Annual Report
for the year ended 30 April 2025
ASSET MANAGEMENT
CHELVERTON
C
Contents
Section 1
Strategic Report including:
– Financial Highlights 1
– Chairman’s Statement 2
– Investment Manager’s Report 4
– Investment Objective and Policy 11
– Other Statutory Information 16
Section 2
Directors 26
Investment Manager, Company Secretary, Custodian and Registrar 27
Directors’ Report 28
Statement on Corporate Governance 33
Audit Committee Report 41
Directors’ Remuneration Report 43
Statement of Directors’ Responsibilities 46
Independent Auditor’s Report 48
Section 3
Financial Statements including:
– Consolidated Statement of Comprehensive Income 58
– Consolidated and Parent Company Statement of Changes in Net Equity 59
– Consolidated and Parent Company Balance Sheets 60
– Consolidated and Parent Company Statement of Cash Flows 61
– Notes to the Financial Statements 62
Shareholder Information 81
Company Summary 82
Capital Structure 83
Glossary of Terms 84
Directors and Advisers 86
Notice of Annual General Meeting 87
SECTION 1
1
Strategic Report
The Strategic Report comprising pages 1 to 24 has been prepared in accordance with Section 414A of the
Companies Act 2006 (‘the Act’). Its purpose is to inform shareholders and help them understand how the
Directors have performed their duties under Section 172 of the Act to promote the success of the Company.
Chelverton UK Dividend Trust PLC (‘the Company’) and its subsidiaries, SDV 2025 ZDP PLC (‘SDVP’) and
SDV 2031 ZDP PLC (‘2031 ZDPCo’) (‘the Subsidiaries’), together form the Group. The Group’s funds are
invested in mid and smaller capitalised UK companies. The portfolio comprises companies listed on the
Official List of the UK Listing Authority and traded on the London Stock Exchange Main Market, traded on
the Alternative Investment Market (‘AIM’) or traded on other qualifying UK marketplaces.
The Group does not invest in other investment trusts or in unquoted companies, although the Company
may retain investments in companies which cease to be listed after the initial investment was made, so long
as the total is non-material in the context of the overall portfolio; however, the Company may not increase
its exposure to such investments. No investment is made in preference shares, loan stock or notes,
convertible securities or fixed inter
est securities.
Financial Highlights
30 April 30 April
Capital 2025 2024 % change
Total gross assets (£’000) 30,328 52,231 (41.93)
Total net assets (£’000) 29,867 33,521 (10.89)
Net asset value per Ordinary share 133.04p 155.59p (14.49)
Mid-market price per Ordinary share 128.50p 145.50p (11.68)
(Discount)/premium (3.41%) (6.48%)
Net asset value per Zero Dividend Preference share 2025 – 128.11p (100.00)
Mid-market price per Zero Dividend Preference share 2025 – 120.00p (100.00)
Discount – (6.33%)
Year ended Year ended
30 April 30 April
Revenue 2025 2024 % change
Return per Ordinary share 13.32p 12.70p 4.88
Dividends declared per Ordinary share 13.00p 12.60p 3.17
Total return
Total return on Group’s net asset value per share*
1
(7.17%) 0.30%
Ongoing charges**
1
2.79% 2.73%
Ongoing charges***
1
1.96% 1.72%
Dividend yield 10.12% 8.66%
* Adding back dividends paid in the year.
** Calculated in accordance with the Association of Investment Companies (‘AIC’) guidelines. Based on
total expenses, excluding finance costs, for the year and average net asset value.
*** Based on gross assets.
1
These are alternative performance measures (‘APM’) (see APM glossary for further information).
2
Strategic Report (continued)
Chairman’s Statement
I am pleased to present to shareholders the Company’s Annual Report for the financial year ended 30 April
2025.
The world remains subject to major geopolitical uncertainties as a result of the continuing conflicts in Ukraine
and the Middle East and the spectre of global trade wars resulting from President Trump’s threatened tariffs
on US imports, in addition to his puzzling and inconsistent stances on foreign policy.
In the UK the recent local government elections and the simultaneous parliamentary by-election have
created further political uncertainty. The successes achieved by Reform UK, and their sudden espousal of
hitherto left-wing policies such as the removal of the cap on child benefits, ar
e a further demonstration of
the political impact of populism. Over the next few years we will discover whether these election results
represent a protest vote, or a fundamental shift in political allegiances.
With regard to the UK economy, there have been signs of growth and some reduction in interest rates, but
markets and businesses await the full impact of the budget, with concerns for the effects on GDP, inflation
and employment; this is particularly so in the service sectors which form such a large part of the country’s
economy.
Results
The Company’s net asset value per share at the recent year end was 133.04p, a reduction of 14.5% since
30 April 2024. During the year total dividends of 13.0p per share were proposed and paid, compared to
12.6p the previous year. This was the 15th year of consistent increases. Over the reporting period, the
Company delivered a total return on Group’s net asset value per share of -7.17%. In comparison, the AIC
UK Equity Income sector recorded a share price total return of 10.92% and a NAV total return of 8.90%.
As further described in the next section of this Statement, during the period the Company incurred a capital
loss of £5.162 million, largely in the course of realising investments in order to repay the SDV 2025 ZDP
PLC zero dividend preference (‘ZDP’) shares and reorganising the portfolio so as to balance the objectives
of income and capital upside. This capital loss was partially offset by revenue of £2.925 million received
during the period, resulting in a total net loss for the year of £2.237 million (2024: £4 million).
Capital Structure and Dividend
Although at 30 April 2025 the Company's Ordinary shares were trading at a small discount to net asset
value, they were at a premium to net asset value for the majority of the period. This enabled the Company
to issue 905,000 new ordinary shares at a small premium to net asset value.
Nevertheless, the reduction in net asset value per share over the year reflected a significant deterioration
in the market for the smaller and mid-cap UK companies in which we invest. In addition, a sudden and
unpredicted reduction in positive sentiment towards ZDP shares, particularly in our sector, had a negative
effect on the Company’s recent attempt to replace the gearing provided by the ZDP shares issued by our
subsidiary SDV 2025 ZDP PLC upon their planned repayment on 30 April 2025. As announced on 24 April,
whilst there was a reasonable level of demand this was not sufficient to achieve the minimum size of issue
required by the UKLA and therefore the issue of new ZDP shares did not proceed. Since the 2025 ZDP
shares were repaid on 30 April the Company has had no gearing.
3
The necessary sale of assets was completed ahead of the 30 April redemption date of the 2025 ZDPs at a
time that, unfortunately, coincided with a volatile stock market, mostly due to extraneous factors such as
concerns over the global effects of US tariffs. Whilst the Investment Manager did an excellent job of
ensuring a balanced portfolio remains intact, the preservation of this balance made it necessary to realise
certain holdings at prices below their carrying values. The resulting losses on certain holdings were
unavoidable owing to the overriding need to meet the redemption date of the 2025 ZDPs.
The Investment Manager is confident of the pr
ospects for both income growth and capital appreciation
from the reduced portfolio of small and mid-cap investments and the net assets of the Company remain
of a similar size to before the ZDP redemption. The underlying income yield from the portfolio remains
broadly unchanged, but with the absence of ZDPs to provide gearing for the portfolio and the reduction
in gross assets following the disposals necessary to fund the repayment of the ZDP shares, the absolute
level of income has declined and consequently it will not be possible to maintain the same level of dividend
as hitherto.
However, the level of revenue reserves has been built up consistently over many years and at 30 April 2025
these reserves amounted to £2.882m, equivalent to the total dividends for the latest financial year
. As
announced on 9 May, in the absence of a ZDP issue to provide a geared effect and enhance the revenue
stream, the Board has resolved to use the reserves to supplement the income from the restructured portfolio
of net assets in order to pay a dividend of 10.0p per share for the next three years, subject to market
conditions at the time but assuming no increase in underlying portfolio income. This level of dividend will
provide a yield of 7.0% based on the share price of 142.0p on 2 July 2025.
Outlook
Despite the uncertainties, we remain confident in the prospects for small and mid-cap companies, whose
market rating is historically low. The Board has been advised by the Investment Manager that the necessary
rebalancing of the portfolio has been achieved without any deterioration in its quality and we believe it
now offers a compelling combination of an attractive dividend yield and the potential for capital upside
from any recovery in the UK small and midcap market. As market circumstances develop the Board will
seek opportunities to reintroduce gearing into the Company’s structure.
Howard Myles
Chairman
10 July 2025
Strategic Report (continued)
Investment Manager’s Report
Macro Overview
For the last few years, even probably from the EU Referendum in 2016, each of our financial years has been
punctuated by extraordinary UK domestic events and seemingly “cataclysmic” world events that have
absorbed the mainstream media, have filled newspaper column inches, the discussion pr
ogrammes on
television and, of course, the ever burgeoning, active and provocative social media.
The year we are reporting on has been no different. We have had the continuation of the war between
Russia and Ukraine following Russia’s invasion in February 2022. This has now been ongoing for more than
three years and discussions have, at least recently, commenced to try and draw an end to this bloody and
destructive conflict. Whilst Russia might well end up r
etaining the territory it has taken, this tiny increase in
land mass amounts to a few percentage points at a great cost of Russian and Ukrainian life and destruction
of the infrastructure. Despite the unsatisfactory outcome of negotiations to date, it is hoped that discussions
between Ukraine and Russia develop more positively in the future and that this conflict comes to an end
with a sustainable peace agreement.
The attack on Israel by Hamas in October 2023, the subsequent reaction of Israel, the short period of
ceasefir
e and exchange of hostages has now been followed by an escalation of the conflict. This turmoil
has led not only to political volatility in the Middle East, voter polarisation in certain constituencies in the
UK General Election and an increase in the whole ongoing debate about the great movement of people
from the Middle East and Sub-Saharan Africa.
Ignoring the events of the past few weeks, for the present, in 2024 we saw the company year commence
with inflation at a much-r
educed rate of 2.3% (based on the Consumer Price Index) down from the elevated
rates in the previous 12 months. This decline continued to a low of 1.7% in September and an uptick since
then to its current level of 3.5% at the end of April 2025. However, this significant incr
ease has been driven
by one-off items, a number driven by the Government, with increases in regulated prices, and does not
represent a core demand led increase. The Bank of England forecasts a rise to 3.7% in the first half of this
year followed by a decline thereafter to 2%. This forecast reduction is underpinned by the significant decline
in the gas price of some 34% and the price of oil by some 12% since the beginning of 2025.
Whilst the Bank of England had started to reduce interest rates, having cut their base rate from 5.25% in
four 0.25% reductions to 4.25%, over the same period the European Central Bank has reduced its deposit
rates from 4.0% to 2.0%. It is to be hoped that the minority members of the Monetary Policy Committee
who recently voted for a 0.5% reduction at the last rate setting will hold more sway going forward.
This is important to the fund as elevated rates have an impact on consumer spending and the public’s
disposable income. With “inflation busting” pay rises and the significant incr
ease of 28.5% in the National
Living Wage over the past three years, wages are now recovering some previous losses and with inflation
expecting to trend down to 2%, positive real wage growth has reemerged. Coupled with a gentle reduction
in mortgage rates, the pressure on most household budgets will be easing.
The election of a new Labour Government on 5 July 2024 with a large majority was fully anticipated after
14 years of Conservative rule. It was expected, and hoped, that the new government would arrive in office
with fully thought through plans to create the conditions for growth that had been a major theme of the
Labour manifesto. What has been so disappointing to date has been the lack of a clear plan and, indeed,
the introduction of various measures which will generate no growth or wealth, but which have absorbed
the government’s capacity, time and maybe even limited cash resources. The biggest direct impact for
every company in the UK, has been the changes to the National Insurance rates and thresholds which have
increased the employment costs. Obviously, every company has since the Autumn Budget developed plans
to mitigate this cost by a combination of a reduction in employment, a moderated increase in wage rates
for 2025 and further sales price increases.
4
Finally, the recent turmoil caused by the President of the United States on the introduction of specific tariffs
across the world and then, in the past few weeks, a 90-day pause has led to uncertainty. Given the portfolio
companies are highly UK-centric and have modest sales to the USA it is difficult to see significant
consequences of these actions, although some investment decisions may be delayed in the short term. In
fact, it may well be that the products sourced in China become cheaper because China’s major market has
been effectively closed and the manufacturers seek new markets. In addition, as almost all overseas buying
is priced in USD, the recent weakness in the USD against sterling should also provide a positive tailwind.
However, all of this turmoil and uncertainty could well lead to a reduction in economic activity.
The latest GDP figur
es continue to show modest growth. Whilst the increase of 0.5% in February 2025
should be taken with caution the trend over the past 18 months shows that the economy has been growing,
albeit modestly, since the latter part of 2023. Overall, and confirmed by the latest GDP figur
es for the UK,
services, production and construction all grew at the same time. From our experience of dealing largely
with UK centric companies there is a mood, outside of the mainstream media, that the UK “is getting on
with getting on”, that companies are managing what is being presented to them, continuing to drive costs
savings, and investing and innovating to produce productivity growth.
Records show that British households have had an elevated savings ratio since the first lockdown for Covid
19 in 2020. Households have increased their savings, and these increases have coincided with cost-of-living
pressures, weak consumer confidence and slower gr
owth in household consumption. It is to be hoped that,
as inflation falls and inter
est rates reduce with a modest uptick in growth, some of these funds will be
released and will provide a further boost to the UK economy.
In the past we have talked about the unprecedented and continuing level of share buybacks by UK quoted
companies. For the past 12 months this has continued and is spread across the portfolio. It appears that
almost all companies have shareholder approval to buyback shares and are putting these programmes in
place. It is no surprise that so many of the portfolio companies are buying back their shares as we invest in
companies with strong balance sheets, strong cash flows and which ar
e already paying dividends. If the Boards
of these companies, consider their shares to be too cheap it is an easy step to justify a buyback programme.
As shareholders we support these initiatives as a shrinking of the share capital means that the dividend
becomes better covered and more secure, and when consistent buying demand for these shares returns,
as it will, one could logically expect a sharp recovery in share prices.
Portfolio Review
As highlighted above, the year to April 2025 has been particularly volatile, culminating in an extreme risk-off
period in April 2025 post President Trump’s sweeping tariff announcements, which were far more draconian
than many commentators had expected. This, combined with the continued allocation away from UK equities
by global asset allocators, resulted in a challenging period for UK small and midcap equities. During the period
the Company’s NAV fell 14.5% to 133.04p at 30th April 2025. Post the year-end, this has recovered somewhat,
standing at 148.99 on 2 July 2025. During the reporting period, the Company incurred an investment loss of
£3,529,000 (2024: loss of £1,627,000) primarily driven by the need to sell assets in April 2025 to fund the
repayment of the ZDPs. During the year our biggest positive contributor to performance was Alumasc. Despite
the well-publicised challenges facing UK RMI exposed business, Alumasc has continued to win market share
and consistently meet market expectations. This strong performance resulted in a c.87% share price increase
over the year, bucking the trend of the wider market. Personal Group also contributed strongly by delivering
on market expectations under a new management team, while Ramsdens benefited fr
om the higher gold price.
On the downside Severfield and Ultimate Pr
oducts were the largest detractors from performance. Severfield
ran into the twin issues of a slower market for its structural steel products and the identification of an issue
with some of its bridge structures, which resulted in a significant negative exceptional item. Ultimate Pr
oducts
has struggled to pass on inflationary cost incr
eases while also suffering from weaker consumer demand for
homeware products, including air fryers.
5
Strategic Report (continued)
Corporate activity has remained a theme throughout the year to April 2025, an indicator of the low
valuations currently being seen in the UK SMID market. Bank of Cyprus and N Brown were both subject to
cash takeovers in the year. i3 Energy was acquired by the US listed company Gran Tierra and we sold the
converted Gran Tierra shares on receipt.
As well as the aforementioned stocks that were subject to corporate activity in FY’25, Bakkavor received
and accepted a bid offer in April 2025 and, as such, is still held in the portfolio. Up to the end of March we
exited twelve positions entirely in the year. Tyman, I-Energizer, T Clarke, Genuit Group, Randall & Quilter,
Marshalls, Vector Capital, The Works, Watkin Jones, PPHC and Close Brothers were sold entirely on dividend
yield grounds. Shareholdings were reduced in seventeen positions, including RTC Group, Diversified Ener
gy,
Paypoint, Hargreaves Services and Gateley.
As previously discussed, the proposed rollover of the 2025 ZDP shares did not proceed. As a result, in the
month of April 2025, we undertook a series of asset sales from within the portfolio to allow for the full
redemption of the 2025 ZDP shares at a realised loss of around £5 million. As part of this process, we sold
our positions in an additional nine holdings, these being Aferian, DFS, Headlam, Marstons, Oxford Metrics
Group, Property Franchise Group, Springfield Pr
operties, Vanquis and Portmeirion. We also sold down
positions in a further fifty-four holdings, to right size our portfolio appr
opriately. While this was not our
preferred outcome, we were pleased that we were able to make sales across the vast majority of our portfolio,
despite the timing being at the height of the tariff led market volatility. This has resulted in a remaining
portfolio which we are confident has a str
ong mixture of dividend income and capital growth potential.
Nine new holdings were added to the Company's portfolio in the year, including discount retailer B&M
European Bargain Stores, investment manager Foresight Group, chemicals company Johnson Matthey,
British retailer Pets at Home, British engineered ceramics company Vesuvius and high-performance polymer
company Victrex.
Outlook
We have written repeatedly in recent years about our confidence in both the quality of the underlying
companies in our portfolio and the ability of the respective management teams to navigate the continued
macro shocks in such a way that our portfolio holdings will emerge leaner and stronger as the market
recovers. This undoubtedly remains true, but has not been reflected in shar
e prices/ratings. More recently
however, the combination of global trade uncertainty and an improving UK domestic picture, led by falling
mortgage rates, has resulted in a long-awaited pickup in demand for UK domestic stocks. While we expect
the short-term uncertainty to result in some difficulty for names exposed to global GDP and frictionless
trade, the natural domestic bias within this portfolio ought to leave it relatively well placed, especially if
the recent positive shift in investor sentiment towards UK equities can be sustained. The past few years
has seen a marked shrinkage in the available UK equity base through a combination of share buybacks,
takeovers and a lack of IPOs. Any sustained shift in investor sentiment, combined with a stable domestic
economy could see the small and midcap market in which we operate start to revert to its long-term
outperformance versus large caps, reversing the trend of the last few years.
David Horner
Chelverton Asset Management Limited
10 July 2025
6
Breakdown of Portfolio by Industry
at 30 April 2025
Market
value
Bid % of
Market sector £’000 portfolio
Banks 819 2.90
Chemicals 612 2.10
Construction & Materials 2,449 8.70
Consumer Products and Services 939 3.40
Energy 694 2.40
Financial Services 4,699 16.80
Food, Beverage & Tobacco 1,881 6.70
Health Care 585 2.10
Industrial Goods & Services 6,936 24.90
Insurance 2,786 10.00
Media 931 3.40
Personal Care, Drugs & Grocery Stores 0 0.00
Real Estate 675 2.40
Retail 2,549 9.10
Technology 554 2.00
Telecommunications 855 3.00
Travel & Leisure 3 0.10
27,967 100.0
7
Strategic Report (continued)
Breakdown of Portfolio by Market Capitalisation
at 30 April 2025
Number of Companies
% of Portfolio
Source: Apex Fund Administration Services (UK) Limited
8
£50–75m
5
£25–50m
3
<£25m
9
£75–100m
6
£100–250m
16
£250–500m
7
> £500m
17
£50–75m
8%
£25–50m
5%
<£25m
15%
£75–100m
10%
£100–250m
25%
£250–500m
10%
> £500m
27%
Portfolio Statement
at 30 April 2025
Market
value % of
Stock Name Sector £’000 portfolio
Hargreaves Services Industrial Goods & Services 915 3.3
Stelrad Construction & Materials 910 3.2
Smiths News Industrial Goods & Services 875 3.1
MTI Wireless Edge Telecommunications 855 3.0
Arbuthnot Banking Banks 819 2.9
Chesnara Insurance 771 2.8
Duke Royalty Financial Services 734 2.6
M P Evans Food, Beverage & Tobacco 660 2.4
Epwin Group Construction & Materials 621 2.2
Wynnstay Group Food, Beverage & Tobacco 620 2.2
Bakkavor Food, Beverage & Tobacco 601 2.1
One Health Group Health Care 585 2.1
Kier Group Construction & Materials 581 2.1
Wickes Retail 569 2.0
Personal Group Holdings Insurance 558 2.0
MoneySuperMarket Technology 554 2.0
Zigup Industrial Goods & Services 546 2.0
Hansard Global Insurance 538 1.9
TP ICAP Financial Services 512 1.8
Ramsdens Holdings Financial Services 510 1.8
B&M European Value Retail Retail 504 1.8
ME Group Consumer Products and Services 503 1.8
Dunelm Retail 495 1.8
STV Media 491 1.8
Polar Capital Holdings Financial Services
489 1.7
Paypoint Industrial Goods & Services 471 1.7
Sabre Insurance Insurance 471 1.7
VP Industrial Goods & Services 456 1.6
Fonix Mobile Industrial Goods & Services 450 1.6
Conduit Insurance 448 1.6
ITV Media 440 1.6
Coral Products Industrial Goods & Services 439 1.6
Ultimate Products Consumer Products and Services 436 1.6
Somero Industrial Goods & Services 420 1.5
Orchard Funding Group Financial Services 403 1.4
Spectra Systems Retail 392 1.4
Lendinvest Financial Services 390 1.4
Gateley Industrial Goods & Services 384 1.4
Diversified Ener
gy Energy 376 1.3
Castings Industrial Goods & Services 372 1.3
Regional REIT Real Estate 358 1.3
Pets at Home Group Retail 355 1.3
OSB Group Financial Services 355 1.3
Speedy Hire Industrial Goods & Services 343 1.2
Alumasc Group Construction & Materials 337 1.2
Johnson Matthey Chemicals 321 1.1
Serica Energy Energy 318 1.1
9
Strategic Report (continued)
Portfolio Statement
at 30 April 2025 (continued)
Market
value % of
Stock Name Sector £’000 portfolio
Palace Capital Real Estate 317 1.1
Premier Miton Group Financial Services 300 1.1
Liontrust Asset Management Financial Services 296 1.1
Victrex Chemicals 291 1.0
FDM Group Industrial Goods & Services 281 1.0
RWS Industrial Goods & Services 268 1.0
Cavendish Financial Financial Services 267 1.0
Vesuvius Industrial Goods & Services 257 0.9
Gattaca Industrial Goods & Services 244 0.9
Topps Tiles Retail 234 0.8
Foresight Group Holdings Financial Services 222 0.8
RTC Group Industrial Goods & Services 215 0.8
DSW Capital Financial Services 198 0.7
Sancus Lending Group Financial Services 23 0.1
The Reval Collective Travel & Leisure 3 0.1
Total Portfolio 27,967 100.0
10
Investment Objective and Policy
Having provided a capital return sufficient to repay on 30 April 2025 the full final capital entitlement of the
Zero Dividend Preference shares issued by the wholly-owned subsidiary company, SDVP, and despite not
replacing these with a new issue of ZDPs, the investment objective of the Company is still to provide
Ordinary shareholders with a high income and the opportunity for capital growth.
The Company’s investment policy is that:
• The Company will invest in equities in order to achieve its investment objectives, which are to provide
both income and capital growth, predominantly through investment in mid and smaller capitalised
UK companies admitted to the Official List of the UK Listing Authority and traded on the London
Stock Exchange Main Market, traded on AIM, or traded on other qualifying UK marketplaces.
• The Company will not invest in preference shares, loan stock or notes, convertible securities or fixed
interest securities or any similar securities convertible into shares; nor will it invest in the securities of other
investment trusts or in unquoted companies. The Company may retain investments in companies which
cease to be listed after the initial investment was made, so long as the total is non-material in the context
of the overall portfolio; however, the Company may not increase its exposure to such investments.
Performance Analysis using Key Performance Indicators
At each quarterly Board meeting, the Directors consider a number of key performance indicators (‘KPIs’)
to assess the Group’s success in achieving its objectives, including the net asset value (‘NAV’), the dividend
per share and the total ongoing charges.
• The Group’s Consolidated Statement of Comprehensive Income is set out on page 58.
• A total dividend for the year to 30 April 2025 of 13.00p (2024: 12.60p) per Ordinary share has been
declared to shareholders by way of three payments totalling 9.75p per Ordinary share plus a planned
fourth interim dividend payment of 3.25p per Ordinary share.
• The NAV per Ordinary share at 30 April 2025 was 133.04p (2024: 155.59p).
• The ongoing charges (including investment management fees and other expenses but excluding
exceptional items) for the year ended 30 April 2025 were 2.79% (2024: 2.73%). The increase in the
annualised ongoing charges is primarily due to the decrease in NAV during the year. Going forward,
due to the redemption of the ZDP shares and the resultant reduction in chargeable gross assets, the
ongoing charge is expected to fall from 2.79% to 2.38%.
Principal Risks
The Directors confirm that they have carried out a robust annual assessment of the principal and emerging
risks facing the Company, including those that would threaten its objectives, business model, future
performance, solvency or liquidity. The Board regularly monitors the principal and emerging risks facing
the Company, the likelihood of any risk crystallising, the potential implications for the Company and its
performance, and any additional mitigation that might be introduced. The Board maintains and regularly
reviews a matrix of risks faced by the Company and the associated controls in place to mitigate those risks.
Emerging risks, such as the conflict in the Middle East, the ongoing conflict in Ukraine and the impact on
supply chains from disruption to shipping through the Suez Canal are actively discussed to ensure that any
such risks are adequately identified and ar
e mitigated, as far as is reasonably practicable. Any emerging
risks that are identified and which ar
e considered to be of significance to the Company will be recorded
within the risk matrix, together with any mitigants. The emerging risks referred to above are not deemed
11
Strategic Report (continued)
of sufficient significance to the Company to be added to the risk matrix; however, this is reviewed regularly.
Mitigation of risks is primarily sought and achieved in a number of ways as set out below:
Market risk
The Company is exposed to UK market risk due to fluctuations in the market prices of its investments.
The Investment Manager actively monitors economic performance of investee companies and reports
regularly to the Board on a formal and informal basis. The Board meets formally with the Investment
Manager on a quarterly basis when the portfolio transactions and performance are discussed and reviewed
to ensure that the Investment Manager is managing the portfolio within the scope of the investment policy.
The Company may hold a proportion of the portfolio in cash or cash equivalent investments from time to
time. Whilst during positive stock market movements the portfolio may forego potential gains as a result
of maintaining such liquidity, during negative market movements this may provide downside protection.
Discount volatility
The Board recognises that, as a closed-ended company, it is in the long-term interests of shareholders to
reduce discount volatility and believes that the prime driver of discounts over the longer term is
performance. The Board and its advisers continue to monitor the Company’s discount levels and shares
may be bought back in future should it be considered appropriate to do so by the Board, taking into
account the size of the Company and liquidity in the market in its shares.
Regulatory risk
A breach of Companies Act provisions or Financial Conduct Authority (‘FCA’) rules may result in the
Company being liable to fines or the suspension of the Company from listing and from trading on the
London Stock Exchange. Furthermore, the Company must comply with the requirements of section 1158
of the Corporation Tax Act 2010 to maintain its investment trust status. The Board, with its advisers,
monitors the Group’s regulatory obligations both on an ongoing basis and at quarterly Board meetings.
Financial risk
The financial position of the Group is reviewed via detailed management accounts at each Board meeting
and both financial position and controls are monitored by the Audit Committee.
A more detailed explanation of the financial risks facing the Gr
oup is given in note 21 to the financial
statements on pages 75 to 80.
Gearing
Up until 30 April 2025, the Company’s shares were geared by the ZDP shares. The Company’s Ordinary
shares were regarded as carrying above average risk since a positive NAV for the Company’s shareholders
was dependent upon the Company’s assets being sufficient to meet the r
edemption of ZDP shares.
Notwithstanding this, the Company had always had sufficient assets to achieve the final entitlement of the
ZDP shareholders as well as delivering an acceptable return to Ordinary shareholders. As a consequence
of the gearing, a decline in the value of the Company’s investment portfolio would have resulted in a greater
percentage decline in the NAV of the Ordinary shares and vice versa. The Investment Manager sought to
mitigate the gearing risk by maintaining a diverse portfolio of investments to reduce exposure to any single
source of risk.
Due to the repayment of the ZDPs in the year and the insufficient demand to replace these ZDPs, the
Investment Manager was required to sell assets to meet the ZDP repayment obligation. These sales took
place during a period of market turmoil, during initial US trade tariffs announcements, and as a result, losses
of circa £5 million were realised.
12
The ZDP shares issued by the Company’s subsidiary were redeemed on 30 April 2025. In anticipation of the
redemption of ZDP shares, the Company established a further subsidiary, SDV 2031 ZDP PLC, with the intention
of issuing replacement ZDP shares via that entity. At the time of the redemption, there was insufficient demand
to replace the ZDP shares with a further issue of ZDP shares via the new Subsidiary, 2031 ZDPCo. However,
2031 ZDPCo remains in existence with a fully paid up share capital of £50,000. As the Company was not able
to refinance, the Company’
s total assets have been materially reduced, however the Company still has net
assets of £34.0m as at 2 July 2025, across a diversified portfolio of small and midcap companies and the Boar
d
and Manager remain confident in both the Company’
s prospects and growth of its investment portfolio. As of
this date, the Company has no borrowings or gearing. The Company does not need to raise funds or re-finance
through either an issue of ZDPs or to take on bank debt to meet its stated three-year objectives but if an
attractive opportunity of the former presented itself, the Board would consider as appropriate.
Viability and Going Concern
The present portfolio is now ungeared, as explained above, and the Board and Investment Manager have
expressed confidence in its futur
e prospects. Whilst the risk to ordinary shareholders inherent in gearing has
been removed, the Board acknowledges that, due to the reduction in gross assets, either very severe
underperformance by the Investment Manager or a prolonged bear market both pose risks to the Company’s
viability. Neither are considered very likely on a three-year view. The reduction in gross assets as a result of the
unsuccessful attempt to refinance the Company means that the pr
evious level of dividend is unable to be
maintained. To partially offset this reduction in dividend, it is the Board’s intention to utilise the Company’s
substantial revenue reserve to maintain a dividend of 10p per annum (2.5p per quarter) for the next three
years, under normal circumstances.
Political risk
The Board recognises that changes in the political landscape may substantially affect the Company’s
prospects and the value of its portfolio companies. The Board and Investment Manager continue to monitor
any developments in respect of the war in Gaza, the impact of sanctions imposed on Russia as a result of
the war in Ukraine and potential tariffs imposed on US imports. The Company has no exposure to Israeli or
Russian stocks within its investment portfolio, hence there was no requirement to amend the Company’s
investment policy. Potential future changes to the UK’s trade policies and regulatory landscape, including
corporate taxation could impact the Company and its portfolio companies. The Board and Investment
Manager regularly monitor and assess the UK and wider geopolitical landscape and the management teams
of the underlying investment companies also have the ability to adapt their business models to adjust to
any material changes in the regulatory environment.
Loss of key personnel
The Board recognises the crucial part the Investment Manager plays in the success of the Company’s
performance and that the Company is substantially dependent on the services of the Investment Manager’s
investment team for the implementation of its investment policy. The departure of the Investment Manager
or a key individual at Chelverton Asset Management Limited (‘Chelverton’) may therefore affect the
Company’s performance.
As set out in the Investment Management Agreement, Chelverton is required to provide one or more
dedicated fund managers to the Company, who provides the Board with regular updates on developments
at Chelverton, such as succession planning and business continuity plans. Chelverton currently provides
two fund managers to the Company, therefore lowering the impact of the potential loss of key personnel.
13
Strategic Report (continued)
Operational risk
The Company relies on the performance of its third-party service providers. The preparation of the financial
statements and administration and maintenance of its records are delegated to its Administrator and
Company Secretary, Apex Fund Administration Services (UK) Limited. The custody of its assets has been
delegated to Northern Trust. The Board reviews the performance, risk control procedures and the terms
on which these third-party service providers provide services to the Company on a regular basis.
Cyber risk
The Board is cognisant that cyber threats continue to increase in frequency and sophistication, posing
potential risks to business operations, including financial losses, data br
eaches, and reputational damage. To
mitigate these risks, the Company engages experienced service providers that prioritise cyber security
through significant investment in their IT infrastructur
e. The Company’s key service providers regularly confirm
to the Board that robust business continuity plans and procedures are maintained to minimise the impact of
potential service disruptions. The Board remains committed to ongoing oversight in this critical area.
Section 172 Statement
The Directors are mindful of their duties to promote the success of the Company in accordance with Section
172 of the Companies Act 2006, for the benefit of the shar
eholders, giving careful consideration to wider
stakeholders’ interests and the environment in which the Company operates. The Board recognises that its
decisions are material, not only to the Company and its future performance, but also to the Company’s key
stakeholders, as identified below
. In making decisions, the Board considered the outcome from its
stakeholder engagement exercises as well as the need to act fairly as between the members of the Company.
Investors
The Company’s shareholders have a significant r
ole in monitoring and safeguarding the governance of the
Company and can exercise their voting rights to do so at general meetings of the Company. Shareholders
also benefit fr
om improving performance and returns.
All shareholders have access to the Board via the Company Secretary and the Investment Manager at key
company events, such as the Annual General Meeting, and throughout the year by contacting the Company
Secretary or the Chairman. These regular communications help the Board make informed decisions when
considering how to promote the success of the Company for the benefit of shar
eholders. Furthermore, the
Investment Manager prepares and publishes a monthly factsheet on their website.
This year’s Annual General Meeting is to be held on 10 September 2025 at the offices of Chelverton Asset
Management, Basildon House, 7 Moorgate, London EC2R 6EA. Shareholders are encouraged to attend and
vote at the Annual General Meeting or to vote by proxy and to appoint the Chairman as their proxy.
Shareholders are also encouraged to put forward any questions to the Company Secretary in advance of the
Annual General Meeting.
The Board received enhanced Investor Relations themed reporting from its broker, Shore Capital, during the
year, including quarterly shareholder analyses, to ensure continuing awareness of key shareholder groups.
Investment Manager
The Board recognises the critical role of the Investment Manager in delivering the Company’s future success.
The Investment Manager attends Board and Audit Committee meetings, to participate in transparent
discussions, where constructive challenge is encouraged. The Board and Investment Manager communicate
regularly outside of these meetings with the aim of maintaining an open relationship and momentum in the
14
Company’s performance and prospects. The Investment Manager’s performance is evaluated informally on a
regular basis, with a formal review carried out on an annual basis by the Board when performing the functions
of a management engagement committee. The Investment Management Agreement is reviewed as part of
this process as further discussed on page 28.
Key service providers
The Board relies on a number of advisors for support in the successful operation of the Company and in order
to meet its obligations. The Board therefore considers the Investment Manager, Company Secretary/
Administrator, Auditor, Broker, Registrar and Custodian to be stakeholders.
The Company employs a collaborative approach and looks to build long term partnerships with these key
service providers. They are required to report to the Board on a regular basis and their performance and the
terms on which they are engaged are evaluated and considered annually.
Portfolio companies
The Investment Manager regularly liaises with the management teams of companies within the Investment
Portfolio and reports on findings and the performance of investee companies to the Boar
d on at least a
quarterly basis.
Regulators
The Board regularly reviews the regulatory landscape and ensures compliance with rules and regulations
relevant to the Company via reporting at quarterly Board meetings from the Company Secretary.
Compliance with relevant rules and regulations is regularly formally assessed.
Community and environment
The Board believes that consideration of environmental, social and governance (‘ESG’) factors as part of
the investment process when pursuing the Company’s objectives is key. The Board therefore discusses this
with the Investment Manager on a regular basis.
Principal Decisions
The Board defines principal decisions as those that are material to the Company as well as those that are
significant to any of the Company’
s key stakeholders as identified. In making the principal decisions set out
below, the Board considered the outcome from its engagement with stakeholders as well as the need to
maintain a reputation for high standards of business conduct and the need to act fairly as between the
members of the Company.
Principal decision 1 – Dividend policy
In accordance with the Company’s dividend policy, for the year to 30 April 2025, the Board approved three
quarterly interim dividends of 3.25p per Ordinary share (totalling 9.75p), with a fourth interim dividend of
3.25p per Ordinary share having been approved, bringing the total to 13.00p for the year, an increase of
3.2% from the previous year.
As the Company is now ungeared, as of the Company’s year end on 30 April 2025 and post the repayment
of the final capital entitlement of the ZDP shares, the underlying income from the restructured portfolio will
lead to reduced dividend payments to ordinary shareholders. The Board decided to utilise the Company’s
significant r
evenue reserves to supplement the underlying income and, on 9 May 2025, announced its
intention to pay 2.5p per ordinary share on a quarterly basis being a total of 10.00p per ordinary share per
annum for the next three years ending 30 April 2028 (subject inter alia to market conditions at the time),
effective from the first interim dividend in r
espect of the year commencing 1 May 2025.
15
Strategic Report (continued)
Principal decision 2 – Mailing of interim report
The Board decided that, as of the Company’s financial year commencing 1 May 2025, interim r
eport and
accounts will be no longer be printed and sent to shareholders. Interim report and accounts will continue
to be published on the Company’s website.
Principal decision 3 – Halt Scheme of Reconstruction
Following the results of the rollover elections and proposed launch of the placing of new ZDP shares in
2031 ZDPCo, the Directors determined that there was not enough investor demand and decided not to
proceed with the Scheme of Reconstruction. The liquidation of SDVP commenced 28 April 2025.
Principal decision 4 – Continue the Company’s operations on an ungeared basis
After careful consideration and following a detailed assessment by the Investment Manager, the Board has
decided that the Company remains viable and should continue in existence as an ungeared investment
trust company. Whilst it would have been desirable to refinance the Company
, the absence of gearing
reduces risk for Ordinary shareholders as ZDP holders have a prior capital entitlement over the assets of
the Company.
Viability Statement
The Company repaid in full the commitments to shareholders of SDVP and did not replace the gearing
these ZDP shares provided with a new issue.
As the Company is now ungeared, post the repayment of the final capital entitlement of the 2025 ZDPs,
the underlying income from the restructured portfolio will lead to reduced dividend payments to ordinary
shareholders. However, the Company has significant r
evenue reserves (£2.88m as at 30 April 2025, the last
reported date), which can be used to supplement the underlying income.
Consequently, the Board has announced its intention to pay 2.5p per ordinary share on a quarterly basis
being a total of 10.00p per ordinary share per annum for the next three years ending 30 April 2028 (subject
inter alia to market conditions at the time), effective from the first interim dividend in r
espect of the year
to April 2026. The shares will therefore provide a yield of 7.0% (based on the closing share price as at
2 July 2025). This dividend target takes into account the Company's revenue reserves and assumes no
change in the underlying portfolio income.
The Board believes this represents a compelling combination of an attractive dividend yield and the
potential for capital upside from any recovery in the UK small and midcap market.
The reduction in gross assets, whilst reducing the size of the Company, does not affect the net asset
position, which remains broadly the same. The Company has operated as a geared, split-capital investment
trust since launch in 1999 but will now carry on its investment operations as an ungeared vehicle specializing
in small and mid-cap investments, as before. No change in approach to management is anticipated.
Whilst it is acknowledged that there remains a risk that severe underperformance by the Investment
Manager or a prolonged bear market pose risks to the Company’s viability due to the decreased asset size,
the Board considers such risks to be largely mitigated due to the absence of any gearing effect as provided
by an issue of ZDPs.
16
After careful consideration and a detailed assessment by the Investment Manager, the Board has decided
that the Company remains viable and should continue in existence. As explained elsewhere, the removal
of gearing reduces risk for Ordinary Shareholders and the reduction in chargeable gross assets leads to a
corresponding reduction in the ongoing charge, from 2.79% to 2.38%.
With this in mind, as the Company’s portfolio of mid and smaller companies is now ungeared and with an
optimistic outlook as to the prospects for income and capital growth from these asset classes presented
to the Board by the Investment Managers, the Directors remain of the view that three years is a realistic
and appropriate period over which to assess the viability of the Company. After careful analysis, taking
into account the potential impact of the current risks and uncertainties to which the Company is exposed,
the Directors confirm that in their opinion:
• it is appropriate to adopt the going concern basis for this Annual Report and Accounts; and
• the Company continues to be viable for a period of at least three years from the date of signing of
this Annual Report and Accounts. Three years is considered by the Board to be the maximum period
over which it is currently feasible to make a viability forecast based on known risks and macro-
economic trends.
The following facts, which have not materially changed in the last financial year
, support the Directors’ view:
•
the Company has a liquid investment portfolio invested predominantly in readily realisable smaller
capitalised UK-listed and AIM traded securities and has a small amount of short-term cash on
deposit; and
• revenue expenses of the Company are covered multiple times by investment income.
• The Company has over one year’s dividend held in reserves that will enable it to meet the stated
dividend projections over the next three years, under normal market conditions.
In order to maintain viability, the Company has a robust risk control framework for the identification and
mitigation of risk, which is reviewed regularly by the Board. The Directors also seek assurances from its
independent service providers, to whom all management and administrative functions are delegated, that
their operations are well managed and they are taking appropriate action to monitor and mitigate risk. The
Directors have a reasonable expectation that the Company will be able to continue in operation and meet
its liabilities as they fall due over the period of the assessment.
Other Statutory Information
Company status and business model
The Company was incorporated on 6 April 1999 and commenced trading on 12 May 1999. The Company
is a closed-ended investment trust with registered number 03749536. Its capital structure consists of
Ordinary shares of 25p each, which are listed and traded on the main market of the London Stock Exchange.
17
Strategic Report (continued)
The Group financial statements consolidate the audited annual report and financial statements of the
Company and its Subsidiaries for the year ended 30 April 2025. The Company owns 100% of the issued
ordinary share capital and voting rights of SDVP, which was incorporated on 25 October 2017 and 100% of
the share capital and voting rights of 2031 ZDPCo, which was incorporated on 22 January 2025. SDVP is
currently in liquidation following the redemption of the ZDP shares.
Further information on the capital structure of the Group can be found on page 83.
Alternative Investment Fund Manager (‘AIFM’)
The Board is compliant with the directive and the Company is registered as a Small Registered AIFM with
the FCA and all required returns have been completed and filed. Following the Board’s recent approval,
Chelverton will become the AIFM of the Company by the end of July 2025. This is subject to completion
of regulatory notifications to the FCA.
Employees, environmental, human rights and community issues
The Board recognises the requirement under Section 414C of the Companies Act to detail information
about employees, environmental, human rights and community issues, including information about any
policies it has in relation to these matters and the effectiveness of these policies. These requirements and
the requirements of the Modern Slavery Act 2015 do not directly apply to the Company as it has no
employees and no physical assets, all the Directors are non-executive and it has outsourced all its
management and administrative functions to third-party service providers. The Company has therefore not
reported further in respect of these provisions. However, in carrying out its activities and in relationships
with service providers, the Company aims to conduct itself responsibly, ethically and fairly at all times.
Environmental, Social, Governance (‘ESG’)
The Board and the Investment Manager are committed to delivering the long-term investment objectives
of the Company. This long-term lens involves careful consideration of systemic issues that can present
investing opportunities and challenges for investors, such as those relating to climate change and more
sustainable business practice.
Responsible investing and active stewardship lie at the heart of the investing approach and the Investment
Manager is signatory to the United Nations backed Principles of Responsible Investing (‘PRI’) and the revised
UK Stewardship Code 2020.
As signatory to these best-practice principles the Investment Manager systematically incorporates relevant
ESG issues within its investment analysis and decision making and adheres to policies and processes designed
to ensure the responsible allocation, management, and oversight of capital with the aim of protecting and
enhancing value for investors, leading to benefits for the economy
, the environment and society.
The Responsible Investing policies, plans, and risk controls that guide the Investment Manager’s investing
activities are detailed in a Responsible Investing Policies Pack, available to view on the Chelverton website
alongside an annual UK Stewardship Code Report and quarterly Engagement and Voting reports.
The Responsible Investing Policies Pack includes:
• an ESG Integration Policy detailing how E, S, and G issues are incorporated within the investment
process and how ESG risk is monitored and controlled.
• a Shareholder Engagement and Voting Policy detailing the principles that guide the Investment
Manager’s engagement and voting behaviour.
18
• an annual Engagement Plan, designed to ensure ESG issues are appropriately incorporated within
company engagements and detailing how the Investment Manager engages to support improvements
in company ESG management and reporting and the control of systemic risk.
The internal roles, governance structures, and resources that support the responsible investing and active
stewardship activities of the Investment Manager include:
• a Head of Responsible Investing who leads an ESG Team that work alongside the Investment Manager
supporting E, S, and G analysis and engagement and voting activities.
• a regular cycle of ESG meetings that input to Board oversight of ESG risk.
• proprietary ESG data collection and third-party ESG data services.
ESG in a UK small and mid-cap context
Small and medium-sized companies are neither immune from the impact of systemic risk, nor without a
significant r
ole to play in the delivery of required change. However, small and mid-sized companies are
typically poorly researched by external ESG ratings agencies and assessments show a recognised large-
cap bias. Consequently, the Investment Manager does not rely on external ESG ratings, considering these
for contextual purposes only. The Investment Manager prefers in-house analysis supported by proprietary
ESG data collection, considering this more appropriate for the small and mid-cap universe.
Corporate governance issues within investee companies
The Board relies on the Investment Manager to factor in consideration of corporate governance matters
when assessing existing and potential investments. The Investment Manager pays particular attention to
corporate governance, believing purpose driven companies, demonstrating strong and effective
governance and a healthy corporate culture, are best placed to succeed.
The Investment Manager has the support of the ESG Team in this assessment and access to information
and analysis gathered from proprietary ESG questionnaires.
The assessment is sensitive to company size, level of maturity, and specific cir
cumstances of each company.
The Investment Manager is supportive of the general principles expressed by the UK Corporate Governance
Code and Quoted Companies Alliance (‘QCA’) Code for small and medium sized companies and expects
companies to adhere to these standards or explain why they have not done so.
The Investment Manager considers the following, engaging to understand individual circumstances and to
influence change wher
e this is deemed to be of value.
• Board size and composition of investee companies
The Investment Manager considers the boards of small and medium-sized companies should not become
too large for cost and efficiency r
easons and that the Board should be well-balanced in terms of executive
and non-executive directors, with a majority of non-executive directors.
Non-executive directors are scrutinised for their independence and good historic behaviour.
The tenure of directors should ideally not exceed nine years. However, this is always considered within the
company context.
19
Strategic Report (continued)
The Investment Manager prefers non-executives to be on fewer rather than multiple boards whilst
acknowledging good non-executives are in short supply.
The Investment Manager looks for an appropriate mixture of abilities and knowledge on the Board and
considers the experience of an independent Chair to be particularly important.
Diversity and inclusion at board level is considered an indicator of an inclusive company culture and
important in relation to the quality of decision-making. Whilst encouraging boards to ensure their
composition is reflective of society
, the Investment Manager accepts this can take time to achieve. However,
the Investment Manager will engage to ensure board diversity is a consideration in the nomination process,
where appropriate.
• Remuneration
Executive remuneration proposals are reviewed annually using the company report and accounts and the
Investment Manager will engage with the Chair or Chair of the Remuneration Committee where proposals
do not meet the following broad criteria:
Remuneration should encourage long-term value creation and the alignment of management and
shareholder interests, including claw back mechanisms in the event of misconduct.
Basic pay awards above inflation should be justified by performance. Performance thr
esholds should be
challenging and linked to clear targets.
The Investment Manager favours the inclusion of material ESG management targets alongside financial
targets and believes that awards should be sensitive to the constraints on awards to the wider workforce
during periods of difficult trading.
Long term incentive schemes should be simple and share-based with minimum holding periods, and the
Investment Manager favours the inclusion of total shareholder return metrics in long term incentive schemes.
Shareholder dilution resulting from the issuance of options or new shares in remuneration packages should
not be excessive.
One-off recruitment awards to secure the right candidate should not become part of ongoing remuneration.
Executive pension contributions should progressively align with the pension contributions of the wider
workforce.
Environmental issues
The Board expects the Investment Manager to consider each company’s approach to the identification,
management and reporting of material environmental issues. To this end, the Investment Manager makes
targeted enquiries via ESG questionnaires and relies on the support of the ESG Team for additional insight
where appropriate.
The Investment Manager also undertakes a review of company policies, standards, and commitments in
relation to environmental responsibilities as appropriate.
20
In addition, the Investment Manager writes annually to committed holdings outlining expectations regarding
issues considered so pervasive that they have become the responsibility of all system participants to manage
regardless of materiality.
Climate
The Board accepts that limiting global warming to 1.5 degrees above pre-industrials, in line with the Paris
Agreement and national commitments to Net Zero, is a central consideration for a responsible investor.
The Board encourages the Investment Manager to employ shareholder influence to ensur
e all investee
companies are working towards the adoption of a net zero strategy.
Biodiversity
The Board is mindful of the depletion in the natural capital upon which we all depend and the urgency to
reverse biodiversity loss and encourages the Investment Manager to engage with investee companies to
ensure focus on natural resource efficiency
, the control of negative impacts, and the adoption of policies
and practices that can support nature restoration.
Social issues
As part of the investment process the Investment Manager considers each company’s approach to the
identification, management and r
eporting of material social issues, asking targeted questions via ESG
questionnaires and relying on the support of the ESG Team for additional insight where appropriate.
A review of company policies, standards, and commitments in relation to social issues is undertaken as
relevant.
Human rights
The Board relies on the Investment Manager to adopt procedures to understand each company’s focus on
the effective management of human rights issues, including within supply chains. Questions are asked via
an ESG questionnaire and a review of company policies, standards, and commitments in relation to human
rights is undertaken with the support of the ESG Team where appropriate.
Human capital
Competition for talent across many sectors of the economy is fierce and the employment expectations and
training and support needs of the workforce have rapidly evolved in recent years. A company’s focus on
recruitment, employee satisfaction, and retention are viewed by both the Board and the Investment
Manager to be central ingredients of company success.
Questions are asked via an ESG questionnaire and a review of company policies, standards, and
commitments in relation to human capital management is undertaken with the support of the ESG Team
where appropriate.
In addition, the Board expects the Investment Manager to use its influence as a shareholder to ensure that
all investee companies are focused on improving diversity, equity and inclusion within leadership and the
wider workforce.
Anti-bribery
The Company’s Investment Manager has confirmed that anti-bribery policies and anti-corruption policies
are in place and they do not tolerate bribery or corruption. The policies are considered as part of their risk
assessment on an annual basis.
21
Strategic Report (continued)
Health and safety
As a part of understanding company culture and a company’s focus on human capital, company policies
are reviewed by the Investment Manager. This includes reviews of performance statistics, where relevant,
relating to occupational Health and Safety, in addition to making enquiries via an ESG questionnaire and
reviewing the approach with the support of the ESG Team.
Engagement
Engagement lies at the heart of the Investment Manager’s approach to managing ESG risk and significant
time and resources are devoted to company engagement.
The Investment Manager fosters constructive relationships with the executive and non-executive
management teams of investee companies, and increasingly with sustainability and other professionals such
as investor relations, seeking purposeful dialogue on ESG issues.
Engagement activity is reported on an annual basis in the Investment Managers UK Stewardship Code
Report and is guided by the Chelverton Shareholder Engagement and Voting Policy.
The Board considers the Investment Manager’s skill and expertise when engaging with companies to be value
enhancing. The Investment Manager follows a structured approach, relying on the support of the ESG Team
to ensure the appropriate inclusion of ESG issues and progress in relation to active engagement objectives.
The Investment Manager writes to all committed holdings on an annual basis outlining ESG management
and reporting expectations and asking for focus on issues, such as climate change, diversity and inclusion,
ESG targets within executive remuneration packages, and more recently natural resource usage and nature
restoration.
Collaborative engagement aims to support the needs of small and mid-sized companies within the financial
system and promote their participation in more sustainable business practice, and the Investment Manager
targets collaborative engagements that address the market-wide and systemic risks identified thr
ough the
investment process as important.
The desired outcome of active engagement is to reduce investment risk and enhance the prospects of
investee companies through dialogue and support. However, the Investment Manager may look to sell
holdings where the investment case is considered at risk for any reason, including due to inadequate
management focus on material ESG risk.
Proxy voting
The Board and Investment Manager consider voting an important shareholder right. Consequently, the
Investment Manager seeks to vote every eligible vote in line with the principles laid out in the Chelverton
Asset Management Shareholder Engagement and Voting Policy and active engagement objectives laid out
in the annual Engagement Plan. However, in principle, having satisfied itself regarding the integrity of the
investment case, the Investment Manager is likely to be supportive of company management.
The Investment Manager does not rely on the services of a third-party proxy voting advisor, believing in-
house governance analysis by the ESG Team’s Corporate Governance Manager, considered alongside the
contextual knowledge of the Investment Manager, is more pertinent for small and mid-sized companies.
Voting behaviour, including the rationale for any vote that is not supportive of a management resolution,
is reported on a quarterly basis on the Chelverton website and summarised annually in the UK Stewardship
Code Report.
22
Data science and third-party data resources
The Chelverton ESG Team has built a proprietary ESG database using company ESG questionnaire
responses supplemented by desk-based research. The Investment Manager also maintains a shared
Corporate Engagement Log recording relevant company engagements and progress in relation to
engagement objectives.
The Investment Manager has access to several external ESG data services that provide contextual insight
in relation to ESG risk factors, including Integrum, Bloomberg (which includes summary ESG ratings from
Sustainalytics and ISS), signatory Carbon Disclosure Project data (‘CDP’) relating to climate, water and
deforestation, and Absolute Strategy Research (‘ASR’) macro ESG research.
Screening
The Investment Manager does not currently set limits or apply exclusion or inclusion criteria in relation to
sustainability objectives, except where required by law or in relation to banned activities under international
conventions.
However, the Investment Manager’s investment focus on quality characteristics will tend to exclude
companies assessed as managing ESG risks badly and/or without a credible strategy. For example, if a
company operating in a high ESG risk sector is identified as managing ESG risk poorly
, the company will
tend to be excluded from consideration by the Investment Manager’s selection criteria, as laid out in the
Investment Manager’s ESG Integration Policy.
Anti-greenwashing rule
The FCA’s anti-greenwashing rule is designed to ensure sustainability-related claims are fair, clear and not
misleading. The Investment Manager does not currently manage any funds pursuing sustainability
objectives. However, as a responsible investor it follows a structured approach to ESG Integration and
Stewardship to ensure relevant ESG issues are considered alongside financial factors with the aim of
protecting and enhancing investment value for clients.
Global greenhouse gas emissions
The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility
for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013.
Streamlined energy and carbon reporting
The Company is categorised as a lower energy user under the HMRC Environmental Reporting Guidelines
March 2019 and is therefore not required to make the detailed disclosures of energy and carbon information
set out within the guidelines. The Company has therefore not reported further in respect of these guidelines.
Culture and values
The Company’s values are to act responsibly, ethically and fairly at all times. The Company’s culture is driven
by its values and is focused on providing Ordinary shareholders with a high income and opportunity for
capital growth. As the Company has no employees, its culture is represented by the values, conduct and
performance of the Board, the Investment Manager and its key service providers, all of whom work
collaboratively to support delivery of the Company’s strategy.
Current and future developments
A review of the main features of the year and the outlook for the Company is contained in the Chairman’s
Statement on pages 2 to 3 and the Investment Manager’s Report on pages 4 to 6.
23
Strategic Report (continued)
Dividends declared/paid
30 April 2025 30 April 2024
Payment date pence pence
First interim 15 November 2024 3.25 3.15
Second interim 10 January 2025 3.25 3.15
Third interim 17 April 2025 3.25 3.15
Fourth interim 11 July 2025 3.25 3.15
13.00 12.60
The Directors do not declare a final dividend.
Ten year dividend history
2025 2024 2023 2022 2021 2020 2019 2018 2017 2016
pence pence pence pence pence pence pence pence pence pence
1st Quarter 3.25 3.15 2.94 2.75 2.50 2.40 2.19 2.02 1.85 1.70
2nd Quarter 3.25 3.15 2.94 2.75 2.50 2.40 2.19 2.02 1.85 1.70
3rd Quarter 3.25 3.15 2.94 2.75 2.50 2.40 2.19 2.02 1.85 1.70
9.75 9.45 8.83 8.25 7.50 7.20 6.57 6.06 5.55 5.10
4th Quarter 3.25 3.15 2.94 2.75 2.50 2.40 2.40 2.40 2.40 2.40
13.00 12.60 11.77 11.00 10.00 9.60 8.97 8.46 7.95 7.50
% increase of core
dividend 3.2 7.05 7.00 10.00 4.17 7.02 6.03 6.47 6.00 5.26
Special dividend – – – – 0.272 – 2.50 0.66 1.86 1.60
Total dividend 13.00 12.60 11.77 11.00 10.272 9.60 11.47 9.12 9.81 9.10
The Strategic Report is signed on behalf of the Board by
Howard Myles
Chairman
10 July 2025
24
25
SECTION 2
Directors
Howard Myles*
+
was a partner in Ernst & Young from 2001 to 2007 and was responsible for the Investment
Funds Corporate Advisory Team. He was previously with UBS Warburg from 1987 to 2001. Mr Myles began
his career in stockbroking in 1971 as an equity salesman and in 1975 joined Touche Ross & Co, where he
qualified as a charter
ed accountant. In 1978 he joined W Greenwell & Co in the corporate broking team
and in 1987 moved to SG Warburg Securities, where he was involved in a wide range of commercial and
industrial transactions in addition to leading Warburg’s corporate finance function for investment funds.
Mr Myles was appointed to the Board in 2011 and became Chairman on 8 September 2022. On that date
he stepped down from the chair of the Audit Committee but remains a member thereof.
Andrew Watkins*
+
has a wealth of experience in the financial services industry working in senior positions
at Kleinwort Benson, Flemings, Jupiter and most recently as Head of Client Relations, Sales & Marketing for
Investment Trusts at Invesco Perpetual, retiring in 2017. He is currently a non-executive Director and
Chairman of Ashoka India Equity Investment Trust plc and CT UK High Income Trust plc, and a non-executive
Director of BG European Growth Trust plc and Consistent Unit Trust Management Limited. He is a member
of the Chartered Institute for Securities and Investment.
Mr Watkins was appointed to the Board on 6 September 2018. He became Chairman of the Audit
Committee on 8 September 2022.
Denise Hadgill*
+
has spent 35 years in the investment industry, first in the Eurobond market at SGST and
then in the equity oil sector at Smith New Court. She moved into fund management at Schroders where she
was a UK Equity Fund Manager and Director responsible for the firm’
s relationship with UK pension funds
and charity clients with multi asset portfolios. Denise went on to be a Managing Director and Head of the
UK Product Strategy group at BlackRock where she was responsible for delivering the firm’
s investment
message and economic outlook to an extensive range of UK clients. Denise is a non-executive director of
Smithson Investment Trust plc as well as the mutual society, Pharmaceutical and General Provident Society
Limited.
Ms Hadgill was appointed to the Board on 1 May 2022.
* Independent
+
Audit Committee member
26
Investment Manager, Company Secretary, Custodian
and Registrar
Investment Manager: Chelverton Asset Management Limited (‘Chelverton’)
Chelverton was formed in 1998 by David Horner, who has considerable experience of analysing investments
and working with smaller companies. Chelverton is predominantly owned by its employees.
Chelverton is a specialist fund manager focused on UK mid and small companies and has a successful track
record. At 31 May 2025, Chelverton had total funds under management of approximately £1.3 billion,
including two investment companies and four OEICs. The Income Fund Management Team comprises David
Horner, Oliver Knott, David Taylor and Phoebe Baker.
Chelverton is authorised and regulated by the Financial Conduct Authority (‘FCA’).
Administrator and Company Secretary: Apex Fund Administration Services (UK) Limited
Apex Fund Administration Services (UK) Limited (‘Apex’) provides company secretarial and administrative
services for the Group. The Apex group provides administration and regulatory oversight solutions for a
wide range of investment companies.
Custodian: Northern Trust
Northern Trust provides custodian services to the Company. With a presence in the United Kingdom since
1969, Northern Trust offers a wide range of administration services and solutions, including custody services.
Registrar: Share Registrars Limited
Share Registrars Limited is a CREST registrar established in 2004 and provides share registration services
to over 200 client companies.
27
Directors’ Report
The Directors present their Annual Report and financial statements for the Group and the Company for
the year ended 30 April 2025.
Directors
The Directors who served during the year ended 30 April 2025 are listed on page 26. None of the Directors
nor any persons connected with them had a material interest in any of the Company’s transactions,
arrangements or agreements during the year. None of the Directors has or has had any interest in any
transaction which is or was unusual in its nature or conditions or significant to the business of the Company
,
and which was effected by the Company during the current financial year
. There have been no loans or
guarantees from the Company or its subsidiary undertakings, to any Director at any time during the year
or thereafter.
Corporate governance
A formal statement on corporate governance and the Company’s compliance with the UK Corporate
Governance Code and the AIC Code of Corporate Governance can be found on pages 33 to 40.
Management agreements
The Company’s investments are managed by Chelverton under an updated agreement (‘the Investment
Management Agreement’) dated 13 March 2025. A periodic fee is payable quarterly in arrears at an annual
rate of 1% of the value of the gross assets under management of the Company.
The Investment Management Agreement may be terminated by 12 months’ written notice. There are no
additional arrangements in place for compensation beyond the notice period.
Under another agreement (‘the Administration Agreement’) dated 1 January 2016, company secretarial
services and the general administration of the Group are undertaken by Apex. Their fee is subject to review
at intervals of not less than three years. The Administration Agreement may be terminated by six months’
written notice.
It is the Directors’ opinion that the continuing appointment of the Investment Manager and the
Administrator/Company Secretary on the terms agreed is in the best interests of the Group and its
shareholders. The Directors are confident that Chelverton has the r
equired skill and expertise to continue
to manage the Group’s assets, and continues to be satisfied with the services pr
ovided by Apex.
Dividends
Details of the dividends declared and paid by the Board are set out in the Strategic Report on page 1 and
page 24.
Directors’ indemnification and insurance
The Company’s Articles of Association provide that, insofar as permitted by law, every Director shall be
indemnified by the Company against all costs, char
ges, expenses, losses or liabilities incurred in the
execution and discharge of the Directors’ duties, powers or office. The Company has arranged appr
opriate
insurance cover in respect of legal action against its Directors. This cover was in place during the year,
having been reviewed and renewed, and also to the date of signing this report.
28
Block listing facility
In order to satisfy investor demand for the Company’s shares, which could not be met through the secondary
market, on 6 April 2023 the Company applied to the Financial Conduct Authority for a block listing facility
of 2,750,000 Ordinary shares to be admitted to the Official List and to trading on the London Stock
Exchange with new shares to rank pari passu with the existing Ordinary shares of the Company.
The Company issued an additional 905,000 shares during the year to 30 April 2025 at a premium to NAV.
No further shares have been issued since 30 April 2025.
Substantial shareholdings
The Directors have been informed of the following notifiable interests in the voting shares of the Company
at 30 April 2025:
Number of % of
Ordinary shares shares voting rights
IntegraFin Holdings plc 2,155,638 10.00%
Philip J Milton & Company Plc 1,051,833 5.04%
Integrated Financial Arrangements Limited 801,748 4.05%
On 7 May 2025, IntegraFin Holdings plc notified the Company that its holdings in the Company had
increased to 2,249,609 shares, 10.02% of voting rights. The Company has not been notified of any other
changes to the above holdings between 30 April 2025 and the date of this report.
Unquoted Investments
One of the Company’s stocks, Chamberlin PLC, was delisted on 21 June 2024. As a result, the value of the
stock was written down to nil.
Special business at the Annual General Meeting
The Company’s AGM will be held at 11.00 am on Wednesday, 10 September 2025. The Notice of Meeting
is set out on pages 87 to 90.
In addition to the ordinary business of the meeting, there are items of special business, as follows:
Authority to issue shares and disapply pre-emption rights
A Special Resolution was passed at the last AGM held on 11 October 2024 giving the Directors authority,
pursuant to Section 551 of the Companies Act 2006, to allot Ordinary shares up to an aggregate nominal
value equal to £807,937 (which represented 15% of the issued share capital of the Company as at 2 July
2025). This authority expires at the conclusion of the next AGM. The Directors are accordingly seeking
authorisation, pursuant to Section 551 of the Companies Act 2006, to allot up to an aggregate nominal
value equal to £841,875, being 15% of the Ordinary shares in issue at the date of this report, as set out in
Resolution 8 in the Notice of Meeting. This authority will expire at the AGM to be held in 2026 or 15 months
from the passing of the Resolution, whichever is earlier.
A Special Resolution was also passed on 11 October 2024 giving the Directors power to issue Ordinary
shares for cash notwithstanding the pre-emption provisions of the Companies Act 2006 and permitting the
Directors to issue shares without being required to offer them to existing shareholders in proportion to
their current holdings. This power expires at the conclusion of the next AGM and the Directors are
accordingly seeking its renewal, pursuant to Sections 570 and 573 of the Companies Act 2006, to enable
the Directors to issue up to 10% of the issued Ordinary share capital, representing 2,245,000 Ordinary
shares at the date of this report, as set out in the Notice of Meeting as Resolution 9.
29
Directors’ Report (continued)
This authority will also cover the sale of shares held in Treasury, and will expire at the AGM to be held in
2026 or 15 months from the passing of the Resolution, whichever is earlier. The authority to issue shares
will only be used when it would be in the interests of shareholders as a whole. The Directors do not currently
intend to issue or sell shares from Treasury other than above the prevailing NAV.
Purchase of own shares
At the AGM held on 11 October 2024 the Directors were granted the authority to buy back in the market
up to 14.99% of the Company’s Ordinary shares in circulation at that date for cancellation or placing into
Treasury. No shares have been purchased under this authority, which remains in force. Resolution 10 as set
out in the Notice of Meeting will renew this authority for up to 14.99% of the current issued Ordinary share
capital in circulation, which represents 3,365,255 Ordinary shares at the date of this report. The Directors
do not intend to use the authority to purchase the Company’s shares unless to do so would result in an
increase in the net asset value per share for the remaining shareholders and would generally be in the
interests of all shareholders. The authority, if given, will lapse at the AGM to be held in 2026 or 15 months
from the passing of this Resolution, whichever is earlier.
Purchases will be made on the open market. The price paid for Ordinary shares will not be less than 25p
and not more than the higher of (i) 5% above the average of the middle market quotations (as derived from
the Daily Official List of the London Stock Exchange) of the Or
dinary shares for the five business days
immediately preceding the date on which the Ordinary share is purchased, and (ii) the higher of the price
of the last independent trade and the current highest independent bid on the London Stock Exchange.
Shares may be cancelled or placed in Treasury.
Notice period for general meetings
Resolution 11 is a Special Resolution that will give the Directors the ability to convene general meetings,
other than Annual General Meetings, on a minimum of 14 clear days’ notice. The minimum notice period
for annual general meetings will remain at 21 clear days. The approval will be effective until the Company’s
Annual General Meeting to be held in 2026, at which it is intended that renewal will be sought. The
Company will have to offer facilities for all shareholders to vote by electronic means for any general meeting
convened on 14 days’ notice. The Directors will only call a general meeting on 14 days’ notice where they
consider it to be in the interests of shareholders to do so and the relevant matter is required to be dealt
with expediently.
Recommendation
The Board considers that the Resolutions to be proposed at the AGM are in the best interests of
shareholders as a whole and the Company and, accordingly, recommends that shareholders vote in favour
of each Resolution, as the Directors intend to do in respect of their own beneficial shar
eholdings
representing approximately 0.1% of the issued share capital.
30
Company information
The following information is disclosed in accordance with the Companies Act 2006:
• The Group’s capital structure and voting rights are summarised on page 83.
• Details of the substantial shareholders in the Company are listed on page 29.
• The Articles of Association can be amended by the passing of a Special Resolution of the members
in a General Meeting.
• Amendment of the Articles of Association and the granting of powers to issue or buy back the
Company’s shares require the relevant Resolutions to be passed by shareholders. The Board’s current
powers to issue or buy back shares and proposals for their renewal are detailed on pages 29 and 30.
• There are no restrictions concerning the transfer of securities in the Company; no restrictions on voting
rights; no special rights with regard to control attached to securities; no agreements between holders
of securities regarding their transfer known to the Company; and no agreements which the Company
is party to that might affect its control following a successful takeover bid.
• Consideration of potential future developments is detailed in the Chairman’s Statement on pages 2
and 3, the Investment Manager’s Report on pages 4 to 6 and the Strategic Report on page 23.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance
and position, are described in the Chairman’s Statement on pages 2 and 3 and in the Investment Manager’s
Report on pages 4 to 6. The financial position of the Gr
oup, its cash flows, liquidity position and borrowing
facilities are described in the financial statements. In addition, note 21 on pages 75 to 80 to the financial
statements sets out the Group’s objectives, policies and processes for managing its capital; its financial risk
management objectives; details of its financial instruments; and its exposur
e to credit risk and liquidity risk.
The Audit Committee has conducted stress testing of the balance sheet and future dividend streams in
different scenarios to support the opinion regarding financial position and outlook. As announced on
9 May, the board intends to pay 2.5p per share on a quarterly basis for the next three years.
The Company repaid in full its obligation to its subsidiary, SDV 2025 ZDP PLC, on 30 April 2025, and at
present has no gearing. As referred to on page 13, the company is actively considering alternative financing
options. As noted throughout this report, whilst the assets of the Company were reduced by the repayment
of the ZDP shares, the Board does not consider that the going concern status of the Company has been
compromised as a result.
The investment trust sector faced a number of challenges throughout the year, including but not limited
to; widening discounts to NAV which reflected market sentiment and a lack of demand; thr
eats from activist
investors, particularly Saba Capital; geopolitical tensions; trade disruptions and, particularly relevant for
this Company, a reduction in positive market sentiment for trusts specialising in smaller companies, as
touched on throughout this report.
Furthermore, as explained above, the Company was required to fund the redemption of the 2025 ZDP
shares. In order to meet this obligation, the Investment Manager was required to realise certain portfolio
holdings ahead of the 30 April repayment date in market conditions that were not conducive to optimal
pricing. This reduced the Company’s gross assets.
31
Directors’ Report (continued)
The Directors have determined that there is continuing uncertainty as to the prospects for and timing of a
full recovery from the economic effects of the wars in Gaza and Ukraine, together with additional global
trade uncertainty caused by the potential tariffs imposed on US imports. It is likely that different sectors of
the domestic economy, and countries globally, will recover at different speeds and trajectories. The Group
continues to benefit fr
om adequate financial resources however and, as a consequence, having assessed
the principal risks facing the Company and the other matters set out in the Viability Statement, the Directors
believe that the Group is well placed to manage its business risks successfully and that it is appropriate to
adopt the going concern basis in the preparation of these financial statements.
Climate Disclosures
Statements regarding the Company’s climate related activities and Board policies where applicable can be
found in the Strategic Report on page 20.
Auditor
The Auditor, Johnston Carmichael LLP, has indicated its willingness to continue in office and Resolutions 6
and 7 proposing its appointment and authorising the Directors to determine its remuneration for the ensuing
year will be submitted for approval at the AGM.
The Directors who were in office on the date of appr
oval of these financial statements have confirmed, as
far as they are each aware, that there is no relevant audit information of which the Auditor is unaware. Each
of the Directors has confirmed that they have taken all the steps that they ought to have taken as Dir
ectors
in order to make themselves aware of any relevant audit information and to establish that it has been
communicated to the Auditor.
On behalf of the Board
Howard Myles
Chairman
10 July 2025
32
Statement on Corporate Governance
The Company is committed to maintaining high standards of corporate governance and the Directors are
accountable to shareholders for the governance of the Group’s affairs.
Statement of compliance with the UK Corporate Governance Code 2018 (‘the Governance Code’)
The Directors have reviewed the detailed principles outlined in the Governance Code and confirm that, to
the extent that they are relevant to the Company’s business, they have complied with the provisions of the
Governance Code throughout the year ended 30 April 2025 except as explained in this section as being
non-compliant and that the Company’s current practice is, in all material respects, consistent with the
principles of the Governance Code. The Governance Code was updated in January 2024. The 2024
Governance Code will apply to the Company from 1 May 2025.
The Board also confirms that, to the best of its knowledge and understanding, pr
ocedures were in place to
meet the requirements of the Governance Code relating to internal controls throughout the year under
review. This statement describes how the principles of the Governance Code have been applied in the
affairs of the Company.
As an investment trust, the Company has also taken into account the Code of Corporate Governance 2019
produced by the Association of Investment Companies (‘the AIC Code’), which is intended as a framework
of best practice specifically for AIC member companies. The AIC Code has been updated and the 2024
AIC Code will apply to the Company from 1 May 2025.
The AIC Code addresses all the principles set out in the Governance Code, and there are some areas where
the AIC Code is more flexible than the Governance Code. The Boar
d has taken steps to adhere to its
principles for investment companies and follow the recommendations in the AIC Code where it believes
they are appropriate.
A copy of the AIC Code and the AIC Guide can be obtained via the AIC website, www.theaic.co.uk, and a
copy of the Governance Code can be obtained at www.frc.org.uk.
The Company has complied with the recommendations of the AIC Code and the relevant provisions of the
Governance Code except as set out below:
• owing to the size of the Board, it is felt inappropriate to appoint a senior independent non-executive
Director as further detailed on page 36.
• as the Group has no staff, other than Directors, there are no procedures in place in relation to raising
concerns anonymously and in confidence. The Boar
d has satisfied itself there are appropriate
procedures in place for the workforce to raise concerns at its service providers.
• the Board has not established a remuneration committee as the function of this is performed by the
Board.
• the Board has not established a nomination committee as the function of this is also performed by
the Board.
• the Board met four times and the Audit Committee met twice during the financial year to 30 April
2025. All directors attended all meetings.
• Mr Myles has served on the Board for over nine years. As detailed on page 34, it is the Board’s firm
view, however, that length of service does not in itself compromise a Director’s ability to act
independently. The Board considers Mr Myles to be independent, but his role and contribution will
be subject to regular review, in accordance with the Code. He will, along with the other Directors,
stand for re-election at the AGM each year.
33
Statement on Corporate Governance (continued)
Board responsibilities and relationship with Investment Manager
The Board is responsible for the investment policy and strategic and operational decisions of the Group and
for ensuring that the Group is run in accordance with all regulatory and statutory requirements. These procedures
have been formalised in a schedule of matters reserved for decision by the Board. These matters include:
• the maintenance of clear investment objectives and risk management policies, changes to which
require Board approval;
• the monitoring of the business activities of the Group, including investment performance and annual
budgeting; and
• review of matters delegated to the Investment Manager, Administrator, Custodian or Secretary.
The Group’s day-to-day functions have been delegated to a number of service providers, each engaged
under separate legal agreements. At each Board meeting the Directors follow a formal agenda prepared
and circulated in advance of the meeting by the Company Secretary to review the Group’s investments
and all other important issues, such as asset allocation, gearing policy, corporate strategic issues, cash
management, peer group performance, marketing and shareholder relations, investment outlook and
revenue forecasts, to ensure that control is maintained over the Group’s affairs. The Board regularly
considers its overall strategy and also conducts one-off and more focused reviews of all matters within its
remit, and the focus during the financial year was on monitoring the continued ef
fective working of the
Investment Manager and third party advisers together with modelling changes to the Company’s dividend
income streams as discussed throughout this Strategic Report.
The management of the Group’s assets is delegated to Chelverton. At each Board meeting, one or more
representatives of Chelverton are in attendance to present verbal and written reports covering its activity,
portfolio composition and investment performance over the preceding period. Ongoing communication
with the Board is maintained between formal meetings. The Investment Manager ensures that Directors
have timely access to all relevant management and financial information to enable informed decisions to
be made and contacts the Board as required for specific guidance. The Company Secr
etary and Investment
Manager prepare briefing notes for Boar
d consideration on matters of relevance, for example changes to
the Group’s economic and financial envir
onment, statutory and regulatory changes and corporate
governance best practice.
Board membership
At the year end the Board consisted of three Directors, all of whom are non-executive. The Group has no
employees. The Board seeks to ensure that it has the appropriate balance of skills, experience and length
of service amongst its members. The Board’s policy on tenure is that Directors can stand for more than
nine years. The Board considers that length of service does not necessarily compromise the independence
or contribution of directors of investment trust companies where experience and continuity can be a
significant str
ength. The Directors possess a wide range of business and financial expertise relevant to the
direction of the Group and Company and consider that they commit sufficient time to the Gr
oup and
Company’s affairs. On appointment to the Board, Directors are fully briefed as to their responsibilities by
the Chairman, the Investment Manager and the Company Secretary. Brief biographical details of the
Directors are set out on page 26.
The Directors meet at regular Board meetings, held at least four times a year, and additional meetings and
telephone meetings are arranged as necessary. During the year to 30 April 2025 the Board and its
Committees met four times and all Directors were present at all formal Board meetings, and those specific
purpose Committee meetings.
34
Board effectiveness
The Board, acting as the Nomination Committee, conducts a formal annual review of the size, composition
and balance of the Board and the performance of the Board, its Committees and the Directors facilitated
by feedback provided by each Director. The Chairman provides a summary of the findings which ar
e
discussed at the meeting and an action plan is agreed if required. During the year, no issues were identified
requiring an action plan. The performance of the Chairman of the Board is evaluated by the other Directors.
The Board is satisfied fr
om the results of the evaluation completed this year that the Board, its Committees
and Directors function effectively, collectively and individually, and that the Board contains an appropriate
balance of skills and experience to manage the Company.
Board diversity – gender and ethnic background
In accordance with UK Listing Rule 6.6.6 (9) and (11), the Company is required to include a statement in
the Annual Report setting out whether it has met the following targets on board diversity (the reference
date for the statement is 30 April 2025, the Company’s year end):
1. at least 40% of individuals on the board are women;
2. at least one of the senior board positions is held by a woman; and
3. at least one individual on its board is from a minority ethnic background.
The following table sets out the relevant information in accordance with the requirements of Listing Rule 9
Annex 2.
(a) Table for reporting on gender identity or sex:
Number of Percentage of Number of
board members the board senior positions
on the board
Men 2 66.66% 2
Women 1 33.33% –
Not specified/pr
efer not to say – – –
(b) Table for reporting on ethnic background:
Number of Percentage of Number of
board members the board senior positions
on the board
White British or other White (including
minority-white groups) 3 100% 2
Mixed/Multiple Ethnic Groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black British – – –
Other ethnic group, including Arab – – –
Not specified/pr
efer not to say – – –
The Company has not met the UK Listing Rules targets on diversity; however, the Directors are satisfied
that the Board currently contains members with an appropriate breadth of skills and experience and
considers succession planning on at least an annual basis. The key criteria for the appointment of new
Directors will be the skills and experience of candidates having regard also to the benefits of diversity in
the interests of shareholder value. In relation to any further future appointments the Board will seek to
consider a wide range of candidates with due regard to diversity.
35
Statement on Corporate Governance (continued)
The UK Listing Rules only recognise the roles of chair, chief executive, senior independent director and
chief financial officer as senior boar
d positions. As an externally managed investment company with no
executive management, the Board considers that, apart from the position of Chair, these are not relevant
to the Company. The Board does, however, consider the Chair of the Audit Committee to be a senior board
position and the above disclosure is made on that basis.
The UK Listing Rules require disclosure of an explanation of the Company’s approach to collecting the data
used for the purposes of making the disclosures. The data was collected in consultation with the Directors.
Chairman
The Chairman, Howard Myles, is independent. He has shown himself to have sufficient time to commit to
the Group’s affairs. The Company does not have a chief executive officer
, as it has no executive directors.
The Chairman has no relationships that may create a conflict of inter
est between the Chairman’s interest
and those of the shareholders. The Chairman does not sit on the Board of any other investment company
managed by Chelverton.
Directors’ independence
In accordance with the UK Listing Rules for investment entities, the Board has reviewed the status of its
individual Directors and the Board as a whole.
The Governance Code requires that this report should identify each non-executive Director the Board
considers to be independent in character and judgement and whether there are relationships or
circumstances which are likely to affect, or could appear to affect, the Director’s judgement, stating its
reasons if it determines that a Director is independent notwithstanding the existence of relationships or
circumstances which may appear relevant to its determination.
Mr Watkins and Ms Hadgill are deemed to be independent of the Investment Manager. Despite being on
the Board for over nine years, the Board believes Mr Myles is also independent. All Directors continue to
perform their roles effectively.
Under the Articles of Association, one-third of the Directors are required to retire by rotation at each AGM
and no Director shall serve a term of more than three years before re-election. However, in line with
prevailing corporate governance best practice, all Directors retire and offer themselves for annual re-
election. The Board has therefore reviewed the appointment of all Directors and recommends that
shareholders vote for their re-election at this year’s AGM.
The Board believes that although the Chairman has served as a Director for more than the recommended
nine years, the Board continues to benefit fr
om his individual expertise, his contributions to the Board
remain effective, that he demonstrates commitment to his role as a non-executive Director of the Company
and has actively contributed throughout the year.
Senior Independent Director
No separate Senior Independent Director has been appointed to the Board as, in the view of the Directors,
it is inappropriate to do so given the size and composition of the Board. The Chairman’s performance is
evaluated annually by the Board when carrying out the functions performed by a nomination committee as
detailed on page 36. All the Directors make themselves available to shareholders at general meetings of
the Company. The Directors can be contacted at other times via the Company Secretary.
36
Audit Committee
The Audit Committee comprises the Directors of the Board. The Committee met twice during the year
ended 30 April 2025. Mr Watkins chaired both of these meetings. All members of the Committee were
present at both meetings. The Audit Committee has direct access to the Group’s Auditor, Johnston
Carmichael LLP, and representatives of Johnston Carmichael LLP attend the Audit Committee meetings.
The primary responsibilities of the Audit Committee are: to review the effectiveness of the internal control
environment of the Group and monitor adherence to best practice in corporate governance; to make
recommendations to the Board in relation to the appointment of the Auditor and to approve their
remuneration and terms of engagement; to review and monitor the Auditor’s independence and objectivity
and the scope and effectiveness of the audit process and to provide a forum through which the Group’s
Auditor reports to the Board. The Audit Committee also has responsibility for monitoring the integrity of
the financial statements and accounting policies of the Gr
oup and for reviewing the Group’s financial
reporting and internal control policies and procedures. Committee members consider that, individually and
collectively, they are appropriately experienced in accounting and audit processes to fulfil the r
ole required.
Management Engagement Committee
The functions performed by this type of Committee are carried out by the Board of the Company.
The Board reviewed the performance of the Investment Manager’s obligations under the Investment
Management Agreement and considered whether the terms and conditions of the Investment Management
Agreement remain appropriate. Based on its performance, the Board concluded that the Investment
Manager’s appointment should continue. It also reviewed the performance of the Company Secretary, the
Custodian and the Registrar and matters concerning their respective agreements with the Company.
Nomination Committee
The functions performed by this type of Committee are carried out by the Board of the Company. The rules
concerning the appointment and replacement of Directors are contained in the Company's Articles of
Association.
The Board, acting as the Nomination Committee, evaluated the performance of Directors and the Chairman
for the year ended 30 April 2025. No third party was engaged to carry out an external evaluation of the
Board. As a result of the evaluation, the Board remains of the opinion that all Directors contribute effectively
and have the skills and experience relevant to the leadership and direction of the Company as detailed on
page 35. The Board assessed the time commitment for each Board post and agreed that sufficient time
was being spent by each Director to fulfil their duties. The Boar
d also recommended the re-appointment
of all Directors standing for re-election at the AGM.
Remuneration Committee
The functions performed by this type of Committee are carried out by the Board of the Company.
The Board continues to assess the Directors’ fees, following proper consideration of the role that individual
Directors fulfil in r
espect of Board and Committee responsibilities, the time committed to the Group’s affairs
and remuneration levels generally within the investment trust sector.
37
Statement on Corporate Governance (continued)
Under the UK Listing Rules, the Governance Code principles relating to directors’ remuneration do not
apply to an investment trust company other than to the extent that they relate specifically to non-executive
directors. Detailed information on the remuneration arrangements can be found in the Directors’
Remuneration Report on pages 43 to 45 and in note 5 to the financial statements.
Independent professional advice
The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may
take independent professional advice at the Company’s expense.
Institutional investors – use of voting rights
The Investment Manager, in the absence of explicit instruction from the Board, is empowered to exercise
discretion in the use of the Company’s voting rights in investee companies.
Conflicts of interest
It is the responsibility of each individual Director to avoid an unauthorised conflict arising. Each Director
must notify and request authorisation from the Board as soon as they become aware of the possibility of a
conflict arising.
The Board is responsible for considering Directors’ requests for authorisation of conflicts and for deciding
whether or not the conflict should be authorised. The factors to be consider
ed will include whether the
conflict could pr
event the Director from properly performing their duties, whether it has, or could have,
any impact on the Group and whether it could be regarded as likely to affect the judgement and/or actions
of the Director in question. When the Board is deciding whether to authorise a conflict or potential conflict,
only Directors who have no interest in the matter being considered are able to take the relevant decision,
and in taking the decision the Directors must act in a way they consider, in good faith, will be most likely
to promote the Group’s success. The Directors are able to impose limits or conditions when giving
authorisation if they think this is appropriate in the circumstances.
The Board is not aware of any conflicts having arisen during the year
.
A register of conflicts is maintained by the Company Secr
etary and is reviewed at Board meetings, to ensure
that any authorised conflicts r
emain appropriate. Directors are required to confirm at these meetings
whether there has been any change to their position.
Internal control review
The Board is responsible for establishing and maintaining the Group’s systems of internal control and for
reviewing their effectiveness.
An ongoing process, in accordance with the guidance supplied by the Financial Reporting Council,
‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’, is in place
for identifying, evaluating and managing risks faced by the Company and the Group. The Company’s risks
are documented and evaluated using a risk register. This register is reviewed regularly by Directors to ensure
appropriate risk mitigation actions are in place. This process helps to ensure that the Board maintains a
sound system of internal control to safeguard shareholders’ investments and the Group’s assets. This
process also involves a review by Directors of reports on the internal control systems of the service providers
who perform all the Company’s administrative and managerial functions. As described below, this process,
together with key procedures established with a view to providing effective financial contr
ol, have been in
place for the full financial year and up to the date the financial statements wer
e approved.
38
The risk management process and systems of internal control are designed to manage rather than eliminate
the risk of failure to achieve the Company’s objectives. It should be recognised that such systems can only
provide reasonable, rather than absolute, assurance against material misstatement or loss. No significant
failings or weaknesses have been identified.
Reflecting r
ecent macro-economic and political uncertainty, the Board, on the recommendation of the Audit
Committee, completed additional reviews of the Company’s internal control environment during the year,
with updates at each quarterly meeting.
Internal control assessment process
Risk assessment and the review of internal controls is undertaken by the Board in the context of the Group’s
overall investment objective. The review covers the key business, operational, compliance and financial
risks facing the Company. In arriving at its judgement of what risks the Company faces, the Board has
considered the Company’s operations in the light of the following factors:
• the threat of such risks becoming a reality;
• the Company’s ability to reduce the incidence and impact of risk on its performance;
• the cost to the Company and benefits r
elated to the review of risk and associated controls of the
Group; and
• the extent to which third parties operate the relevant controls.
Against this background the Board has split the review into four sections reflecting the natur
e of the risks
being addressed. The sections are as follows:
• corporate strategy and performance;
• published information and compliance with laws and regulations;
• relationship with service providers; and
• investment and business activities.
Given the nature of the Company’s activities and the fact that most functions are subcontracted, the Group
does not have an internal audit function. The Directors have obtained information from key third-party
suppliers regarding the controls operated by them and have also sought reassurance from each as to their
continuing performance across the financial year
. To enable the Board to make an appropriate risk and
control assessment, the information and assurances sought from third parties include the following:
• details of the control environment;
• identification and evaluation of risks and contr
ol objectives;
• assessment of the communication procedures; and
• assessment of the control procedures.
The key procedures which have been established to provide effective internal financial contr
ols are as
follows:
39
Statement on Corporate Governance (continued)
• Investment management is provided by Chelverton. The Board is responsible for the implementation
of the overall investment policy and monitors the actions of the Investment Manager at regular Board
meetings.
• The provision of administration, accounting and company secretarial duties is the responsibility of
Apex Fund Administration Services (UK) Limited.
• Custody of assets is undertaken by Northern Trust.
• The duties of investment management, accounting and custody of assets are segregated. The
procedures of the individual parties are designed to complement one another.
• The non-executive Directors of the Group clearly define the duties and r
esponsibilities of their agents
and advisers in the terms of their contracts. The appointment of agents and advisers is conducted by
the Board after consideration of the quality of the parties involved; the Board, acting as the
Management Engagement Committee, monitors their ongoing performance and contractual
arrangements.
• Mandates for authorisation of investment transactions and expense payments are set by the Board.
• The Board reviews detailed financial information pr
ovided by the Administrator on a regular basis.
Company Secretary
The Board has direct access to the advice and services of the Company Secretary, who is responsible for
ensuring that Board and Committee procedures are followed and that applicable regulations are complied
with. The Secretary is also responsible to the Board for ensuring timely delivery of information and reports
and that the statutory obligations of the Group are met.
Dialogue with shareholders
Communication with shareholders is given a high priority by both the Board and the Investment Manager.
Shareholders are able to contact any of the Directors at any time via the Company Secretary. All
shareholders are encouraged to attend the AGM, during which the Board and the Investment Manager are
available to discuss issues affecting the Group and shareholders have the opportunity to address questions
to the Investment Manager and the Board.
There are no significant issues raised by major shar
eholders to bring to all shareholders’ attention, topics
of interest are covered in the Strategic Report on pages 1 to 23.
Any shareholder who would like to lodge questions in advance of the AGM is invited to do so either on the
reverse of the Proxy Form or in writing to the Company Secretary at the address given on page 86. The
Company always responds to letters from individual shareholders.
The Annual and Half Yearly Reports of the Group are prepared by the Board and its advisers to present a
full and readily understandable review of the Group’s performance. Copies are available for downloading
from the Investment Manager’s website, www.chelvertonukdividendtrustplc.com, and on request from the
Company Secretary. Copies of the Annual Report are circulated to those shareholders who have ‘opted in’
to continue to receive mailings from the Company in hard copy.
40
Audit Committee Report
Role of the Audit Committee
The Audit Committee (‘the Committee’) provides a forum through which the Group’s Auditor reports to
the Board. The Committee is responsible for monitoring the process of production and ensuring the
integrity of the Group’s financial statements. The other primary r
esponsibilities of the Committee are:
• to monitor adherence to best practice in corporate governance;
• to review the effectiveness of the internal control and risk management environment of the Group;
• to receive compliance reports from the Investment Manager;
• to consider the accounting policies of the Group;
• to make recommendations to the Board in relation to the appointment of the Auditor;
• to make recommendations to the Board in relation to the Auditor’s remuneration and terms of
engagement; and
• to review and monitor the Auditor’s independence and objectivity and the effectiveness of the audit
process.
The Committee’s terms of reference were reviewed and approved in June 2024 to reflect curr
ent
recommended best practice.
Matters considered in the year
The Committee met twice during the financial year to consider the financial statements and to review the
internal control systems. The principal matters considered by the Committee were the valuation of the
Group’s assets, proof of ownership of its investments and cash, recognition of income and the maintenance
of its approval as an investment trust.
The Manager and Administrator have reported to the Committee to confirm continuing compliance with
their individual regulatory requirements and for maintaining the Company’s investment trust status.
The Committee liaised with the Investment Manager throughout the year, and received reports on their
legal compliance. A Risk Assessment and Review of Internal Controls document maintained by the Board
was considered in detail and amended as necessary. This document is reviewed by the Committee at each
meeting.
Internal audit
The Group does not have an internal audit function, as most of its day-to-day operations are delegated to
third parties, all of whom have their own internal control procedures. The Committee discussed whether it
would be appropriate to establish an internal audit function and agreed that the existing system of
monitoring and reporting by third parties remains appropriate and sufficient. The need for an internal audit
function is reviewed annually.
External audit
The Audit Committee monitors and reviews the effectiveness of the third-party service providers and the
audit process for the publication of the Annual Report and makes recommendations to the Board on the
appointment, remuneration and terms of engagement of the Auditors.
41
Audit Committee Report (continued)
Prior to each financial year end, the Committee considers the appropriateness of the scope of the audit
plan, the terms under which the audit is to be conducted, as well as the matter of remuneration, with a
view to ensuring the best interests of the Group are promoted.
Audit fees are computed on the basis of the time spent on Group affairs by the Audit Senior Statutory
Auditor and staff and on the levels of skill and responsibility of those involved.
Johnston Carmichael LLP was first appointed as Auditor to the Gr
oup on 6 November 2023. As part of its
review of the continuing appointment of the Auditor, the Committee considers the length of tenure of the
audit firm, its fees and independence, along with any matters raised during each audit. The Committee
has discussed with Johnston Carmichael LLP its objectivity, independence and experience in the investment
trust sector.
Johnston Carmichael LLP has indicated its willingness to continue in office as Auditor of the Gr
oup.
Following its review, the Committee considers that, individually and collectively, the Auditor is appropriately
experienced to fulfil the r
ole required and has recommended its appointment to the Board.
The Committee has considered the independence and objectivity of the Auditor and has assessed its
performance. The Committee is satisfied in these r
espects that Johnston Carmichael LLP has fulfilled its
obligations to the Group and its shareholders.
Johnston Carmichael have carried out the audit of the Company’s annual report and accounts for the year
ending 30 April 2025 and their re-appointment will be put to a vote of the shareholders at the Company’s
Annual General Meeting on 10 September 2025.
Andrew Watkins
Audit Committee Chairman
10 July 2025
42
Directors’ Remuneration Report
The Board has prepared this Report in accordance with the requirements of Schedule 8 to the Large and
Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The law
requires the Group’s Auditor,
Johnston Carmichael LLP
, to audit certain disclosures provided. Where
disclosures have been audited, they are indicated as such. The Auditor’s opinion is included in their report
on pages 48 to 56.
Last year, shareholders were asked to approve the Directors’ Remuneration Report at the AGM through an
advisory vote, as has been the case in previous years, and this will again be the case at this year’s AGM.
Similarly, shareholders were also asked to give a binding vote on the Directors’ Remuneration Policy at the
2023 AGM. The Remuneration Policy must be the subject of a binding vote at least every three years and
this will therefore be proposed again at the AGM in 2026.
The Board considers Directors’ remuneration annually. The level of remuneration is designed to attract and
retain individuals with the appropriate skills and experience necessary for the effective stewarding of the
Company. The annual review includes an assessment of the time commitment to the Group’s affairs, as well
as a comparison with the remuneration paid to directors of similar investment trusts. The fees are paid at
a rate of £30,000 for the Chairman and £22,000 for the other Directors, with an additional payment of
£3,000 to the Chairman of the Audit Committee in recognition of the greater workload and responsibilities
required in that role. The Board reviewed remuneration matters on 5 March 2025 and confirmed that no
changes were proposed to Directors’ fees.
Directors’ service contracts
None of the Directors has a contract of service with the Company, nor has there been any contract or
arrangement between the Company and any Director at any time during the year. The terms of their
appointment provide that a Director shall retire and be subject to re-election at the first
AGM
after their
appointment, and at least every three years after that. Directors who have served on the Board for more
than nine years must offer themselves for re-election on an annual basis.
Directors’ entitlements
Directors are only entitled to fees in accordance with the Directors’ Remuneration Policy as approved by
shareholders. None of the Directors has any entitlement to pensions or pension-related benefits, medical
or life insurance, share options, long-term incentive plans, or any form of performance-related pay. Also,
no Director has any right to any payment by way of monetary equivalent, or any assets of the Company
except in their capacity as shareholders. There is no notice period and no provision for compensation upon
loss of office. The Dir
ectors’ emoluments table below therefore does not include columns for any of these
items or their monetary equivalents.
43
Directors’ Remuneration Report (continued)
Directors’ emoluments for the year ended 30 April 2025 (audited)
The Directors who served in the year received the following emoluments wholly in the form of fees:
% % % %
Year change Year change Year change Year change Year
ended for the ended for the ended for the ended for the ended
30 year to 30 year to 30 year to 30 year to 30
April 30 April 30 April 30 April 30 April
2025 April 2024 April 2023 April 2022 April 2021
£ 2025 £ 2024 £ 2023 £ 2022 £
H Myles (Chairman) 30,000 – 30,000 6 28,276 41 20,000 – 20,000
A Watkins (Audit
Committee Chairman) 25,000 – 25,000 4 23,974 37 17,500 – 17,500
D Hadgill 22,000 – 22,000 – 22,000 – – – –
Total 77,000 – 77,000 – 74,250 – 37,500 – 37,500
During the year no Directors received taxable benefits (2024: nil).
Directors’ interests (audited)
The interests of the Directors and any connected persons in the Ordinary shares and ZDP shares of the
subsidiary Companies are set out below:
Number of Number of Number of Number of Number of Number of
Ordinary SDVP ZDP 2031 ZDPCo Ordinary SDVP ZDP 2031 ZDPCo
shares shares shares shares shares shares
held at held at held at held at held at held at
Director 30 April 30 April 30 April 30 April 30 April 30 April
Director 2025 2025 2025 2024 2024 2024
D Hadgill* 2,762
Nil Nil 2,762 Nil Nil
H Myles Nil
Nil Nil Nil Nil Nil
A Watkins 13,100
Nil Nil 13,100 Nil Nil
*As at 2 July 2025, Denise Hadgill held 16,642 Ordinary shares in the Company.
Significance of spend on pay
2025 2024 Change
£ £ %
Dividends paid to Ordinary shareholders in the year 2,837,000 2,653,000 7
Total remuneration paid to Directors 77,000 77,000 0
None of the Directors nor any persons connected with them had a material interest in the Company’s
transactions, arrangements or agreements during the year.
44
The Directors’ Remuneration Report for the year ended 30 April 2024 (Resolution 2) was approved by
shareholders at the AGM held on 11 October 2024. The votes cast by proxy were as follows:
Number of votes % of votes cast
For 685,535 88.21
Against 90,511 11.65
At Chairman’s discretion 0 0.0
Total votes cast 776,046 –
Number of votes abstained 3,343 –
Remuneration policy
The Board’s policy is that the remuneration of non-executive Directors should be sufficient to attract and
retain directors with suitable skills and experience, and is determined in such a way as to reflect the experience
of the Board as a whole, in order to be comparable with other similar organisations and appointments.
The fees of the non-executive Directors are determined within the limits of £250,000, as set out in the
Company’s Articles of Association. The approval of shareholders would be required to increase the limits
set out in the Articles of Association. Directors are not eligible for bonuses, pension benefits, shar
e options,
long-term incentive schemes or other benefits, as the Boar
d does not consider such arrangements or
benefits necessary or appr
opriate. Fees for any new Director appointed will be made on the same basis.
The Company intends to continue with the Directors’ Remuneration Policy approved by shareholders in
2023 over the next financial year
. Fees payable in respect of subsequent periods will be determined
following an annual review. Any views expressed by shareholders on remuneration being paid to Directors
would be taken into consideration by the Board. In accordance with the regulations, an Ordinary Resolution
to approve the Directors’ Remuneration Policy will be put to shareholders at least once every three years.
Approval
The Directors’ Remuneration Report was approved by the Board on 10 July 2025.
On behalf of the Board
Howard Myles
Chairman
10 July 2025
45
Statement of Directors’ Responsibilities
in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements. Company law
requires the Directors to prepare financial statements for each financial year
. Under that law the Directors
have elected to prepare financial statements in accor
dance with UK adopted international accounting
standards and with the requirements of the Companies Act 2006 as applicable to companies reporting
under international accounting standards.
Under company law the Directors must not approve the financial statements unless they ar
e satisfied that
they present fairly the financial position, financial performance and cash flows of the Gr
oup and the
Company for that period.
In preparing each of the Group and the Company’s financial statements, the Dir
ectors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state that the Group and the Company have complied with UK adopted international accounting
standards subject to any material departures disclosed and explained in the financial statements;
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
• provide additional disclosures when compliance with specific r
equirements in UK adopted
international accounting standards is insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Group and the Company’s financial position and
financial performance; and
• make an assessment of the Group’s ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of
the Group and enable them to ensure that the Group’s financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report,
a Directors’ Report, Directors’ Remuneration Report and Statement on Corporate Governance that comply
with that law and those regulations, and for ensuring that the Annual Report includes information required
by the Listing Rules of the FCA.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
relating to the Company on the Investment Manager’s website. Legislation in the UK governing the
preparation and dissemination of financial statements dif
fers from legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge and belief:
• the financial statements, pr
epared in accordance with the relevant financial framework, give a true
and fair view of the assets, liabilities, financial position and pr
ofit or loss of the Group;
• the Annual Report includes a fair review of the development and performance of the Group and the
position of the Group, together with a description of the principal risks and uncertainties faced;
46
• the Annual Report is fair, balanced and understandable and provides the information necessary for
shareholders to assess the Company’s performance, business model and strategy; and
• the Investment Managers’ Report includes a fair review of the development and performance of the
business and the Group and its undertakings included in the consolidation taken as a whole and
adequately describes the principal risks and uncertainties they face.
On behalf of the Board of Directors
Howard Myles
Chairman
10 July 2025
47
Independent Auditor’s Report
to the members of Chelverton UK Dividend Trust PLC
Opinion
We have audited the financial statements of Chelverton UK Dividend Trust PLC (“the Parent Company”)
and its subsidiaries (the “Group”), for the year ended 30 April 2025, which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Changes in
Net Equity, the Consolidated and Parent Company Balance Sheets, the Consolidated and Parent Company
Statement of Cash Flows, and notes to the financial statements, including significant accounting policies.
The financial r
eporting framework that has been applied in their preparation is applicable law and UK-
adopted international accounting standards.
In our opinion the financial statements:
• Give a true and fair view of the state of the state of the Group’s and of the Parent Company’s affairs
as at 30 April 2025 and of its net return for the year then ended;
• Have been properly prepared in accordance with UK-adopted international accounting standards;
and
• Have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor
responsibilities for the audit of the financial statements section of our r
eport. We are independent of the
Group in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard, as applied to listed public interest entities, and we have
fulfilled our other ethical r
esponsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appr
opriate to provide a basis for our opinion.
Our approach to the audit
We planned our audit by first obtaining an understanding of the Group and its environment, including its
key activities delegated by the Board to relevant approved third-party service providers and the controls
over provision of those services.
We conducted our audit using information maintained and provided by Chelverton Asset Management
Limited (the “Investment Manager”), Apex Fund Administration Services (UK) Limited (the “Company
Secretary”, and “Administrator”), The Northern Trust Company (the “Custodian”) and Share Registrars
Limited (the “Registrar”) to whom the Parent Company has delegated the provision of services.
We tailored the scope of our audit to reflect our risk assessment, taking into account such factors as the
types of investments within the Group, the involvement of the Administrator, the accounting processes and
controls, and the industry and geography in which the Group operates.
We evaluated the significance of the gr
oup’s components and determined our planned audit responses
based on a measure of materiality.
The scope of our audit was influenced by our application of materiality
. We set certain quantitative
thresholds for materiality. These together with qualitative considerations, helped us to determine the scope
of our audit and the nature, timing and extent of our audit procedures on the individual financial statement
line items and disclosures and in the evaluation of the effect of misstatements, both individually and in
aggregate on the financial statements as a whole.
48
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the curr
ent period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified. These matters included those which
had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion ther
eon, we do not provide a separate opinion
on these matters.
We summarise below the key audit matters in arriving at our audit opinion above, together with how our
audit addressed these matters and the results of our audit work in relation to these matters.
Key audit matter How our audit addressed the key audit matter
and our conclusions
49
Valuation of investments
(as per pages 41 and 42 (Report of the Audit
Committee), pages 62 to 65 (Accounting Policies)
and Note 10.
The valuation of the portfolio at 30 April 2025 was
£28.0m (2024: £51.5m).
As this is the largest component of the Group’s
Consolidated and Parent Company Balance Sheet,
and a key driver of the Group’s total return,
valuation of the investments has been designated
as a key audit matter, being one of the most
significant assessed risks of material misstatement
due to fraud or error.
There is a further risk that listed investments held
at fair value may not be actively traded and the
quoted prices may not be reflective of their fair
value (valuation).
Revenue recognition, including allocation of
special dividends as revenue or capital returns
(as per pages 41 and 42 (Report of the Audit
Committee), pages 62 to 65 (Accounting Policies)
and Note 2.
Investment income recognised for the year to 30
April 2025 was £3.5m (2024: £3.3m) consisting
primarily of dividends received from listed
investments.
We assessed controls reports provided by the
custodian and administrator to evaluate the design
of the process and implementation of key controls.
We compared market prices applied to all quoted
investments held at 30 April 2025 to an
independent third-party source and recalculated
the investment valuations.
We obtained average trading volumes from an
independent third-party source for all quoted
investments held at year end and assessed their
liquidity. Where trading volumes indicated lower
levels of liquidity, we obtained management’s
active market assessment to ensure the year end
fair value was appropriate.
From our completion of these procedures, we
identified no material misstatements in r
elation to
the valuation of the investments.
We assessed controls reports provided by the
administrator to evaluate the design of the process
and implementation of key controls.
We confirmed that income is r
ecognised and
disclosed in accordance with the AIC SORP by
assessing the accounting policies.
Independent Auditor’s Report (continued)
Key audit matter How our audit addressed the key audit matter
and our conclusions
50
Revenue-based performance metrics are often one
of the key performance indicators for stakeholders.
The investment income received by the Group
during the year directly impacts these metrics and
the minimum dividend required to be paid by the
Parent Company.
There is a risk that revenue is incomplete or
inaccurate through failure to recognise income
entitlements or failure to appropriately account for
their treatment as revenue or capital. It has
therefore been designated as a key audit matter
being one of the most significant assessed risks of
material misstatement due to fraud or error.
Additionally, there is a further risk of incorrect
allocation of special dividends as revenue or capital
returns as judgement is required in determining
their allocation within the Consolidated Statement
of Comprehensive Income.
Going Concern and Viability
Going Concern and Viability
(as per
pages 41 and 42
(Report of the Audit
Committee),
pages 62 to 65
(Accounting Policies).
The Zero Dividend Preference shares (“ZDPs”)
matured and were settled on 30 April 2025. There
is a risk this could impact the viability of the Group
due to the significantly r
educed gross asset
position.
The Board are required to determine whether the
financial statements should be pr
epared on a going
concern basis. Assessment is required to cover a
period of at least 12 months from the date the
current year Annual Report is approved and should
include stressed scenario cash flow for
ecasting.
Additionally, the Board are required to assess the
viability of the Parent Company over a period
longer than 12 months.
There is a risk that the Board’s assessment of the
basis of preparation does not adequately cover the
above areas.
We recalculated 100% of dividends due to the
Group based on investment holdings throughout
the year and announcements made by investee
companies.
We agreed a sample of dividends received to bank
statements.
We assessed the completeness of the special
dividend population and determined whether
special dividends recognised are revenue or capital
in nature with reference to the underlying
commercial circumstances of the investee
companies’ dividend payment.
From our completion of these procedures, we
identified no material misstatements in r
elation to
revenue recognition, including allocation of special
dividends as revenue or capital returns.
The procedures we performed and our conclusions
on going concern and viability are included in the
conclusions relating to going concern section
below.
From our completion of these procedures, we
identified no material misstatements in r
elation to
going concern and viability.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable
that the economic decisions of a reasonably knowledgeable person would be changed or influenced. W
e
use materiality in determining the nature and extent of our work and in evaluating the results of that work.
Materiality measure Group Parent
Company
51
Materiality for the financial statements as a whole
We have set materiality as 1% of net assets (2024: 1% of net assets) as we
believe that net assets is the primary performance measure used by
investors and is the key driver of shareholder value. We determined the
measurement percentage to be commensurate with the risk and
complexity of the audit and the Group’s listed status.
Performance materiality
Performance materiality represents amounts set by the auditor at less than
materiality for the financial statements as a whole, to r
educe to an
appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds materiality for the financial
statements as a whole.
In setting this we consider the Group’s overall control environment, our
past experience of the audit that indicates a lower risk of material
misstatements. Based on our judgement of these factors, we have set
performance materiality at 75% (2024: 50%) of our overall financial
statement materiality.
Specific materiality
Recognising that there are transactions and balances of a lesser amount
which could influence the understanding of users of the financial
statements we calculate a lower level of materiality for testing such areas.
Specifically
, given the importance of the distinction between revenue and
capital for the Group and Parent Company, we also applied a separate
testing threshold for the revenue column of the Consolidated Statement
of Comprehensive Income, set at the higher of 5% of the net revenue
surplus on ordinary activities before taxation and our Audit Committee
Reporting Threshold.
We have set a specific materiality in r
espect of related party transactions
and Directors’ remuneration.
We used our judgement in setting these thresholds and considered our
past experience of the audit, the history of misstatements and industry
benchmarks for specific materiality
.
Audit Committee reporting threshold
We agreed with the Audit Committee that we would report to them all
differences in excess of 5% of overall materiality in addition to other
identified misstatements that warranted r
eporting on qualitative grounds,
in our view. For example, an immaterial misstatement as a result of fraud.
£302k
(2024: £335k)
£226k
(2024: £168k)
£148k
(2024: £139k)
£15k
(2024: £17k)
£302k
(2024: £335k)
£226k
(2024: £168k)
£148k
(2024: £139k)
£15k
(2024: £17k)
Independent Auditor’s Report (continued)
During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of
calculation used at year-end.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appr
opriate. Our evaluation of the Directors’
assessment of the Group and Parent Company’s ability to continue to adopt the going concern basis of
accounting included:
• Evaluating management’s method of assessing going concern and viability, including consideration
of market conditions and macro-economic uncertainties;
• Assessing the repayment of the Zero Dividend Preference shares ("ZDPs") that matured and were
settled on 30 April 2025, and its impact on the viability of the Group and Parent Company;
• Assessing and challenging the forecast cashflows and associated sensitivity modelling used by
management in support of their going concern and viability assessment by reference to supporting
documentation, Board approved budgets, our own understanding of the Group and the economic
environment in which it operates, and the results of other audit work;
• Obtaining and recalculating management’s assessment of the Parent Company’s ongoing
maintenance of investment trust status;
• Assessing the adequacy of the Group’s going concern and viability disclosures included in the Annual
Report.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Gr
oup or Parent Company’s ability
to continue as a going concern for a period of at least twelve months from when the financial statements ar
e
authorised for issue.
In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial
statements and our auditor’s report thereon. The Directors are responsible for the other information
contained within the Annual Report. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
52
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• The information given in the Strategic Report and the Directors’ Report for the financial year for which
the financial statements ar
e prepared is consistent with the financial statements; and
• The Strategic Report and the Directors’ Report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• Adequate accounting records have not been kept by the Parent Company, or returns adequate for
our audit have not been received from branches not visited by us; or
• The Parent Company financial statements and the part of the Directors’ Remuneration Report to be
audited are not in agreement with the accounting records and returns; or
• Certain disclosures of Directors’ remuneration specified by law are not made; or
• We have not received all the information and explanations we require for our audit; or
• A corporate governance statement has not been prepared by the Parent Company.
Corporate governance statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the entity’s compliance with the provisions of the UK
Corporate Governance Code.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the Corporate Governance Statement is materially consistent with the financial statements or our
knowledge obtained during the audit:
•
The Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 31;
•
The Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment
covers and why the period is appropriate set out on pages 16 and 17;
•
The Directors’ statement on fair, balanced and understandable set out on pages 46 and 47;
•
The Directors’ statement on whether it has a reasonable expectation that the Group will be able to
continue in operation and meets its liabilities set out on pages 16 and 17;
•
The Board’s confi rmation that it has carried out a robust assessment of the emerging and principal
risks set out on pages 11 to 14;
53
Independent Auditor’s Report (continued)
•
The section of the Annual Report that describes the review of the effectiveness of risk management
and internal control systems set out on pages 39 and 40; and
•
The section describing the work of the Audit Committee set out on pages 41 and 42.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on pages 46 and 47, the Directors
are responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the Directors determine is necessary to enable the preparation
of financial statements that ar
e free from material misstatement, whether due to fraud or error. In preparing
the financial statements, the Dir
ectors are responsible for assessing the Group’s and Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the Group or Parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities
to identify or recognise non-compliance with laws and regulations by considering their experience, past
performance and support available.
All engagement team members were briefed on relevant identified laws and r
egulations and potential fraud
risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group
and the Parent Company and the sector in which it operates, focusing on those provisions that had a direct
effect on the determination of material amounts and disclosures in the financial statements. The most
relevant frameworks we identified include:
• Companies Act 2006;
54
• Financial Conduct Authority (FCA) listing and Disclosure Guidance and Transparency Rules (DTR);
• The principles of the UK Corporate Governance Code applied by the AIC Code of Corporate
Governance (the “AIC Code”);
• Industry practice represented by the Statement of Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts (“the SORP”) issued in July 2022;
• The Parent Company’s qualification as an investment Trusts under section 1158 of the Corporation
Tax Act 2010; and
• UK-adopted international accounting standards.
We gained an understanding of how the Group and the Parent Company are complying with these laws and
regulations by making enquiries of management and those charged with governance. We corroborated these
enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might
occur, by meeting with management and those charged with governance to understand where it was
considered there was susceptibility to fraud. This evaluation also considered how management and those
charged with governance were remunerated and whether this provided an incentive for fraudulent activity.
We considered the overall control environment and how management and those charged with governance
oversee the implementation and operation of controls. In areas of the financial statements wher
e the risks
were considered to be higher, we performed procedures to address each identified risk. W
e identified a
heightened fraud risk in relation to:
• Management override of controls; and
• The allocation of special dividends as revenue or capital items
Audit procedures performed in response to the risks relating to the allocation of special dividends as
revenue or capital returns are set out in the section on key audit matters above, and audit procedures
performed in response to the risk of management override of controls are included below.
In addition to the above, the following procedures were performed to provide reasonable assurance that
the financial statements wer
e free of material fraud or error:
•
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws
and regulation or for any indication of any potential litigation and claims; and events or conditions that
could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
•
Reviewing the level of and reasoning behind the Group's procurement of legal and professional
services;
•
Performing audit procedures over the risk of management override of controls, including testing of
journal entries and other adjustments for appropriateness, recalculating the investment management
fee, evaluating the business rationale of significant transactions outside the normal course of business
and assessing judgements made by management in their calculation of accounting estimates for
potential management bias;
•
Completion of appropriate checklists and use of our experience to assess the Parent Company’s
compliance with the Companies Act 2006 and the Listing Rules; and
•
Agreement of the financial statement disclosures to supporting documentation.
55
Independent Auditor’s Report (continued)
Our audit procedures were designed to respond to the risk of material misstatements in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery,
collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely we would become awar
e of it.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the Board on 6 November
2023 to audit the financial statements for the year ended 30 April 2024 and subsequent financial periods.
The period of our total uninterrupted engagement is two years, covering the years ended 30 April 2024
and 30 April 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or Parent
Company and we remain independent of the Group and Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of this report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Parent Company’s members those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Bryan Shepka (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Glasgow, United Kingdom
10 July 2025
56
57
SECTION 3
2025 | 2024 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total Consolidated Statement of Comprehensive Income | ||
Note for the year ended 30 April 2025 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Losses on investments at fair value through profit or loss | 10 | ( | ( | ( | ( | ||
Investment income | 2 | ||||||
Investment management fee | 3 | ( | ( | ( | ( | ( | ( |
Other expenses | 4 | ( | ( | ( | ( | ( | ( |
Exchange differences on translating | |||||||
foreign transactions | ( | ( | |||||
Net (deficit)/surplus before finance | |||||||
costs and taxation | ( | ( | ( | ||||
Finance costs | 6 | ( | ( | ( | ( | ||
Net (deficit)/surplus before taxation | ( | ( | ( | ||||
Taxation | 7 | ( | ( | ( | ( | ||
Total comprehensive expense | |||||||
for the year | ( | ( | ( | ( | |||
Revenue | Capital | Total | Revenue | Capital | Total | ||
pence | pence | pence | pence | pence | pence | ||
Net return per: | |||||||
Ordinary share | 8 | ( | ( | recommended by the Statement of Recommended Practice issued by the AIC. | ( | ( | |
Zero Dividend Preference share 2025 58 | 8 | The notes on pages 62 to 80 form part of these financial statements. | The total column of this statement is the Statement of Comprehensive Income of the Group prepared in accordance with UK adopted International Accounting Standards and with the requirements of the Companies Act 2006. All revenue and capital items in the above statement derive from continuing operations. The ZDP shares 2025 were repaid on 30 April 2025. All of the net return for the period and the total comprehensive income for the period is attributable to the shareholders of the Group. The supplementary revenue and capital return columns are presented for information purposes as |
Share | Capital | ||||||
Share for the year ended 30 April 2025 | premium redemption Changes in Net Equity | Capital | Revenue | ||||
capital | account | reserve | reserve | reserve | Total Consolidated and Parent Company Statement of | ||
Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Year ended 30 April 2025 | |||||||
30 April 2024 | |||||||
Total comprehensive expense | |||||||
for the year | ( | ( | |||||
Ordinary shares issued | |||||||
Expenses of Ordinary share issue | ( | ( | |||||
Dividends paid | 9 | ( | ( | ||||
30 April 2025 | ( | ||||||
Year ended 30 April 2024 | |||||||
30 April 2023 | |||||||
Total comprehensive expense | |||||||
for the year | ( | ( | |||||
Ordinary shares issued | |||||||
Expenses of Ordinary share issue | ( | ( | |||||
Dividends paid | 9 | ( | ( | ||||
30 April 2024 | The notes on pages 62 to 80 form part of these financial statements. | 59 | |||||
Group | Group | Company | Company | ||
2025 | 2024 | 2025 | 2024 Consolidated and Parent Company Balance Sheets | ||
Note | £’000 | £’000 | £’000 | £’000 | |
Non-current assets as at 30 April 2025 | |||||
Investments at fair value through profit or loss | 10 | 27,967 | 51,483 | ||
Investments in Subsidiaries | 12 | 100 | 13 | ||
28,067 | 51,496 | ||||
Current assets | |||||
Trade and other receivables | 13 | 765 | 661 | ||
Cash and cash equivalents | 1,596 | 87 | |||
2,361 | 748 | ||||
Total assets | 30,428 | 52,244 | |||
Current liabilities | |||||
Trade and other payables | 14 | ( | ( | (561) | (148) |
Zero Dividend Preference shares | 15 | ( | – | – | |
Loan from Subsidiaries | 16 | – | (18,575) | ||
( | ( | (561) | (18,723) | ||
Total assets less current liabilities | 29,867 | 33,521 | |||
Total liabilities | ( | ( | (561) | (18,723) | |
Net assets | 29,867 | 33,521 | |||
Represented by: | |||||
Share capital | 17 | 5,613 | 5,386 | ||
Share premium account | 19,690 | 18,497 | |||
Capital redemption reserve | 5,004 | 5,004 | |||
Capital reserve | ( | (3,322) | 1,840 | ||
Revenue reserve | 2,882 | 2,794 | |||
Equity shareholders’ funds 60 | Company Registered Number: 03749536 | The notes on pages 62 to 80 form part of these financial statements. | 29,867 | 33,521 |
2025 | 2024 Consolidated and Parent Company Statement of | ||
Note for the year ended 30 April 2025 | £’000 | £’000 | |
Operating activities Cash Flows | |||
Investment income received | |||
Investment management fee paid | ( | ( | |
Administration and secretarial fees paid | ( | ( | |
Refund of tax | |||
Bank interest paid | |||
Other cash payments | ( | ( | |
Cash generated from operations | 19 | ||
Purchases of investments | ( | ( | |
Sales of investments | |||
Net cash outflow from operating activities | ( | ||
Financing activities | |||
Redemption of Zero Dividend Preference shares | ( | ||
Issue of Ordinary shares | |||
Expenses of Ordinary share issue | ( | ( | |
Dividends paid | 9 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Change in cash and cash equivalents | 20 | ( | |
Cash and cash equivalents at start of year | 20 | ||
Cash and cash equivalents at end of year | 20 | The notes on pages 62 to 80 form part of these financial statements. | 61 |
Notes to the Financial Statements
as at 30 April 2025
62
1 ACCOUNTING POLICIES (continued)
63
Notes to the Financial Statements (continued)
as at 30 April 2025
1 ACCOUNTING POLICIES (continued)
64
1 ACCOUNTING POLICIES (continued) | ||
65 |
Notes to the Financial Statements (continued) | ||||||
as at 30 April 2025 |
4 OTHER EXPENSES | ||
66 | ||
2025 | 2024 | |||||
Revenue Capital 6 FINANCE COSTS | Total | Revenue | Capital | Total | ||
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Appropriations in respect of Zero Dividend Preference shares | – | 736 | 736 | – | 709 | 709 |
– | 736 | 736 | – | 709 | 709 |
2025 | 2024 | |
£’000 | £’000 | |
Based on the revenue return for the year 7 TAXATION | ||
Overseas tax | 40 | 58 |
40 | 58 |
67 |
Notes to the Financial Statements (continued) | ||
as at 30 April 2025 | ||
68 |
69 |
10 INVESTMENTS – Group and Company (continued) | ||||
Notes to the Financial Statements (continued) | ||||
as at 30 April 2025 | ||||
70 |
Company | Company | |
2025 | 2024 | |
£’000 | £’000 | |
Opening as at 1 May | 13 | 13 |
Additions in period | 67 | – |
Closing 30 April capital for ZDPCo 2031. | 100 | 13 The Company owns the whole of the issued ordinary share capital of SDVP and 2031 ZDPCo, specifically formed for the issuing of Zero Dividend Preference shares, incorporated and registered in England and Wales, under the respective company numbers: 11031268 and 16201408. SDVP is currently in liqudation. e capital fully paid-up for SDVP and £50,000 share |
71 |
Notes to the Financial Statements (continued)
as at 30 April 2025
72
16 UNSECURED LOAN (continued) | ||
2025 | 2024 | |||
Number | £’000 | Number | £’000 | |
Issued, allotted and fully paid: | ||||
Ordinary shares of 25p each Opening balance | 21,545,000 | 5,386 | 21,150,000 | 5,288 |
Issue of Ordinary shares | 905,000 | 227 | 395,000 | 98 |
22,450,000 | 5,613 | 21,545,000 | 5,386 During the year, the Company announced the following issuances of new Ordinary Shares of 25p each: |
73 |
Notes to the Financial Statements (continued) | ||||
as at 30 April 2025 17 SHARE CAPITAL (continued) | ||||
74 |
75 |
Notes to the Financial Statements (continued) 21 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES (continued) | ||
as at 30 April 2025 76 |
21 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES (continued) | ||
77 |
as at 30 April 2025 | 21 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES (continued) | |
Notes to the Financial Statements (continued) | ||
78 |
IFRS 7 hierarchy (continued) | 21 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES (continued) | ||
79 |
Notes to the Financial Statements (continued) 21 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES (continued) | ||
as at 30 April 2025 IFRS 7 hierarchy (continued) | ||
80 |
Shareholder Information
Financial calendar
Group’s year end 30 April
Quarterly interim dividends usually paid July, October, January and April
Annual results announced October
Annual General Meeting September
Group’s half year 31 October
Half year results announced December
Share prices and performance information
The Company’s Ordinary shares and the are listed on the London Stock Exchange Main Market. The ZDP
shares issued through SDVP were redeemed on 30 April 2025.
The net asset values are announced daily to the London Stock Exchange and published monthly via the
AIC.
Information about the Group can be obtained on the Chelverton website at www.chelvertonukdividend
trustplc.com. Any enquiries can also be e-mailed to info@chelvertonam.com.
Share register enquiries
The register for the Ordinary shares is maintained by Share Registrars Limited. In the event of queries
regarding your holding, please contact the Registrar on 01252 821390. Changes of name and/or address
must be notified in writing to the Registrar
.
81
Company Summary
History
The Company was launched on 12 May 1999, raising £21.38 million before expenses, by a placing of
15,000,000 Ordinary shares and, through its former subsidiary company, Small Companies PLC, 6,250,000 Zero
Dividend Preference shares and 31,260 Preference shares. A further 750,000 Ordinary shares were issued as a
result of a placing for cash on 3 March 2000 and on 26 October 2005 a further 500,000 shares were issued.
The subsidiary, Small Companies PLC, was placed into members’ voluntary liquidation on 30 April 2007,
following which the capital entitlements of the
ZDP
and Preference shares were repaid to those investors.
A further subsidiary, Chelverton Small Companies ZDP PLC, was incorporated on 13 July 2012, to issue
ZDP shares. A total of 8,500,000 ZDP shares were issued on 24 August 2012, and a further 849,000 on 24
March 2017.
On 8 January 2018, SDVP issued 10,977,747 ZDP shares at 100p per share from the conversion of ZDP
shares of Chelverton Small Companies ZDP PLC. On 8 January 2018, 1,802,336 ZDP shares were also issued
at 100p per share by a placing with net proceeds of £1.8 million.
On 26 January 2018 the Company converted its entire issued C share capital (5,500,000 C Shares) into new
Ordinary shares. The conversion ratio was 0.36051421 Ordinary shares in respect of each C share, with
entitlements rounded down to the nearest whole number.
SDVP issued a further 1,419,917 ZDP shares on 11 April 2018, 100,000 on 10 May 2018 and 200,000 on 15
May 2018.
SDVP was placed into members’ voluntary liquidation on 28 April 2025, following which the capital
entitlements of the ZDP shares were repaid.
Group structure
The Company has in issue one class of Ordinary share. In addition, it has two wholly owned subsidiaries,
SDVP and 2031 ZDP Co. SDVP is currently in liquidation. 2031 ZDP Co was incorporated on 22 January
2025 specifically for the issue of ZDP shar
es, however as per the announcement made by the Company on
24 April 2025, the Directors determined not proceed with the Scheme of Reconstuction and so no ZDP
shares were issued by the Subsidiary.
Total net assets and market capitalisation at year end
As at 30 April 2025, the Company had a market capitalisation of £28,848,000 (2024: £31,348,000) and total
net assets amounted to £29,867,000 (2024: £33,521,000).
Management fee
The fee payable to the Investment Manager is 1% of the combined gross assets of the Group.
Capital structure
Details of share structure and entitlements and voting rights of each class can be found on page 83.
ISA status
The Company’s Ordinary shares are qualifying investments for Individual Savings Accounts (‘ISAs’), as were
the ZDP shares of SDVP.
Registered in England
No. 03749536
A member of the Association of Investment Companies
82
Capital Structure
The Company
Chelverton UK Dividend Trust PLC was registered on 3 September 2003 with company number 03749536.
The Company has in issue one class of Ordinary share. In addition, it has two wholly owned subsidiaries,
SDV 2025 ZDP PLC, which was registered on 25 October 2017 with company number 11031268, through
which ZDP shares were issued and is now in liquidation and SDV 2031 ZDP PLC which was registered on
22 January 2025.
Ordinary shares of 25p each (‘Ordinary shares’) – 22,450,000 in issue as at 30 April 2025
Share Capital Events
A number of share issuances took place during the year, increasing the total number of shares in issue as
at 30 April 2025 to 22,450,000. A block listing authority is in place in order to expedite share issuances.
The block listing authority was approved on 5 April 2025. The Company only has one class of shares and
the stated number of shares in issue represents 100% of the Company’s share capital and voting rights.
Dividends
Holders of Ordinary shares are entitled to dividends.
Capital
On a winding up of the Company, Ordinary shareholders will be entitled to all surplus assets of the Company
available after payment of the Company’s liabilities.
Following payment of any liabilities and the capital entitlement to the ZDP shareholders, ordinary
shareholders will be entitled to any surplus assets of SDVP.
Upon the winding up of SDVP, after the satisfaction of prior ranking creditors and subject to sufficient assets
being available, ZDP shareholders were entitled to an amount equal to 100p share (increased daily from
8 January 2019 at such compound rate, equivalent to 4%, as gave an entitlement to 133.18p per share at
30 April 2025).
On a winding up of 2031 ZDPCo, ordinary shareholders will be entitled to all surplus assets of the company
available after payment of the company's liabilities.
Voting
Each holder on a show of hands will have one vote and on a poll will have one vote for each Ordinary
share held.
SDVP
Ordinary shares of 100p each (‘ordinary shares’) – 50,000 in issue
The ordinary shares in the Subsidiary are owned by the Company. References to Ordinary shares within this
Annual Report are to the Ordinary shares of Chelverton UK Dividend Trust PLC. SDVP is currently in liquidation.
Zero Dividend Preference shares – There were no shares in issue as at 30 April 2025
Dividends
Holders of Zero Dividend Preference shares were not entitled to dividends.
2031 ZDPCo
Ordinary shares of 1p each (‘ordinary shares’) - 50,000 in issue
The ordinary shares are owned by the Company.
83
Glossary of Terms
Net asset value (‘NAV’)
The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the
total value of all the Company’s assets, at current market value, having deducted all prior charges at their
par value (or at their asset value).
Discount/Premium
If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading
at a discount. The size of the discount is calculated by subtracting the share price from the NAV per share
and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV
per share, the shares are said to be trading at a premium.
Gearing
Gearing is the process whereby changes in the total assets of a company have an exaggerated effect on
the net assets of that company’s ordinary shares due to the presence of borrowing or share classes with a
prior ranking entitlement to capital.
Alternative Performance Measures (‘APM’) Glossary
An alternative performance measure is a financial measure of historical or future financial performance,
financial position or cash flow that is not pr
escribed by the relevant accounting standards. The APMs are
the ongoing charges and NAV total return as defined below
.
Ongoing Charges
Ongoing charges are expenses charged to revenue or capital that relate to the operation of the Company
as an investment trust and are deemed likely to recur in the foreseeable future. They do not include the
costs of acquisition or disposal of investments, financing costs, subsidiary expenses r
elating to the ZDP
shares and gains or losses arising on investments. Ongoing charges are calculated on the basis of the
annualised ongoing charge as a percentage of the average net asset value in the period as per the
calculation methodology set out by the Association of Investment Companies ('AIC'). Please see calculation
below:
2025 2024
£’000 £’000
Investment Management Fee 534 500
Other expenses 406 357
Total expenses (a) 940 857
Average NAV (b) 33,752 31,461
Ongoing Charge (a)/(b)*100 2.79% 2.73%
84
The ongoing charges are also calculated using gross assets. The gross assets exclude the ZDP shares.
2025 2024
£’000 £’000
Investment Management Fee 534 500
Other expenses 406 357
Total expenses (a) 940 857
Average Gross NAV (b) 48,168 49,883
Ongoing Charge (a)/(b)*100 1.96% 1.72%
Total return on Group’s Net Asset value per share
These are the returns on the Net Asset Value respectively taking into account both the rise and fall of the
net asset value and the dividends paid to shareholders. Any dividends received by a shareholder are
assumed to have been reinvested in either additional shares of the trust at the time the shares go ex-
dividend (the share price total return) or in the assets of the trust at its NAV per share (the NAV total return).
Total return statistics enable the investor to make performance comparisons between trusts with different
dividend policies.
2025 2024
Opening NAV per share (pence) 155.59 168.15
Closing NAV per share (pence) 133.04 155.59
Change in year (14.49%) (7.47%)
Impact of dividend reinvestments 7.32% 7.77%
Total return (7.17%) 0.30%
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Directors and Advisers
Directors Howard Myles (Chairman)
Andrew Watkins (Audit Committee Chairman)
Denise Hadgill
Investment Manager Chelverton Asset Management Limited
11 Laura Place
Bath BA2 4BL
Tel: 01225 483030
Company Secretary/ Apex Fund Administration Services (UK) Limited
Administrator and Hamilton Centre
Registered Office Rodney Way
Chelmsford
Essex CM1 3BY
Tel: 01245 398950
Registrar and Share Registrars Limited
Transfer Office 3 Millennium Centre
Crosby Way
Farnham
Surrey GU9 7XX
Tel: 01252 821390
www.shareregistrars.uk.com
Auditor Johnston Carmichael LLP
227 West George Street
Glasgow G2 2ND
Tel: 0141 222 5800
www.jcca.co.uk
Broker Shore Capital
Cassini House
57 St James’s Street
London SW1A 1LD
Custodian Northern Trust
50 Bank Street
London E14 5NT
86
Chelverton UK Dividend Trust PLC
Notice of Annual General Meeting
This document is important and requires your immediate attention. If you are in any doubt as to what
action you should take, you are recommended to seek your own financial advice fr
om your stockbroker or
other independent adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in Chelverton UK Dividend Trust PLC, please
forward this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or
other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be held at 11.00
am on Wednesday, 10 September 2025 at the offices of Chelverton Asset Management, Basildon House,
7 Moorgate, London EC2R 6AF for the following purposes:
Ordinary Business – Resolutions 1 to 8 will be proposed as Ordinary Resolutions
1 To receive the Strategic Report, Directors’ Report, Auditor’s Report and the audited financial statements
for the year ended 30 April 2025.
2 To receive and approve the Directors’ Remuneration Report for the year ended 30 April 2025.
3 To re-elect Mr Myles as a Director.
4 To re-elect Mr Watkins as a Director.
5 To re-elect Ms Hadgill as a Director
6 To reappoint Johnston Carmichael LLP as the Company’s Auditor.
7 To authorise the Directors to determine the remuneration of the Company’s Auditor.
Special Business
To consider and, if thought fit, to pass the following Resolutions of which Resolution 8 will be proposed as
an Ordinary Resolution and Resolutions 9 to 11 will be proposed as Special Resolutions:
8 THAT the Directors be and are hereby generally and unconditionally authorised pursuant to Section
551 of the Companies Act 2006 (‘the Act’) (in substitution for any existing allotment authorities, provided
that such substitution shall not have retrospective effect) to exercise all the powers of the Company to
allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company
(‘the Rights’) up to an aggregate nominal value equal to £841,875, being 15% of the issued Ordinary
share capital as at 10 July 2025, during the period commencing on the date of the passing of this
Resolution and expiring (unless previously renewed, varied or revoked by the Company in general
meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026, or 15
months from the passing of this Resolution, whichever is earlier (the ‘Period of Authority’), but so that
the Directors may, at any time prior to the expiry of the Period of Authority, make offers or agreements
which would or might require shares to be allotted and/or Rights to be granted after the expiry of the
Period of Authority and the Directors may allot shares or grant Rights in pursuance of such offers or
agreements as if the authority had not expired.
9 THAT, subject to the passing of Resolution 8 above, the Directors of the Company be and they are
hereby empowered pursuant to Section 570 and Section 573 of the Act to allot equity securities (within
the meaning of Section 560 of the Act) or sell shares held in Treasury (within the meaning of Section
560(3) of the Act) for cash pursuant to the authority conferred by Resolution 8 above as if Section 561(1)
of the Act did not apply to any such allotment, provided that this power shall be limited to:
87
a) the allotment of equity securities in connection with a rights issue, open offer or any other offer in
favour of Ordinary shareholders where the equity securities respectively attributable to the interests
of all Ordinary shareholders are proportionate (as nearly as may be) to the respective number of
Ordinary shares held by them subject to such exclusions or other arrangements as the Directors may
deem fit to deal with fractional entitlements, r
ecord dates, legal, regulatory or practical problems
arising under the laws of any overseas territory or the requirements of any regulatory authority or
any stock exchange; and
b) to the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to 10% of
the issued Ordinary share capital, representing 2,245,000 Ordinary shares as at 2 July 2025.
and shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026,
or 15 months from the passing of this Resolution, whichever is earlier, save that the Company may before
such expiry make offers, agreements or arrangements which would or might require equity securities
to be allotted after such expiry and so that the Directors of the Company may allot equity securities in
pursuance of such offers, agreements or arrangements as if the power conferred hereby had not expired.
10 THAT the Company is hereby generally and unconditionally authorised in accordance with Section 701
of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary
shares of 25p each in the capital of the Company (‘Ordinary shares’) for cancellation or for placing into
Treasury provided that:
a) the maximum aggregate number of Ordinary shares authorised to be acquired is 3,365,255, or if
less, 14.99% of the Ordinary shares in issue and in circulation immediately following the passing of
this Resolution;
b) the minimum price which may be paid for each Ordinary share is 25p (exclusive of expenses);
c) the maximum price which may be paid for each Ordinary share is, in respect of a share contracted
to be purchased on any day, an amount which shall not be more than the higher of (i) 5% above the
average of the middle market quotations (as derived from the Daily Official List of the London Stock
Exchange) of the Ordinary shares for the five business days immediately pr
eceding the date on which
the Ordinary share is purchased, and (ii) the higher of the price of the last independent trade and
the highest current independent bid on the London Stock Exchange;
d) this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of
the Company or, if earlier, 15 months from the date on which this Resolution is passed; and
e) any Ordinary shares bought back under the authority hereby granted may, at the discretion of the
Directors, be cancelled or held in treasury and, if held in treasury, may be cancelled at the discretion
of the Directors.
11 THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear
days’ notice.
By order of the Board Registered office:
Apex Fund Administration Services (UK) Limited Hamilton Centre
Company Secretary Rodney Way
10 July 2025 Chelmsford CM1 3BY
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Chelverton UK Dividend Trust PLC (continued)
Explanatory notes to the notice of meeting
Ordinary shareholders have the right to attend, speak and vote at the forthcoming Annual General
Meeting or at any adjournment(s) thereof. In order to exercise all or any of these rights you should read
the following explanatory notes to the business of the Annual General Meeting.
Notes
1. A member entitled to attend, vote and speak at this meeting may appoint one or more persons as his/her proxy to
attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. If multiple
proxies are appointed they must not be appointed in respect of the same shares. To be effective, the enclosed proxy
form, together with any power of attorney or other authority under which it is signed or a certified copy thereof,
should be lodged at the office of the Company’s Registrar, Share Registrars Limited, 3 The Millennium Centre, Crosby
Way, Farnham, Surrey GU9 7XX not later than 48 hours before the time of the meeting. The appointment of a proxy
will not prevent a member from attending the meeting and voting and speaking in person if he/she so wishes. A
member present in person or by proxy shall have one vote on a show of hands and on a poll shall have one vote for
every Ordinary share of which he/she is the holder.
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall
be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be
determined by the order in which the names of the holders stand in the register.
Any question relevant to the business of the Annual General Meeting may be asked at the meeting by anyone
permitted to speak at the meeting. You may alternatively submit your question in advance by letter addressed to
the Company Secretary at the registered office.
2. A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to
enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the shareholder by
whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the
Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise
it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of
voting rights.
3. The statements of the rights of members in relation to the appointment of proxies in Note 1 above do not apply to
a Nominated Person. The rights described in that Note can only be exercised by registered members of the
Company.
4. As at 2 July 2025 (being the last business day prior to the publication of this notice) the Company’s issued share
capital amounted to 22,450,000 Ordinary shares carrying one vote each.
5. The Company specifies that only those Ordinary shareholders registered on the Register of Members of the Company
as at 11.00 am on 8 September
2025
(or in the event that the meeting is adjourned, only those Ordinary shareholders
registered on the Register of Members of the Company as at 11.00 am on the day which is 48 hours prior to the
adjourned meeting) shall be entitled to attend in person or by proxy and vote at the Annual General Meeting in
respect of the number of Ordinary shares registered in their name at that time. Changes to entries on the Register of
Members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
6. In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the
business being dealt with at the meeting put by a member attending the meeting to be answered. No such answer
need be given if:
a) to do so would:
i) interfere unduly with the preparation for the meeting; or
ii) involve the disclosure of confidential information;
b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
89
7. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the
corporation could exercise if it were an individual member of the Company (provided, in the case of multiple
corporate representatives of the same corporate shareholder, they are appointed in respect of different shares owned
by the corporate shareholder or, if they are appointed in respect of those same shares, they vote those shares in the
same way). To be able to attend and vote at the meeting, corporate representatives will be required to produce,
prior to their entry to the meeting, evidence satisfactory to the Company of their appointment. Corporate
shareholders can also appoint one or more proxies in accordance with Note 1. On a vote on a Resolution on a show
of hands, each authorised person has the same voting rights to which the corporation would be entitled.
On a vote on a Resolution on a poll, if more than one authorised person purports to exercise a power in respect of
the same shares:
a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way;
b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.
8.
You can register your vote(s) for the AGM either:
• by visiting www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then following the on-screen
instructions;
• by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX
using the proxy form accompanying this notice;
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with
the procedures set out in note 9 below.
9. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service
may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should
refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear’s specifications and must
contain the information required for such instructions, as described in the CREST Manual. The message, in order to
be valid, must be transmitted so as to be received by the Company’s agent (ID 7RA36) by the latest time for receipt
of proxy appointments specified in Note 1 above. For this purpose, the time of receipt will be taken to be the time
(as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s
agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through CREST should be communicated to the appointee through
other means.
CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear
does not make available special procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or
has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of
the Uncertificated Securities Regulations 2001.
90
Chelverton UK Dividend Trust PLC (continued)
10. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under
Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting
out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s Report and the conduct
of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor
of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in
accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting
any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006.
Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006,
it must forward the statement to the Company’s auditor not later than the time when it makes the statement available
on the website. The business which may be dealt with at the Annual General Meeting includes any statement that
the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
11. Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to
members of the Company entitled to receive notice of the Annual General Meeting, notice of a Resolution which
those members intend to move (and which may properly be moved) at the Annual General Meeting. A Resolution
may properly be moved at the Annual General Meeting unless (i) it would, if passed, be ineffective (whether by
reason of any inconsistency with any enactment or the Company’s constitution or otherwise); (ii) it is defamatory of
any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic
form, must identify the Resolution of which notice is to be given, must be authenticated by the person(s) making it
and must be received by the Company not later than six weeks before the date of the Annual General Meeting.
12. Members satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company to include
in the business to be dealt with at the Annual General Meeting any matter (other than a proposed Resolution) which
may properly be included in the business at the Annual General Meeting. A matter may properly be included in the
business at the Annual General Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A
request made pursuant to this right may be in hard copy or electronic form, must identify grounds for the request,
must be authenticated by the person(s) making it and must be received by the Company not later than six weeks
before the date of the Annual General Meeting.
13. The Annual Report incorporating this notice of Annual General Meeting and, if applicable, any members’ statements,
members’ Resolutions or members’ matters of business received by the Company after the date of this notice will
be available on the Company’s website www.chelvertonam.com.
14. None of the Directors has a contract of service with the Company.
91
ASSET MANAGEMENT
CHELVERTON
C