on rotation of the partner.

For the Year, the committee was satisfied with the auditor's effectiveness, independence and the objectivity of the audit process.

Re-appointment of the Auditor

This year's audit of the Company's Annual Report is the fifth performed by PricewaterhouseCoopers LLP since their appointment following an audit tender process held by the Company in 2019.

Shareholders will have the opportunity to vote on the re-appointment of PricewaterhouseCoopers LLP as auditor and to authorise the committee to approve the auditor's remuneration, as Ordinary Resolutions 8 and 9, at the AGM on 5 November 2024.

Provision of Non-Audit Services

The committee has put in place a policy on the supply of non-audit services provided by the auditor. Such services are considered on a case-by-case basis and may only be provided if the service is at a reasonable and competitive cost and does not constitute a conflict of interest or potential conflict of interest or prevent the auditor from remaining objective and independent. All non-audit services require the pre-approval of the committee. No non-audit fees were paid to the auditor during the Year (2023 - nil). The committee confirms that it has complied with Part 5.1 of the Competitions and Market Authority's Order 2014.

Stephanie Eastment,
Chair of the Audit Committee
17 September 2024

 

 

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) 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 judgements and accounting 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

·  adopt a going concern basis of accounting for the financial statements unless it is inappropriate to assume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report, Strategic Report and Statement of Corporate Governance that comply with that law and those regulations.

The financial statements are published on murray-income.co.uk which is a website maintained by the Company's Manager. The work carried out by the auditor does not involve consideration of the maintenance and integrity of the website and, accordingly, the auditor accepts no responsibility for any changes that have occurred to the financial statements since being initially presented on the website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the Directors confirms to the best of his or her knowledge that:

·  the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company;

·  the Annual Report includes 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;

·  in the opinion of the Board, the Annual Report and financial statements taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy; and

·  the financial statements are prepared on an ongoing concern basis.

For and on behalf of the Board of Murray Income Trust PLC

Peter Tait
Chair
17 September 2024

 

 

Statement of Comprehensive Income

 

​	​	Year ended 30 June 2024 ​ ​			Year ended 30 June 2023 ​ ​
​	​	Revenue	Capital	Total	Revenue	Capital	Total
​	Notes	£'000	£'000	£'000	£'000	£'000	£'000
Gains on investments	10	-	58,747	58,747	-	32,602	32,602
Currency gains	​	-	-	-	-	733	733
Income	3	43,899	-	43,899	48,879	-	48,879
Investment management fees	4	(1,108)	(2,584)	(3,692)	(1,141)	(2,663)	(3,804)
Administrative expenses	5	(1,334)	-	(1,334)	(1,390)	-	(1,390)
Net return before finance costs and tax	​	41,457	56,163	97,620	46,348	30,672	77,020
​	​	​	​	​	​	​	​
Finance costs	6	(770)	(1,797)	(2,567)	(735)	(1,714)	(2,449)
Net return before tax	​	40,687	54,366	95,053	45,613	28,958	74,571
​	​	​	​	​	​	​	​
Taxation	8	(274)	-	(274)	(1,085)	-	(1,085)
Net return after tax	​	40,413	54,366	94,779	44,528	28,958	73,486
​	​	​	​	​	​	​	​
Return per Ordinary share	9	37.4p	50.2p	87.6p	38.7p	25.2p	63.9p
​	​	​	​	​	​	​	​
The total column of this statement represents the profit and loss account of the Company prepared in accordance with FRS 102. The 'Revenue' and 'Capital' columns represent supplementary information prepared under guidance issued by the Association of Investment Companies. ​ ​ ​ ​ ​ ​ ​
All revenue and capital items in the above statement derive from continuing operations. ​ ​ ​ ​ ​ ​ ​
No operations were acquired or discontinued in the year. ​ ​ ​ ​ ​ ​ ​
The accompanying notes are an integral part of the financial statements. ​ ​ ​ ​ ​ ​ ​

 

 

 

Statement of Financial Position

 

​	​	As at	As at
​	​	30 June 2024	30 June 2023
​	Notes	£'000	£'000
Non-current assets	​	​	​
Investments at fair value through profit or loss	10	1,073,534	1,098,311
​	​	​	​
Current assets	​	​	​
Other debtors and receivables	11	12,512	7,274
Cash and cash equivalents	12	25,148	15,115
​	​	37,660	22,389
​	​	​	​
Creditors: amounts falling due within one year	​	​	​
Other payables	​	(7,056)	(5,997)
Bank loans	​	(6,282)	(6,378)
​	13	(13,338)	(12,375)
Net current assets	​	24,322	10,014
Total assets less current liabilities	​	1,097,856	1,108,325
​	​	​	​
Non-current liabilities	​	​	​
Creditors: amounts falling due after more than one year	​	​	​
2.51% Senior Loan Notes	​	(39,955)	(39,941)
4.37% Senior Loan Notes	​	(67,619)	(69,200)
​	14	(107,574)	(109,141)
Net assets	​	990,282	999,184
​	​	​	​
Capital and reserves	​	​	​
Share capital	15	29,882	29,882
Share premium account	​	438,213	438,213
Capital redemption reserve	​	4,997	4,997
Capital reserve	​	484,787	489,428
Revenue reserve	​	32,403	36,664
Total Shareholders' funds	​	990,282	999,184
​	​	​	​
Net asset value per Ordinary share	16	​	​
Debt at fair value	​	957.9p	911.7p
Debt at par value	​	946.0p	894.4p
​	​	​	​
The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2024 and were signed on its behalf by: ​ ​ ​
Peter Tait	​	​	​
Chairman	​	​	​
The accompanying notes are an integral part of the financial statements. ​ ​ ​

 

 

Statement of Changes in Equity

 

For the year ended 30 June 2024 ​ ​ ​ ​ ​ ​ ​
​	​	​	Share	Capital	​	​	​
​	​	Share	premium	redemption	Capital	Revenue	​
​	​	capital	account	reserve	reserve	reserve	Total
​	Notes	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 July 2023	​	29,882	438,213	4,997	489,428	36,664	999,184
Net return after tax	​	-	-	-	54,366	40,413	94,779
Buyback of Ordinary shares for treasury	15	-	-	-	(59,007)	-	(59,007)
Dividends paid	7	-	-	-	-	(44,674)	(44,674)
Balance at 30 June 2024	​	29,882	438,213	4,997	484,787	32,403	990,282
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
For the year ended 30 June 2023 ​ ​ ​ ​ ​ ​ ​
​	​	​	Share	Capital	​	​	​
​	​	Share	premium	redemption	Capital	Revenue	​
​	​	capital	account	reserve	reserve	reserve	Total
​	Notes	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 July 2022	​	29,882	438,213	4,997	502,672	33,491	1,009,255
Net return after tax	​	-	-	-	28,958	44,528	73,486
Buyback of Ordinary shares for treasury	15	-	-	-	(42,202)	-	(42,202)
Dividends paid	7	-	-	-	-	(41,355)	(41,355)
Balance at 30 June 2023	​	29,882	438,213	4,997	489,428	36,664	999,184
​	​	​	​	​	​	​	​
The accompanying notes are an integral part of the financial statements. ​ ​ ​ ​ ​ ​ ​

 

 

 

Statement of Cash Flows

 

​	​	Year ended	Year ended
​	​	30 June 2024	30 June 2023
​	Notes	£'000	£'000
Operating activities	​	​	​
Net return before finance costs and taxation	​	97,620	77,020
(Decrease)/increase in accrued expenses	​	(703)	783
Overseas withholding tax	​	(1,332)	(1,458)
Increase in dividend income receivable	​	(422)	(324)
Decrease/(increase) in interest income receivable	​	32	(54)
Interest paid	​	(2,858)	(2,196)
Gains on investments	10	(58,747)	(32,602)
Amortisation of loan note expenses	6	14	12
Accretion of loan note book cost	6	(1,581)	(1,581)
Foreign exchange gains	​	-	(733)
(Increase)/decrease in other debtors	​	(2)	47
Stock dividends included in investment income	3	-	(1,006)
Net cash inflow from operating activities	​	32,021	37,908
​	​	​	​
Investing activities	​	​	​
Purchases of investments	​	(177,080)	(180,130)
Sales of investments	​	259,782	218,912
Net cash inflow from investing activities	​	82,702	38,782
​	​	​	​
Financing activities	​	​	​
Dividends paid	7	(44,674)	(41,355)
Buyback of Ordinary shares for treasury	​	(59,920)	(40,955)
Repayment of bank loans	​	(6,327)	(6,755)
Draw down of bank loans	​	6,270	6,664
Net cash outflow from financing activities	​	(104,651)	(82,401)
Increase/(decrease) in cash	​	10,072	(5,711)
​	​	​	​
Analysis of changes in cash during the year	​	​	​
Opening balance	​	15,115	20,131
Effect of exchange rate fluctuations on cash held	17	(39)	695
Increase/(decrease) in cash as above	17	10,072	(5,711)
Closing balance	​	25,148	15,115
​	​	​	​
Represented by:	​	​	​
Cash at bank and in hand	12	1,045	1,227
Money market funds	12	24,103	13,888
​	​	25,148	15,115
​	​	​	​
The accompanying notes are an integral part of these financial statements.	​	​	​

 

 

Notes to the Financial Statements

For the year ended 30 June 2024

 

1.	Principal activity
​	The Company is a closed-end investment company, registered in Scotland No SC012725, with its Ordinary shares being listed on the London Stock Exchange.

 

2.	Accounting policies ​
​	(a)	Basis of preparation. The financial statements have been prepared in accordance with Financial Reporting Standard 102, the Companies Act 2006 and with the 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 accounting policies applied are unchanged from the prior year and have been applied consistently.
​	​	The Directors have undertaken a rigorous review and consider both that there are no material uncertainties and that the adoption of the going concern basis of accounting is appropriate.  This conclusion is consistent with the longer term Viability Statement.
​	​	The Company's assets consist primarily of a diverse portfolio of listed equity shares nearly all of which, in most circumstances, are realisable within a very short timescale. The Board has set limits for borrowing and regularly reviews the level of any gearing, cash flow projections and compliance with banking and loan note covenants. The Directors are mindful of the principal risks and uncertainties disclosed in the Overview of Strategy, and have reviewed forecasts detailing revenue and liabilities. The Directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future being at least 12 months from the date of approval of this Annual Report.
​	(b)	Income. Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the year. Where the Company has elected to receive dividends in the form of additional shares rather than cash, the amount of the cash dividend foregone is recognised as revenue and any residual amount is recognised as capital. Provision is made for any dividends not expected to be received. Special dividends are credited to capital or revenue, according to the circumstances. Dividend revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately within the Statement of Comprehensive Income.
​	​	Interest receivable from cash and short-term deposits and stock lending income is recognised on an accruals basis.
​	(c)	Expenses. All expenses are accounted for on an accruals basis. All expenses are charged through the revenue column of the Statement of Comprehensive Income except as follows:
​	​	- transaction costs on the acquisition or disposal of investments are recognised as a capital item in the Statement of Comprehensive Income.
​	​	- expenses are charged as a capital item in the Statement of Comprehensive Income where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 30% to revenue and 70% to capital to reflect the Company's investment policy and prospective income and capital growth.

 

​	(d)	Taxation. Taxation represents the sum of tax currently payable and deferred tax. Any tax payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that were applicable at the Statement of Financial Position date.
​	​	Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the Statement of Financial Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the Statement of Financial Position date.
​	​	Due to the Company's status as an investment trust company 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.
​	​	The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue within the Statement of Comprehensive Income on the same basis as the particular item to which it relates using the Company's effective rate of tax for the year, based on the marginal basis.
​	(e)	Valuation of investments. The Company has chosen to apply the recognition and measurement provisions of IAS 39 Financial Instruments: Recognition and Measurement. All investments have been designated upon initial recognition at fair value through profit or loss. This is done because all investments are considered to form part of a group of financial assets which is evaluated on a fair value basis, in accordance with the Company's documented investment strategy, and information about the grouping is provided internally on that basis. 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 valued at fair value through profit or loss. For listed investments, this is deemed to be bid market prices or closing prices for stocks traded on recognised stock exchanges. Gains and losses arising from changes in fair value are included in the net return for the period as a capital item in the Statement of Comprehensive Income and are ultimately recognised in the capital reserve.
​	(f)	Cash and cash equivalents. Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to insignificant risk of change in value.
​	(g)	Borrowings and finance costs. Borrowings of interest bearing bank loans and 2.51% Senior Loan Notes are recognised initially at the fair value of the consideration received, net of any issue expenses, and subsequently at amortised cost using the effective interest method. Borrowings of 4.37% Senior Loan Notes, which were novated to the Company on the merger with Perpetual Income and Growth Investment Trust plc, were recorded initially at their fair value of £73,344,000 and are amortised over the remaining life of the loan towards their redemption value of £60,000,000. The amortisation adjustment is presented as a finance cost. Finance costs accrue using the effective interest rate over the life of the borrowings and are allocated 30% to revenue and 70% to capital.

 

​	(h)	Traded options. The Company may enter into certain derivative contracts (eg options) to gain exposure to the market. The option contracts are classified as fair value through profit or loss, held for trading, and accounted for as separate derivative contracts and are therefore shown in other assets or other liabilities at their fair value ie market value. The premium on the option (as with written options generally) is treated as the option's initial fair value and is recognised over the life of the option in the revenue column of the Statement of Comprehensive Income along with fair value changes in the open position which occur due to the movement in underlying securities. Losses realised on the exercise of the contracts are recorded in the capital column of the Statement of Comprehensive Income as they arise. Where the Company enters into derivative contracts to manage market risk, gains or losses arising on such contracts are recorded in the capital column of the Statement of Comprehensive Income.
​	(i)	Segmental reporting. The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business. Consequently, no business segmental analysis is provided.
​	(j)	Nature and purpose of reserves
​	​	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. This is a non-distributable reserve.
​	​	Share premium account. The balance classified as share premium includes the premium above nominal value from the proceeds on issue of any equity share capital comprising Ordinary shares of 25p and includes the premium arising following  the issue of shares on the combination with Perpetual Income and Growth Investment Trust plc on 17 November 2020. This is a non-distributable reserve.
​	​	Capital redemption reserve. The capital redemption reserve reflects the cancellation of Ordinary shares, when an amount equal to the par value of the Ordinary share capital is transferred from the share capital reserve to the capital redemption reserve. This is a non-distributable reserve.
​	​	Capital reserve. This reserve reflects any gains or losses on investments realised in the period along with any movements in the fair value of investments held that have been recognised in the Statement of Comprehensive Income. These include gains and losses from foreign currency exchange differences. Additionally, expenses, including finance costs, are charged to this reserve in accordance with (b) and (f) above. When making a distribution to shareholders, the Directors determine profits available for distribution by reference to 'Guidance on realised and distributable profits under the Companies Act 2006' issued by the Institute of Chartered Accountants in England  and Wales and the Institute of Chartered Accountants of Scotland in April 2017. The availability of distributable reserves in the Company is dependent on those distributions meeting the definition of qualifying consideration within the guidance and on available cash resources of the Company and other accessible sources of funds. The distributable reserves are therefore subject to any future restrictions or limitations at the time such distribution is made.
​	​	The capital reserve, to the extent it constitutes realised profits, is distributable. This may include unrealised (losses)/gains on investments where these are readily convertible to cash. The amount of the capital reserve that is distributable is complex to determine and is not necessarily the full amount of the reserve as disclosed within these financial statements of £484,787,000 as at 30 June 2024 as this is subject to fair value movements and may not be readily realisable at short notice.
​	​	Revenue reserve. This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income. The revenue reserve is distributable by way of dividend.

 

​	(k)	Treasury shares. When the Company buys back the Company's equity share capital as treasury shares, the amount of the consideration paid, including directly attributable costs and any tax effects, is recognised as a deduction from equity. When these shares are sold or reissued subsequently, the net amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from the capital reserve.
​	(l)	Dividends payable. Final dividends are recognised from the date on which they are approved by Shareholders. Interim dividends are recognised when paid. Dividends are shown in the Statement of Changes in Equity.
​	(m)	Foreign currency. Transactions in foreign currencies are converted to Sterling at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities and non-monetary assets held at fair value denominated in foreign currencies are translated into Sterling at rates of exchange ruling at the Statement of Financial Position date. Exchange gains and losses are taken to the Statement of Comprehensive Income as a capital or revenue item depending on the nature of the underlying item.
​	(n)	Significant estimates and judgements. The Directors do not believe that any accounting estimates or judgements have been applied to these financial statements that have a significant risk of causing material adjustment to the carrying amount of assets and liabilities.

 

3.	Income ​ ​
​	​	2024	2023
​	​	£'000	£'000
​	Income from investments	​	​
​	UK dividends (all listed):	​	​
​	- ordinary	27,115	32,132
​	- special	-	353
​	Property income dividends	681	814
​	Overseas dividends (all listed)	​	​
​	- ordinary	12,277	10,343
​	- special	-	756
​	Stock dividends	-	1,006
​	​	40,073	45,404
​	​	​	​
​	Other income	​	​
​	Deposit interest	64	34
​	Money Market interest	926	682
​	Traded option premiums	2,836	2,759
​	​	3,826	3,475
​	Total income	43,899	48,879
​	​	​	​
​	There were no special dividends in the year (2023 - £1,109,000) which were recognised as being revenue in nature. ​ ​
​	During the year, the Company received premiums totalling £2,836,000 (2023 - £2,759,000) in exchange for entering into derivative transactions. At the year end there were no open positions (2023 - none). ​ ​

 

4.	Investment management fees ​ ​ ​ ​ ​ ​
​	​	2024  ​ ​			2023  ​ ​
​	​	Revenue	Capital	Total	Revenue	Capital	Total
​	​	£'000	£'000	£'000	£'000	£'000	£'000
​	Management fee	1,108	2,584	3,692	1,141	2,663	3,804
​	​	​	​	​	​	​	​
​	The management fee is based on 0.55% per annum for net assets up to £350 million, 0.45% per annum on the next £100 million of net assets and 0.25% per annum for net assets over £450 million, calculated and payable monthly. The fee has been allocated 30% to revenue and 70% to capital. The management agreement is terminable on three months' notice. The fee payable to the Manager at the year end was £622,000 (2023 - £1,273,000). ​ ​ ​ ​ ​ ​
​	Under the terms of the management agreement, the value of the Company's investments in other funds managed by abrdn is excluded from the calculation of the management fee. The Company held no such other funds managed by abrdn at the year end (2023 - none). ​ ​ ​ ​ ​ ​
​	Subsequent to the year end, the Company and the Manager agreed to a change in the management fee arrangements. With effect from 1 July 2024, the management fee is to based on 0.35% per annum for net assets up to £1.1 billion and 0.25% per annum for net assets over £1.1 billion, calculated and payable monthly.​​​​​​

 

5.	Administrative expenses	​	​
​	​	2024	2023
​	​	£'000	£'000
​	Shareholders' servicesA	406	418
​	Directors' remunerationB	174	188
​	Secretarial feesC	75	75
​	Registrars fees	68	76
​	Depositary fees	78	90
​	Custody fees	72	68
​	Printing and postage	41	61
​	Auditors' remuneration:	​	​
​	- fees payable to the Company's auditors for the audit of the Company's annual financial statements	54	42
​	Legal and professional fees	50	38
​	Irrecoverable VAT	137	164
​	Other expenses	179	170
​	​	1,334	1,390
​	A Includes savings scheme and other wrapper administration and promotion expenses, paid to the Manager under a delegation agreement with the Manager to cover promotional activities during the year. There was £98,000 (2023 - £106,000) due to the Manager in respect of these promotional activities at the year end. ​ ​
​	B Refer to the Directors' Remuneration section of the Directors' Remuneration Report. ​ ​
​	C Payable to the Manager, balance outstanding of £38,000 (2023 - £19,000) at the year end. ​ ​

 

6.	Finance costs ​ ​ ​ ​ ​ ​
​	​	2024  ​ ​			2023  ​ ​
​	​	Revenue	Capital	Total	Revenue	Capital	Total
​	​	£'000	£'000	£'000	£'000	£'000	£'000
​	Bank loans and overdraft interest	152	356	508	118	274	392
​	2.51% Senior Loan Note	301	703	1,004	301	703	1,004
​	4.37% Senior Loan Note	787	1,835	2,622	787	1,835	2,622
​	Amortisation of 2.51% Senior Loan Note issue expenses	4	10	14	3	9	12
​	Amortisation of 4.37% Senior Loan Note	(474)	(1,107)	(1,581)	(474)	(1,107)	(1,581)
​	​	770	1,797	2,567	735	1,714	2,449
​	​	​	​	​	​	​	​
​	Details of the Loan Notes and their amortisation are set out in note 14. Finance costs are allocated 30% to revenue and 70% to capital. ​ ​ ​ ​ ​ ​

 

7.	Ordinary dividends on equity shares ​ ​ ​ ​
​	​	​ 2024		​ 2023
​	​	Rate	£'000	Rate	£'000
​	Fourth interim dividend previous year	12.75p	14,100	11.25p	13,128
​	First interim dividend current year	9.50p	10,334	8.25p	9,556
​	Second interim dividend current year	9.50p	10,208	8.25p	9,431
​	Third interim dividend current year	9.50p	10,032	8.25p	9,337
​	Return of unclaimed dividends	​	-	​	(97)
​	​	​	44,674	​	41,355
​	​	​	​	​	​
​	The fourth interim dividend for 2024 of 10.00p per Ordinary share has not been included as a liability in these financial statements as it was not paid until after the reporting date (12 September 2024). ​ ​ ​ ​
​	The following table sets out the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of Section 1158-1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of dividend for the year is £40,413,000 (2023 - £44,528,000). ​ ​ ​ ​
​	​	​	​	​	​
​	​	​ 2024		​ 2023
	​	Rate	£'000	Rate	£'000
​	Three interim dividends of 9.50p each (2023: three interim dividends of 8.25p each)	28.50p	30,574	24.75p	28,324
​	Fourth interim dividend	10.00p	10,428	12.75p	14,088
​	​	38.50p	41,002	37.50p	42,412

 

8.	Taxation ​ ​ ​ ​ ​ ​ ​
​	​	​	​ ​ 2024			​ ​ 2023
​	​	​	Revenue	Capital	Total	Revenue	Capital	Total
​	​	​	£'000	£'000	£'000	£'000	£'000	£'000
​	(a)	Analysis of charge for the year	​	​	​	​	​	​
​	​	Overseas tax incurred	1,104	-	1,104	2,244	-	2,244
​	​	Overseas tax reclaimable	(830)	-	(830)	(1,159)	-	(1,159)
​	​	Total tax charge for the year	274	-	274	1,085	-	1,085
​	​	​	​	​	​	​	​	​
​	(b)	Factors affecting the tax charge for the year. The UK corporation tax rate is 25% (2023 - 25%). The tax charge for the year is lower than the corporation tax rate (2023 - lower). The differences are explained below: ​ ​ ​ ​ ​ ​
​	​	​	​	​	​	​	​	​
​	​	​	​ ​ 2024			​ ​ 2023
​	​	​	Revenue	Capital	Total	Revenue	Capital	Total
​	​	​	£'000	£'000	£'000	£'000	£'000	£'000
​	​	Net return before taxation	40,687	54,366	95,053	45,613	28,958	74,571
​	​	​	​	​	​	​	​	​
​	​	Net return multiplied by the effective rate of corporation tax of 25% (2023 - 20.5%)	10,172	13,592	23,764	9,351	5,936	15,287
​	​	Effects of:	​	​	​	​	​	​
​	​	Non-taxable UK dividends	(6,853)	​	(6,853)	(6,057)	​	(6,057)
​	​	Non-taxable overseas dividends	(3,069)	​	(3,069)	(3,008)	​	(3,008)
​	​	Expenses not deductible for tax purposes	11	​	11	2	​	2
​	​	Movement in unutilised management expenses	(261)	1,095	834	(288)	897	609
​	​	Realised and unrealised gains on investments held	-	(14,687)	(14,687)	-	(6,683)	(6,683)
​	​	Currency movements not taxable	-	-	-	-	(150)	(150)
​	​	Overseas tax payable	274	-	274	1,085	-	1,085
​	​	Total tax charge	274	-	274	1,085	-	1,085
​	​	​	​	​	​	​	​	​
​	(c)	Factors that may affect future tax charges. No provision for deferred tax has been made in the current or prior accounting period. ​ ​ ​ ​ ​ ​
​	​	The Company has not provided for deferred tax on capital gains or losses arising on the revaluation or disposal of investments as it is exempt from tax on these items because of its status as an investment trust company. ​ ​ ​ ​ ​ ​
​	​	At the year end, the Company has, for taxation purposes only, accumulated unrelieved management expenses and loan relationship deficits of £77,761,000 (2023 - £74,422,000). A deferred tax asset at the standard rate of corporation of 25% (2023 - 25%) of £19,440,000 (2023 - £18,606,000) has not been recognised and these expenses will only be utilised if the Company has profits chargeable to corporation tax in the future. It is considered too uncertain that the Company will generate such profits and therefore no deferred tax asset has been recognised. ​ ​ ​ ​ ​ ​

 

9.	Return per Ordinary share	​	​	​	​
​	​	2024 ​		2023 ​
​	​	£'000	p	£'000	p
​	Returns are based on the following figures:	​	​	​	​
​	Revenue return	40,413	37.4	44,528	38.7
​	Capital return	54,366	50.2	28,958	25.2
​	Total return	94,779	87.6	73,486	63.9
​	​	​	​	​	​
​	Weighted average number of Ordinary shares in issue	​	108,144,845	​	114,958,339

 

10.	Investments at fair value through profit or loss	​	​
​	​	2024	2023
​	​	£'000	£'000
​	Opening book cost	989,936	1,017,087
​	Opening investment holdings gains	108,375	81,706
​	Opening fair value	1,098,311	1,098,793
​	Analysis of transactions made during the year	​	​
​	Purchases at cost	180,045	183,338
​	Sales proceeds received	(263,569)	(216,422)
​	Gains on investments	58,747	32,602
​	Closing fair value	1,073,534	1,098,311
​	​	​	​
​	​	​	​
​	​	2024	2023
​	​	£'000	£'000
​	Closing book cost	922,927	989,936
​	Closing investment gains	150,607	108,375
​	Closing fair value	1,073,534	1,098,311
​	​	​	​
​	​	​	​
​	​	2024	2023
​	Gains on investments	£'000	£'000
​	Realised gains on sale of investments at fair value	16,515	5,988
​	Realised loss on exercise of put options	-	(55)
​	Net movement in investment holdings gains	42,232	26,669
​	​	58,747	32,602
​	The Company received £263,569,000 (2023 - £216,422,000) from investments sold in the year. The book cost of these investments when they were purchased was £247,054,000 (2023 - £210,434,000). 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 Company may write and purchase both exchange traded and over the counter derivative contracts as part of its investment policy. The Company pledges collateral greater than the market value of the traded options in accordance with standard commercial practice. At 30 June 2024 there were no shares pledged as part of the option underwriting programme (30 June 2023 - none). The liability of collateral held at the year end was £nil as no open positions existed (30 June 2023 - £nil). ​ ​
​	Transaction costs. During the year expenses were incurred in acquiring or disposing of investments classified at 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: ​ ​
​	​	​	​
​	​	2024	2023
​	​	£'000	£'000
​	Purchases	842	797
​	Sales	114	144
​	​	956	941
​	​	​	​
​	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.	Other debtors and receivables	​	​
​	​	2024	2023
​	​	£'000	£'000
​	Amounts due from brokers	3,787	-
​	Accrued income	3,471	3,080
​	Taxation recoverable	5,228	4,170
​	Prepayments	26	24
​	​	12,512	7,274

 

12.	Cash and cash equivalents	​	​
​	​	2024	2023
​	​	£'000	£'000
​	Cash at bank and in hand	1,045	1,227
​	Money market funds	24,103	13,888
​	​	25,148	15,115
​	​	​	​
​	The Company holds £24,103,000 (2023 - £13,888,000) in Aberdeen Standard Liquidity Fund (Lux) - Sterling Fund which is managed and administered by abrdn. ​ ​

 

13.	Creditors: amounts falling due within one year ​ ​ ​ ​
​	​	​		​		2024		2023
​	​	​		​		£'000		£'000
​	Other creditors	​		​		1,563		2,548
​	Amounts due to brokers for purchase of investments ​ ​					5,167		2,202
​	Amounts due to brokers for Ordinary shares bought back ​ ​					326		1,247
​	​	​		​		7,056		5,997
​	Bank loans	​		​		6,282		6,378
​	​	​		​		13,338		12,375
​	​	​		​		​		​
​	The Company  has a three year £50 million multi-currency unsecured revolving bank credit facility with Bank of Nova Scotia Limited, committed until 27 October 2024. Under the terms of the agreement, advances from the facility may be made for periods of up to six months or for such longer periods agreed by the lender.  ​ ​ ​ ​
​	As at 30 June 2024, the Company had drawn down the following amounts from the facility, all with a maturity date of 29 July 2024 (2023 - 26 July 2023): ​ ​ ​ ​
​	​	​		​		​		​
​	​		​  2024				​  2023
​	​		Currency		£'000		Currency		£'000
​	Swiss Franc at an all-in rate of 2.55% (2023: 2.798%)		363,000		319		1,200,000		1,055
​	Euro at an all-in rate of 4.79% (2023: 4.563%)		4,050,000		3,434		3,300,000		2,832
​	Norwegian Krone at an all-in rate of 5.78% (2023: 5.11%)		4,275,000		318		6,360,000		467
​	Danish Krona at an all-in rate of 4.75% (2023: 4.56%)		2,750,000		313		6,850,000		789
​	US Dollar at an all-in rate of 6.57% (2023: 6.314%)		2,400,000		1,898		1,570,000		1,235
​	​		​		6,282		​		6,378
​	​	​		​		​		​
​	At the date this Report was approved, the Company had drawn down the following amounts from the facility, all with a maturity date of 30 September 2024: ​ ​ ​ ​
​	- Swiss Franc 363,000 at an all-in rate of 2.55716%, equivalent to £328,000. ​ ​ ​ ​
​	- Euro 4,050,000 at an all-in rate of 4.734%, equivalent to £3,418,000. ​ ​ ​ ​
​	- Norwegian Krone 4,275,000 at an all-in rate of 5.79%, equivalent to £302,000. ​ ​ ​ ​
​	- Danish Krona 2,750,000 at an all-in rate of 4.6367%, equivalent to £311,000. ​ ​ ​ ​
​	- US Dollar 2,400,000 at an all-in rate of 6.5745%, equivalent to £1,838,000. ​ ​ ​ ​
​	Financial covenants contained within the facility agreement provide, inter alia, that the ratio of net assets to borrowings must be greater than 3.5:1 and that net assets must exceed £550 million. All financial covenants were met during the year and also during the period from the year end to the date of this report. ​ ​ ​ ​

 

14.	Creditors: amounts falling due after more than one year ​ ​
​	​	2024	2023
​	​	£'000	£'000
​	2.51% Senior Loan Note	40,000	40,000
​	Unamortised 2.51% Senior Loan Note issue expenses	(45)	(59)
​	​	39,955	39,941
​	4.37% Senior Loan Note at fair value	73,344	73,344
​	Amortisation of 4.37% Senior Loan Note	(5,725)	(4,144)
​	​	67,619	69,200
​	​	107,574	109,141
​	​	​	​
​	On 8 November 2017 the Company issued £40,000,000 of 10 year Senior Loan Notes at a fixed rate of 2.51%. Interest is payable in half yearly instalments in May and November and the Loan Notes are due to be redeemed at par on 8 November 2027.  ​ ​
​	As a result of the transaction with Perpetual Income and Growth Investment Trust plc on 17 November 2020, £60,000,000 of 15 year Senior Loan Notes at a fixed rate of 4.37% issued on 8 May 2014 were novated to the Company. Under FRS 102 the loan notes are required to be recorded initially at their fair value of £73,344,000 in the Company's Financial Statements and are then amortised over the remaining life of the loan towards their redemption value of £60,000,000. The amortisation adjustment is presented as a finance cost, split 70% to capital and 30% to revenue. Interest is payable in half yearly instalments in May and November and the Loan Notes are due to be redeemed at par on 8 May 2029.  ​ ​
​	Both the Loan Notes are secured by a floating charge over the whole of the assets of the Company and rank pari passu. The Company has complied with the Senior Loan Note Purchase Agreements covenants throughout the year that the ratio of net assets to gross borrowings must be greater than 3.5:1, and that net assets will not be less than £550,000,000 throughout the year. ​ ​

 

15.	Share capital ​ ​ ​ ​
​	​	2024	​	2023	​
​	​	Shares	£'000	Shares	£'000
​	Allotted, called-up and fully-paid:	​	​	​	​
​	Ordinary shares of 25p each: publicly held	104,685,001	26,171	111,720,001	27,930
​	Ordinary shares of 25p each: held in treasury	14,844,531	3,711	7,809,531	1,952
​	​	119,529,532	29,882	119,529,532	29,882
​	​	​	​	​	​
​	During the year 7,035,000 Ordinary shares were bought back (2023 - 4,970,471) to be held in treasury by the Company at a total cost of £59,007,000 (2023- £42,202,000) representing 6.3% (2023 - 4.3%) of called-up share capital excluding Ordinary shares held in treasury at the start of the year. ​ ​ ​ ​

 

16.	Net asset value per Ordinary share	​	​	​	​
​	The net asset value per Ordinary share and the net asset value attributable to the Ordinary shares at the year end follow. These were calculated using 104,685,001 (2023 - 111,720,001) Ordinary shares in issue at the year end (excluding treasury shares). ​ ​ ​ ​
​	​	​	​	​	​
​	​	2024  ​		2023  ​
​	​	Net Asset Value Attributable  ​		Net Asset Value Attributable  ​
​	​	£'000	pence	£'000	pence
​	Net asset value - debt at par	990,282	946.0	999,184	894.4
​	Add: amortised cost of 2.51% Senior Loan Notes	39,955	38.2	39,941	35.8
​	Less: fair value of 2.51% Senior Loan Notes	(36,530)	(34.9)	(34,928)	(31.3)
​	Add: amortised cost of 4.37% Senior Loan Notes	67,619	64.5	69,200	61.9
​	Less: fair value of 4.37% Senior Loan Notes	(58,535)	(55.9)	(54,900)	(49.1)
​	Net asset value - debt at fair value	1,002,791	957.9	1,018,497	911.7

 

17.	Analysis of changes in net debt ​ ​ ​ ​ ​
​	​	At	Currency	​	Non-cash	At
​	​	1 July 2023	differences	Cash flows	movements	30 June 2024
​	​	£'000	£'000	£'000	£'000	£'000
​	Cash and cash equivalents*	15,115	(39)	10,072	-	25,148
​	Debt due within one year	(6,378)	39	57	-	(6,282)
​	Debt due after more than one year	(109,141)	-	-	1,567	(107,574)
​	​	(100,404)	-	10,129	1,567	(88,708)
​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​	At	Currency	​	Non-cash	At
​	​	1 July 2022	differences	Cash flows	movements	30 June 2023
​	​	£'000	£'000	£'000	£'000	£'000
​	Cash and cash equivalents*	20,131	695	(5,711)	-	15,115
​	Debt due within one year	(6,507)	38	91	-	(6,378)
​	Debt due after more than one year	(110,710)	-	-	1,569	(109,141)
​	​	(97,086)	733	(5,620)	1,569	(100,404)
​	* An analysis of cash and cash equivalents between cash at bank and in hand and money market funds is provided in note 12. ​ ​ ​ ​ ​
​	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. ​ ​ ​ ​ ​

 

18.	Financial instruments
​	This note summarises the risks deriving from the financial instruments that comprise the Company's assets and liabilities.
​	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, other than derivatives, comprise securities and other investments, cash balances, liquid resources, 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 forward foreign currency contracts, futures and options, subject to Board approval, for the purpose of enhancing portfolio returns and for hedging purposes in a manner consistent with the Company's broader investment policy. As at 30 June 2024 there were no open positions in derivatives transactions (2023 - same).
​	Risk management framework. The directors of abrdn Fund Managers Limited collectively assume responsibility for the Manager's obligations under the AIFMD including reviewing investment performance and monitoring the Company's risk profile during the year.
​	The Manager is a wholly owned subsidiary of the abrdn Group ("the Group"), which provides a variety of services and support to the Manager in the conduct of its business activities, including in the oversight of the risk management framework for the Company. The Manager has delegated the day to day administration of the investment policy to abrdn 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). The Manager 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 ("the 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 Officer ("CEO") 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 CEO 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, 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 in the committees' terms of reference.
​	Risk management of the financial instruments. The main risks the Company faces from these financial instruments are (a) market risk (comprising (i) interest rate, (ii) foreign currency and (iii) other price risk), (b) liquidity risk and (c) credit risk.
​	In order to mitigate risk, the investment strategy is to select investments for their fundamental value. Stock selection is therefore based on disciplined accounting, market and sector analysis. 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 sector. The Attribution Analysis, detailing the allocation of assets and the stock selection, is shown in the Performance Attribution table in the Investment Manager's Report. The Investment Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to consider investment strategy. The Company's strategy is detailed in the Chair's Statement, in the Investment Manager's Report, and in Overview of Strategy.
​	The Board has agreed the parameters for net gearing, which was 9.1% of net assets as at 30 June 2024 (2023 - 10.4%). The Manager's policies for managing these risks are summarised below and have been applied throughout the current and previous year. The numerical disclosures in the tables listed below exclude short-term debtors and creditors.
​	18 (a) Market risk. The Company's investment portfolio is exposed to market price fluctuations, which are monitored by the Manager in pursuance of the investment objective as set out on page 1. Adherence to investment guidelines and to investment and borrowing powers set out in the management agreement mitigates the risk of exposure to any particular security or issuer. Further information on the investment portfolio is set out in the Investment Manager's Report.
​	Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Company's operations. It represents the potential loss the Company might suffer through holding market positions as a consequence of price movements. It is the Board's policy to hold equity investments in the portfolio in a broad spread of sectors in order to reduce the risk arising from factors specific to a particular sector.

 

​	18 (a)(i) Interest rate risk. Interest rate movements may affect: ​ ​ ​ ​
​	- the level of income receivable on cash deposits; ​ ​ ​ ​
​	- interest payable on the Company's variable rate borrowings; and ​ ​ ​ ​
​	- the fair value of any investments in fixed interest rate securities. ​ ​ ​ ​
​	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. Details of the bank loan and interest rates applicable can be found in note 13. ​ ​ ​ ​
​	The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Interest rate risk is the risk of movements in the value of financial instruments as a result of fluctuations in interest rates. ​ ​ ​ ​
​	Financial assets. The interest rate risk of the portfolio of financial assets at the reporting date was as follows: ​ ​ ​ ​
​	​	​	​	​	​
​	​	Floating rate  ​		Non-interest bearing  ​
​	​	2024	2023	2024	2023
​	​	£'000	£'000	£'000	£'000
​	Danish Krona	-	-	9,923	22,239
​	Euro	-	-	104,139	69,528
​	Norwegian Krone	-	-	10,535	9,323
​	Singapore Dollars	-	-	27,374	21,124
​	Sterling	25,148	15,115	853,898	898,427
​	Swedish Krone	-	-	18,454	16,694
​	Swiss Francs	-	-	9,486	36,060
​	Taiwan Dollars	-	-	10,827	7,051
​	US Dollars	-	-	28,898	17,865
​	Total	25,148	15,115	1,073,534	1,098,311
​	​	​	​	​	​
​	The floating rate assets consist of cash at bank and cash held in money market funds earning interest at prevailing market rates. ​ ​ ​ ​
​	The non-interest bearing assets represent the equity element of the portfolio. ​ ​ ​ ​
​	Financial liabilities. The Company has floating rate borrowings by way of its loan facility and fixed rate senior loan note issues, details of which are in notes 13 and 14.  ​ ​ ​ ​
​	Interest rate sensitivity. The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant in the case of instruments that have floating rates. ​ ​ ​ ​

 

​	Interest rate sensitivity. The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant in the case of instruments that have floating rates. ​ ​ ​ ​ ​ ​
​	If interest rates had been 1% higher or lower and all other variables were held constant, the Company's profit before tax for the year ended 30 June 2024 and net assets would increase/decrease by £175,000 (2023 - £53,000) respectively. This is mainly attributable to the Company's exposure to interest rates on its floating rate cash balances and borrowings. ​ ​ ​ ​ ​ ​
​	18 (a)(ii) 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 foreign 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. The revenue account is subject to currency fluctuations arising on dividends receivable in foreign currencies and, indirectly, due to the impact of foreign exchange rates upon the profits of investee companies. It is not the Company's policy to hedge this currency risk but the Board keeps under review the currency returns in both capital and income. ​ ​ ​ ​ ​ ​
​	Foreign currency risk exposure by currency of denomination falling due within one year is set out in the table below. Net monetary assets/(liabilities) comprise cash and loan balances and exclude other debtors and receivables and other payables (including amounts due to or from brokers). ​ ​ ​ ​ ​ ​
​	​	​	​	​		​	​		​
​	​	30 June 2024  ​ ​				30 June 2023  ​ ​
​	​	​	Net	​		​	Net		​
​	​	​	monetary	Total		​	monetary		Total
​	​	​	assets/	currency		​	assets/		currency
​	​	Investments	(liabilities)	exposure		Investments	(liabilities)		exposure
​	​	£'000	£'000	£'000		£'000	£'000		£'000
​	Danish Krona	9,923	(313)	9,610		22,239	(789)		21,450
​	Euro	104,139	(3,434)	100,705		69,528	(2,832)		66,696
​	Norwegian Krone	10,535	(318)	10,217		9,323	(467)		8,856
​	Singapore Dollars	27,374	-	27,374		21,124	-		21,124
​	Swedish Krone	18,454	-	18,454		16,694	-		16,694
​	Swiss Francs	9,486	(319)	9,167		36,060	(1,055)		35,005
​	Taiwan Dollars	10,827	-	10,827		7,051	-		7,051
​	US Dollars	28,898	(1,898)	27,000		17,865	(1,235)		16,630
​	Total	219,636	(6,282)	213,354		199,884	(6,378)		193,506
​	​	​	​	​		​	​		​
​	Foreign currency sensitivity. The following table details the impact on the Company's net assets to a 10% decrease (in the context of a 10% increase the figures below should all be read as negative) in Sterling against the foreign currencies in which the Company has exposure. The sensitivity analysis includes foreign currency denominated monetary and non-monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates.  ​ ​ ​ ​ ​ ​
​	​	​	​	​		​	​		​
​	​	​	​	​	​	2024		2023
​	​	​	​	​	​	£'000		£'000
​	Danish Krona	​	​	​	​	961		2,145
​	Euro	​	​	​	​	10,071		6,670
​	Norwegian Krone	​	​	​	​	1,022		886
​	Singapore Dollars	​	​	​	​	2,737		2,112
​	Swedish Krone	​	​	​	​	1,845		1,669
​	Swiss Francs	​	​	​	​	917		3,501
​	Taiwan Dollars	​	​	​	​	1,083		705
​	US Dollars	​	​	​	​	2,700		1,663
​	Total	​	​	​	​	21,336		19,351

 

​	18(a)(iii) Other price risk. Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments. ​ ​ ​ ​ ​ ​ ​
​	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 sector. The allocation of assets to international markets and the stock selection process, as detailed in the section "Delivering the Investment Policy", both 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. ​ ​ ​ ​ ​ ​ ​
​	Other price risk sensitivity. If market prices at the reporting date had been 10% higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders and equity for the year ended 30 June 2024 would have increased/decreased by £107,353,000 (2023 - £109,831,000). ​ ​ ​ ​ ​ ​ ​
​	18 (b) 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 as follows: ​ ​ ​ ​ ​ ​ ​
​	​	​	​			​	​	​	​	​
​	​	​	​			Within	Within	Within	More than	​
​	​	​	​			1 year	1-3 years	3-5 years	5 years	Total
​	At 30 June 2024	​	​			£000	£000	£000	£000	£000
​	Bank loans			​	​	6,282	-	-	-	6,282
​	2.51% Senior Loan Note 8/11/27			​	​	-	-	40,000	-	40,000
​	4.37% Senior Loan Note 8/5/29			​	​	-	-	60,000	-	60,000
​	Interest cash flows on bank loans			​	​	10	-	-	-	10
​	Interest cash flows on 2.51% Senior Loan Note ​ ​					1,004	2,008	502	-	3,514
​	Interest cash flows 4.37% Senior Loan Note			​	​	2,622	5,244	5,244	-	13,110
​	Cash flows on other creditors			​	​	7,056	-	-	-	7,056
​	​			​	​	16,974	7,252	105,746	-	129,972
​	​			​	​	​	​	​	​	​
​	​			​	​	​	​	​	​	​
​	​			​	​	Within	Within	Within	More than	​
​	​			​	​	1 year	1-3 years	3-5 years	5 years	Total
​	At 30 June 2023			​	​	£000	£000	£000	£000	£000
​	Bank loans			​	​	6,378	-	-	-	6,378
​	2.51% Senior Loan Note 8/11/27			​	​	-	-	40,000	-	40,000
​	4.37% Senior Loan Note 8/5/29			​	​	-	-	-	60,000	60,000
​	Interest cash flows on bank loans			​	​	3	-	-	-	3
​	Interest cash flows on 2.51% Senior Loan Note ​ ​					1,004	2,008	1,506	-	4,518
​	Interest cash flows 4.37% Senior Loan Note			​	​	2,622	5,244	5,244	2,622	15,732
​	Cash flows on other creditors			​	​	5,997	-	-	-	5,997
​	​	​	​			16,004	7,252	46,750	62,622	132,628
​	​	​	​			​	​	​	​	​
​	Management of the risk. The Company's assets comprise readily realisable securities which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of committed loan and overdraft facilities. ​ ​ ​ ​ ​ ​ ​
​	As at 30 June 2024 the Company utilised £6,282,000 (2023 - £6,378,000) of a £50,000,000 multi-currency revolving bank credit facility, which is committed until 27 October 2024. Details of maturity dates and interest charges can be found in note 13. The aggregate of all future interest payments at the rate ruling at 30 June 2024 and the redemption of the loan amounted to £6,292,000 (2023 - £6,381,000). ​ ​ ​ ​ ​ ​ ​
​	18 (c) Credit risk. This is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. ​ ​ ​ ​ ​ ​ ​
​	Management of the risk. The risk is mitigated by the Investment Manager reviewing the credit ratings of counterparties. The risk attached to dividend flows is mitigated by the Investment Manager's research of potential investee companies. The Company's custodian bank is responsible for the collection of income on behalf of the Company and its performance is reviewed by the Depositary (on an ongoing basis) and by the Board on a regular basis. It is the Manager's policy to trade only with A- and above (Long Term rated) and A-1/P-1 (Short Term rated) counterparties. The maximum credit risk at 30 June 2024 is £32,365,000 (2023 - £18,123,000) consisting of £3,430,000 (2023 - £3,080,000) of dividends receivable from equity shares, £3,787,000 (2023 - £nil) receivable from brokers and £25,148,000 (2023 - £15,115,000) in cash and cash equivalents. ​ ​ ​ ​ ​ ​ ​
​	None of the Company's financial assets are past due or impaired (2023 - none). ​ ​ ​ ​ ​ ​ ​

 

19.		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. Categorisation within the hierarchy is determined on the basis of the lowest level input that is significant to the fair value measurement of each relevant asset or liability. The fair value hierarchy has the following levels:
​		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; and
​		Level 3: inputs are unobservable (ie for which market data is unavailable) for the asset or liability.
​		The valuation techniques used by the Company are explained in the accounting policies note 2(e). The Company's portfolio consists wholly of quoted equities, all of which are Level 1.
​		The fair value of both the 2.51% Senior Loan Notes and 4.37% Senior Loan Note have been calculated by aggregating the expected future cash flows for that loans discounted at a rate based on UK gilts issued with comparable coupon rates and maturity dates plus a margin representing the credit risk for Investment Grade A bonds.  The fair value and amortised cost amounts can be found in note 16.
​		All other financial assets and liabilities of the Company are included in the Statement of Financial Position at their book value which in the opinion of the Directors is not materially different from their fair value.
	20.	Related party transactions and transactions with the Manager
	​	Fees payable during the year to the Directors and their interests in shares of the Company are considered to be related party transactions and are disclosed within the Directors' Remuneration section of the Directors' Remuneration Report.
	​	The Company has agreements with the Manager for the provision of management, secretarial, accounting and administration services and promotional activities. Details of transactions during the year and balances outstanding at the year end are disclosed in notes 4 and 5.

 

21.	Capital management policies and procedures
​	The investment objective of the Company is to achieve a high and growing income combined with capital growth through investment in a portfolio principally of UK equities.
​	The capital of the Company consists of debt (comprising loan notes and bank loans) and equity (comprising issued capital, reserves and retained earnings). The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.
​	The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:
​	- the level of equity shares in issue;
​	- the planned level of gearing which takes into account the Investment Manager's views on the market (net gearing figures can be found in 'Financial Highlights'); and
​	- the extent to which revenue in excess of that which is required to be distributed should be retained.
​	The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period.
​	Notes 13 and 14 give details of the Company's bank facility agreement and loan notes respectively.

 

22.	Subsequent events
​	On 30 August 2024, the Company announced that  it had agreed to a change in the management fee arrangements with the Manager. With effect from 1 July 2024, the management fee is based on 0.35% per annum for net assets up to £1.1 billion and 0.25% per annum for net assets over £1.1 billion, calculated and payable monthly.