Annual Report • Apr 19, 2024
Annual Report
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dunedinincomegrowth.co.uk Dunedin Income Growth Investment Trust PLC Annual Report 31 January 2024 Targeting income and long-term growth from mainly UK companies chosen for their quality and commitment to improving sustainability Dunedin Income Growth Investment Trust PLC 1 “The NAV total return of 6.7% outperformed the FTSE All-Share Index return of 1.9%, resulting in the Company ranking top of the AIC UK Equity Income sector by NAV total return for the year.” David Barron, Chairman “The portfolio remains highly differentiated compared to both peers and its benchmark. It remains the only UK Equity Income investment trust with a formal sustainability approach.” Ben Ritchie and Rebecca Maclean, abrdn Investments Limited 2 Dunedin Income Growth Investment Trust PLC Scan the QR Code below to register for email alerts relating to the Company: THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended by the Financial Services Act 2012) if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser. If you have sold or otherwise transferred all your Ordinary shares in Dunedin Income Growth Investment Trust PLC, please forward this document, together with the accompanying documents immediately to the purchaser or transferee, or to the stockbroker, bank or agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Overview Company Summary 3 Performance Highlights 4 Financial Calendar 5 Financial Highlights 6 Strategic Report Chairman’s Statement 8 Overview of Strategy 12 Promoting the Success of the Company 19 Performance 22 Investment Process 26 Investment Manager’s Review 34 Information About the Investment Manager 37 Portfolio Ten Largest Investments 40 Portfolio 41 Portfolio Sector Breakdown 43 Sector Analysis 44 Investment Case Studies 46 Governance Board of Directors 50 Directors’ Report 53 Directors’ Remuneration Report 61 Audit Committee’s Report 65 Financial Statements Statement of Directors’ Responsibilities 70 Independent Auditor’s Report 71 Statement of Comprehensive Income 79 Statement of Financial Position 80 Statement of Changes in Equity 81 Statement of Cash Flows 82 Notes to the Financial Statements 83 Other Information Investor Information 104 Glossary of Terms 106 Your Company’s History 109 Share Capital History 110 AIFMD Disclosures (Unaudited) 111 Alternative Performance Measures 112 General Notice of Annual General Meeting 116 Contact Addresses 125 Contents Dunedin Income Growth Investment Trust PLC 3 Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements Built to help your returns keep pace with the cost of living Searching out the UK and European companies shaping a better future Actively investing to bring together what we believe are the best opportunities Long term growth Reliable quarterly income To capture long-term growth, the Investment Manager looks across the UK and Europe to find companies, from major multi-nationals to dynamic smaller companies, benefiting from major economic trends such as energy transition, digitisation, shifting demographics and changing consumer behaviour. To keep delivering a reliable and growing quarterly income, the team invests in well-managed, financially healthy companies with robust earnings potential. A sustainable focus Robust financial returns By using a range of forward-looking tools to interrogate Environmental, Social and Governance (“ESG”) practices, theInvestment Manager looks to ensure that every company it invests in is leading on sustainability today or taking steps to lead the way tomorrow. By applying these stringent criteria, the Company is dedicated to delivering robust financial returns for investors – and helping to shape a better future for everyone. Company Summary 4 Dunedin Income Growth Investment Trust PLC Net asset value total return AB Earnings per share (revenue) +6.7% 13.5 p 2023 +2.4% 2023 13.0p Ongoing charges A Share price total return A 0.64% ( 1.6 ) % 2023 0.64% 2023 (0.9)% Discount to net asset value AB Dividends per Ordinary share 10.7% 13.75 p 2023 2.9% 2023 13.10p A Alternative Performance Measure (see pages 112 to 114). B With debt at fair value, dividends reinvested (see page 94). Net Asset Value per share – debt at fair value Share price Dividends per share At 31 January – pence At 31 January – pence Year ended 31 January - pence 312.2 297.6 309.0 302.8 309.0 20 21 22 23 24 301.0 287.0 310.0 294.0 276.0 20 21 22 23 24 12.70 12.80 12.90 13.10 13.75 20 21 22 23 24 Performance Hi g hli g hts Dunedin Income Growth Investment Trust PLC 5 Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements Calendar Online shareholder presentation 7 May 2024 Annual General Meeting (London) 23 May 2024 Expected payment dates of quarterly dividends 31 May 2024 30 August 2024 29 November 2024 28 February 2025 Half year end 31 July 2024 Expected announcement of results for the six months ending 31 July 2024 September 2024 Financial year end 31 January 2025 Expected announcement of results for the year ending 31 January 2025 April 2025 Financial Calendar 6 Dunedin Income Growth Investment Trust PLC 31 January 2024 31 January 2023 % change Total assets (£’000) (see page 108 for definition) 488,867 492,105 (0.66) Equity shareholders’ funds (£’000) 445,815 448,605 (0.62) Market capitalisation (£’000) 403,437 435,898 (7.45) Net asset value per Ordinary share 304.99p 302.57p +0.80 Net asset value per Ordinary share with debt at fair value A 308.98p 302.80p +2.04 Share price (mid) 276.00p 294.00p (6.12) FTSE All-Share Index 4,173.06 4,255.72 (1.94) Discount (difference between share price and net asset value) Discount where borrowings are deducted at fair value A 10.67% 2.91% Gearing (see page 107 for definition) Net gearing A 6.79% 7.11% Dividends and earnings Total return per share 15.45p 1.92p Revenue return per share 13.54p 13.02p +4.03 Total dividend per share for the year 13.75p 13.10p +4.96 Dividend cover A 0.99 0.99 Revenue reserves Prior to payment of third and final dividends B 16.34p 16.07p After payment of third and final dividends BC 8.99p 8.97p Operating costs Ongoing charges AD 0.64% 0.64% A Considered to be an Alternative Performance Measure as defined on pages 112 and 113. B Calculated by dividing the revenue reserve per the Statement of Financial Position on page 80 by the number of shares in issue at the reporting date per note 16 on page 93. C Third interim dividend for the year ended 31 January 2024 of 3.2p per share (2023 – 3.00p). Final dividend for the year ended 31 January 2024 of 3.83p per share (2023 – final dividend of 4.10p). See note 16 on page 93 for further details. D Calculated in accordance with the latest AIC guidance issued in October 2020 to increase the scope of reporting the look-through costs of holdings in investment companies. Financial Hi g hli g hts Dunedin Income Growth Investment Trust PLC 7 Strategic Report The Company is an investment trust with a premium listing on the London Stock Exchange. The Company’s objective is to achieve growth of income and capital from a portfolio invested mainly in companies listed or quoted in the United Kingdom that meet the Company’s sustainable and responsible investing criteria as set by the Board. 9.9% of the Company’s total assets are invested in the Pharmaceuticals and Biotechnology sub-sector. 8 Dunedin Income Growth Investment Trust PLC I am pleased to present the Annual Report for Dunedin Income Growth Investment Trust for the year ended 31 January 2024 and to report that our Company’s net asset value (“NAV”) total return outperformed both the benchmark and peers for the year. · NAV total return of 6.7%, outperforming the FTSE All-Share Index return of 1.9%, resulting in the Company ranking top of the AIC UK Equity Income sector by NAV total return for the year. · Five year NAV total return of 43.8%, with the Company ranking 3rd out of 20 in the AIC UK Equity Income sector by NAV total return. · Record revenue return for the year of 13.54p per share, an increase of 4.0%. · Total dividend for the year of 13.75p per share, an increase of 5.0% which compares to the CPI increase of 4.0%. Performance After the rapid tightening of monetary policy and dramatic geopolitical and domestic political events of 2022, the reporting period this year provided a more stable investment environment and one that provided fewer headwinds to the Company’s investment strategy. As a result, the portfolio’s total return exceeded that of the FTSE All-Share Index and, in the process, delivered a positive absolute return. Whilst performance of the portfolio, which is highly active and differentiated from our benchmark, should be considered over longer time periods, this year’s performance represents a welcome return to outperformance after two years in which the Investment Manager’s strategic focus on high quality companies with an emphasis on dividend growth and sustainability had proven something of a challenge in a market that had favoured more value orientated investment styles and seen strong returns from commodity related sectors. Over the longer term, the Company has delivered a NAV total return of 43.8% over five years compared to the benchmark return of 30.4%, and over that period ranks 3rd out of 20 in the AIC UK Equity Income sector by NAV total return. The Board recognises the importance of the dividend return to shareholders and we are pleased to report that the portfolio has seen continued revenue growth, with revenue earnings per share reaching another record high, at the upper end of our original expectations for the year. The NAV total return of the Company remains ahead of the benchmark and peers over both the short and longer term. The main frustration in the period has been the widening of the discount at which the Company’s shares are trading to NAV. Particularly as this now represents a wider discount than the average of the UK Equity Income sector, despite stronger performance. Alongside that, the portfolio remains highly differentiated to its peer group, offering a highly active, relatively concentrated strategy, with a sustainability overlay that remains unique within the sector and rare within the wider investment trust universe. “The portfolio remains highly differentiated to its peer group, with a sustainability overlay that remains unique within the sector and rare within the wider investment trust universe.” We remain committed to the sustainability ambitions of the Company and believe it is the right approach when investing for the long term and to deliver sustainable and growing dividends. We expect that investors will return their focus towards this segment of the market as environmental and social risks rise and asset owners turn their attention to the impact of their holdings. For the Investment Manager, this is about both avoiding risks and taking advantage of opportunities such as investing behind the powerful demand trends stemming from the climate transition. Earnings and Dividend Investment income increased by 4.6% during the year, reflecting good progress in dividend distributions from companies in the portfolio. The revenue return per share increased by 4.0%, reaching an all-time high of 13.54p, growing slightly less than income due primarily to higher finance costs given increases in interest rates. Chairman’s Statement Dunedin Income Growth Investment Trust PLC 9 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Having paid three quarterly dividends of 3.2p per share, the Board is proposing a final dividend of 4.15p per share, payable on 31 May 2024 to shareholders on the register on 3 May 2024. This will make a total dividend of 13.75p per share for the year, an increase of 5.0% on last year and ahead of the rate of inflation of 4.0% as measured by CPI. This represents a welcome return to dividend growth in real terms after two years of exceptionally high inflation and will be the 40th year out of the past 44 that the Company has grown its dividend, with the distribution maintained in the other four years. Furthermore, having increased the dividend in every year since 2011, the Company is classified as a ‘next generation of dividend heroes’ by the Association of Investment Companies, being one of the 33 investment trusts that have raised their dividend for 10 to 19 consecutive years. “The revenue return per share increased by 4.0%, reaching an all-time high of 13.54p.” Following payment of the final dividend, we will have utilised 0.21p per share of the Company’s revenue reserves to meet dividends declared for this financial year, meaning that 9.0p per share will be available to support future distributions. This represents approximately 65% of the current annual dividend cost. The net revenue earned during the financial year covers 98.5% of the proposed dividend cost for the year. The Company has drawn 2.84p per share from revenue reserves since January 2019, both through the strategic transition away from higher yielding, lower growth companies and, particularly in 2020/21, to support the dividend through a period of extraordinary market disruption when 1.9p per share was utilised from revenue reserves following the impact of the Covid pandemic on the portfolio. It is worth noting that, given its long history, the Company is in a favourable position of having the ability to pay dividends out of realised capital reserves which exceeded £300 million at the year end, forming a significant part of equity shareholders’ funds. The increased dividend of 13.75p per share represents a yield of 5.0% based on the share price of 276p at the end of the year, compared to a notional yield of 4.0% from the FTSE All-Share Index. Our distribution policy remains to grow the dividend faster than inflation over the medium term and, with the Company’s robust revenue and capital reserves and the healthy underlying dividend and earnings growth of the companies within the portfolio, we believe that the policy remains very well supported. “The increased dividend of 13.75p per share represents a yield of 5.0% based on the share price of 276p at the end of the year.” Comments on SDR The Board notes the FCA’s recent regulation on sustainability disclosures, including product labelling and presentation of sustainable credentials by UK funds, including investment trusts; the Sustainable Disclosure Regime (‘SDR”). The Board is considering the implications of this for the Company, which is one of the few UK investment trusts to adopt a sustainable investment approach. It is worth noting that the decision to formally adopt the sustainable investment approach in 2021 was very much an evolution of our investment approach which focuses on quality companies capable of delivering superior total returns with growing income, rather than a response to heightened levels of investor interest. The Board will continue to ensure that our approach and process are described in terms that meet all facets of UK regulation and we are confident that our successful, differentiated investment approach will not have to change in any material respect as a result of the introduction of this regulation. Gearing The Board believes that the sensible use of modest financial gearing, whilst amplifying market movements in the short term, will enhance returns of both capital and income to shareholders over the long term. We also recognise the benefit that having a reasonable proportion of long-term fixed rate funding provides to managing the Revenue Account, through greater certainty over financing costs. The Company currently employs two sources of gearing; the £30 million loan notes maturing in 2045, and a £30 million multi-currency revolving credit facility that expires in July 2024. A Sterling equivalent of £13.3 million of the revolving credit facility was drawn down at the year end. The loan notes bear a fixed interest rate of 3.99% and the multi-currency facility is at a variable rate, and thus the costs of borrowing have increased compared to the prior year. 10 Dunedin Income Growth Investment Trust PLC With debt valued at par, the Company’s net gearing decreased from 7.1% to 6.8% during the year. This decline was due to holding a higher cash balance at the year end and a small reduction in borrowings due to the impact of foreign exchange translation. The Board believes this remains a relatively conservative level of gearing and, with part of the revolving credit facility undrawn, this provides the Company with financial flexibility should opportunities to deploy additional capital arise. Discount The share price total return for the year of -1.6% was significantly lower than the NAV total return, reflecting a move in the discount from 2.9% at the end of last year to 10.7% as at 31 January 2024 (on a cum-income basis with borrowings stated at fair value). In response to this widening during the year, 2.1 million shares were bought back at an average price of £2.69, well below the NAV. The Board believes a consistent rating of the Company’s shares close to the underlying asset value is of significant benefit to shareholders. As well as a strong focus on execution of the investment strategy, the Board continues to support efforts to attract new investors and retain existing ones through clear messaging and regular engagement with investors. We are confident that the company’s strong performance, attractive dividend profile and differentiated positioning are a good basis to support a strong rating for the Company’s shares over the medium term. We will continue to use the buyback facility to provide liquidity and address the imbalances between buyers and sellers. Continued good performance and a renewal of broadly based interest in UK equity markets will, we believe, place the Company’s shares back on a rating that reflects its performance. As in previous years, we will seek shareholders’ permission at the forthcoming AGM to buy back shares and issue new shares. Annual General Meeting and Online Shareholder Presentation AGM The AGM will be held at 12 noon on Thursday 23 May 2024 at the offices of abrdn, 18 Bishops Square, London E1 6EG. The meeting will include a presentation from the Investment Manager and will be followed by lunch. We encourage all shareholders to complete and return the Proxy Form enclosed with the Annual Report so as to ensure that your votes are represented at the meeting. If you hold your shares in the Company via a share plan or a platform and would like to attend and/or vote at the AGM, then you will need to make arrangements with the relevant administrator. We recognise that many shareholders who previously held the Company’s shares through the abrdn Savings Schemes now hold their shares through the Interactive Investor platform. Where we have contact details, abrdn will keep you up to date with information relating to the Company, including regarding the AGM. You can also register for email alerts relating to the Company, including links to videos and podcasts by the portfolio managers, articles on the Company and notification of publication of interim and annual results. You can register by scanning the QR Code on the Contents Page of this Annual Report or by registering here: www.dunedinincomegrowth.co.uk. We would encourage all shareholders to register for updates. In addition, the Association of Investment Companies has included helpful information on its website explaining how platform customers can attend and vote at an AGM: www.theaic.co.uk/how-to-vote-your-shares. Should you wish to receive any information directly from the Company, or request to receive a hard copy of this and future Annual Reports, please contact the Company Secretary at [email protected] The Notice of Meeting is contained on pages 116 to 121. Online Shareholder Presentation In order to encourage as much interaction as possible with our shareholders, and especially for those who are unable to attend the AGM, we will also be hosting an Online Shareholder Presentation, which will be held at 10.00 am on Tuesday 7 May 2024. At this event you will receive a presentation from the Investment Manager and have the opportunity to ask live questions of the Chairman and the Investment Manager. The online presentation is being held ahead of the AGM to allow shareholders to submit their proxy votes subsequently. Full details on how to register for the online event can be found at: https://bit.ly/abrdn-Dunedin-Income-2024 Details are also contained on the Company’s website. Board Succession It is the Company’s stated policy that Directors should stand down after nine years on the Board. Jasper Judd, who is Chairman of the Audit Committee, and I, both joined the Board in February 2016. Accordingly, we will stand down from the Board at the conclusion of the Company’s AGM in 2025. The Board will recruit a further Director during the course of this financial year who, it is intended, will take over from Jasper as Chairman of the Audit Committee. The number of Directors will therefore Chairman’s Statement Continued Dunedin Income Growth Investment Trust PLC 11 Strategic Report Governance Overview General Portfolio Other Information Financial Statements increase to six for a short period to allow for an orderly handover and smooth succession. Howard Williams, who has been a Director since April 2018, will succeed me as Chair of the Company and it is the Board’s intention to recruit a fifth Director in 2025 to bring the number of Directors back to five. Outlook The Company has a clear focus on generating both total return and dividend growth while formally incorporating sustainability into its mandate. The Board believes that this is the correct strategy to deliver capital outperformance and dividend growth over the longer term. Having weathered a volatile economic and political environment over the past few years, we believe that there are now reasons for cautious optimism for the Company’s relative performance to continue to prove robust. “The Board is confident that the Company is well-positioned to continue to deliver relative total return outperformance over the medium and long term. This, combined with the return to growing the dividend ahead of inflation should enable the Company’s shares to trade closer to NAV.” Inflationary pressures have eased substantially, paving the way for the Bank of England to potentially cut interest rates at some point in 2024. The global economy, while far from booming, is continuing to prove relatively robust, despite substantial tightening in monetary policy and very subdued Chinese output. Sustainability is coming back onto investors’ radars as environmental, social and governance increasingly impact investment cases. Meanwhile, the market valuations of UK and European equities are extremely attractive on an absolute and relative basis. This all potentially points to an environment that can both support earnings delivery and an expansion in equity multiples which could drive attractive total returns to investors. While declining interest rates may also help to narrow the discount at which your Company’s shares trade. We also believe that the Investment Manager’s focus on sustainable companies means that the income growth of the Company should be driven more by structural rather than cyclical growth and that gives the Investment Manager a higher degree of confidence on the likely path of income generation. This should help to underpin earnings delivery even in an environment where economic growth remains modest, while the balance of the portfolio means it is well set to navigate volatile markets and demonstrate resilience in a range of different market environments. There are a number of reasons to be watchful. Elections at home and abroad will generate plenty of speculation and debate and, while inflationary pressures have eased, they are still at elevated levels compared to central bank targets. Likewise, geopolitical tensions continue to persist across the Middle East, Russia continues with its invasion of Ukraine and China’s relationship with Taiwan remains tense. As a result, we think it is important to maintain a relatively well-balanced portfolio and the Investment Manager’s focus on investing in companies with pricing power, strong balance sheets and with greater exposure to structural, rather than cyclical, growth should offer greater resilience in both capital and income generation. The Company’s track record over the past five years with this strategy remains highly creditable. The Board is confident that the Company is well- positioned to continue to deliver relative total return outperformance over the medium and long term. This, combined with the return to growing the dividend ahead of inflation, should enable the Company’s shares to trade closer to NAV. David Barron Chairman 3 April 2024 12 Dunedin Income Growth Investment Trust PLC Business The Company is an investment trust with a premium listing on the London Stock Exchange. Investment Objective The Company’s objective is to achieve growth of income and capital from a portfolio invested mainly in companies listed or quoted in the United Kingdom that meet the Company’s sustainable and responsible investing criteria as set by the Board. Investment Policy In pursuit of its objective, the Company's investment policy is to invest in high quality companies with strong income potential and providing an above-average portfolio yield. The Company may only make material changes to its investment policy (including the level of gearing set by the Board) with the approval of shareholders in the form of an ordinary resolution. Risk Diversification The Company maintains a diversified portfolio consisting, substantially, of equity or equity-related securities, and it can invest in other financial instruments. The Company is invested mainly in companies listed or quoted in the United Kingdom and can invest up to 25% of its gross assets overseas. It is the policy of the Company to invest no more than 15% of its gross assets in other listed investment companies and no more than 15% of its gross assets in any one company. Gearing The Board is responsible for determining the gearing strategy for the Company, with day-to-day gearing decisions being made by the Manager within the remit set by the Board. The Board has set its gearing limit at a maximum of 30% of the net asset value at the time of draw down. Gearing is used selectively to leverage the Company's portfolio in order to enhance returns where and to the extent considered appropriate. Delivering the Investment Objective The Directors are responsible for determining the Company’s investment objective and investment policy. Day-to-day management of the Company’s assets has been delegated, via the AIFM, to the Investment Manager. Investment Process The Investment Process adopted by the Investment Manager is contained on pages 26 to 33. Benchmark The Company’s benchmark is the FTSE All-Share Index (total return). Performance is measured on a net asset value total return basis over the long-term. Promoting the Success of the Company The Board’s statement on pages 19 to 21 describes how the Directors have discharged their duties and responsibilities over the course of the financial year under section 172 (1) of the Companies Act 2006 and how they have promoted the success of the Company for the benefit of the members as a whole. Overview of Strate g y Dunedin Income Growth Investment Trust PLC 13 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Key Performance Indicators (“KPIs”) The Board uses a number of financial performance measures to assess the Company’s success in achieving its objective and determining the progress of the Company in pursuing its investment policy. The main KPIs are shown in the table below. KPI Description Performance of NAV against benchmark index and comparable investment trusts The Board measures the Company’s NAV total return performance against the total return of the benchmark index – the FTSE All-Share Index. The figures for this year and for the past three and five years, and a graph showing performance against the benchmark index over the past five years are shown on page 22. The Board also monitors performance relative to a peer group of investment trusts which have similar objectives, policies and yield characteristics. Revenue return per Ordinary share The Board monitors the Company’s net revenue return. The revenue returns per Ordinary share for each of the past 10 years are set out on page 24. Dividend per Ordinary share The Board monitors the Company’s annual dividends per Ordinary share. The dividends per share for each of the past 10 years are set out on page 24. Share price performance The Board monitors the performance of the Company’s share price on a total return basis. The returns for this year and for the past three and five years, and a graph showing the share price total return performance against the benchmark index over the past five years are shown on page 22. Premium/discount to NAV The premium/discount of the share price relative to the NAV per share is monitored by the Board. The discount at the year end and at the end of the previous year are disclosed on page 6. Ongoing charges The Board monitors the Company’s operating costs carefully. Ongoing charges for the year and the previous year are disclosed on page 6. 14 Dunedin Income Growth Investment Trust PLC Principal Risks and Uncertainties The Board carries out a regular review of the risk environment in which the Company operates, changes to the environment and individual risks. The Board also considers emerging risks which might affect the Company. The Board receives updates from the Manager on the risks that could affect the Company. The Board has carried out a robust assessment of the Company’s principal and emerging risks, which include those that would threaten its business model, future performance, solvency, liquidity or reputation. The principal risks and uncertainties facing the Company at the current time, together with a description of the mitigating actions the Board has taken, are set out in the table below. In addition to those principal risks and uncertainties, the Board considers that the development of Artificial Intelligence (“AI”) presents potential risks to businesses in almost every sector. The extent of the risk presented by AI is extremely hard to assess at this point but the Board considers that it is an emerging risk and, together with the Manager, will monitor developments in this area. There are a number of other risks which, if realised, could have a material adverse effect on the Company and its financial condition, performance and prospects. These include a number of existing geo-political risks. The Board is also conscious of the impact of inflation and higher interest rates on financial markets. The principal risks associated with an investment in the Company’s shares are published monthly in the Company’s factsheet and they can be found in the pre-investment disclosure document (“PIDD”) published by the Manager, both of which are available on the Company’s website. Risk Mitigating Action Investment objectives - a lack of demand for the Company’s shares could result in a widening of the discount of the share price to its underlying NAV and a fall in the value of its shares. Board review. The Board formally reviews the Company’s objectives and strategies for achieving them on an annual basis, or more regularly if appropriate. Shareholder communication. The Board is cognisant of the importance of regular communication with shareholders. Directors attend meetings with the Company’s largest shareholders and meet other shareholders at the Annual General Meeting and, as explained in the Chairman’s Statement, the Company will hold an online shareholder presentation in advance of the Annual General Meeting this year including the opportunity for an interactive question and answer session. The Board reviews shareholder correspondence and investor relations reports and also receives feedback from the Company’s Stockbroker. Discount monitoring. The Board, through the Manager, keeps the level of discount under constant review. The Board is responsible for the Company’s share buy back policy and is prepared to authorise the use of share buy backs to provide liquidity to the market and try to limit any widening of the discount. Investment strategies - the Company adopts inappropriate investment strategies in pursuit of its objectives which could result in investors avoiding the Company’s shares, leading to a widening of the discount and poor investment performance. Adherence to investment guidelines. The Board sets investment guidelines and restrictions which the Manager follows, covering matters such as asset allocation, diversification, gearing, currency exposure and use of derivatives, as well as the Company’s sustainable and responsible investment criteria. These guidelines are reviewed regularly and the Manager reports on compliance with them at Board meetings. Diversification. In order to ensure adequate diversification, the Board has set absolute limits on maximum holdings and exposures in the portfolio at the time of investment, which are in addition to the limits contained in the Company’s investment policy, including the following: · No more than 10% of gross assets to be invested in any single stock; and · The top five holdings should not account for more than 40% of gross assets. Continued Overview of Strate g y Dunedin Income Growth Investment Trust PLC 15 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Risk Mitigating Action Investment performance - the appointment or continuing appointment of an investment manager with inadequate resources, skills or expertise or which makes poor investment decisions. This could result in poor investment performance, a loss of value for shareholders and a widening discount. Monitoring of performance. The Board meets the Investment Manager on a regular basis and keeps under close review (inter alia) its resources and adherence to investment processes. The Board also keep under review the adequacy of risk controls and investment performance. Management Engagement Committee. A detailed formal appraisal of the Manager is carried out annually by the Management Engagement Committee. Income/dividends - the Company adopts an unsustainable dividend policy resulting in cuts to or suspension of dividends to shareholders, or one which fails to meet investor demands. Revenue forecasting and monitoring. The Manager presents detailed forecasts of income and expenditure covering both the current and subsequent financial years at Board meetings. Dividend income received is compared to forecasts and variances analysed. Use of reserves. The Company has built up revenue reserves which are available to smooth dividend distributions to shareholders should there be a shortfall in revenue returns. The Company also has the ability to fund dividend distributions from realised capital reserves. Financial/market - insufficient oversight or controls over financial risks, including market risk, foreign currency risk, liquidity risk and credit risk could result in losses to the Company. Management controls. The Manager has a range of procedures and controls relating to the Company’s financial instruments, including a review of investment risk parameters by its Investment Risk department and a review of credit worthiness of counterparties by its Counterparty Credit Risk team. Foreign currency hedging. It is not the Company’s policy to hedge foreign currency exposure but the Company may, from time to time, partially mitigate it by drawing down borrowings in foreign currencies. Board review. As stated above, the Board sets investment guidelines and restrictions which are reviewed regularly and the Manager reports on compliance with them at Board meetings. Further details of the Company’s financial instruments and risk management are included in note 19 to the financial statements. Gearing - gearing accentuates the effect of rises or falls in the market value of the Company’s investment portfolio on its NAV. An inappropriate level of gearing at a time of falling values could result in a significant fall in the value of the Company’s net assets and share price. Such a fall in the value of the Company’s net assets could result in a breach of loan covenants and trigger demands for early repayment or require investments to be sold to meet any shortfall. This could result in further losses. Gearing restrictions. The Board sets gearing limits within which the Manager can operate. Monitoring. Both the limits and actual levels of gearing are monitored on an ongoing basis by the Manager and at regular Board meetings. In the event of a possible impending covenant breach, appropriate action would be taken to reduce borrowing levels. Scrutiny of loan agreements. The Board takes advice from the Manager and the Company’s lawyers before approving details of loan agreements. Care is taken to ensure that covenants are appropriate and unlikely to be breached. Limits on derivative exposure. The Board has set limits on derivative exposures and positions are monitored at regular Board meetings. 16 Dunedin Income Growth Investment Trust PLC Risk Mitigating Action Regulatory - changes to, or failure to comply with, relevant regulations (including the Companies Act, The Financial Services and Markets Act, The Alternative Investment Fund Managers Directive, accounting standards, investment trust regulations, the Packaged Retail and Insurance-based Investment Product Regulations, the Listing Rules, Disclosure Guidance and Transparency Rules and Prospectus Rules) could result in fines, loss of reputation, reduced demand for the Company’s shares and potentially loss of an advantageous tax regime. Board awareness. The Directors have an awareness of the more important regulations and are provided with information on changes by the Association of Investment Companies. In terms of day to day compliance with regulations, the Board is reliant on the knowledge and expertise of the Manager. However, where necessary, the Board engages the service of external advisers. In addition, all Directors are encouraged to attend relevant training courses. Management controls. The Manager’s company secretariat and accounting teams use checklists to aid compliance and these are backed by the Manager’s compliance monitoring programme and risk based internal audit investigations. ESG Risks - failure of the Company to adhere to its sustainable and responsible investment criteria, or non-compliance with applicable regulations, could lead to a loss of investor confidence or accusations of greenwashing. Adherence to restrictions. The Board sets restrictions relating to the Company’s sustainable and responsible investment criteria, which the Investment Manager follows. These restrictions are reviewed regularly and the Investment Manager reports on compliance with them at Board meetings. Awareness of regulations. Through the Regulatory risk controls stated above, the Board is also aware of the relevant ESG regulations impacting the Company. Operational (including cyber-crime) - the Company is reliant on services provided by third parties (in particular those of the Manager and the Depositary) and any control gaps and failures in their operations could expose the Company to loss or damage. Agreements. Written agreements are in place defining the roles and responsibilities of all third party service providers. Internal control systems of the Manager. The Board receives reports on the operation and efficacy of the Manager’s IT and control systems, including those relating to cyber-crime, and its internal audit and compliance functions. Safekeeping of assets. The Depositary is ultimately responsible for the safekeeping of the Company’s assets and its records are reconciled to those of the Manager on a regular basis. Through a delegation by the Depositary, the Company’s investments and cash balances are held in segregated accounts by the Depositary. Monitoring of other third party service providers. The Manager monitors closely the control environments and quality of services provided by third parties, including those of the Depositary. This includes controls relating to cyber-crime and is conducted through service level agreements, regular meetings and key performance indicators. The Directors review reports on the Manager’s monitoring of third party service providers on a periodic basis. Geo-political – the impact of current and future geo-political events could result in losses to the Company. Board and Manager awareness. Geo-political events over which the Company has no control are always a risk. The Investment Manager’s focus on quality companies, the diversified nature of the portfolio and a managed level of gearing all serve to provide a degree of protection in times of market volatility. Geo-political risk is considered to have increased during the year as a result of heightened global tensions. The trend of other principal risks has not changed during the year. Overview of Strate g y Continued Dunedin Income Growth Investment Trust PLC 17 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Promotional Activities The Board recognises the importance of promoting the Company to prospective investors both for improving liquidity and enhancing the rating of the Company’s shares. The Board believes one effective way to achieve this is through subscription to, and participation in, the promotional programme run by abrdn on behalf of a number of investment trusts under its management. The Company’s financial contribution to the programme is matched by the Manager. The Company also supports the Manager’s investor relations programme which involves regional roadshows, promotional and public relations campaigns. The Manager’s promotional and investor relations teams report to the Board on a quarterly basis giving analysis of the promotional activities as well as updates on the shareholder register and any changes in the make-up of that register. The purpose of the promotional and investor relations programmes is both to communicate effectively with existing and prospective investors and to gain new shareholders, with the aim of improving liquidity and enhancing the value and rating of the Company’s shares. Communicating the long-term attractions of the Company is key. The promotional programme includes commissioning independent paid for research on the Company, most recently from Kepler Trust Intelligence. A copy of the latest research note is available from the Key Literature section of the Company's website. Environmental, Social and Human Rights Issues The Company has no employees as the Board has delegated the day to day management and administrative functions to the Manager. There are therefore no disclosures to be made in respect of employees. Modern Slavery Act Due to the nature of its business, being a company that does not offer goods and services to customers, the Board considers that the Company is not within the scope of the Modern Slavery Act 2015. The Company is therefore not required to make a slavery and human trafficking statement. In any event, the Board considers the Company’s supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter. Environmental, Social and Governance (“ESG”) Matters The Investment Manager’s Approach to ESG matters is included within the Investment Process on pages 26 to 33. The UK Stewardship Code and Proxy Voting The Company supports the UK Stewardship Code, and seeks to play its role in supporting good stewardship of the companies in which it invests. Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the Manager which has sub- delegated that authority to the Investment Manager. abrdn plc is a tier 1 signatory of the UK Stewardship Code which aims to enhance the quality of engagement by investors with investee companies in order to improve their socially responsible performance and the long term investment return to shareholders. While delivery of stewardship activities has been delegated to the Manager, the Board acknowledges its role in setting the tone for the effective delivery of stewardship on the Company’s behalf. The Board has also given discretionary powers to the Manager to exercise voting rights on resolutions proposed by the investee companies within the Company’s portfolio. The Manager reports on a quarterly basis on stewardship (including voting) issues. Global Greenhouse Gas Emissions The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. Under Listing Rule 15.4.29(R), the Company, as a closed ended investment company, is exempt from complying with the Task Force on Climate-related Financial Disclosures. The carbon intensity of the portfolio is shown on page 29. 18 Dunedin Income Growth Investment Trust PLC Viability Statement The Board considers that the Company, which does not have a fixed life, is a long term investment vehicle and, for the purposes of this statement, has decided that five years is an appropriate period over which to consider its viability. The Board considers that this period reflects a balance between looking out over a long term horizon and the inherent uncertainties of looking out further than five years. Taking into account the Company’s current position and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of five years from the date of this Report. In assessing the viability of the Company over the review period, the Directors have focused upon the following factors: · The principal risks and uncertainties detailed on pages 14 to 16 and the steps taken to mitigate these risks. · The relevance of the Company’s investment objective. · The Company is invested in readily-realisable listed securities. · Share buy backs carried out in the past have not resulted in significant reductions to the capital of the Company. · Although the Company’s stated investment policy contains a maximum gearing limit of 30% of the NAV at the time of draw down, the Board’s policy is to have a relatively modest level of gearing and the financial covenants attached to the Company’s borrowings provide for significant headroom. · The ability of the Company to refinance its £30 million multi-currency credit facility when it matures in July 2024 (see Going Concern on page 58). · The level of ongoing charges. · The robustness of the operations of the Company’s third party service suppliers. In making its assessment, the Board is also aware that there are other matters that could have an impact on the Company’s prospects or viability in the future, including current and future geo-political events, economic shocks or significant stock market volatility caused by other factors, and changes in regulation or investor sentiment. Outlook The Board’s view on the general outlook for the Company can be found in the Chairman’s Statement on page 11 whilst the Investment Manager’s views on the outlook for the portfolio are included on page 36. On behalf of the Board David Barron Chairman 3 April 2024 Overview of Strate g y Continued Dunedin Income Growth Investment Trust PLC 19 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Introduction Section 172 (1) of the Companies Act 2006 (the “Act”) requires each Director to act in the way he/she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. The Board is required to describe to the Company’s shareholders how the Directors have discharged their duties and responsibilities over the course of the financial year under that provision of the Act (the “Section 172 Statement”). This statement provides an explanation of how the Directors have promoted the success of the Company for the benefit of its members as a whole, taking into account, among other things, the likely long term consequences of decisions, the need to foster relationships with all stakeholders and the impact of the Company’s operations on the environment. The Purpose of the Company and Role of the Board The purpose of the Company is to act as a vehicle to provide, over time, financial returns (both income and capital) to its shareholders. Investment trusts, such as the Company, are long-term investment vehicles and are typically externally managed, have no employees, and are overseen by an independent non-executive board of directors. The Board, which throughout the year comprised five independent non-executive Directors with a broad range of skills and experience across all major functions that affect the Company, retains responsibility for taking all decisions relating to the Company’s investment objective and policy, gearing, corporate governance and strategy, and for monitoring the performance of the Company’s service providers. The Board’s philosophy is that the Company should operate in a transparent culture where all parties are provided with the opportunity to offer practical challenge and participate in positive debate which is focused on the aim of achieving the expectations of shareholders and other stakeholders alike. The Board reviews the culture and manner in which the Manager and Investment Manager operate at its regular meetings and receives regular reporting and feedback from the other key service providers. The Board works very closely with the Manager and Investment Manager in reviewing how stakeholder issues are handled, ensuring good governance and responsibility in managing the Company’s affairs, as well as visibility and openness in how the affairs are conducted. The Company’s main stakeholders have been identified as its Shareholders, the Manager (and Investment Manager), Service Providers, Investee Companies, Debt Providers and, more broadly, the environment and community at large. How the Board Engages with Stakeholders The Board considers its stakeholders at Board meetings and receives feedback on the Manager’s interactions with them. Further details are included in the table below. Stakeholder How We Engage Shareholders Shareholders are key stakeholders and the Board places great importance on communication with them. The Board welcomes all shareholders’ views and aims to act fairly between all of them. The Manager and Company’s Stockbroker meet regularly with current and prospective shareholders to discuss performance and shareholder feedback is discussed by the Directors at Board meetings. In addition, the Manager meets with analysts who cover the investment trust sector and the Directors attend meetings with the Company’s largest shareholders and meet other shareholders at the Annual General Meeting. The Company subscribes to the Manager’s investor relations programme in order to maintain communication channels, in particular, with the Company’s institutional shareholder base. Regular updates are provided to shareholders through the Annual Report, Half Yearly Report, monthly factsheets, Company announcements, including daily NAV announcements, and the Company’s website. The Company’s Annual General Meeting provides a forum, both formal and informal, for shareholders to meet and discuss issues with the Directors and Manager. The Board encourages as many shareholders as possible to attend the Company’s Annual General and to provide feedback on Promotin g the Success of the Company 20 Dunedin Income Growth Investment Trust PLC the Company. In addition to the Annual General Meeting, this year the Company will again hold an interactive online shareholder presentation at which shareholders will receive updates from the Chairman and Investment Manager and there will be the opportunity for an interactive question and answer session. Further details are provided in the Chairman’s Statement. Manager (and Investment Manager) The Investment Manager’s Review on pages 34 to 36 details the key investment decisions taken during the year. The Investment Manager has continued to manage the Company’s assets in accordance with the mandate provided by the Company, with the oversight of the Board. The Board regularly reviews the Company’s performance against its investment objective and the Board undertakes an annual strategy review meeting to ensure that the Company is positioned well for the future delivery of its objective for its stakeholders. The Board receives presentations from the Investment Manager at every Board meeting to help it to exercise effective oversight of the Investment Manager and the Company’s strategy. The Board, through the Management Engagement Committee, formally reviews the performance of the Manager at least annually. More details are provided on page 57. Service Providers The Board seeks to maintain constructive relationships with the Company’s suppliers either directly or through the Manager, with regular communications and meetings. The Management Engagement Committee conducts an annual review of the performance, terms and conditions of the Company’s main service providers to ensure they are performing in line with Board expectations, carrying out their responsibilities and providing value for money. Investee Companies Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the Manager which has sub-delegated that authority to the Investment Manager. The Board has also given discretionary powers to the Manager to exercise voting rights on resolutions proposed by the investee companies within the Company’s portfolio. The Manager reports on a quarterly basis on stewardship (including voting) issues. Through engagement and exercising voting rights, the Investment Manager actively works with companies to improve corporate standards, transparency and accountability. Further details are provided on pages 26 to 33. The Manager reports regularly to the Board on investment and engagement activity. Debt Providers On behalf of the Board, the Manager maintains a positive working relationship with The Bank of Nova Scotia, London Branch, the provider of the Company’s multi-currency loan facility, and provides regular updates on business activity and compliance with its loan covenants. The Manager also provides regular covenant compliance certificates to the holders of the Company’s £30 million Loan Notes. Environment and Community The Board and Manager are committed to investing in a sustainable and responsible manner and the Investment Manager embeds Environmental, Social and Governance (“ESG”) considerations into the research and analysis as part of the investment decision-making process. Further details are provided within the Investment Process on pages 26 to 33. Promotin g the Success of the Company Continued Dunedin Income Growth Investment Trust PLC 21 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Specific Examples of Stakeholder Consideration During the Year While the importance of giving due consideration to the Company’s stakeholders is not a new requirement, and is considered during every Board decision, the Directors were particularly mindful of stakeholder considerations during the following decisions undertaken during the year ended 31 January 2024. Each of these decisions was made after taking into account the short and long term benefits for stakeholders. Investment Objective and Portfolio The Investment Manager’s Review details the key investment decisions taken during the year. The overall shape and structure of the investment portfolio is an important factor in delivering the Company’s stated investment objective and is reviewed at every Board meeting, including compliance with the Company’s sustainable and responsible investing criteria. During the year, through the work of the Management Engagement Committee, the Board decided that the continuing appointment of the Manager is in the best interests of shareholders. Dividend Following the payment of the final dividend for the year, of 4.15p per Ordinary share, total dividends for the year will amount to 13.75p per Ordinary share. This represents an increase of 5.0% compared to the previous year. This will be the 40th year out of the past 44 that the Company has grown its dividend, with the distribution maintained in the other four years, and is in accordance with its policy to grow total annual dividends in real terms over the medium term. Through meetings with shareholders and feedback from the Manager and the Company’s Stockbroker, the Board is conscious of the importance that shareholders place on the level of dividends paid by the Company. Renewal of Bank Loan During the year, the Board announced the renewal of the Company’s £30 million multi-currency revolving credit facility with Bank of Nova Scotia London Branch. The facility replaced the expiring £30 million multi-currency revolving credit facility and will expire on 11 July 2024. Under the terms of the facility, the Company has the option to increase the level of the commitment from £30 million to £40 million at any time, subject to the lender’s credit approval. The Board continues to believe that borrowings, in the form of the Company’s Loan Notes 2045 and the multi- currency revolving credit facility, are beneficial to long term net asset value returns and is one of the benefits of the closed ended investment trust structure. Share Buy Backs During the year, the Company bought back 2,091,781 Ordinary shares to be held in treasury, providing a small accretion to the NAV per share and a degree of liquidity to the market at times when the discount to the NAV per share had widened in normal market conditions. It is the view of the Board that this policy is in the interest of all shareholders. Shareholder Engagement During the year, the Board met shareholders at the AGM and the Chairman met directly with representatives of some of the Company’s largest shareholders. The AGM was held in Dundee in 2023 and will be held in London this year. To encourage and promote stronger interaction and engagement with the Company’s shareholders, the Board will hold an interactive online shareholder presentation which will be held at 10.00am on Tuesday 7 May 2024. At the presentation, shareholders will receive updates from the Chairman and Investment Manager and there will be the opportunity for an interactive question and answer session. The online presentation is being held ahead of the Annual General Meeting to allow shareholders to submit their proxy votes prior to the meeting. Details of how to register for the event can be found in the Chairman’s Statement on page 10. The Board considers that it is very important to maintain an ongoing dialogue with shareholders to properly understand their views and to communicate the actions of the Board. On behalf of the Board David Barron Chairman 3 April 2024 22 Dunedin Income Growth Investment Trust PLC Performance (total return) 1 year 3 year 5 year % return % return % return Total return (Capital return plus net dividends reinvested) Net asset value AB +6.7% +18.0% +43.8% Share price B (1.6)% +9.8% +41.4% FTSE All-Share Index +1.9% +27.5% +30.4% Capital return Net asset value A +2.0% +3.8% +17.1% Share price (6.1)% (3.8)% +14.1% FTSE All-Share Index (1.9)% +14.6% +9.1% A Cum-income NAV with debt at fair value. B Considered to be an Alternative Performance Measure (see page 114) Source: abrdn, Factset & Morningstar Comparison of NAV and Share Price Total Return Performance to FTSE All-Share Index (figures rebased to 100) Five years to 31 January 2024 100 105 110 115 120 125 130 135 140 145 150 31/01/19 31/01/20 31/01/21 31/01/22 31/01/23 31/01/24 Source: abrdn & Morningstar Share price total return NAV total return with debt at fair value FTSE All-Share Index total return Performance Dunedin Income Growth Investment Trust PLC 23 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Comparison of NAV Total Return Performance to FTSE All-Share Index Total Return for 5 years 22. 2% -0.3% 8. 1% 2. 4% 6. 7% 43. 8% 10.7% -7.5% 18. 9% 5. 2% 1. 9% 30. 4% Year to 31/01/20 Year to 31/01/21 Year to 31/01/22 Year to 31/01/23 Year to 31/01/24 5 year total return (cumulative) Source: abrdn & Morningstar NAV total return with debt at fai r value FTSE Al l- Share Index total return Analysis of Total Return Performance for the year ended 31 January 2024 Gross assets total return 5.8 Total NAV return per share A 6.7 Total return on FTSE All-Share Index 1.9 Relative performance 4.8 A With debt at fair value. Analysis of Performance for the year Relative to the FTSE All-Share Index 3.8 1.0 2. 8 1.5 -0.7 -0.1 0.3 4.8 Listed equities - Stock selection^ - Sector allocation^ Borrowings & cash Fees and expenses Tax Technical differences Total % ^ Further analysis of performance attributable to listed equities - Stock selection^ - Sector allocation^ 24 Dunedin Income Growth Investment Trust PLC Ten Year Financial Record Year ended 31 January 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total revenue (£’000) 20,994 20,359 21,963 22,317 22,263 20,518 18,346 21,518 21,950 22,949 Per share (p) Revenue return 11.90 12.11 12.55 12.64 12.68 12.08 10.90 12.87 13.02 13.54 Dividends paid/proposed 11.25 11.40 11.70 12.10 12.45 12.70 12.80 12.90 13.10 13.75 Revenue reserve A 8.89 9.63 10.51 11.16 11.54 10.94 9.07 9.05 8.97 8.99 Net asset value B 279.66 237.48 270.34 290.57 266.83 312.22 297.64 309.03 302.80 308.98 Total return C 27.76 (28.94) 43.83 30.83 (11.95) 58.57 (1.81) 23.78 1.92 15.45 Shareholders’ funds (£’000) 428,702 368,041 415,810 442,384 401,731 469,806 448,293 464,579 448,605 445,815 A After payment of third interim and final dividends (see note 16 on page 93 for further details). B With debt at fair value. C Per Statement of Comprehensive Income. Comparison of Dividend Growth to Inflation Five years ended 31 January 2024 2.0% 0.8% 0.8% 1.6% 5.0% 10.4% 1.8% 0.7% 5.4% 10.0% 4.0% 23.7% Year to 31/01/20 Year to 31/01/21 Year to 31/01/22 Year to 31/01/23 Year to 31/01/24 5 years to 31/01/24 Source: abrdn, ONS & Factset DIGIT dividend growth Consumer Price Index Performance Continued Dunedin Income Growth Investment Trust PLC 25 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Dividends per Share – Pence Year to 31 January 11.25 11.40 11.70 12.10 12.45 12.70 12.80 12.90 13.10 13.75 0 5 10 15 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Dividends per Share Dividend per share Rate Ex dividend date Record date Payment date Final dividend 2024 4.15p 2 May 2024 3 May 2024 31 May 2024 Third interim dividend 2024 3.20p 1 February 2024 2 February 2024 29 February 2024 Second interim dividend 2024 3.20p 2 November 2023 3 November 2023 24 November 2023 First interim dividend 2024 3.20p 3 August 2023 4 August 2023 25 August 2023 Total dividend 2023 13.75p Dividend per share Rate Ex dividend date Record date Payment date Final dividend 2023 4.10p 4 May 2023 5 May 2023 30 May 2023 Third interim dividend 2023 3.00p 2 February 2023 3 February 2023 24 February 2023 Second interim dividend 2023 3.00p 3 November 2022 4 November 2022 25 November 2022 First interim dividend 2023 3.00p 4 August 2022 5 August 2022 26 August 2022 Total dividend 2023 13.10p 26 Dunedin Income Growth Investment Trust PLC Investment Philosophy and Style The Investment Manager believes that building a concentrated portfolio of high quality companies that meet its sustainable and responsible investment criteria will deliver both real income growth and attractive total returns over the long-term. The application of sustainable and responsible investing principles enables the Investment Manager to reduce risks in the portfolio by identifying and excluding companies whose business models it considers face significant threats from Environmental, Social and Governance (“ESG”) factors. It also enables the Investment Manager to identify positive opportunities for companies to benefit from the same trends as well as giving the potential for engagement to improve companies’ performance and increase shareholder value. A focus on high quality companies and sustainable and responsible investing principles is therefore well aligned with the generation of resilient and growing dividend income, and a capital return profile that is both robust in difficult market conditions and able to participate in upside opportunities, enhancing risk adjusted returns. Investment Process The investment process has five stages: 1. Idea Generation The Investment Manager’s teams of investment analysts generate investment ideas from their comprehensive coverage of the UK and European equity markets. This involves them considering the merits of over 1,000 listed UK and European companies across the market cap spectrum. 2. Sustainability Companies with excessive ESG risks are excluded through a combination of pre-set screens and quantitative and fundamental analysis. This removes around a quarter of the companies monitored from the Investment Manager’s consideration. 3. Quality Businesses that don’t meet the analysts’ quality criteria are then filtered out. Only around 20% of companies will meet this hurdle and the Investment Manager particularly emphasises allocation to companies that are considered to be sustainable leaders. 4. Total Returns Focus is then placed on those companies that the analysts identify as having the most attractive total return potential as well as those that have compelling income generation characteristics. 5. Portfolio Construction The Investment Manager then builds a concentrated portfolio that can deliver the income and total return requirements while matching the style and risk profile and meeting the sustainable and responsible investing principles. Investment Process Dunedin Income Growth Investment Trust PLC 27 Strategic Report Governance Overview General Portfolio Other Information Financial Statements A Highly Selective Strategy Emphasis on sustainability, quality, total return and income The Investment Manager’s Approach to ESG Introduction The Investment Manager believes that effective analysis of, and engagement with, the ESG risks and opportunities that companies face will enhance investors’ risk adjusted returns. While sustainable and responsible investing principles were formally incorporated into the Company’s investment objective in 2021, a focus on ESG factors has been a long standing part of the Investment Manager’s process, making the transition a relatively straightforward one. Those sustainable and responsible investment principles are integrated into the investment process through a combination of exclusions, positive allocation and ongoing corporate engagement. To deliver this, the Investment Manager utilises binary screens, qualitative analytical assessment, proprietary quantitative tools and ongoing corporate access and voting policy. The Investment Manager draws upon three resources to assist it with the integration of ESG into the investment process; there is a team of approximately 60 investment professionals in the Developed Markets team and 30 in the sustainability institute (“Central ESG capability”), and two ‘on-desk’ ESG specialists. Each plays an important yet distinct role in implementation. While deploying these resources, the ultimate responsibility for stock selection and portfolio construction lies with the Company’s portfolio managers. 28 Dunedin Income Growth Investment Trust PLC Exclusions The Investment Manager uses three different forms of exclusions. These are complementary in form with binary exclusions providing assurance to shareholders that companies with certain types of business activities will not be invested in. Additionally, the Investment Manager utilises both the judgement of its investment analysts and its own proprietary quantitative tools to exclude companies with poorly managed ESG risks. 1. Binary exclusions – these screens focus on areas where the Investment Manager sees long-term risks arising from ESG factors to companies’ business models and, as a result, it chooses not to invest. These will be subject to ongoing review to ensure that they are consistent with industry best practice. 2. ESG House Score – this is a proprietary quantitative tool that scores the companies in the investment universe on operational and governance risks. The Investment Manager excludes the bottom 10% of companies from consideration for the portfolio. 3. ESG Quality Score – every company under research coverage is judged by the analysts on the quality of its management of ESG risks. Companies deemed to be below average are excluded from consideration for the portfolio. The effect of the above screening process is that the number of investible companies available to the Investment Manager is reduced by approximately 20%. Investment Process Continued Dunedin Income Growth Investment Trust PLC 29 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Carbon Intensity The Company also commits to having a carbon intensity (Scope 1 & 2) of less than 80% of the FTSE All-Share Index, which constrains investment in high carbon emitting companies. Weighted Average Carbon Intensity (WACI) In tonnes of CO2e / million USD revenue Scope 1 & 2 Scope 1 Scope 2 Scope 3 Upstream Scope 3 Downstream Portfolio 48.25 36.11 12.14 164.68 823.30 Benchmark 86.40 62.47 23.94 174.95 1,325.00 Relative carbon intensity % 55.84 57.81 50.71 94.13 62.14 Total Emissions (In tonnes of CO2e) Scope 1 & 2 Scope 1 Scope 2 Scope 3 Upstream Scope 3 Downstream Portfolio 20,217 16,426 3,792 68,698 349,311 Benchmark 58,336 46,318 12,017 94,928 689,969 Relative carbon intensity % 34.66 35.46 31.55 72.37 50.63 Source: Trucost The Company’s portfolio currently has a Carbon Intensity on Scope 1 and 2 emissions of 56% of the benchmark. On a total emissions basis, the portfolio sits at 35% of the benchmark on Scope 1 and 2 emissions. 30 Dunedin Income Growth Investment Trust PLC Positive Allocation Companies that investment analysts score highly on the quality of their ESG risk management are designated as sustainable leaders. Those sustainable leaders that have a high alignment of revenues or investment with the UN sustainable development goals will additionally be designated as solutions providers. The majority of the Company’s portfolio is invested into those two leadership categories and the Investment Manager will actively search for opportunities where it believes these attributes to be undervalued. Split of Sustainable Leaders, Solutions Providers and Improvers Investment Process Continued Dunedin Income Growth Investment Trust PLC 31 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Engagement Rather than taking a purely best-in-class approach, the Investment Manager also invests in companies that are taking real steps to improve their ESG performance. Improvers are typically companies whose ESG potential is being overlooked by the market and the Investment Manager supports these companies through active engagement. Clearly defined opportunities for improvement are identified by the team of investment analysts in conjunction with the Investment Manager’s on- desk ESG analysts and central ESG team, and these are closely monitored from initiation through to completion. The Investment Manager believes that effective engagement presents a significant opportunity to add shareholder value over time. During the year ended 31 January 2024, the Investment Manager held 109 separate meetings with portfolio companies where ESG topics were raised. Eight of these were dedicated priority engagement meetings, addressing areas of material improvement. By topic, Corporate Governance was the area most discussed, but there was also significant focus on Climate and Corporate Behaviour and, increasingly, on Social Issues. % of Meetings where Topic Discussed 32 Dunedin Income Growth Investment Trust PLC Engagement Case Studies National Grid (Solutions) The Investment Manager engaged with the Group Director of Land Planning and External Affairs to discuss sustainability-related risks and opportunities relevant to the investment case. Their engagement with the company primarily focussed on two areas. First, National Grid's approach to securing public consent among those communities that are likely to be affected by the construction of new transmission infrastructure. This investment is required to meet the electricity needs of the economy, however it brings with it community impacts. In particular, there is current public opposition to a National Grid project in East Anglia. Second, National Grid's plans for its natural gas distribution assets in New York, where policymakers have set ambitious legal goals to transition away from gas. National Grid expressed support for compensating communities hosting infrastructure. Public opposition and negotiations have the potential to lead to project delays and the Investment Manager will continue to engage with the company on how it is addressing these challenges. Taylor Wimpey (Improver) The Investment Manager participated in a presentation on Taylor Wimpey’s research and development efforts to meet the Future Homes Standards. The Future Home Standards come into effect from 2025 and are designed to increase energy efficiency and reduce greenhouse gas emissions in new build homes compared to prior regulations. This upcoming regulation presents a significant change in the regulatory environment and requires both innovation and execution to meet the standards and scale up. The standards will further enhance the energy efficiency attributes of new homes compared to existing housing stock and the Investment Manager expects execution will impact customer demand. The Investment Manager discussed with the company the installation and operating costs associated with meeting the regulations and the potential financial burden on the industry and customers. Taylor Wimpey has built five trail plots in Sudbury, with a combination of technology and fabric solutions using its existing supply chain and is in the process of monitoring customer costs and engagement. The Investment Manager was encouraged by the cross-disciplined approach being taken by the company to address the standards and its strategic focus. The Investment Manager welcomes the efforts being undertaken and believes this will create divergence in the industry, with those with superior resources better placed to navigate the regulations. The Investment Manager will continue to monitor this development and its implications for both the housebuilders and the supply chain. Investment Process Continued Dunedin Income Growth Investment Trust PLC 33 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Proxy Voting Voting policy forms an important part of the Investment Manager’s corporate engagement approach. Every proxy is voted and, where needed, input sought from the investment and ESG analysts in conjunction with the expertise of the central voting team. Where direct engagement has not proven effective, the Investment Manager is very prepared to vote against companies. Metric Value Number of meetings held 40 Number of meetings with at least one vote against management 13 Percentage of meetings with at least one vote against management 32.5% Total number of voteable proposals 704 Number of votes against management 31 Votes against management as a percentage of voteable proposals 4.4% Number of votes against ISS Policy 37 Votes against ISS Policy as a percentage of voteable proposals 5.3% Number of votes against policy 23 Votes against policy as a percentage of voteable proposals 3.3% The Investment Manager voted against management recommendations in 32.5% of the general meetings held by portfolio companies during the year, which it thinks is the most useful metric for measuring the level of its constructive engagement. It is important to bear in mind that the Investment Manager typically begins from a position of support for the select group of companies it invests in. There is an extensive ongoing programme which allows the Investment Manager to actively engage with investee companies throughout the year beyond the voting season. 34 Dunedin Income Growth Investment Trust PLC Introduction For the year ended 31 January 2024, the Company’s net asset value total return of 6.7% compared favourably to a total return of 1.9% from the benchmark, the FTSE All- Share Index. This encouraging outcome occurred despite various challenges in the UK market, such as geopolitical risks, concerns over the financial stability of the banking sector, fears of persistent inflation, and the delayed impact of tight monetary policy. Economies proved more resilient than anticipated coming into the year. Consumer confidence has benefited from real wage growth and a moderating cost of living, meanwhile the UK faced a mild technical recession in the latter half of the year. More disappointingly, in the context of strong portfolio outperformance, the share price of the Company declined over the year by 1.6% in total return terms and the discount widened. The revenue return hit a new record level of 13.54p a share. The global macro-economic outlook remains mixed, with a high degree of uncertainty. While fears of a US recession have lessened, the Chinese recovery has disappointed and global growth is expected to slow. Recognising this backdrop, we believe the Company is well-positioned to navigate potential challenges in the market. Our focus on higher-quality companies and investments that can deliver both income and capital growth, while adhering to the Company’s sustainable and responsible investing approach, should help us manage any difficult market conditions ahead. “We are pleased with the Company’s income progression in the year. The revenue return hit a new record level of 13.54p a share.” The portfolio remains highly differentiated compared to both peers and its benchmark. It remains the only UK Equity Income investment trust with a formal sustainability approach. The active share of the portfolio is 76%, while the number of holdings is a focussed group of 35. We see attractive opportunities in innovative mid-sized UK companies and have 25% of the Company’s assets in the FTSE 250 Index and 50% in UK large companies. We utilise the Company’s flexibility to invest overseas with an allocation of up to 25% to high quality overseas companies, offering diversification and unique exposures. The Company offers an attractive 5.0% dividend yield (based on the year end share price of 276p), approximately 20% ahead of the FTSE All-Share Index. The free cash flow performance of companies held in the portfolio has been strong, with many growing their dividends during the year. As a result, income generation came in ahead of our initial expectations. Performance We are pleased with the Company’s income progression in the year. The revenue earnings per share of 13.54p exceeded our expectations and represents an increase of 4.0% over the previous year. Special dividends were paid by Volvo and Softcat in the year. A number of holdings delivered strong dividend growth, including Games Workshop, Morgan Sindall, Novo-Nordisk, Relx, and Sirius Real Estate. We continued writing options based on our fundamental analysis of holdings in the portfolio and this has been a benefit to the Company by diversifying and increasing the level of income generated. “The Company’s sustainable investment approach targets investment in high-quality, sustainable Leaders and Improvers across the market.” The UK market concluded the year with a modest increase, despite experiencing some volatility throughout the year. The Company benefited from positive sector allocation given its underweight exposure to the basic materials sector, which underperformed due to lower commodity prices associated with weaker Chinese activity. The portfolio's overweight position in the technology sector, an area with numerous quality and growth characteristics that we focus on, proved beneficial to performance. The Company’s sustainable investment approach targets investment in high-quality, sustainable Leaders and Improvers across the market and we continue to engage with investee companies. Filters are applied to the universe to reduce exposure to sectors and companies facing the highest environmental and social risks. During the year, the investable universe provided a tailwind to relative performance, primarily due to its lower exposure to basic materials. While the primary focus of the Company is on selecting high-quality, sustainable companies, we continue to monitor factor risks presented by this approach and remain confident that it aligns with positive outcomes for shareholders. Investment Mana g er’s Review Dunedin Income Growth Investment Trust PLC 35 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Encouragingly, fundamental analysis and stock picking contributed positively, with the market rewarding companies that demonstrated attractive growth and improving fundamentals. In the healthcare sector, Novo- Nordisk announced a series of trial data indicating that the anti-obesity drug Wegovy not only leads to weight loss in patients but also reduces the risk of cardiovascular events. The drug targets a significant unmet need, obesity, with attractive long-term supply/demand dynamics and the shares responded very favourably. The accounting software firm Sage exceeded expectations with accelerating revenue growth, driven by its US cloud accounting software product, Sage Intacct. Upon purchasing shares in late 2022, we anticipated that the company was at a growth and margin inflection point, which has subsequently materialised. Sage's transition to subscription contracts and product innovation form a strong foundation for sustained growth in the medium term. Relx is performing better than anticipated due to its investment in data analytics and decision-making tools, which enable customers to extract more value from its platform. With the valuation at a discount to US peers, mainly due to its UK listing, we continue to believe it is a compelling opportunity. “We are pleased with the Company’s income progression in the year. A number of holdings delivered strong dividend growth.” As addressed in last year's Annual Report, UK domestic and mid-sized companies’ underperformance in 2022 resulted in heavily discounted valuations, but we anticipated that long-term alpha generation from UK mid- sized companies would return. This trend of underperformance continued through to October 2023 due to concerns about sticky inflation, recession risk and market liquidity headwinds, before sharply reversing in the last quarter of the financial year. The holding in Intermediate Capital rebounded strongly, while UK construction company Morgan Sindall and large housebuilder Taylor Wimpey saw share price recovery as fears of a deep UK recession and house price deflation moderated. Taylor Wimpey's unique dividend policy, based on net asset value rather than earnings, ensured a visible and healthy shareholder distribution. Turning to the detractors to performance. The holding in the Asian insurer Prudential underperformed on concerns about the pace of recovery in China. We view this as a temporary setback and believe that Prudential's long- term structural growth potential, offered by its market exposures, is not reflected in its discounted valuation. The specialist UK lender Close Brothers faced news that the UK financial regulator, the FCA, has opened an enquiry into legacy motor finance commission structures in the industry and whether customers are owed financial redress. The quantum and timing of the amount to be paid to customers is uncertain and patience will be required, with a regulatory announcement anticipated in September this year. Meanwhile the company cut its dividend in order to conserve capital which was a disappointing development. Portfolio Activity We introduced several new holdings this year. We initiated a position in Telecom Plus, a retailer of utility, telecom and insurance products, which operates in the UK under the Utility Warehouse brand. The company has a capital-light business model, strong balance sheet and attractive cost advantage which means it is well placed to deliver long- term customer growth, earnings progression and shareholder distributions. We also introduced the UK’s largest IT value added reseller Softcat to the portfolio. We believe Softcat has significant potential for long-term growth, coupled with a strong balance sheet and the optionality for enhanced shareholder cash returns. Alongside these additions, we purchased a new position in German automotive manufacturer Mercedes-Benz which is repositioning its strategy towards the luxury end of the market and is well positioned from a technology perspective to meet the challenges of the electric vehicle transition and the gradual move to autonomous driving. Finally, we introduced National Grid, which has been owned by the Company in the past. The company aims to deliver both asset value and earnings growth over the medium term, driven by the investment required to decarbonise the UK and US energy networks and is a critical enabler of the energy transition. We part funded this purchase with a reduction in the holding in SSE, which benefits from similar drivers. National Grid has a superior shareholder distribution return and so is helpful from an income perspective. 36 Dunedin Income Growth Investment Trust PLC To fund these new ideas we exited small holdings in lower conviction names Direct Line Insurance, Ashmore and Ubisoft. We also took the opportunity to exit Dechra Pharmaceuticals after it received an all-cash offer from private equity company EQT and the private equities investment department of Abu Dhabi Investment Authority. Finally, we exited Coca-Cola Hellenic Bottling Company following strong share price recovery from the negative reaction to the Russian invasion of Ukraine, and resilient earnings. Outlook Signs are emerging that the actions taken by central banks to manage the high levels of inflation in the UK and Europe are having their desired effect. While inflation is decelerating, geopolitical risk and wage growth remain elevated, together making the path to monetary easing a challenge to predict. Global growth is expected to slow and the UK and Eurozone are already in recession-like conditions. The US economy has remained more resilient than many feared, however household savings and corporate balance sheets are finite. Chinese growth has stabilised amid easing but household confidence and the real estate sector weigh on the economy. Despite this backdrop, we remain positive on the potential long-term returns available from the portfolio. Fundamental company analysis supports our conviction in the high quality businesses in the portfolio, and we see attractive opportunities that are underappreciated by the market. “We remain positive on the potential long-term returns available from the portfolio. Fundamental company analysis supports our conviction in the high quality businesses in the portfolio, and we see attractive opportunities that are underappreciated by the market.” There are reasons to be optimistic. The Company should benefit from the focus on higher quality companies with less reliance on the economic cycle, given our attention to diversification, balance sheet strength, and resilience of income. The UK equity market remains highly attractive in terms of valuation, both on an absolute basis and relative to global markets. This view is supported by the increased frequency of mergers and acquisitions across the market which, in our view, will act as a catalyst to address the mispricing. Overall, we will continue to maintain a balanced approach to the positioning of the portfolio, giving it the potential to perform in a range of market environments. Our primary attention is on protecting capital, but we will continue to look to participate in opportunities where share prices in good companies with attractive long-term prospects have been oversold. Simultaneously, we will concentrate on those UK and overseas companies committed to creating a more sustainable future. Ben Ritchie and Rebecca Maclean, abrdn Investments Limited 3 April 2024 Investment Mana g er’s Review Continued Dunedin Income Growth Investment Trust PLC 37 Strategic Report Governance Overview General Portfolio Other Information Financial Statements abrdn Investments Limited The Company’s Investment Manager is abrdn Investments Limited which is a wholly-owned subsidiary of abrdn plc. The abrdn Group’s assets under management and administration were £494.9 billion as at 31 December 2023, managed for a range of clients including 16 UK- listed closed end investment companies. The Investment Team Senior Managers Ben Ritchie Head of Developed Markets Equities Ben Ritchie is Head of Developed Markets Equities at abrdn. He originally joined abrdn in 2002 as a graduate trainee and has been managing of the Company since 2012. Ben has a BA (Hons) in Modern History and Politics from Pembroke College, University of Oxford, and is an alumni of Harvard Business School. He is a certified CFA Charterholder. Rebecca Maclean Investment Director, UK Equities Rebecca Maclean is an Investment Director in the UK Equities team at abrdn. She has worked in the responsible investment industry since 2010 and joined abrdn in 2013 as a Responsible Investment Analyst. She moved to the UK Equities team in 2016. Rebecca graduated with a BA in Experimental Psychology from University of Oxford, holds a MA in International Relations from King’s College London, and is a CFA Charterholder. Information About the Investment Mana g er 38 Dunedin Income Growth Investment Trust PLC Portfolio “Fundamental analysis and stock picking contributed positively to performance, with the market rewarding companies that demonstrated attractive growth and improving fundamentals.” 6.8% of the Company’s total assets are invested in the Technology sector. Dunedin Income Growth Investment Trust PLC 39 40 Dunedin Income Growth Investment Trust PLC As at 31 January 2024 AstraZeneca (Solutions) Unilever (Leader) AstraZeneca is a pharmaceutical company that focuses on the research, development and manufacture of drugs in a range of therapeutic areas. Unilever is a global consumer goods company, with particularly strong market positions in emerging markets and operating in a number of product areas including Beauty, Personal Care, Home Care and Nutrition. TotalEnergies (Improver) Relx (Leader) TotalEnergies is an energy company producing and marketing fuels, natural gas and electricity globally. Relx is a global provider of information and analytics for professionals and businesses across a number of industries including scientific, technical, medical and law. London Stock Exchange (Improver) Diageo (Leader) London Stock Exchange is a leading financial information company that also owns prominent pieces of market infrastructure. Diageo is a global leader in spirits and liquers with a portfolio of world- renowned brands. National Grid (Solutions) Intermediate Capital (Improver) National Grid owns gas and electricity transmission and distribution assets in the UK and United States. Intermediate Capital is a private equity investment firm focused on providing capital to help companies grow through private and public markets and provides a number of strategies and funds aimed at institutional investors. Chesnara (Improver) Taylor Wimpey (Improver) Chesnara is an owner and manager of primarily closed books of life assurance assets in the UK, Sweden and Holland. Taylor Wimpey is one of the largest home construction companies in the United Kingdom. Ten Lar g est Investments Dunedin Income Growth Investment Trust PLC 41 Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements Valuation Total Valuation 2024 assets 2023 Company Sector £’000 % £’000 AstraZeneca Pharmaceuticals and Biotechnology 32,517 6.7 38,221 Unilever Personal Care, Drug and Grocery Stores 28,205 5.8 35,175 TotalEnergies Oil, Gas and Coal 26,125 5.3 28,736 Relx Media 23,846 4.9 24,794 London Stock Exchange Finance and Credit Services 23,696 4.8 13,697 Diageo Beverages 22,711 4.6 25,344 National Grid Gas Water and Multi-utilities 17,956 3.7 – Intermediate Capital Investment Banking and Brokerage Services 16,018 3.3 12,451 Chesnara Life Insurance 15,510 3.2 16,934 Taylor Wimpey Household Goods and Home Construction 15,075 3.1 11,926 Ten largest investments 221,659 45.4 SSE Electricity 13,876 2.8 20,814 ASML Technology Hardware and Equipment 13,067 2.7 10,202 Prudential Life Insurance 13,015 2.7 17,980 Sage Software and Computer Services 12,769 2.6 10,059 M&G Investment Banking and Brokerage Services 12,402 2.5 9,072 Games Workshop Leisure Goods 12,196 2.5 12,772 Volvo Industrial Transportation 11,466 2.3 14,667 Sirius Real Estate Real Estate Investment Trusts 11,433 2.3 4,112 Morgan Sindall Construction and Materials 11,166 2.3 8,085 Nordea Bank Banks 11,012 2.3 20,309 Twenty largest investments 344,061 70.4 Weir Group Industrial Engineering 10,471 2.1 11,653 Assura Real Estate Investment Trusts 10,061 2.1 13,327 Hiscox Non-life Insurance 10,043 2.1 10,869 Edenred Industrial Support Services 10,040 2.1 9,319 Mercedes-Benz Automobiles & Parts 9,893 2.0 – Oxford Instruments Electronic and Electrical Equipment 9,228 1.9 80 Croda Chemicals 9,179 1.9 9,297 Novo-Nordisk Pharmaceuticals and Biotechnology 9,009 1.8 9,909 Telecom Plus Telecommunication Service Providers 8,970 1.8 – Pets At Home Retailers 8,951 1.8 11,329 Thirty largest investments 439,906 90.0 Portfolio 42 Dunedin Income Growth Investment Trust PLC Valuation Total Valuation 2024 assets 2023 Company Sector £’000 % £’000 Marshalls Construction and Materials 8,914 1.8 9,109 Softcat Software and Computer Services 7,269 1.5 – Genus Pharmaceuticals and Biotechnology 6,865 1.4 6,020 Close Brothers Banks 6,170 1.3 11,001 Moonpig Retailers 4,963 1.0 3,551 Total investments 474,087 97.0 Net current assets A 14,780 3.0 Total assets less current liabilities A 488,867 100.0 A Excluding bank loan of £13,307,000 Portfolio Continued Dunedin Income Growth Investment Trust PLC 43 Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements 0% 5% 10% 15% 20% 25% 30% Financials Consumer Discretionary Industrials Consumer Staples Health Care Technology Utilities Energy Real Estate Basic Materials Telecommunications 2024 2023 Portfolio Sector Breakdown 44 Dunedin Income Growth Investment Trust PLC As at 31 Januar y 2024 FTSE All-Share Portfolio Portfolio Index weighting weighting weighting 2024 2024 2023 % % % Energy Oil, Gas and Coal 10.8 5.3 5.8 10.8 5.3 5.8 Basic Materials Industrial Metals And Mining 6.3 1.9 1.9 Precious Metals And Mining 0.2 – – Chemicals 0.6 – – 7.1 1.9 1.9 Industrials Construction and Materials 0.4 4.1 3.5 Aerospace And Defence 3.3 – – Electronic and Electrical Equipment 1.0 1.9 – General Industrials 1.6 – – Industrial Engineering 0.6 2.1 2.4 Industrial Support Services 3.6 2.1 1.9 Industrial Transportation 1.2 2.3 3.0 11.7 12.5 10.7 Consumer Discretionary Automobiles & Parts 0.1 2.0 – Consumer Services 1.6 – – Household Goods and Home Construction 1.3 3.1 2.5 Leisure Goods 0.1 2.5 3.0 Personal Goods 0.3 – – Media 4.1 4.9 5.0 Retailers 1.5 2.9 3.0 Travel And Leisure 3.5 – – 12.5 15.4 13.6 Health Care Medical Equipment And Services 0.6 – – Pharmaceuticals and Biotechnology 10.7 9.9 12.2 11.3 9.9 12.2 Consumer Staples Beverages 3.2 4.6 8.3 Food Producers 0.6 – – Tobacco 3.0 – – Personal Care, Drug and Grocery Stores 7.6 5.8 7.1 14.4 10.4 15.5 Sector Analysis Dunedin Income Growth Investment Trust PLC 45 Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements As at 31 Januar y 2024 FTSE All-Share Portfolio Portfolio Index weighting weighting weighting 2024 2024 2023 % % % Real Estate Real Estate Investment and Services 0.4 – 3.5 Real Estate Investment Trusts 2.3 4.4 – 2.7 4.4 3.5 Utilities Electricity 0.9 2.8 4.2 Gas Water and Multi-utilities 2.8 3.7 – 3.7 6.5 4.2 Financials Banks 9.0 3.6 6.3 Finance and Credit Services 1.9 4.8 2.8 Investment Banking and Brokerage Services 2.9 5.8 5.5 Closed End Investments 6.3 – – Life Insurance 2.4 5.8 7.1 Non-life Insurance 0.8 2.1 4.1 23.3 22.1 25.7 Technology Software and Computer Services 1.4 4.1 2.0 Technology Hardware and Equipment – 2.7 2.1 1.4 6.8 4.1 Telecommunications Telecommunication Service Providers 1.1 1.8 – 1.1 1.8 – Total investments 100.0 97.0 97.3 Net current assets before borrowings A 3.0 2.7 Total assets less current liabilities A 100.0 100.0 A Excluding bank loan of £13,307,000 46 Dunedin Income Growth Investment Trust PLC National Grid (Solutions) National Grid is a new holding in the portfolio this year. The company’s primary business is the transmission and distribution of electricity and gas across the UK and the northeastern United States. Governments recognise the investment required to upgrade aging electricity networks in order to address energy security and the clean energy transition. In the UK, the Government plans to increase offshore wind capacity to 50GW by 2030. This will require substantial expansion of the electricity transmission grid in order to get the electricity from where it is generated, in the north, to where it is consumed, in the south. In the US, growth is underpinned by a long-dated pipe replacement programme and capital expenditure to support the transition. National Grid intends to invest £42 billion in its UK and US networks over the next five years, with £32 billion dedicated to decarbonising the grid. National Grid is well positioned to deliver strong asset growth for several years, which will support visible returns and earnings growth. The company is also committed to maintaining its credit rating and offers an attractive dividend. ASML (Solutions) ASML is a leading global supplier of photolithography systems used in the manufacturing of semiconductor chips. These chips are found in a wide range of electronic devices, data centres, automotive segments and communications infrastructure. Growth is supported by the increasing adoption of advanced technologies, such as Artificial Intelligence, and demand for more powerful and energy-efficient semiconductors. ASML’s strong commitment to research and development and technological innovation has driven its market leadership and allows the company to maintain strong pricing power and durable customer relationships. While there is a degree of cyclicality in ASML's end market, the Investment Manager anticipates a more positive outlook through 2024. As a long-term investor, the Investment Manager acknowledges the underlying structural drivers of the business and the implications for future returns. ASML’s innovation is a key enabler of the semiconductor industry. The company is investing in leading-edge technologies that improves energy use and adoption of semiconductor chips in a range of industries. Investment Case Studies Dunedin Income Growth Investment Trust PLC 47 Mercedes-Benz (Improver) Mercedes-Benz has one of the most widely recognised and valuable global brands. 2023 was a year full of challenges for the automotive sector, including consumer discretionary pressures, heightened competition, and deceleration in demand for electric vehicles (“EVs”). Mercedes Benz’ strategy ‘to build desirable cars’ supports its leading market position. The company targets the premium end of the automotive market and, in doing so, it has better pricing power, robust margins and earnings resilience compared to peers. This strategy, and a focus on cost optimisation, has allowed it to invest in innovative technology and development to progress in areas of automation and the future electric powertrain. With a strong net cash balance sheet and healthy returns, Mercedes-Benz offer an attractive dividend in addition to an appealing buyback. The company’s commitment to plug-in hybrids and all electric cars is highlighted by its ambitious targets. The company spends 24% of its capital expenditure and 32% of its operating expenditure on low carbon transport technologies and offers an electric alternative in every segment in which it competes. The company is planning to install 10,000 Mercedes-Benz high-power chargers in core markets. In addition, the company has made progress to decarbonise its own production and that of its supply chain. While Mercedes-Benz depends on consumer, regulatory and infrastructure developments to support its transition, the Investment Manager believes the company is well placed to lead in this dynamic environment. 48 Dunedin Income Growth Investment Trust PLC Governance Dunedin Income Growth Investment Trust PLC 49 The Company is committed to high standards of corporate governance and applies the principles identified in the UK Corporate Governance Code and the AIC Code of Corporate Governance. The Directors, all of whom are non- executive and independent of the Manager, supervise the management of the Company and represent the interests of shareholders. 50 Dunedin Income Growth Investment Trust PLC David Barron Independent Non-Executive Chairman Experience: David Barron was Head of Investment Trusts at JP Morgan Asset Management until 2013, Chief Executive of Miton Group plc until 2019, and then a non-executive director of Premier Miton Group plc until July 2023. He was also a director of The Association of Investment Companies until 2014. He is also a non-executive director of Baillie Gifford European Growth Trust plc, BlackRock Sustainable American Income Trust plc and Fidelity Japan Trust plc. Length of service: 8 years, appointed a Director on 1 February 2016 and Chairman on 23 May 2017 Last re-elected to the Board: 16 May 2023 Committee membership: Management Engagement Committee and Nomination and Remuneration Committee Contribution: The Nomination and Remuneration Committee has reviewed the contribution of David Barron in light of his proposed re-election at the AGM and has concluded that he has continued to Chair the Company expertly, fostering a collaborative spirit between the Board and Manager whilst ensuring that meetings remain focused on the key areas of stakeholder relevance. In addition, he has continued to provide significant investment trust expertise to the Board. Gay Collins Independent Non-Executive Director Experience: Gay Collins has over 35 years of experience in the financial services sector and has founded and grown three PR companies, Montfort Communications, Penrose Financial (which became MHP) and Ludgate Communications, and has an executive role at Montfort where she advises financial services companies on communications. She is also a non-executive director of the Association of Investment Companies. Length of service: 2 years, appointed a Director on 1 July 2021 Last re-elected to the Board: 16 May 2023 Committee membership: Audit Committee, Management Engagement Committee and Nomination and Remuneration Committee Contribution: The Nomination and Remuneration Committee has reviewed the contribution of Gay Collins in light of her proposed re-election at the AGM and has concluded that she has continued to provide significant value to the Board through her knowledge of the financial services sector, and promotional activities in particular, and knowledge of the investment trust sector. Board of Directors Dunedin Income Growth Investment Trust PLC 51 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Jasper Judd Independent Non-Executive Director and Chairman of the Audit Committee Experience: Jasper Judd worked for Brambles Limited, a listed Australian multi-national, where he held a number of senior executive roles including Global Head of Strategy. He is also a non-executive director of JPMorgan Indian Investment Trust plc, Brown Advisory US Smaller Companies plc and Schroder Asian Total Return Investment Company plc. He is a Chartered Accountant. Length of service: 8 years, appointed a Director on 1 February 2016 Last re-elected to the Board: 16 May 2023 Committee membership: Audit Committee (Chairman), Management Engagement Committee and Nomination and Remuneration Committee Contribution: The Nomination and Remuneration Committee has reviewed the contribution of Jasper Judd in light of his proposed re-election at the AGM and has concluded that he has continued to chair the Audit Committee expertly through the year and provide financial and business insight to the Board and knowledge of the investment trust sector. Christine Montgomery Independent Non-Executive Director and Chairman of the Management Engagement Committee Experience: Christine Montgomery has over 30 years of investment management experience, most recently as Head of Global Equities at AustralianSuper in Melbourne from 2016 until 2019. She previously held roles as a global equities portfolio manager at Fidelity Worldwide Investments, Martin Currie and Edinburgh Partners. She is also a non- executive director of The Scottish American Investment Company plc. Length of service: 4 years, appointed a Director on 1 February 2020 Last re-elected to the Board: 16 May 2023 Committee membership: Audit Committee, Management Engagement Committee (Chairman) and Nomination and Remuneration Committee Contribution: The Nomination and Remuneration Committee has reviewed the contribution of Christine Montgomery in light of her proposed re-election at the AGM and has concluded that she has continued to provide significant investment insight to the Board and knowledge of the investment management sector. 52 Dunedin Income Growth Investment Trust PLC Howard Williams Senior Independent Non-Executive Director and Chairman of the Nomination and Remuneration Committee Experience: Howard Williams has over 35 years’ of fund management experience and was, until October 2017, Chief Investment Officer and Head of the Global Equity Team at JPMorgan Asset Management. Prior to joining JPMorgan Asset Management in 1994, he held a number of senior positions at Shell Pensions and Kleinwort Benson Asset Management. He started his career at James Capel & Co. He is also a non-executive director of Strategic Equity Capital plc and Lifesight Limited and is Chairman of Schroders Unit Trust Limited. Length of service: 6 years, appointed a Director on 1 April 2018 and Senior Independent Director on 16 July 2020 Last re-elected to the Board: 16 May 2023 Committee membership: Audit Committee, Management Engagement Committee and Nomination and Remuneration Committee (Chairman) Contribution: The Nomination and Remuneration Committee has reviewed the contribution of Howard Williams in light of his proposed re-election at the AGM and has concluded that he continues to provide significant investment insight to the Board and knowledge of the investment management sector. Board of Directors Continued Dunedin Income Growth Investment Trust PLC 53 Strategic Report Governance Overview General Portfolio Other Information Financial Statements The Directors present their report and the audited financial statements for the year ended 31 January 2024. Results and Dividends The financial statements for the year ended 31 January 2024 are contained on pages 79 to 102. First, second and third interim dividends, each of 3.20p per Ordinary share, were paid on 25 August 2023, 24 November 2023 and 29 February 2024 respectively. The Directors recommend a final dividend of 4.15p per Ordinary share, payable on 31 May 2024 to shareholders on the register on 3 May 2024. The ex-dividend date is 2 May 2024. A resolution to approve the final dividend will be proposed at the Annual General Meeting. Principal Activity and Status The Company is registered as a public limited company (registered in Scotland No. SC000881) and is an investment company within the meaning of Section 833 of the Companies Act 2006. The Company has been approved by HM Revenue & Customs as an investment trust subject to it continuing to meet the relevant eligibility conditions of Section 1158 of the Corporation Tax Act 2010 and the ongoing requirements of Part 2 Chapter 3 Statutory Instrument 2011/2999 for all financial years commencing on or after 1 February 2012. The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 January 2024 so as to enable it to comply with the ongoing requirements for investment trust status. Individual Savings Accounts The Company has conducted its affairs in such a way as to satisfy the requirements as a qualifying security for Individual Savings Accounts. The Directors intend that the Company will continue to conduct its affairs in this manner. Donations to Charity During the previous year, the Board decided that amounts of unclaimed dividends greater than 12 years old, which are returned annually to the Company by the Registrar in accordance with the Company Articles of Association, would be donated to charity. Accordingly, the Company made a donation of £19,000 (2023: £16,000) to the abrdn Charitable Foundation, which directs funding to charities around the world. The abrdn Charitable Foundation is a registered charity. Its board of directors includes independent representation from the abrdn Group and provides oversight and guidance for its charitable giving activities. Capital Structure and Voting Rights The issued Ordinary share capital at 31 January 2024 consisted of 146,172,889 Ordinary shares of 25p and 7,505,046 Ordinary shares held in treasury. Each Ordinary share holds one voting right and shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The Ordinary shares, excluding treasury shares, carry a right to receive dividends. On a winding up or other return of capital, after meeting the liabilities of the Company, the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings. There are no restrictions on the transfer of, or voting rights attaching to, the Ordinary shares in the Company other than certain restrictions which may from time to time be imposed by law. Management Agreement The Company has appointed abrdn Fund Managers Limited (“aFML”), a wholly owned subsidiary of abrdn plc, as its alternative investment fund manager. aFML has been appointed to provide investment management, risk management, administration and company secretarial services and promotional activities to the Company. The Company's portfolio is managed by abrdn Investments Limited (“aIL) by way of a group delegation agreement in place between aFML and aIL. In addition, aFML has sub- delegated administrative and secretarial services to abrdn Holdings Limited and promotional activities to aIL. Details of the management fees and fees payable for promotional activities are shown in notes 4 and 5 to the financial statements. The management agreement is terminable on not less than six months’ notice. In the event of termination by the Company on less than the agreed notice period, compensation is payable to the Manager in lieu of the unexpired notice period. Directors’ Report 54 Dunedin Income Growth Investment Trust PLC Substantial Interests Information provided to the Company by major shareholders pursuant to the FCA’s Disclosure Guidance and Transparency Rules is published by the Company via a Regulatory Information Service. The table below sets out the interests in 3% or more of the issued share capital of the Company, of which the Board was aware as at 31 January 2024. Shareholder Number of shares held % held Interactive Investor 37,572,556 25.7 Hargreaves Lansdown 17,857,977 12.2 EFG Harris Allday 6,942,544 4.7 A J Bell 6,328,721 4.3 W M Thomson 5,750,363 3.9 Charles Stanley 5,547,100 3.8 Rathbones 5,404,196 3.7 HSDL 5,044,283 3.4 Canaccord Genuity Wealth Management 4,579,615 3.1 There have been no changes notified to the Company between the year end and the date of approval of this Report. Directors Throughout the year, the Board comprised five non- executive Directors, each of whom is considered by the Board to be independent of the Company and the Manager. David Barron is the Chairman and Howard Williams is the Senior Independent Director. The Directors attended scheduled Board and Committee meetings during the year ended 31 January 2024 as follows (with their eligibility to attend the relevant meetings in brackets): Board Meetings Audit Committee Meetings Management Engagement Committee Meetings Nomination and Remuneration Committee Meetings David Barron 6 (6) - (-) A 1 (1) 1 (1) Gay Collins 6 (6) 2 (2) 1 (1) 1 (1) Jasper Judd 6 (6) 2 (2) 1 (1) 1 (1) Christine Montgomery 6 (6) 2 (2) 1 (1) 1 (1) Howard Williams 6 (6) 2 (2) 1 (1) 1 (1) A David Barron is not a member of the Audit Committee but attends by invitation. He attended all Audit Committee meetings during the year. The Board meets more frequently when business needs require. Under the terms of the Company’s Articles of Association, Directors are subject to election at the first Annual General Meeting after their appointment and are required to retire and be subject to re-election at least every three years thereafter. However, the Board has decided that all Directors will retire annually. Accordingly, Gay Collins, Jasper Judd, Howard Williams, Christine Montgomery and David Barron will retire at the Annual General Meeting and, being eligible, offer themselves for re-election. The Board believes that all the Directors seeking re- election remain independent of the Manager and free from any relationship which could materially interfere with the exercise of their judgement on issues of strategy, performance, resources and standards of conduct. The biographies of each of the Directors are shown on pages 50 to 52, setting out their range of skills and experience as well as length of service and their contribution to the Board during the year. The Board believes that each Director has the requisite high level and range of business, investment and financial experience which enables the Board to provide clear and effective leadership and proper governance of the Company. Following formal performance evaluations, each Director’s performance continues to be effective and demonstrates commitment to the role, and their individual performances contribute to the long-term sustainable success of the Company. The Board therefore recommends the re-election of each of the Directors at the Annual General Meeting. Directors’ Report Continued Dunedin Income Growth Investment Trust PLC 55 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Board’s Policy on Tenure In normal circumstances, it is the Board’s expectation that Directors will not serve beyond the Annual General Meeting following the ninth anniversary of their appointment. However, the Board takes the view that independence of individual Directors is not necessarily compromised by length of tenure on the Board and that continuity and experience can add significantly to the Board’s strength. The Board believes that recommendation for re-election should be on an individual basis following a rigorous review which assesses the contribution made by the Director concerned, but also taking into account the need for managed succession and diversity. It is the Board’s policy that the Chairman of the Board will not serve as a Director beyond the Annual General Meeting following the ninth anniversary of his or her appointment to the Board. However, this may be extended in exceptional circumstances or to facilitate effective succession planning and the development of a diverse Board. In such a situation the reasons for the extension will be fully explained to shareholders and a timetable for the departure of the Chairman clearly set out. Board Diversity The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow it to fulfil its obligations. The Board also recognises the benefits, and is supportive of, the principle of diversity in its recruitment of new Board members, including diversity of thought, location and background. The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, or disability in considering the appointment of its Directors. In view of its size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. In doing so, the Board will take account of the targets set out in the FCA’s Listing Rules, which are set out below. The Board has resolved that the Company’s year end date is the most appropriate date for disclosure purposes. Table for reporting on gender as at 31 January 2024 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, Chair and SID) Number in executive management Percentage of executive management Men 3 60% n/a (note 3) n/a (note 3) n/a (note 3) Women 2 40% (note 1) Not specified/prefer not to say - - Table for reporting on ethnic background as at 31 January 2024 Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, Chair and SID) Number in executive management Percentage of executive management White British or other White (including minority-white groups) 5 100% n/a (note 3) n/a (note 3) n/a (note 3) Minority ethnic - - (note 2) Not specified/prefer not to say - - Notes: 1. Meets target that at least 40% of Directors are women as set out in LR 9.8.6R (9)(a)(i). 2. Does not meet target that at least one Director is from a minority ethnic background as set out in LR 9.8.6R (9)(a)(iii). 3. This column is not applicable as the Company is externally managed and does not have any executive staff. Specifically, it does not have either a CEO or CFO. The Company considers that the roles of Chairman of the Board, Senior Independent Director and Chairs of the Audit Committee, Nomination and Remuneration Committee and Management Engagement Committee are senior Board positions and, accordingly, that the Company meets in spirit the requirement that at least one of the senior Board positions is held by a woman as set out in LR 9.8.6R (9)(a)(ii) . As shown in the above table, the Company has not as yet met the target set out in LR 9.8.6R (9)(a)(iii) that at least one Director is from a minority ethnic background. It is the Board’s intention that this target will be taken into account at the time of the next appointment. 56 Dunedin Income Growth Investment Trust PLC The Roles of the Chairman and Senior Independent Director The Chairman is responsible for providing effective leadership of the Board, demonstrating objective judgement and promoting a culture of openness and debate. The Chairman facilitates the effective contribution and encourages active engagement by each Director. In conjunction with the Company Secretary, the Chairman ensures that Directors receive accurate, timely and clear information to assist them with effective decision-making. The Chairman acts upon the results of the Board evaluation process by recognising strengths and addressing any weaknesses and also ensures that the Board engages with major shareholders and that all Directors understand shareholder views. The Senior Independent Director acts as a sounding board for the Chairman and acts as an intermediary for other Directors, when necessary. Working closely with the Nomination and Remuneration Committee, the Senior Independent Director takes responsibility for an orderly succession process for the Chairman, and leads the annual appraisal of the Chairman’s performance. The Senior Independent Director is also available to shareholders to discuss any concerns they may have. Directors’ and Officers’ Liability Insurance The Company maintains insurance in respect of Directors’ and Officers’ liabilities in relation to their acts on behalf of the Company. Each Director is entitled to be indemnified out of the assets of the Company to the extent permitted by law against any loss or liability incurred by him or her in the execution of his or her duties in relation to the affairs of the Company. These rights are included in the Articles of Association of the Company. Management of Conflicts of Interest The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, each Director prepares a list of other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his or her connected persons. The Board considers each Director’s situation and decides whether to approve any conflict, taking into consideration what is in the best interests of the Company and whether the Director’s ability to act in accordance with his or her wider duties is affected. Each Director is required to notify the Company Secretary of any potential, or actual, conflict situations that will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting. No Director has a service contract with the Company although all Directors are issued with letters of appointment. There were no contracts during, or at the end of the year, in which any Director was interested. The Company has a policy of conducting its business in an honest and ethical manner. The Company takes a zero- tolerance approach to bribery and corruption and has procedures in place that are proportionate to the Company’s circumstances to prevent them. The Manager also adopts a group-wide zero-tolerance approach and has its own detailed policy and procedures in place to prevent bribery and corruption. Copies of the Manager’s anti-bribery and corruption policies are available on its website. In relation to the corporate offence of failing to prevent tax evasion, it is the Company’s policy to conduct all business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion whether under UK law or under the law of any foreign country and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships. Directors’ Report Continued Dunedin Income Growth Investment Trust PLC 57 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Corporate Governance The Company is committed to high standards of corporate governance. The Board is accountable to the Company’s shareholders for good governance and this statement describes how the Company has applied the principles identified in the UK Corporate Governance Code as published in July 2018 (the “UK Code”), which is available on the Financial Reporting Council’s (the “FRC”) website: frc.org.uk. The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published in February 2019 (the “AIC Code”). The AIC Code addresses the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company. The AIC Code is available on the AIC’s website: theaic.co.uk. The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders. The Board confirms that, during the year, the Company complied with the principles and provisions of the AIC Code and the relevant provisions of the UK Code, except as set out below. The UK Code includes provisions relating to: · interaction with the workforce (provisions 2, 5 and 6); · the role and responsibility of the chief executive (provisions 9 and 14); · requirement of the chairman of a remuneration committee to have served on a remuneration committee for at least 12 months prior to appointment (provision 32); and · executive directors’ remuneration (provisions 33 and 36 to 40). These provisions are not repeated in the AIC Code and the Board therefore considers that they are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company’s day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions. Full details of the Company’s compliance with AIC Code can be found on its website. Board Committees The Board has appointed a number of Committees, as set out below. Copies of their terms of reference, which clearly define the responsibilities and duties of each Committee, are available on the Company’s website, or upon request from the Company. The terms of reference of each of the Committees are reviewed and re-assessed by the Board for their adequacy on an ongoing basis. Audit Committee The Audit Committee’s Report is contained on pages 65 to 67. Management Engagement Committee The Management Engagement Committee consists of all the Directors and is chaired by Christine Montgomery. The terms and conditions of the Manager’s appointment, including an evaluation of performance and fees, are reviewed by the Committee on an annual basis. The Committee also keeps the resources of the abrdn Group under review, together with its commitment to the Company and its investment trust business. In addition, the Committee conducts an annual review of the performance, terms and conditions of the Company’s main third party suppliers. The Board remains satisfied with the capability of the abrdn Group to deliver satisfactory investment performance, that its investment screening processes are thorough and robust and that it employs a well-resourced team of skilled and experienced fund managers. In addition, the Board is satisfied that the abrdn Group has the secretarial, administrative and promotional skills required for the effective operation and administration of the Company. Accordingly, the Board believes that the continuing appointment of the Manager on the terms agreed is in the interests of shareholders as a whole. Nomination and Remuneration Committee The Nomination and Remuneration Committee consists of all the Directors. The Committee is chaired by Howard Williams who has relevant experience and understanding of the Company. The Committee reviews the effectiveness of the Board, succession planning, Board appointments, appraisals and training, and determines the Directors’ remuneration policy and level of remuneration, including for the Chairman. The Committee also considers the need to appoint an external remuneration consultant. Further details of the remuneration policy are provided in the Directors’ Remuneration Report on pages 61 to 64. 58 Dunedin Income Growth Investment Trust PLC During the year, the Committee undertook an annual appraisal of the Chairman of the Board, individual Directors and the performance of Committees and the Board as a whole. This process involved the completion of questionnaires by each Director and follow-on discussions between the Chairman and each Director. The appraisal of the Chairman was undertaken by the Senior Independent Director. The results of the process were discussed by the Board following its completion, with appropriate action points made. Following the evaluation process, the Board believes that it continues to operate in an efficient and effective manner with each Director making a significant contribution to the Board. The intention is that the evaluation is externally facilitated every three years, the next such review to be conducted during the year ending 31 January 2025. The Committee considers succession planning on at least an annual basis. Potential new Directors are identified against the requirements of the Company’s business and the need to have a balance of skills, experience, independence, diversity and knowledge of the Company within the Board. Going Concern The Company’s assets consist mainly of equity shares in companies listed on the London Stock Exchange and in most circumstances are considered to be realisable within a short timescale. The Board has set limits for borrowing and derivative contract positions and regularly reviews actual exposures, cash flow projections and compliance with loan covenants. The Directors have considered the fact that Company’s investments comprise readily realisable securities which can be sold to meet funding requirements if necessary. The Directors have also performed stress testing on the portfolio and the loan financial covenants. The Company has borrowings in the form of £30 million 3.99% Loan Notes that mature in December 2045, and a £30 million multi-currency revolving credit facility with The Bank of Nova Scotia, London Branch, which matures in July 2024. The Board has reviewed indicative quotes for the renewal of the multi-currency revolving credit facility and expects to be able to renew it upon its maturity with a similar facility. Following this assessment, the Directors believe that the Company has adequate financial resources to continue in operational existence for the foreseeable future and for at least twelve months from the date of this Report. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements. Accountability and Audit The respective responsibilities of the Directors and the Auditor in connection with the financial statements appear on pages 70, and 75. Each Director confirms that, so far as he or she is aware, there is no relevant audit information of which the Company’s Auditor is unaware, and they have taken all the steps that they could reasonably be expected to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information. Independent Auditor The Company’s Auditor, Deloitte LLP, has indicated its willingness to remain in office. The Board will propose resolutions at the Annual General Meeting to re-appoint Deloitte LLP as Auditor for the ensuing year and to authorise the Directors to determine its remuneration. Relations with Shareholders The Directors place a great deal of importance on communications with shareholders. Shareholders and investors may obtain up to date information on the Company through its website. The Board’s policy is to communicate directly with shareholders and their representative bodies without the involvement of the management group (including the Company Secretary or the Manager) in situations where direct communication is required, and representatives from the Board and Manager meet with major shareholders on at least an annual basis in order to gauge their views. abrdn Holdings Limited has been appointed Company Secretary to the Company. Whilst abrdn Holdings Limited is a wholly owned subsidiary of the abrdn Group, there is a clear separation of roles between the Manager and Company Secretary with different board compositions and different reporting lines in place. The Company Secretary only acts on behalf of the Board, not the Manager, and there is no filtering of communication. At each Board meeting the Board receives full details of any communication from shareholders to which the Chairman responds personally as appropriate. Directors’ Report Continued Dunedin Income Growth Investment Trust PLC 59 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Directors attend meetings with the Company’s largest shareholders and meet other shareholders at the Annual General Meeting and, as explained in the Chairman’s Statement, the Company will hold an online shareholder presentation in advance of the Annual General Meeting this year, which will include an interactive question and answer session. The notice of the Annual General Meeting is sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board and Manager at the meeting. Disclosures in Strategic Report In accordance with Section 414 C (11) of the Companies Act 2006, the following information otherwise required to be set out in the Directors’ Report has been included in the Strategic Report: risk management objectives and policies and likely future developments in the business. Annual General Meeting The Annual General Meeting will be held at 18 Bishops Square, London E1 6EG at 12 noon on Thursday 23 May 2024. The Notice of the Meeting is included on pages 116 to 121. Resolutions including the following business will be proposed: Allotment of Shares Resolution 11 will be proposed as an ordinary resolution to confer an authority on the Directors, in substitution for any existing authority, to allot up to 33.33% of the issued Ordinary share capital of the Company (excluding treasury shares) as at the date of the passing of the resolution (up to a maximum aggregate nominal amount of £12,085,441 based on the number of Ordinary shares in issue as at the date of this Report) in accordance with Section 551 of the Companies Act 2006. The authority conferred by this resolution will expire at the next Annual General Meeting of the Company or on 31 July 2025, whichever is earlier (unless previously revoked, varied or extended by the Company in general meeting). The Directors consider that the authority proposed to be granted by resolution 11 is necessary to retain flexibility, although they do not at the present time have any intention of exercising such authority. Limited Disapplication of Pre-emption Provisions Resolution 12 will be proposed as a special resolution and seeks to give the Directors power to allot Ordinary shares and to sell Ordinary shares held in treasury (see below) (i) by way of a rights issue (subject to certain exclusions); (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of existing shareholders in proportion to their shareholdings (subject to certain exclusions); and (iii) to persons other than existing shareholders for cash up to a maximum aggregate nominal amount representing 5% of the Company’s issued Ordinary share capital as at the date of the passing of the resolution (up to an aggregate nominal amount of £1,812,997 based on the number of Ordinary shares in issue as at the date of this Report), without first being required to offer such shares to existing shareholders pro rata to their existing shareholding. This power will expire at the conclusion of the next Annual General Meeting of the Company or on 31 July 2025, whichever is earlier (unless previously revoked, varied or extended by the Company in general meeting). The Company may buy back and hold shares in treasury and then sell them at a later date for cash rather than cancelling them. Such sales are required to be on a pre- emptive, pro rata basis to existing shareholders unless shareholders agree by special resolution to disapply such pre-emption rights. Accordingly, in addition to giving the Directors power to allot unissued Ordinary share capital on a non pre-emptive basis, resolution 12 will also give the Directors power to sell Ordinary shares held in treasury on a non pre-emptive basis, subject always in both cases to the limitations noted above. Pursuant to this power, Ordinary shares would only be issued for cash, and treasury shares would only be sold for cash, at a price of not less than the net asset value per share of the existing Ordinary shares (calculated after the deduction of prior charges at market value). Treasury shares are explained in more detail under the heading “Market Purchase of the Company’s own Ordinary Shares” below. 60 Dunedin Income Growth Investment Trust PLC Market Purchase of the Company’s own Ordinary Shares Resolution 13 will be proposed as a special resolution to authorise the Company to make market purchases of its own Ordinary shares. The Company may do either of the following things in respect of its own Ordinary shares which it buys back and does not immediately cancel but, instead, holds in treasury: · sell such shares (or any of them) for cash (or its equivalent); or · ultimately cancel the shares (or any of them). Treasury shares may be re-sold quickly and cost effectively. The Directors therefore intend to continue to take advantage of this flexibility as they deem appropriate. Treasury shares also enhance the Directors’ ability to manage the Company’s capital base. No dividends will be paid on treasury shares and no voting rights attach to them. The maximum aggregate number of Ordinary shares which may be purchased pursuant to the authority is 14.99% of the issued Ordinary share capital of the Company as at the date of the passing of the resolution (approximately 21.7 million Ordinary shares as at the date of this Report). The minimum price which may be paid for an Ordinary share is 25p (exclusive of expenses). The maximum price (exclusive of expenses) which may be paid for the shares is the higher of (a) 5% above the average of the middle market quotations of the Ordinary shares (as derived from the Daily Official List of the London Stock Exchange) for the shares for the five business days immediately preceding the date of purchase; and (b) the higher of the price of the last independent trade and the highest current independent bid on the main market for the Ordinary shares. This authority, if conferred, will expire at the conclusion of the next Annual General Meeting of the Company or on 31 July 2025, whichever is earlier (unless previously revoked, varied or extended by the Company in general meeting), and will be exercised only if it would result in an increase in net asset value per Ordinary share for the remaining shareholders and if it is in the best interests of shareholders as a whole. Increase in Directors’ Fee Cap The Company’s Articles of Association currently state that the aggregate remuneration of the Directors may not exceed £200,000 per annum. By way of ordinary resolution 14, the Board seeks shareholder approval to increase the aggregate amount to £250,000 per annum. The higher limit is being sought so as to allow for increases in Directors’ remuneration over a number of years and also for a higher level of aggregate fees during years when new Directors are appointed as part of the Board’s secession planning. Recommendation The Directors consider that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and recommend that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings, amounting to 48,080 Ordinary shares, representing 0.03% of the issued share capital as at the date of this Report. By order of the Board abrdn Holdings Limited Company Secretary 1 George Street Edinburgh EH2 2LL 3 April 2024 Directors’ Report Continued Dunedin Income Growth Investment Trust PLC 61 Strategic Report Governance Overview General Portfolio Other Information Financial Statements This Directors’ Remuneration Report comprises three parts: 1. a Remuneration Policy which is subject to a binding shareholder vote every three years (or sooner if varied during this interval) – most recently voted on at the Annual General Meeting on 16 May 2023; 2. an Implementation Report which is subject to an advisory vote on the level of remuneration paid during the year; and 3. an Annual Statement. Company law requires the Company’s Auditor to audit certain of the disclosures provided in the Directors’ Remuneration Report. Where disclosures have been audited, they are indicated as such. The Auditor’s report is included on pages 71 to 78. The Director’s Remuneration Policy and level of Directors’ remuneration are determined by the Nomination and Remuneration Committee, which is chaired by Howard Williams and comprises all of the Directors. The Directors’ Remuneration Policy takes into consideration the principles of the UK Corporate Governance Code and the AIC’s recommendations regarding the application of those principles to investment companies. No shareholder views have been sought in setting the remuneration policy although any comments received from shareholders are considered. Remuneration Policy The Board’s policy is that the remuneration of non- executive Directors should be sufficient to attract Directors of the quality required to run the Company successfully. The remuneration should also reflect the nature of the Directors’ duties, responsibilities, the value of their time spent and be fair and comparable to that of other investment trusts that are similar in size, and have similar capital structures and similar investment objectives. Appointment · The Company only intends to appoint non-executive Directors. · All the Directors are non-executive and are appointed under the terms of letters of appointment. · Under the terms of the Company’s Articles of Association, Directors are subject to election at the first Annual General Meeting after their appointment and are required to retire and be subject to re-election at least every three years thereafter. However, the Board has decided that all Directors will retire annually. · Any Director newly appointed to the Board will receive the fee applicable to each of the other Directors at the time of appointment together with any other fee then currently payable in respect of a specific role which the new Director is to undertake for the Company. · No incentive or introductory fees will be paid to encourage a person to become a Director. · Directors are not eligible for bonuses, pension benefits, share options, long term incentive schemes or other benefits. · Directors are entitled to re-imbursement of out-of- pocket expenses incurred in connection with the performance of their duties, including travel expenses. · The Company indemnifies its Directors for all costs, charges, losses, expenses and liabilities which may be incurred in the discharge of duties as a Director of the Company. Performance, Service Contracts, Compensation and Loss of Office · Directors’ remuneration is not subject to any performance related fee. · No Director has a service contract. · No Director was interested in contracts with the Company during the period or subsequently. · The terms of appointment provide that a Director may be removed without notice. · Compensation will not be due upon leaving office. · No Director is entitled to any other monetary payment or any assets of the Company. Directors’ & Officers’ liability insurance cover is maintained by the Company on behalf of the Directors. There were no changes to the Directors’ Remuneration Policy during the year nor are there any proposals for changes in the foreseeable future. Directors’ Remuneration Report 62 Dunedin Income Growth Investment Trust PLC Approval of Remuneration Policy and Statement of Voting at Annual General Meeting The Remuneration Policy was last approved by shareholders at the Annual General Meeting on 16 May 2023. 97.8% of proxy votes were in favour of the resolution and 2.2% were against. There were abstentions in respect of 712,258 shares. The Remuneration policy is reviewed by the Board on an annual basis and it is the Board’s intention that this Remuneration Policy will apply for the three year period ending 31 January 2026. Implementation Report Limit on Directors’ Fees Directors’ fees are set within the limits of the Company’s Articles of Association which limit the aggregate fees payable to the Board of Directors per annum. The current limit is £200,000 per annum and may only be increased by shareholder resolution. As explained in the Report of the Directors on page 60, an ordinary resolution will be proposed at the Annual General Meeting to seek shareholder approval to increase the aggregate limit to £250,000 per annum. The higher limit is being sought so as to allow for increases in Directors’ remuneration over a number of years and also for a higher level of aggregate fees during years when new Directors are appointed as part of the Board’s secession planning. Review of Directors’ Fees The levels of fees at the year end are set out in the table below. Fees are reviewed annually and were most recently changed with effect from 1 February 2023. 31 January 2024 £ 31 January 2023 £ Chairman 42,000 40,000 Chairman of Audit Committee 33,000 31,500 Director 28,000 26,500 An additional fee of £2,000 per annum is payable to the Senior Independent Director. The Nomination and Remuneration Committee carried out a review of the level of Directors’ fees during the year, which included consideration of fees paid by comparable investment trusts and the sector as a whole. Following this review, the Committee concluded that, with effect from 1 February 2024, fees should be increased to £44,000 for the Chairman, £35,500 for the Audit Committee Chairman and £29,500 for the other Directors. It was also agreed that an additional fee of £2,000 per annum should continue to be payable to the Senior Independent Director. There are no further fees to disclose as the Company has no employees, chief executive or executive directors. Company Performance The graph below shows the share price and NAV total returns (assuming all dividends are reinvested) to Ordinary shareholders compared to the total return from the FTSE All-Share Index for the ten year period to 31 January 2024 (rebased to 100 at 31 January 2014). This Index was chosen for comparison purposes as it is the Company’s benchmark used for investment performance measurement purposes. 80 100 120 140 160 180 200 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Share price total return NAV total return with debt at market value FTSE All-Share Index total return Spend on Pay As the Company has no employees, the Directors do not consider it appropriate to present a table comparing remuneration paid to employees with distributions to shareholders. The total fees paid to Directors are shown below. Directors’ Remuneration Report Continued Dunedin Income Growth Investment Trust PLC 63 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Fees Payable (Audited Information) The Directors who served during the year received the following emoluments in the form of fees. Director 2024 £ 2023 £ David Barron 42,000 40,000 Gay Collins 28,000 26,500 Jasper Judd 33,000 31,500 Christine Montgomery 28,000 26,500 Howard Williams 30,000 28,500 Total 161,000 153,000 The above amounts exclude any employers’ national insurance contributions. All fees are at a fixed rate and there is no variable remuneration. Fees are pro-rated where a change takes place during a financial year. There were no payments to third parties included in the fees referred to in the table above. Annual Percentage Change in Directors’ Remuneration The table below sets out the annual percentage change in Directors’ fees for the past four years. Year ended 31 January: 2024 2023 2022 2021 Director % % % % David Barron 5.0 5.3 2.7 5.7 Gay Collins A 5.7 n/a n/a n/a Jasper Judd 4.8 6.8 3.5 5.6 Christine Montgomery B 5.7 7.1 3.1 n/a Howard Williams C 5.3 6.5 8.1 7.6 A Appointed on 1 July 2021 B Appointed on 1 February 2020 C Appointed Senior Independent Director on 16 July 2020 Directors’ Interests in the Company The Directors are not required to have a shareholding in the Company. The Directors (including their connected persons) at 31 January 2024 and 31 January 2023 had no interest in the share capital of the Company other than those interests, all of which are beneficial, shown in the following table. 31 January 2024 31 January 2023 Ordinary shares Ordinary shares David Barron 21,977 21,977 Gay Collins 3,032 3,032 Jasper Judd 5,000 5,000 Christine Montgomery 5,000 5,000 Howard Williams 12,934 12,358 Since the year end Howard Williams has acquired an additional 137 Ordinary shares through a dividend re- investment plan. There have been no other changes to the Directors’ interests in the share capital of the Company since the year end up to the date of approval of this Report. Statement of Voting at Annual General Meeting At the Company’s last Annual General Meeting, held on 16 May 2023, shareholders approved the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) in respect of the year ended 31 January 2023. 98.6% of proxy votes were in favour of the resolution and 1.4% were against. There were abstentions in respect of 378,737 shares. A resolution to receive, adopt and approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) in respect of the year ended 31 January 2024 will be proposed at the Annual General Meeting. 64 Dunedin Income Growth Investment Trust PLC Annual Statement On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, it is confirmed that the above Remuneration Report summarises, as applicable, for the year to 31 January 2024: · the major decisions on Directors’ remuneration; · any substantial changes relating to Directors’ remuneration made during the year; and · the context in which the changes occurred and decisions have been taken. On behalf of the Board David Barron Chairman 3 April 2024 Continued Directors’ Remuneration Report Dunedin Income Growth Investment Trust PLC 65 Strategic Report Governance Overview General Portfolio Other Information Financial Statements The Audit Committee presents its Report for the year ended 31 January 2024. Committee Composition Throughout the year the Audit Committee consisted of all the Directors except for the Chairman of the Board, David Barron. The Committee is chaired by Jasper Judd who is a Chartered Accountant and has recent and relevant financial experience. The Board is satisfied that the Committee as a whole has competence relevant to the investment trust sector. Functions of the Audit Committee The principal role of the Audit Committee is to assist the Board in relation to the reporting of financial information, the review of financial controls and the management of risk. The Committee has defined terms of reference which are reviewed and re-assessed for their adequacy on at least an annual basis. Copies of the terms of reference are published on the Company’s website and are available from the Company on request. The Committee’s main functions are listed below: · to review and monitor the internal control systems and risk management systems (including review of non- financial risks) on which the Company is reliant (the Directors’ statement on the Company’s internal controls and risk management is set out below); · to consider whether there is a need for the Company to have its own internal audit function; · to monitor the integrity of the half-yearly and annual financial statements of the Company by reviewing, and challenging where necessary, the actions and judgements of the Manager; · to review, and report to the Board on, the significant financial reporting issues and judgements made in connection with the preparation of the Company’s financial statements, half-yearly financial reports, announcements and related formal statements; · to review the content of the Annual Report and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy; · to meet with the Auditor to review the proposed audit programme of work and the findings of the Auditor. The Committee shall also use this as an opportunity to assess the effectiveness of the audit process; · to develop and implement policy on the engagement of the Auditor to supply non-audit services. Non-audit fees paid to the Auditor during the year under review amounted to £nil (2023: £7,000, representing the review of the Half-Yearly Financial Report in the preceding year). All non-audit services must be approved in advance by the Audit Committee and will be reviewed in the light of statutory requirements and the need to maintain the Auditor’s independence; · to review a statement from the abrdn Group detailing the arrangements in place within the group whereby staff may, in confidence, escalate concerns about possible improprieties in matters of financial reporting or other matters; · to make recommendations in relation to the appointment of the Auditor and to approve the remuneration and terms of engagement of the Auditor; and · to monitor and review the Auditor’s independence, objectivity, effectiveness, resources and qualification. Activities During the Year The Audit Committee met twice during the year when, amongst other things, it considered the Annual Report and the Half-Yearly Financial Report in detail. Representatives of the abrdn Group’s internal audit, risk and compliance departments reported to the Committee at these meetings on matters such as internal control systems, risk management and the conduct of the business in the context of its regulatory environment. Internal Controls and Risk Management There is an ongoing process for identifying, evaluating and managing the Company’s significant business and operational risks, that has been in place for the year ended 31 January 2024 and up to the date of approval of the Annual Report, is regularly reviewed by the Board and accords with the FRC’s guidance on internal controls. The Board has overall responsibility for ensuring that there is a system of internal controls in place and a process for reviewing its effectiveness. Any system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. Audit Committee’s Report 66 Dunedin Income Growth Investment Trust PLC The design, implementation and maintenance of controls and procedures to safeguard the assets of the Company and to manage its affairs properly extends to operational and compliance controls and risk management. The Board, through the Audit Committee, has prepared its own risk register which lists potential risks as set out in the Strategic Report on pages 14 to 16. The Board considers the potential cause and possible effect of these risks as well as reviewing the controls in place to mitigate them. Clear lines of accountability have been established between the Board and the Manager. The Board receives regular reports covering key performance and risk indicators and considers control and compliance issues brought to its attention. In carrying out its review, the Board has had regard to the activities of the abrdn Group, including its internal audit and compliance functions, and the Auditor. The Board has reviewed the abrdn Group’s process for identifying and evaluating the significant risks faced by the Company and the policies and procedures by which these risks are managed. The Board has also reviewed the effectiveness of the abrdn Group’s system of internal control including its annual internal controls report prepared in accordance with the International Auditing and Assurance Standards Board’s International Standard on Assurances Engagements (“ISAE”) 3402, “Assurance Reports on Controls at a Service Organization”. Risks are identified and documented through a risk management framework by each function within the abrdn Group’s activities. Risk is considered in the context of the FRC’s guidance on internal controls and includes financial, regulatory, market, operational and reputational risk. This helps the internal audit risk assessment model identify those functions for review. Any weaknesses identified are reported to the Board and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Board. The key components designed to provide effective internal control are outlined below: · written agreements are in place which specifically define the roles and responsibilities of the Manager and other third party service providers; · the Board and Manager have agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on these issues, including performance statistics and investment valuations, are regularly submitted to the Board; · the Manager prepares forecasts and management accounts which allow the Board to assess the Company’s activities and review its performance; the emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception; · as a matter of course the abrdn Group’s compliance department continually reviews the Company’s operations; and · at its meeting in March 2024, the Audit Committee carried out an annual assessment of internal controls for the year ended 31 January 2024 by considering documentation from the abrdn Group, including the internal audit and compliance functions and taking account of events since 31 January 2024. The Board has considered the need for an internal audit function. However, the Company has no employees and the day-to-day management of the Company’s assets has been delegated to the abrdn Group which has its own compliance and internal control systems. The Board has therefore decided to place reliance on those systems and internal audit procedures and has concluded that it is not necessary for the Company to have its own internal audit function. Financial Statements and Significant Issues During its review of the Company’s financial statements for the year ended 31 January 2024, the Audit Committee considered the following significant issues, in particular those communicated by the Auditor during its planning and reporting of the year-end audit: Valuation and Existence of Investments How the issue was addressed - The Company’s investments have been valued in accordance with the accounting policies, as disclosed in note 2 c) to the financial statements. All investments are in quoted securities in active markets, are considered to be liquid and have been categorised as Level 1 within the FRS102 fair value hierarchy. The portfolio holdings and their pricing is reviewed and verified by the Manager on a regular basis and management accounts, including a full portfolio listing, are prepared for each Board meeting. The Company uses the services of an independent Depositary (The Bank of New York Mellon (International) Limited) to hold the assets of the Company. The Depositary checks the consistency of its records with those of the Manager on a monthly basis and reports to the Board on an annual basis. Audit Committee’s Report Continued Dunedin Income Growth Investment Trust PLC 67 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Recognition of Investment Income How the issue was addressed - The recognition of investment income is undertaken in accordance with the stated accounting policies. In addition, the Directors review the Company’s income, revenue forecasts and dividend comparisons at each Board meeting. Maintenance of Investment Trust Status How the issue was addressed - The Company has been approved as an investment trust under Sections 1158 and 1159 of the Corporation Tax Act 2010. Ongoing compliance with the eligibility criteria is monitored on a regular basis by the Manager and reported at each Board meeting. Review of the Auditor The Audit Committee has reviewed the effectiveness of the Auditor, Deloitte LLP (“Deloitte”), including: · Independence - the Auditor discusses with the Audit Committee, at least annually, the steps it takes to ensure its independence and objectivity and makes the Committee aware of any potential issues, explaining all relevant safeguards. · Quality of audit work - including the ability to resolve issues in a timely manner (identified issues are satisfactorily and promptly resolved), its communications/presentation of outputs (the explanation of the audit plan, any deviations from it and the subsequent audit findings are comprehensive and comprehensible), and working relationship with management (the Auditor has a constructive working relationship with the Manager). · Quality of people and service - including continuity and succession plans (the audit team is made up of sufficient, suitably experienced staff with provision made for knowledge of the investment trust sector and retention on rotation of the audit partner). In reviewing the Auditor, the Committee also took into account the FRC’s Audit Quality Inspection Report for Deloitte. Tenure of the Auditor Deloitte was initially appointed as the Company’s Auditor at the Annual General Meeting on 23 May 2017. In accordance with present professional guidelines the audit partner is rotated after no more than five years and the year ended 31 January 2024 is the second year for which the present audit partner, Michael Caullay, has served. In compliance with the appropriate regulations, the next audit tender of the Company is due to take place by 2027. The Audit Committee is satisfied that Deloitte is independent and therefore supports the recommendation to the Board that the re-appointment of Deloitte be put to shareholders for approval at the Annual General Meeting. Jasper Judd Chairman of the Audit Committee 3 April 2024 68 Dunedin Income Growth Investment Trust PLC Financial Statements The Company’s net asset value (“NAV”) increased by 6.7% on a total return basis, outperforming the FTSE All-Share Index which produced a total return of 1.9%. 2.1% of the Company’s total assets are invested in the Industrial Engineering sub-sector. Dunedin Income Growth Investment Trust PLC 69 70 Dunedin Income Growth Investment Trust PLC The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 ‘The Financial Reporting Standard Applicable in the UK and Republic of Ireland’. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: · select suitable accounting policies and then apply them consistently; · make judgments and estimates that are reasonable and prudent; · state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and · prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Statement of Corporate Governance that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website, but not for the content of any information included on the website that has been prepared or issued by third parties. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors confirm that to the best of their knowledge: · the financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and · the Annual Report taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company’s position and performance, business model and strategy; and · the Strategic Report and Directors’ Report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces. On behalf of the Board David Barron Chairman 3 April 2024 Statement of Directors’ Responsibilities Dunedin Income Growth Investment Trust PLC 71 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Report on the Audit of the Financial Statements 1. Opinion In our opinion the financial statements of Dunedin Income Growth Investment Trust PLC (the “Company”): · give a true and fair view of the state of the Company’s affairs as at 31 January 2024 and of its return for the year then ended; · have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and the Statement of Recommended Practice issued by the Association of Investment Companies in July 2022 ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’; and · have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements which comprise: · the Statement of Comprehensive Income; · the Statement of Financial Position; · the Statement of Changes in Equity; · the Statement of Cash Flows; and · the related notes 1 to 22. The financial reporting framework that has been applied in their preparation is applicable law, United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice)’ (“FRS 102”) and the Statement of Recommended Practice issued by the Association of Investment Companies in July 2022 ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (“SORP”). 2. 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’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the “FRC’s”) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Company. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 3. Summary of Our Audit Approach Key audit matters The key audit matter that we identified in the current year was: · Valuation and ownership of listed investments. Materiality The materiality that we used in the current year was £4.5 million (2023: £4.5 million) which was determined on the basis of 1% of net assets as at 31 January 2024. Scoping Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team. Significant changes in our approach There were no significant changes in our approach in the current year. Independent Auditor’s Report to Dunedin Income Growth Investment Trust PLC 72 Dunedin Income Growth Investment Trust PLC 4. 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 appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: · obtaining an understanding of management’s process for evaluating the Company’s ability to continue as a going concern; · reviewing the output of management's assessment of the Company's ability to remain an investment trust; · assessing the performance and position of the Company, including its strong cash position, dividend income and management fee expenses; · assessing whether the Company has complied with the covenant tests for its borrowings facilities in order to assess the continued availability of those facilities; · assessing the risks to the investment portfolio of market altering factors such as inflation and increased interest rates, by looking at the Company’s operational impact and business continuity plans; · assessing the Company’s ability to cover its expenses for the 12 month period from the date of signing the financial statements, including the ability of the Company to exit underperforming investments, if needed; and · assessing the appropriateness of the disclosures in the financial statements relating to going concern. 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 Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the reporting on how the Company 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. 5. Key Audit Matter Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current 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 thereon, and we do not provide a separate opinion on these matters. 5.1 Valuation and Ownership of Listed Investments Key audit matter description As an investment entity, the Company holds listed investments of £474.1 million as at 31 January 2024 (2023: £478.9 million). These represent the most quantitatively significant financial statement line on the Statement of Financial Position. There is a risk that investments may not be valued correctly or may not represent the property of the Company. This may result in a material misstatement within the investments held at fair value through profit or loss and we consider that there is a potential area for fraud since investment return is a key performance indicator for the Company. Refer to note 2 c) to the financial statements for the accounting policy on investments and details of the investments are disclosed in note 10 to the financial statements. The valuation and ownership of listed investments is included in the Audit Committee’s Report as a significant reporting matter on page 66. Independent Auditor’s Report to Dunedin Income Growth Investment Trust PLC Continued Dunedin Income Growth Investment Trust PLC 73 Strategic Report Governance Overview General Portfolio Other Information Financial Statements How the scope of our audit responded to the key audit matter We performed the following procedures to address the valuation and ownership of the listed investment portfolio: · we obtained an understanding of, and tested, relevant controls over the valuation and ownership of listed investments; we relied on these controls in our audit approach to investment valuation; · we independently valued 100% of the investment portfolio to the closing bid prices published by an independent pricing source; and · we confirmed the ownership of 100% of investments at the year-end date by obtaining independent third-party confirmations directly from the Custodian. Key observations Based on the work performed, we concluded that the valuation and ownership of listed investments was appropriate. 6. Our Application of Materiality 6.1 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. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Materiality £4.5 million (2023: £4.5 million) Basis for determining materiality 1% (2023: 1%) of net assets Rationale for the benchmark applied Net assets has been chosen as it is considered the most relevant benchmark for investors and is a key driver of shareholder value Net assets: £445.8m Materiality: £4.5m Audit Committee reporting threshold £0.2m Net Assets Materiality 74 Dunedin Income Growth Investment Trust PLC 6.2 Performance Materiality We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2024 audit (2023: 70%). In determining performance materiality, we considered the following factors: a) there have been no significant changes in the business structure and operations; b) our experience from previous audits has indicated a low number of corrected and uncorrected misstatements identified in prior periods; and c) there were no significant changes in the Company’s operating environment caused by the uncertainty and volatility brought about by inflation and increased interest rates. 6.3 Error Reporting Threshold We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.2 million (2023: £0.2 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. 7. An Overview of the Scope of our Audit 7.1 Scoping Our audit was scoped by obtaining an understanding of the Company and its environment, including internal control and assessing the risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team. 7.2 Our Consideration of the Control Environment The Administrator of the Company, BNP Paribas, provides day to day administration of the Company and is also responsible for the Company’s general administrative functions, including the calculation and publication of the net asset value and maintenance of the Company’s accounting and statutory records. In assessing the Company’s control environment, we considered controls in place at the Administrator. As part of this we reviewed BNP Paribas’ Service Organisation Controls (SOC 1) Report and have taken a controls reliance approach in respect of the controls relating to valuation and ownership of listed investments. We also reviewed the controls report of the Administrator in respect of general IT controls. We obtained a bridging letter to cover the gap between the SOC 1 report and the Company’s year end date. Further, we performed understanding of relevant business processes and controls that address the risk of material misstatement in financial reporting. 7.3 Our Consideration of Climate-Related Risks In planning our audit, we have considered the potential impact of climate change on the Company’s business and its financial statements. The Company continues to develop its assessment of the potential impacts of environmental, social and governance (“ESG”) on the Company, including climate change, as outlined on page 17. As a part of our audit, we held discussions with management to understand the process of identifying climate-related risks, management’s determination of mitigating actions and the impact on the Company’s financial statements. We performed our own qualitative risk assessment of the potential impact of climate change on the Company’s account balances and classes of transactions. We have read the disclosures in relation to climate change made in the other information within the Annual Report to ascertain whether the disclosures are materially consistent with the financial statements and our knowledge from our audit. Independent Auditor’s Report to Dunedin Income Growth Investment Trust PLC Continued Dunedin Income Growth Investment Trust PLC 75 Strategic Report Governance Overview General Portfolio Other Information Financial Statements 8. 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. 9. Responsibilities of the Directors As explained more fully in the Statement of Directors’ Responsibilities, 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 are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the 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 Company or to cease operations, or have no realistic alternative but to do so. 10. 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 FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s report. 11. 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. 76 Dunedin Income Growth Investment Trust PLC 11.1 Identifying and Assessing Potential Risks Related to Irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, we considered the following: · the nature of the industry and sector, control environment and business performance including the design of the Company’s remuneration policies, key drivers for remuneration, bonus levels and performance targets; · results of our enquiries of management, the Directors and the Audit Committee about their own identification and assessment of the risks of irregularities, including those that are specific to the Company’s sector; · any matters we identified having obtained and reviewed the Company’s documentation of its policies and procedures relating to: · identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; · detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; · the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; · the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following area: valuation and ownership of listed investments. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, the Listing Rules and UK tax legislation and the SORP. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. This included the requirements of the United Kingdom’s Financial Conduct Authority (“FCA”), the Alternative Investment Fund Managers Directive and the ESG Sourcebook. 11.2 Audit Response to Risks Identified As a result of performing the above, we identified the valuation and ownership of listed investments as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. In addition to the above, our procedures to respond to risks identified included the following: · reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; · enquiring of management and the Audit Committee concerning actual and potential litigation and claims; · performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; · reading minutes of meetings of those charged with governance; and · in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. Independent Auditor’s Report to Dunedin Income Growth Investment Trust PLC Continued Dunedin Income Growth Investment Trust PLC 77 Strategic Report Governance Overview General Portfolio Other Information Financial Statements We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Report on Other Legal and Regulatory Requirements 12. 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 are prepared is consistent with the financial statements; and · the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report or the Directors’ Report. 13. Corporate Governance Statement The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. 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 and 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 58; · the Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set out on page 18; · the Directors' statement on fair, balanced and understandable set out on page 70; · the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 14; · the section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on pages 65 to 66; and · the section describing the work of the Audit Committee set out on pages 65 to 67. 14. Matters on Which we are Required to Report by Exception 14.1 Adequacy of Explanations Received and Accounting Records Under the Companies Act 2006 we are required to report to you if, in our opinion: · we have not received all the information and explanations we require for our audit; or · adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or · the financial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. 78 Dunedin Income Growth Investment Trust PLC 14.2 Directors’ Remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’ remuneration have not been made or the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. 15. Other Matters Which we Are Required to Address 15.1 Auditor Tenure Following the recommendation of the Audit Committee, we were appointed by shareholders at the Annual General Meeting on 23 May 2017 to audit the financial statements for the period ending 31 January 2018 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is seven years, covering the years ending 31 January 2018 to 31 January 2024. 15.2 Consistency of the Audit Report with the Additional Report to the Audit Committee Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK). 16. Use of Our Report This report is made solely to the 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 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 Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Michael Caullay (Senior Statutory Auditor) For and on behalf of Deloitte LLP Statutory Auditor Glasgow United Kingdom 3 April 2024 Independent Auditor’s Report to Dunedin Income Growth Investment Trust PLC Continued Dunedin Income Growth Investment Trust PLC 79 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Year ended 31 January 2024 Year ended 31 January 2023 Revenue Capital Total Revenue Capital Total Notes £’000 £’000 £’000 £’000 £’000 £’000 Gains/(losses) on investments 10 – 4,712 4,712 – (13,996) (13,996) Currency profit/(loss) – 267 267 – (558) (558) Income 3 22,949 – 22,949 21,950 – 21,950 Investment management fee 4 (696) (1,044) (1,740) (682) (1,022) (1,704) Administrative expenses 5 (1,072) – (1,072) (951) – (951) Net return/(loss) before finance costs and taxation 21,181 3,935 25,116 20,317 (15,576) 4,741 Finance costs 6 (757) (1,116) (1,873) (597) (888) (1,485) Return/(loss) before taxation 20,424 2,819 23,243 19,720 (16,464) 3,256 Taxation 7 (410) – (410) (412) – (412) Return/(loss) after taxation 20,014 2,819 22,833 19,308 (16,464) 2,844 Return/(loss) per Ordinary share (pence) 9 13.54 1.91 15.45 13.02 (11.10) 1.92 The column of this statement headed “Total” represents the profit and loss account of the Company. All revenue and capital items in the above statement derive from continuing operations. The accompanying notes are an integral part of the financial statements. Statement of Comprehensive Income 80 Dunedin Income Growth Investment Trust PLC As at As at 31 January 2024 31 January 2023 Notes £’000 £’000 Non-current assets Investments at fair value through profit or loss 10 474,087 478,895 Current assets Debtors 11 2,925 2,452 Cash and cash equivalents 12,868 12,267 15,793 14,719 Creditors: amounts falling due within one year Bank loan 12 (13,307) (13,762) Other creditors 12 (1,013) (1,509) (14,320) (15,271) Net current assets/(liabilities) 1,473 (552) Total assets less current liabilities 475,560 478,343 Creditors: amounts falling due after more than one year 13 (29,745) (29,738) Net assets 445,815 448,605 Capital and reserves Called-up share capital 14 38,419 38,419 Share premium account 4,908 4,908 Capital redemption reserve 1,606 1,606 Capital reserve 376,996 379,839 Revenue reserve 16 23,886 23,833 Equity shareholders’ funds 445,815 448,605 Net asset value per Ordinary share (pence) 17 304.99 302.57 The financial statements were approved and authorised for issue by the Board of Directors on 3 April 2024 and were signed on its behalf by: David Barron Director Company Number: SC000881 The accompanying notes are an integral part of the financial statements. Statement of Financial Position Dunedin Income Growth Investment Trust PLC 81 Strategic Report Governance Overview General Portfolio Other Information Financial Statements For the year ended 31 January 2024 Share Capital Share premium redemption Capital Revenue capital account reserve reserve reserve Total Notes £’000 £’000 £’000 £’000 £’000 £’000 Balance at 31 January 2023 38,419 4,908 1,606 379,839 23,833 448,605 Return after taxation – – – 2,819 20,014 22,833 Repurchase of shares for Treasury – – (5,662) – (5,662) Dividends paid 8 – – – – (19,961) (19,961) Balance at 31 January 2024 38,419 4,908 1,606 376,996 23,886 445,815 For the year ended 31 January 2023 Share Capital Share premium redemption Capital Revenue capital account reserve reserve reserve Total Notes £’000 £’000 £’000 £’000 £’000 £’000 Balance at 31 January 2022 38,419 4,619 1,606 396,303 23,632 464,579 (Loss)/return after taxation – – – (16,464) 19,308 2,844 Issue of shares from Treasury – 289 – – – 289 Dividends paid 8 – – – – (19,107) (19,107) Balance at 31 January 2023 38,419 4,908 1,606 379,839 23,833 448,605 The Revenue reserve and the part of the Capital reserve represented by realised capital gains represent the amount of the Company’s reserves distributable by way of dividend. The accompanying notes are an integral part of the financial statements. Statement of Chan g es in Equity 82 Dunedin Income Growth Investment Trust PLC Year ended Year ended 31 January 2024 31 January 2023 Notes £’000 £’000 Operating activities Net return before finance costs and taxation 25,116 4,741 Adjustment for: (Gains)/losses on investments (4,712) 13,996 Currency (gains)/losses (267) 558 Decrease in accrued dividend income 196 18 Decrease/(increase) in other debtors excluding tax 15 (16) Increase in other creditors 109 186 Overseas withholding tax (1,093) (1,052) Net cash flow from operating activities 19,364 18,431 Investing activities Purchases of investments (91,372) (109,784) Sales of investments 100,244 120,822 Net cash from investing activities 8,872 11,038 Financing activities Interest paid (1,916) (1,409) Dividends paid 8 (19,961) (19,107) Buyback of Ordinary shares for treasury (5,571) – Issue of shares from treasury – 289 Net cash used in financing activities (27,448) (20,227) Increase in cash and cash equivalents 788 9,242 Analysis of changes in cash and cash equivalents during the year Opening balance 12,267 2,855 Effect of exchange rate fluctuations on cash held (187) 170 Increase in cash as above 788 9,242 Closing balance 12,868 12,267 The accompanying notes are an integral part of the financial statements. A reconciliation of the changes in net debt can be found in note 18 on page 95. Statement of Cash Flows Dunedin Income Growth Investment Trust PLC 83 Strategic Report Governance Overview General Portfolio Other Information Financial Statements 1. Principal activity The Company is a closed-end investment company, registered in Scotland No. SC000881, with its Ordinary shares being listed on the London Stock Exchange. 2. Accounting policies (a) Basis of preparation and going concern. The financial statements have been prepared in accordance with Financial Reporting Standard 102, the requirements of the Companies Act 2006 and with the AIC (“Association of Investment Companies”) Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ issued in July 2022. The financial statements are prepared in sterling which is the functional currency of the Company and rounded to the nearest £’000. They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The Company’s assets consist mainly of equity shares in companies listed on the London Stock Exchange and in most circumstances are considered to be realisable within a short timescale. The Board has set limits for borrowing and derivative contract positions and regularly reviews actual exposures, cash flow projections and compliance with loan covenants. The Directors have considered the fact that Company’s investments comprise readily realisable securities which can be sold to meet funding requirements if necessary. The Directors have also performed stress testing on the portfolio and the loan financial covenants. The Company has borrowings in the form of £30 million 3.99% Loan Notes that mature in December 2045, and a £30 million multi-currency revolving credit facility with The Bank of Nova Scotia, London Branch, which matures in July 2024. The Board has reviewed indicative quotes for the renewal of the multi-currency revolving credit facility and expects to be able to renew it upon its maturity with a similar facility. Following this assessment, the Directors believe that the Company has adequate financial resources to continue in operational existence for the foreseeable future and for at least twelve months from the date of this Report. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements. Critical accounting judgements and key sources of estimation uncertainty. The preparation of financial statements requires the use of certain significant accounting judgements, estimates and assumptions which requires management to exercise its judgement in the process of applying the accounting policies which are continually evaluated. The Board considers that there are no accounting judgements, estimates and assumptions which would significantly impact the financial statements. (b) Revenue, expenses and interest payable. Income from equity investments (other than special dividends), including taxes deducted at source, is included in revenue by reference to the date on which the investment is quoted ex-dividend. Special dividends are credited to revenue or capital according to the circumstances. Foreign income is converted at the exchange rate applicable at the time of receipt. Interest receivable on short term deposits and expenses are accounted for on an accruals basis. Income from underwriting commission is recognised as earned. Interest payable is calculated on an effective yield basis. Stock lending income is recognised on an accruals basis. Underwriting commission is taken to revenue, unless any shares underwritten are required to be taken up, in which case the proportionate commission received is deducted from the cost of the investment. Expenses are charged to capital when they are incurred in connection with the maintenance or enhancement of the value of investments. In this respect, the investment management fee and relevant finance costs, including the amortisation of expenses, are allocated between revenue and capital in line with the Board’s expectation of returns from the Company’s investments over the long-term of 40% to revenue and 60% to capital. Notes to the Financial Statements For the year ended 31 January 2024 84 Dunedin Income Growth Investment Trust PLC (c) Investments. Investments have been designated upon initial recognition as fair value through profit or loss. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned, and are measured initially at fair value. Subsequent to initial recognition, investments are recognised at fair value through profit or loss. For listed investments, this is deemed to be bid market prices or closing prices for SETS stocks sourced from the London Stock Exchange. SETS is the London Stock Exchange electronic trading service covering most of the market including all FTSE All-Share and the most liquid AIM constituents. Gains or losses arising from changes in fair value are included in net profit or loss for the period as a capital item in the Statement of Comprehensive Income. (d) Dividends payable. Final dividends payable to equity shareholders are recognised in the financial statements when they have been approved by Shareholders and become a liability of the Company. Interim dividends are recognised in the financial statements in the period in which they are paid. (e) Nature and purpose of reserves Called-up share capital. The Ordinary share capital on the Statement of Financial Position relates to the number of shares in issue and in treasury. Only when the shares are cancelled, either from treasury or directly, is a transfer made to the capital redemption reserve. Share premium account. The balance classified as share premium includes the premium above the nominal value from the proceeds on issue of any equity share capital comprising Ordinary shares of 25p. Capital redemption reserve. The capital redemption reserve is used to record the amount equivalent to the nominal value of any of the Company’s own shares purchased and cancelled in order to maintain the Company’s capital. Capital reserve. Gains or losses on the disposal of investments and changes in the fair values of investments are transferred to the capital reserve. The capital element of the management fee and relevant finance costs are charged to this reserve. Any associated tax relief is also credited to this reserve. Certain other items including gains or losses on foreign currency and special dividends are also allocated to this reserve as appropriate. The part of this reserve represented by realised capital gains is available for distribution by way of dividend. The costs of share buybacks to be held in treasury are also deducted from this reserve. Revenue reserve. Income and expenses which are recognised in the revenue column of the Statement of Comprehensive Income are transferred to the revenue reserve. The revenue reserve is available for distribution by way of dividend. (f) Taxation. The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Owing to the Company’s status as an investment trust, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments. (g) Foreign currency. Monetary assets and liabilities and non-monetary assets held at fair value denominated in foreign currencies are converted into sterling at the rate of exchange ruling at the reporting date. Transactions during the year involving foreign currencies are converted at the rate of exchange ruling at the transaction date. Gains or losses arising from a change in exchange rates subsequent to the date of a transaction are included as a currency gain or loss in revenue or capital in the Statement of Comprehensive Income, depending on whether the gain or loss is of a revenue or capital nature. The Company receives a proportion of its investment income in foreign currency. These amounts are translated at the rate ruling on the date of receipt. Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 85 Strategic Report Governance Overview General Portfolio Other Information Financial Statements (h) Traded options. The Company may enter into certain derivative contracts (e.g. options). Option contracts are accounted for as separate derivative contracts and are therefore shown in other assets or other liabilities at their fair value. The initial fair value is based on the initial premium, which is recognised upfront. The premium received and fair value changes in the open position which occur due to the movement in underlying securities are recognised in the revenue column, losses realised on the exercise of the contracts are recorded in the capital column of the Statement of Comprehensive Income. In addition, the Company may enter into derivative contracts to manage market risk and gains or losses arising on such contracts are recorded in the capital column of the Statement of Comprehensive Income. (i) Borrowings. Borrowings are measured initially at the fair value of the consideration received, net of any issue expenses, and subsequently at amortised cost using the effective interest method. The finance costs of such borrowings are accounted for on an accruals basis using the effective interest rate method and are charged 40% to revenue and 60% to capital in the Statement of Comprehensive Income to reflect the Company’s investment policy and prospective income and capital growth. (j) Treasury shares. When the Company purchases the Company’s equity share capital to be held as treasury shares, the amount of the consideration paid, which includes directly attributable costs, is net of any tax effects, and is recognised as a deduction from the capital reserve. When these shares are sold subsequently, the amount received is recognised as an increase in equity, and any resulting surplus on the transaction is transferred to the share premium account and any resulting deficit is transferred from the capital reserve. 3. Income 2024 2023 £’000 £’000 Income from investments UK dividend income 14,970 13,643 Overseas dividends 5,843 6,262 20,813 19,905 Other income Income on derivatives 2,060 2,007 Interest on tax reclaims 3 – Interest received on withholding tax refunds 73 38 2,136 2,045 Total income 22,949 21,950 During the year, the Company earned premiums totalling £2,060,000 (2023 – £2,007,000) in exchange for entering into derivative transactions. The Company had no open positions in derivative contracts at 31 January 2024 (2023 – no open positions). Losses realised on the exercise of derivative transactions are disclosed in note 10. 86 Dunedin Income Growth Investment Trust PLC 4. Management fee 2024 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Management fee 696 1,044 1,740 682 1,022 1,704 The Company has an agreement with abrdn Fund Managers Limited (“aFML”) for the provision of investment management, risk management, accounting, administrative and secretarial services. The management fee is calculated and charged, on a monthly basis, at 0.45% per annum on the first £225 million, 0.35% per annum on the next £200 million and 0.25% per annum on amounts over £425 million of the net assets of the Company, with debt at par and excluding commonly managed funds. The balance due at the year end was £289,000 (2023 – £286,000). The management fee is allocated 40% to revenue and 60% to capital. There were no commonly managed funds held in the portfolio during the year to 31 January 2024 (2023 – none). The management agreement may be terminated by either party on six months’ written notice. 5. Administrative expenses 2024 2023 £’000 £’000 Directors’ fees 161 153 Auditor’s remuneration (excluding VAT): – fees payable to the Company’s Auditor for the audit of the Company’s annual accounts 34 30 – fees payable to the Company’s Auditor for other services: – interim review – 7 Irrecoverable VAT 64 61 Promotional activities 246 243 Registrar’s fees 46 43 Share plan fees 149 120 Printing and postage 104 65 Other expenses 268 229 1,072 951 Expenses of £246,000 (2023 – £243,000) were paid to aFML in respect of the promotional activities of the Company. The balance outstanding at the year end was £79,000 (2023 – £81,000). Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 87 Strategic Report Governance Overview General Portfolio Other Information Financial Statements 6. Finance costs 2024 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Bank loan 263 394 657 110 166 276 Loan Notes – repayable after more than five years 479 718 1,197 479 718 1,197 Amortised Loan Notes issue expenses 3 4 7 3 4 7 Bank overdraft 12 – 12 5 – 5 757 1,116 1,873 597 888 1,485 Finance costs (excluding bank overdraft interest) are allocated 40% to revenue and 60% to capital. 7. Taxation 2024 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 (a) Analysis of charge for the year Overseas tax suffered 1,203 – 1,203 1,154 – 1,154 Overseas tax reclaimable (793) – (793) (742) – (742) Total tax charge for the year 410 – 410 412 – 412 88 Dunedin Income Growth Investment Trust PLC (b) Factors affecting the tax charge for the year. The UK corporation tax rate is 25% (2023 – 19%). The tax assessed for the year is lower than the rate of corporation tax. The differences are explained below: 2024 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Return before taxation 20,424 2,819 23,243 19,720 (16,464) 3,256 Corporation tax at 24% (2023 – 19%) 4,902 677 5,579 3,747 (3,128) 619 Effects of: – Non-taxable UK dividend income (3,406) – (3,406) (2,628) – (2,628) Non-taxable stock dividends – – – – – Capital (gains)/losses on investments not taxable – (1,123) (1,123) – 2,659 2,659 Expenses not deductible for tax purposes 1 – 1 1 – 1 Currency (gains)/losses not taxable – (73) (73) – 106 106 Overseas taxes 410 – 410 412 – 412 Non-taxable overseas dividends (1,402) – (1,402) (1,050) – (1,050) Excess management expenses (95) 519 424 (70) 363 293 Total tax charge 410 – 410 412 – 412 (c) Factors that may affect future tax charges. At the year end, the Company has, for taxation purposes only, accumulated unrelieved management expenses and loan relationship deficits of £135,671,000 (2023 – £133,906,000). A deferred tax asset in respect of this has not been recognised and these unrelieved expenses will only be utilised if the Company has profits chargeable to corporation tax in the future. The UK corporation tax rate increased to 25% with effect from 1 April 2023. This impacted, where appropriate, the value of UK deferred tax balances and the tax charged on future UK profits. Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 89 Strategic Report Governance Overview General Portfolio Other Information Financial Statements 8. Ordinary dividends on equity shares 2024 2023 £’000 £’000 Amounts recognised as distributions paid during the year: Third interim dividend for 2023 – 3.00p (2022 – 3.00p) 4,448 4,445 Final dividend for 2023 – 4.10p (2022 – 3.90p) 6,079 5,782 First interim dividend for 2024 – 3.20p (2023 – 3.00p) 4,744 4,448 Second interim dividend for 2024 – 3.20p (2023 – 3.00p) 4,709 4,448 Return of unclaimed dividends A (19) (16) 19,961 19,107 A Unclaimed dividends returned to the Company during the year ended 31 January 2024 have been donated to charity (see note 22). A third interim dividend of 3.20p per Ordinary share was declared on 14 December 2023, payable on 29 February 2024 to shareholders on the register on 2 February 2024 and has not been included as a liability in these financial statements. The final dividend of 4.15p per Ordinary share was approved by the Board on 3 April 2024, payable on 31 May 2024 to shareholders on the register on 3 May 2024 and has not been included as a liability in the financial statements. The table below sets out the total dividends paid and proposed in respect of the financial year, which is the basis upon which the requirements of Sections 1158–1159 of the Corporation Tax Act 2010 are considered. The net revenue available for distribution by way of dividend for the year is £20,014,000 (2023 – £19,308,000). 2024 2023 £’000 £’000 First interim dividend for 2024 – 3.20p (2023 – 3.00p) 4,744 4,448 Second interim dividend for 2024 – 3.20p (2023 – 3.00p) 4,709 4,448 Third interim dividend for 2024 – 3.20p (2023 – 3.00p) 4,678 4,448 Final dividend for 2024 – 4.15p (2023 – 4.10p) 6,019 6,079 20,150 19,423 The final dividend is based on the latest share capital of 145,039,800 Ordinary shares excluding those held in treasury. 90 Dunedin Income Growth Investment Trust PLC 9. Return per Ordinary share 2024 2023 £’000 p £’000 p Revenue return 20,014 13.54 19,308 13.02 Capital return/(loss) 2,819 1.91 (16,464) (11.10) Total return 22,833 15.45 2,844 1.92 Weighted average number of Ordinary shares in issue 147,764,075 148,256,451 10. Investments at fair value through profit or loss 2024 2023 £’000 £’000 Opening book cost 424,815 428,488 Investment holdings gains 54,080 73,935 Opening fair value 478,895 502,423 Analysis of transactions made during the year Purchases 90,723 110,433 Sales - proceeds (100,243) (119,965) Gains/(losses) on investments 4,712 (13,996) Closing fair value 474,087 478,895 Closing book cost 409,443 424,815 Closing investment holdings gains 64,644 54,080 Closing fair value 474,087 478,895 The Company received £100,243,000 (2023 - £119,965,000) from investments sold in the year. The book cost of these investments when they were purchased was £105,411,000 (2023 - £114,106,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments. The realised gains figure above includes losses realised on the exercise of traded options of £1,251,000 (2023 - £625,000). Premiums received of £2,060,000 (2023 - £2,007,000) are included within income per note 3. Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 91 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Transaction costs. During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within gains/(losses) on investments in the Statement of Comprehensive Income. The total costs were as follows: 2024 2023 £’000 £’000 Purchases 333 506 Sales 55 76 388 582 The above transaction costs are calculated in line with the AIC SORP. The transaction costs in the Company’s Key Information Document are calculated on a different basis and in line with the PRIIPs regulations. 11. Debtors: amounts falling due within one year 2024 2023 £’000 £’000 Net dividends and interest receivable 568 763 Tax recoverable 2,340 1,657 Other loans and receivables 17 32 2,925 2,452 12. Creditors: amounts falling due within one year 2024 2023 (a) Bank loan £’000 £’000 EUR 15,600,000 – 11 February 2023 – 13,762 EUR 15,600,000 – 11 February 2024 13,307 – 13,307 13,762 The Company has a £30,000,000 multi–currency revolving credit facility with The Bank of Nova Scotia, London Branch committed until 11 July 2024. Under the terms of the facility, subject to the lender’s credit approval, the Company has the option to increase the level of the facility from £30,000,000 to £40,000,000 at any time, should further investment opportunities be identified. As at 31 January 2024 €15,600,000 had been drawn down at a rate of 5.130% (2023 – €15,600,000 at a rate of 3.618%), which matured on 15 February 2024. At the date this Report was approved €15,600,000 had been drawn down at a rate of 5.109%, maturing on 15 April 2024. The terms of the loan facility contain covenants that the adjusted asset coverage is not be less than 4.00 to 1.00 and that the minimum net assets of the Company are £200 million. 92 Dunedin Income Growth Investment Trust PLC 2024 2023 (b) Other creditors £’000 £’000 Loan Notes and bank loan interest 209 257 Amount due to brokers 92 649 Sundry creditors 712 603 1,013 1,509 13. Creditors: amounts falling due after more than one year 2024 2023 £’000 £’000 3.99% Loan Notes 2045 30,000 30,000 Unamortised Loan Note issue expenses (255) (262) 29,745 29,738 The 3.99% Loan Notes were issued in December 2015 and are due to be redeemed at par on 8 December 2045. Interest is payable in half-yearly instalments in June and December. The Loan Notes are secured by a floating charge over the whole of the assets of the Company. The Company has complied with the Loan Note Trust Deed covenant that total net borrowings (ie. after the deduction of cash balances) should not exceed 33% of the Company’s net asset value and that the Company’s net asset value should not be less than £200 million. The fair value of the Loan Notes as at 31 January 2024 was £23,916,000 (2023 – £29,393,000), the value stated in note 19. The effect on the net asset value of deducting the Loan Notes at fair value rather than at par is disclosed in note 17. 14. Called-up share capital 2024 2023 £’000 £’000 Allotted, called up and fully paid: 146,172,889 (2023 – 148,264,670) Ordinary shares of 25p each – equity 36,543 37,066 Treasury shares: 7,505,046 (2023 – 5,413,265) Ordinary shares of 25p each – equity 1,876 1,353 38,419 38,419 The Ordinary share capital on the Statement of Financial Position relates to the number of shares in issue and in treasury. Only when the shares are cancelled, either from treasury or directly, is a transfer made to the capital redemption reserve. During the year the Company issued no Ordinary shares (2023 – 100,000 shares issued at a price of 290p per share). During the year the Company repurchased 2,091,781 (2023 – nil) Ordinary shares at a cost of £5,662,000, including expenses. All of the shares were placed in treasury. Subsequent to the year end the Company repurchased a further 1,133,089 Ordinary shares at a total cost of £3,135,000. Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 93 Strategic Report Governance Overview General Portfolio Other Information Financial Statements 15. Analysis of changes in financing during the year 2024 2023 Equity Equity share capital share capital (including Loan (including Loan premium) Notes premium) Notes £’000 £’000 £’000 £’000 Opening balance at 31 January 2023 43,327 29,738 43,038 29,731 Issue of shares from Treasury - - 289 - Movement in unamortised Loan Notes issue expenses - 7 - 7 Closing balance at 31 January 2024 43,327 29,745 43,327 29,738 16. Revenue reserve per share The following information is presented supplemental to the financial statements to show the Companies Act position at the year end. 2024 2023 Revenue reserve (£’000) 23,886 23,833 Number of Ordinary shares in issue at year end 146,172,889 148,264,670 Revenue reserve per Ordinary share (p) as per the Companies Act 16.34 16.07 Less: – third interim dividend (p) (3.20) (3.00) – final dividend (p) (4.15) (4.10) Revenue reserve per Ordinary share (p) 8.99 8.97 94 Dunedin Income Growth Investment Trust PLC 17. Net asset value per share Equity shareholders’ funds have been calculated in accordance with the provisions of FRS 102. The analysis of equity shareholders’ funds on the face of the Statement of Financial Position does not reflect the rights under the Articles of Association of the Ordinary shareholders on a return of assets. These rights are reflected in the net asset value and the net asset value per share attributable to Ordinary shareholders at the year end, adjusted to reflect the deduction of the Loan Notes at par. A reconciliation between the two sets of figures is as follows: 2024 2023 Net assets attributable (£’000) 445,815 448,605 Number of Ordinary shares in issue at year end A 146,172,889 148,264,670 Net asset value per Ordinary share 304.99p 302.57p A Excluding shares held in treasury. Adjusted net assets 2024 2023 Net assets attributable (£’000) as above 445,815 448,605 Unamortised Loan Note issue expenses (note 13) (255) (262) Adjusted net assets attributable (£’000) 445,560 448,343 Number of Ordinary shares in issue at year end A 146,172,889 148,264,670 Adjusted net asset value per Ordinary share 304.82p 302.39p A Excluding shares held in treasury. Net assets - debt at fair value £’000 £’000 Net assets attributable 445,815 448,605 Amortised cost Loan Notes 29,745 29,738 Market value Loan Notes (23,916) (29,393) Net assets attributable 451,644 448,950 Number of Ordinary shares in issue at the period end A 146,172,889 148,264,670 Net asset value per Ordinary share (debt at fair value) 308.98p 302.80p A Excluding shares held in treasury. Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 95 Strategic Report Governance Overview General Portfolio Other Information Financial Statements 18. Analysis of changes in net debt At Currency Non-cash At 31 January 2023 differences Cash flows movements 31 January 2024 £’000 £’000 £’000 £’000 £’000 Cash and cash equivalents 12,267 (187) 788 – 12,868 Debt due within one year (13,762) 455 – – (13,307) Debt due after more than one year (29,738) – – (7) (29,745) (31,233) 268 788 (7) (30,184) At Currency Non-cash At 31 January 2022 differences Cash flows movements 31 January 2023 £’000 £’000 £’000 £’000 £’000 Cash and cash equivalents 2,855 170 9,242 – 12,267 Debt due within one year (13,034) (728) – – (13,762) Debt due after more than one year (29,731) – – (7) (29,738) (39,910) (558) 9,242 (7) (31,233) A statement reconciling the movement in net funds to the net cash flow has not been presented as there are no differences from the above analysis. 19. Financial instruments and risk management The Company’s investment activities expose it to various types of financial risk associated with the financial instruments and markets in which it invests. The Company’s financial instruments comprise securities and other investments, cash balances, loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Company also has the ability to enter into derivative transactions in the form of option contracts for the purpose of generating income and futures/options for hedging market exposures. During the year, the Company entered into certain options contracts for the purpose of generating income. Positions closed during the year realised a loss of £1,251,000 (2023 - £625,000). As disclosed in note 3, the premium received and fair value changes in respect of options written in the year was £2,060,000 (2023 - £2,007,000). The largest position in derivative contracts held during the year at any given time was £905,000 (2023 - £889,000). The Company had no open positions in derivative contracts at 31 January 2024 (2023 - none). The Board relies on abrdn Fund Managers Limited (“aFML” or the “Manager”) for the provision of risk management activities under the terms of its management agreement with aFML (further details of which are included under note 4). The Board regularly reviews and agrees policies for managing each of the key financial risks identified with the Manager. The types of risk and the Manager’s approach to the management of each type of risk, are summarised below. Such approach has been applied throughout the year and has not changed since the previous accounting period. The numerical disclosures exclude short-term debtors and creditors on the grounds that they are not considered to be material. 96 Dunedin Income Growth Investment Trust PLC The Company’s Manager has an independent Investment Risk department for reviewing the investment risk parameters of all core equity, fixed income and alternative asset classes on a regular basis. The department reports to the Manager’s Performance Review Committee which is chaired by the Manager’s Chief Investment Officer. The department’s responsibility is to review and monitor ex-ante (predicted) portfolio risk and style characteristics using best practice, industry standard multi-factor models. Risk management framework. The directors of aFML collectively assume responsibility for aFML’s obligations under the AIFMD including reviewing investment performance and monitoring the Company’s risk profile during the year. aFML is a fully integrated member of the abrdn Group (the “Group”) which provides a variety of services and support to aFML in the conduct of its business activities, including in the oversight of the risk management framework for the Company. aFML has delegated the day to day administration of the investment policy to abrdn Limited, which is responsible for ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment disclosures to investors (details of which can be found on the Company’s website). aFML has retained responsibility for monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company. The Manager conducts its risk oversight function through the operation of the Group’s risk management processes and systems which are embedded within the Group’s operations. The Group’s Risk Division supports management in the identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance, Business Risk, Market Risk, Risk Management and Legal. The team is headed up by the Group’s Chief Risk Officer, who reports to the Chief Executive Officers of the Group. The Risk Division achieves its objective through embedding the Risk Management Framework throughout the organisation using the Group’s operational risk management system (“SHIELD”). The Group’s Internal Audit Department is independent of the Risk Division and reports directly to the Group’s Chief Executive Officers and to the Audit Committee of the Group’s Board of Directors. The Internal Audit Department is responsible for providing an independent assessment of the Group’s control environment. The Group’s corporate governance structure is supported by several committees to assist the board of directors of abrdn, its subsidiaries and the Company to fulfil their roles and responsibilities. The Group’s Risk Division is represented on all committees, with the exception of those committees that deal with investment recommendations. The specific goals and guidelines on the functioning of those committees are described on the committees’ terms of reference. Risk Management. The main risks the Company faces from its financial instruments are (i) market risk (comprising interest rate risk, currency risk and other price risk), (ii) liquidity risk and (iii) credit risk. The Board regularly reviews and agrees policies for managing each of these risks. The Group’s policies for managing these risks are summarised below and have been applied throughout the year. The numerical disclosures exclude short-term debtors and creditors, other than for currency disclosures. (i) Market risk. Market risk comprises three elements - interest rate risk, currency risk and price risk. (a) Interest rate risk. Interest rate movements may affect: - the fair value of the investments in fixed interest rate securities; - the level of income receivable on cash deposits; and - interest payable on the Company’s variable rate borrowings. Management of the risk. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions. Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 97 Strategic Report Governance Overview General Portfolio Other Information Financial Statements The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Borrowings comprise fixed rate, revolving, and uncommitted facilities. Details of borrowings at 31 January 2024 are shown in notes 12 and 13. Interest risk profile. The interest rate risk profile of the portfolio of financial assets and liabilities at the Statement of Financial Position date was as follows: Weighted average Weighted period for average which interest Fixed Floating rate is fixed rate rate rate At 31 January 2024 Years % £’000 £’000 Assets Sterling - - - 12,868 Total assets - - - 12,868 Liabilities Bank loans 0.08 5.13 (13,307) - Loan Notes 21.87 3.99 (29,745) - Total liabilities - - (43,052) - Weighted average Weighted period for average which interest Fixed Floating rate is fixed rate rate rate At 31 January 2023 Years % £’000 £’000 Assets Sterling - - - 12,267 Total assets - - - 12,267 Liabilities Bank loans 0.17 3.62 (13,762) - Loan Notes 22.87 3.99 (29,738) - Total liabilities - - (43,500) - The weighted average interest rate is based on the current yield of each asset, weighted by its market value. The weighted average interest rate on bank loans is based on the interest rate payable, weighted by the total value of the loans. The maturity dates of the Company’s borrowings are shown in notes 12 and 13 to the financial statements. 98 Dunedin Income Growth Investment Trust PLC The floating rate assets consist of cash deposits all earning interest at prevailing market rates. The Company’s equity portfolio and short-term debtors and creditors (excluding bank loans) have been excluded from the above tables. All financial liabilities are measured at amortised cost. Interest rate sensitivity. Movements in interest rates would not significantly affect net assets attributable to the Company’s shareholders and total profit. (b) Foreign currency risk. A proportion of the Company’s investment portfolio is invested in overseas securities whose values are subject to fluctuation due to changes in exchange rates. In addition, the impact of changes in foreign exchange rates upon the profits of investee companies can result, indirectly, in changes in their valuations. Consequently the Statement of Financial Position can be affected by movements in exchange rates. Management of the risk. It is not the Company’s policy to hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investment with foreign currency borrowings. A proportion of the Company’s borrowings, as detailed in note 12, is in foreign currency as at 31 January 2024. The revenue account is subject to currency fluctuations arising on dividends received in foreign currencies and, indirectly, due to the impact of foreign exchange rates upon the profits of investee companies. The Company does not hedge this currency risk. Foreign currency risk exposure by currency of denomination: 31 January 2024 31 January 2023 Net Total Net Total monetary currency monetary currency Investments assets exposure Investments assets exposure £’000 £’000 £’000 £’000 £’000 £’000 Euro 57,491 (11,208) 46,283 44,258 (12,391) 31,867 Swiss Francs - 96 96 15,617 90 15,707 Danish Krone 9,009 109 9,118 9,909 114 10,023 Norwegian Krone 13,067 11 13,078 10,202 12 10,214 Swedish Krona 22,478 - 22,478 34,976 1 34,977 Sterling 372,042 (17,280) 354,762 363,933 (18,116) 345,817 Total 474,087 (28,272) 445,815 478,895 (30,290) 448,605 The asset allocation between specific markets can vary from time to time based on the Manager’s opinion of the attractiveness of the individual stocks in these markets. Foreign currency sensitivity. There is no sensitivity analysis included as the Board believes the amount exposed to foreign currency denominated monetary assets to be immaterial. Where the Company’s equity investments (which are non- monetary items) are priced in a foreign currency, they have been included within the other price risk sensitivity analysis so as to show the overall level of exposure. (c) Price risk. Price risks (i.e. changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments and traded options. Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 99 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Management of the risk. It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular company or sector. Both the allocation of assets and the stock selection process, as detailed on page 26 to 33, act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on various stock exchanges in the UK and Europe. Price risk sensitivity. If market prices at the Statement of Financial Position date had been 10% higher while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 31 January 2024 would have increased by £47,409,000 (2023 - increase of £47,890,000) and equity reserves would have increased by the same amount. Had market prices been 10% lower the converse would apply. (ii) Liquidity risk. This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities as they fall due in line with the maturity profile analysed below. More Within Within Within Within Within than 1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total At 31 January 2024 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Bank loans 13,307 – – – – – 13,307 Loan Notes – – – – – 30,000 30,000 Interest cash flows on bank loans and loan notes 1,254 1,197 1,197 1,197 1,197 20,349 26,391 Cash flows on other creditors 804 – – – – – 804 15,365 1,197 1,197 1,197 1,197 50,349 70,502 More Within Within Within Within Within than 1 year 1-2 years 2-3 years 3-4 years 4-5 years 5 years Total At 31 January 2023 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Bank loans 13,762 – – – – – 13,762 Loan Notes – – – – – 30,000 30,000 Interest cash flows on bank loans and loan notes 1,281 1,197 1,197 1,197 1,197 21,546 27,615 Cash flows on other creditors 1,252 – – – – – 1,252 16,295 1,197 1,197 1,197 1,197 51,546 72,629 Management of the risk. The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Borrowings comprise Loan Notes and a revolving facility. The Loan Notes provide secure long-term funding while short term flexibility is achieved through the borrowing facility. It is the Board’s policy to maintain a gearing level, measured on the most stringent basis of calculation after netting off cash equivalents, of less than 30% at all times. Details of borrowings at 31 January 2024 are shown in notes 12 and 13. 100 Dunedin Income Growth Investment Trust PLC Liquidity risk is not considered to be significant as the Company’s assets comprise mainly cash and listed securities, which can normally be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of loan and overdraft facilities, details of which can be found in note 12. Under the terms of the loan facility, the Manager provides the lender with loan covenant reports on a monthly basis, to provide the lender with assurance that the terms of the facility are not being breached. The Manager will also review the credit rating of a lender on a regular basis. Details of the Board’s policy on gearing are shown in the interest rate risk section of this note. Liquidity risk exposure. At 31 January 2024 and 31 January 2023 the amortised cost of the Company’s Loan Notes was £29,745,000 and £29,738,000 respectively. At 31 January 2024 and 31 January 2023 the Company’s bank loans amounted to £13,307,000 and £13,762,000 respectively. The facility is committed until 11 July 2024. (iii) Credit risk. This is failure of the counterparty to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss. Management of the risk. Investment transactions are carried out with a large number of brokers, whose credit standing is reviewed periodically by the Manager, and limits are set on the amount that may be due from any one broker; – the risk of counterparty exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports on a daily basis. In addition, both stock and cash reconciliations to the Custodians’ records are performed on a daily basis to ensure discrepancies are investigated on a timely basis. The Group’s Compliance department carries out periodic reviews of the custodian’s operations and reports its finding to the abrdn Group’s Risk Management Committee. This review will also include checks on the maintenance and security of investments held; – cash is held only with reputable banks whose credit ratings are monitored on a regular basis. There are internal exposure limits to cash balances placed with counterparties. The credit worthiness of counterparties is also reviewed on a regular basis. None of the Company’s financial assets are secured by collateral or other credit enhancements. Credit risk exposure. In summary, compared to the amounts in the Statement of Financial Position, the maximum exposure to credit risk at 31 January was as follows: 2024 2023 Balance Maximum Balance Maximum Sheet exposure Sheet exposure £’000 £’000 £’000 £’000 Non-current assets Investments at fair value through profit or loss 474,087 – 478,895 – Current assets Cash and short term deposits 12,868 12,868 12,267 12,267 486,955 12,868 491,162 12,267 Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 101 Strategic Report Governance Overview General Portfolio Other Information Financial Statements None of the Company’s financial assets is past due or impaired. Fair values of financial assets and financial liabilities. The fair value of borrowings has been calculated at £37,223,000 as at 31 January 2024 (2023 – £43,155,000) compared to an accounts value in the financial statements of £43,052,000 (2023 – £43,500,000) (notes 12 and 13). The fair value of each loan is determined by aggregating the expected future cash flows for that loan discounted at a rate comprising the borrower’s margin plus an average of market rates applicable to loans of a similar period of time and currency. All other assets and liabilities of the Company are included in the Statement of Financial Position at fair value. 20. Fair value hierarchy FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following classifications: Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date. Level 2: inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly. Level 3: inputs are unobservable (ie for which market data is unavailable) for the asset or liability. The financial assets and liabilities measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy at the reporting date as follows: Level 1 Level 2 Level 3 Total As at 31 January 2024 Note £’000 £’000 £’000 £’000 Financial assets at fair value through profit or loss Quoted equities a) 474,087 - - 474,087 Total 474,087 - - 474,087 Level 1 Level 2 Level 3 Total As at 31 January 2023 £’000 £’000 £’000 £’000 Financial assets at fair value through profit or loss Quoted equities a) 478,895 - - 478,895 Total 478,895 - - 478,895 a) Quoted equities. The fair value of the Company’s investments in quoted equities has been determined by reference to their quoted bid prices at the reporting date. Quoted equities included in Fair Value Level 1 are actively traded on recognised stock exchanges. 102 Dunedin Income Growth Investment Trust PLC 21. Capital management policies and procedures The Company’s capital management objectives are: - to ensure that the Company will be able to continue as a going concern; and - to maximise the return to its equity shareholders through an appropriate balance of equity capital and debt. The capital of the Company consists of equity, comprising issued capital, reserves and retained earnings. The Board monitors and reviews the broad structure of the Company’s capital. This review includes the nature and planned level of gearing, which takes account of the Manager’s views on future expected returns and the extent to which revenue in excess of that which is required to be distributed should be retained. The Company is not subject to any externally imposed capital requirements. 22. Related party transactions and transactions with the Manager Directors’ fees and interests. Fees payable during the year to the Directors and their interests in the shares of the Company are disclosed within the Directors’ Remuneration Report on page 63. Transactions with the Manager. The Company has an agreement with the abrdn Group for the provision of management, secretarial, accounting and administration services and also for the provision of promotional activities. Details of transactions during the year and balances outstanding at the year end are disclosed in notes 4 and 5. During the year, the Company received £19,000 in respect of returned, unclaimed dividends accumulated over a number of years. The Board took the decision to donate these monies to the abrdn Charitable Foundation. The abrdn Charitable Foundation is a registered charity. Its board of directors includes independent representation from the abrdn Group and provides oversight and guidance for its charitable giving activities. Notes to the Financial Statements Continued Dunedin Income Growth Investment Trust PLC 103 Other Information Investors can buy and sell shares in the Company directly through a stockbroker or other professional adviser. Alternatively, for private investors, there are a number of online dealing platforms that offer share dealing, ISAs and other means to invest in the Company. 104 Dunedin Income Growth Investment Trust PLC Alternative Investment Fund Managers Directive (“AIFMD”) and Pre-Investment Disclosure Document (“PIDD”) The Company has appointed abrdn Fund Managers Limited as its alternative investment fund manager and The Bank of New York Mellon (International) Limited as its depositary under the AIFMD. The AIFMD requires abrdn Fund Managers Limited, as the Company’s AIFM, to make available to investors certain information prior to such investors’ investment in the Company. Details of the leverage and risk policies which the Company is required to have in place under the AIFMD are published in the Company’s PIDD which can be found on its website: dunedinincomegrowth.co.uk. The periodic disclosures required to be made by the AIFM under the AIFMD are set out on page 111. Investor Warning: Be alert to share fraud and scams abrdn has been contacted by investors informing it that it has received telephone calls and emails from people who have offered to buy their investment company shares, purporting to work for abrdn or for third party firms. abrdn has also been notified of emails claiming that certain investment companies under its management have issued claims in the courts against individuals. These may be scams which attempt to gain your personal information with which to commit identity fraud or could be ‘boiler room’ scams where a payment from you is required to release the supposed payment for your shares. These callers/senders do not work for abrdn and any third party making such offers/claims has no link with abrdn. abrdn does not ‘cold-call’ investors in this way. If you have any doubt over the veracity of a caller, do not offer any personal information and end the call. The Financial Conduct Authority provides advice with respect to share fraud and boiler room scams at: fca.org.uk/consumers/scams Shareholder Enquiries For queries regarding shareholdings, lost certificates, dividend payments, registered details and related matters, shareholders holding their shares directly in the Company are advised to contact the Registrar (see Contact Addresses). Changes of address must be notified to the Registrar in writing. Any general queries about the Company should be directed to the Company Secretary in writing (see Contact Addresses) or by email to: [email protected] Closure of the abrdn Investment Trust Savings Plans (the “Plans”) In June 2023, abrdn notified investors in the abrdn Investment Trust ISA, Share Plan and Investment Plan for Children that these plans would be closing in December 2023. All investors with a holding or cash balance at that time transferred to interactive investor (“ii”). ii communicated with investors in November to set up account security to ensure that investors could continue to access their holdings via ii following the closure of the Plans. Please contact ii for any ongoing support with your account on 0345 646 1366, or +44 113 346 2309 if you are calling from outside the UK. Lines are open 8.00am to 5.00pm Monday to Friday. Alternatively, you can access the ii website at: www.ii.co.uk/abrdn-welcome How to Invest Investors can buy and sell shares in the Company directly through a stockbroker or indirectly through a lawyer, accountant or other professional adviser. Alternatively, for private investors, there are a number of online dealing platforms that offer share dealing, ISAs and other means to invest in the Company. Real-time execution-only stockbroking services allow you to trade online, manage your portfolio and buy UK listed shares. These sites do not give advice. Some comparison websites also look at dealing rates and terms. Discretionary Private Client Stockbrokers If you have a large sum to invest, you may wish to contact a discretionary private client stockbroker. They can manage your entire portfolio of shares and will advise you on your investments. To find a private client stockbroker visit The Personal Investment Management and Financial Advice Association at: pimfa.co.uk Investor Information Dunedin Income Growth Investment Trust PLC 105 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Financial Advisers To find an adviser who recommends on investment trusts, visit: unbiased.co.uk Regulation of Stockbrokers Before approaching a stockbroker, always check that they are regulated by the Financial Conduct Authority at: fca.org.uk/firms/financial-services-register How to Attend and Vote at Company Meetings Investors who hold their shares through a platform or share plan provider (for example Hargreaves Lansdown, Interactive Investor or AJ Bell) and would like to attend and vote at Company meetings (including AGMs) should contact their platform or share plan provider directly to make arrangements. Investors who hold their shares through platforms and have their shares held through platform nominees, may not necessarily receive notification of general meetings and are advised to keep themselves informed of Company business by referring to the Company’s website. Where voting is required, and the Board encourages shareholders to vote at all general meetings of the Company, shareholders with their holdings in nominees will need to instruct the nominee to vote on their behalf and should do so in good time before the meetings. Keeping You Informed Information about the Company can be found on its website: dunedinincomegrowth.co.uk, including share price and performance data as well as London Stock Exchange announcements, current and historic Annual and Half- Yearly Reports, and the latest monthly factsheet on the Company issued by the Manager. Investors can receive updates via email by registering on the home page of the Company’s website. The Company’s Ordinary share price appears under the heading ‘Investment Companies’ in the Financial Times. Details are also available at: invtrusts.co.uk Twitter: @abrdnTrusts LinkedIn: abrdn Investment Trusts Key Information Document (“KID”) The KID relating to the Company and published by the Manager can be found on the Company’s website. Suitable for Retail/NMPI Status The Company’s shares are intended for investors, primarily in the UK, including retail investors, professionally- advised private clients and institutional investors who are seeking growth of income and capital from a portfolio invested mainly in companies listed or quoted in the United Kingdom, and who understand and are willing to accept the risks of exposure to equities. Investors should consider consulting a financial adviser who specialises in advising on the acquisition of shares and other securities before acquiring shares. Investors should be capable of evaluating the risks and merits of such an investment and should have sufficient resources to bear any loss that may result. The Company currently conducts its affairs so that its securities can be recommended by a financial adviser to ordinary retail investors in accordance with the Financial Conduct Authority’s rules in relation to non-mainstream pooled investments (“NMPIs”) and intends to continue to do so for the foreseeable future. The Company’s securities are excluded from the Financial Conduct Authority’s restrictions which apply to NMPIs because they are securities issued by an investment trust. Note Please remember that past performance is not a guide to the future. Stock market and currency movements may cause the value of shares and the income from them to fall as well as rise and investors may not get back the amount they originally invested. As with all equity investments, the value of investment trust shares purchased will immediately be reduced by the difference between the buying and selling prices of the shares, known as the market maker’s spread. Investors should further bear in mind that the value of any tax relief will depend on the individual circumstances of the investor and that tax rates and reliefs, as well as the tax treatment of ISAs, may be changed by future legislation. The information on pages 104 to 105 has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (as amended by the Financial Services Act 2012) by abrdn Investments Limited which is authorised and regulated by the Financial Conduct Authority in the United Kingdom. 106 Dunedin Income Growth Investment Trust PLC abrdn Group or abrdn The abrdn plc group of companies. abrdn is the brand of abrdn plc. AIC The Association of Investment Companies. AIFMD The UK version of the Alternative Investment Fund Managers Directive and all implementing and delegating legislation thereunder, as it forms part of UK law following the UK’s departure from the EU. The AIFMD was originally European legislation which created a European-wide framework for regulating managers of ‘alternative investment funds’ (“AIFs”). It is designed to regulate any fund which is not a UCITS fund and which is managed and/or marketed in the EU (and, now separately, the UK). The Company has been designated as an AIF. Benchmark This is a measure against which an Investment Trust’s performance is compared. The Company’s benchmark is the FTSE All-Share Index. The index averages the performance of a defined selection of listed companies over specific time periods. Call Option An option contract which gives the buyer the right, but not the obligation, to purchase a specified amount of an asset at the strike price by a future specified date. Carbon Emissions Carbon emissions is used as a generic term for the main greenhouse gas (“GHG”) emissions (carbon dioxide, methane, nitrous oxide, F-gases). Carbon Emissions – Scope 1 Greenhouse gas emissions generated from burning fossil fuels and production processes which are owned or controlled by a company. Carbon Emissions – Scope 2 Greenhouse gas emissions generated from the consumption of purchased electricity, heat or steam by a company. Carbon Emissions – Scope 3 Other upstream and downstream indirect greenhouse gas emissions such as the extraction and production of purchased materials and fuels, transport-related activities in vehicles not owned or controlled by a reporting entity, electricity related activities (egT&D losses) not covered in Scope 2. Carbon Intensity Carbon emissions relative to a specific activity. For company carbon footprinting, the carbon intensity reflects the CO2e emissions divided by revenue in million US$. For countries, the standard intensity metric is the ratio of greenhouse gas emissions produced to gross domestic product. Closed-End Fund A collective investment scheme which has a fixed number of shares which are not redeemable from the fund itself. Unlike open-ended funds, new shares/units are not created by managers to meet demand from investors; instead, shares are purchased (or sold) only in the market. Closed-end funds are normally listed on a recognised stock exchange, such as the London Stock Exchange, and shares can be bought and sold on that exchange. Discount The amount by which the market price per share of an Investment Trust is lower than the Net Asset Value per share. The discount is normally expressed as a percentage of the Net Asset Value per share. Refer to Alternative Performance Measures on pages 112 to 114. Dividend Cover Revenue return per share divided by the dividend per share, expressed as a ratio. Refer to Alternative Performance Measures on pages 112 to 114. Dividend Yield The annual dividend expressed as a percentage of the share price. FCA Financial Conduct Authority. Glossary of Terms Dunedin Income Growth Investment Trust PLC 107 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Gearing Net gearing is calculated by dividing total borrowings less cash and cash equivalents by shareholders’ funds, expressed as a percentage. Refer to Alternative Performance Measures on pages 112 to 114. Investment Manager abrdn Investments Limited is a wholly owned subsidiary of abrdn plc and acts as the Company’s investment manager. It is authorised and regulated by the FCA. Investment Trust A type of Closed-End Fund which invests in other securities, allowing shareholders to share the risks, and returns, of collective investment. Key Information Document or KID The UK version of the Packaged Retail and Insurance- based Investment Products (“PRIIPS”) Regulation (as it forms part of UK law following the UK’s departure from the EU) requires the Manager, as the Company’s PRIIP ‘manufacturer’, to prepare a Key Information Document (“KID”) in respect of the Company. This KID must be made available by the Manager to retail investors prior to them making any investment decision and is available via the Company’s website. The Company is not responsible for the information contained in the KID and investors should note that the procedures for calculating the risks, costs and potential returns are prescribed by law. The figures in the KID may not reflect the expected returns for the Company and anticipated performance returns cannot be guaranteed. Leverage For the purposes of the AIFMD, leverage is any method which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company’s exposure and its Net Asset Value and can be calculated on a gross and a commitment method. Under the gross method, exposure represents the sum of the Company’s positions after the deduction of sterling cash balances, without taking into account any hedging and netting arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash balances and after certain hedging and netting positions are offset against each other. Manager, AIFM or aFML abrdn Fund Managers Limited is a wholly owned subsidiary of abrdn plc and acts as the Company’s Alternative Investment Fund Manager. It is authorised and regulated by the FCA. Net Asset Value or NAV The value of total assets less liabilities. Liabilities for this purpose include current and long-term liabilities. The Net Asset Value divided by the number of shares in issue produces the Net Asset Value per Ordinary share. NAV with debt at fair value The Net Asset Value with debt valued divided by the number of shares in issue where the Company’s borrowings are valued using the discounted cash flow basis. Ongoing Charges Ratio of expenses as a percentage of average daily shareholders’ funds calculated as per the AIC’s industry standard method. Refer to Alternative Performance Measures on pages 112 to 114. Pre-Investment Disclosure Document (“PIDD”) The AIFM and the Company are required to make certain disclosures available to investors in accordance with the AIFMD. Those disclosures that are required to be made pre-investment are included within a PIDD, which can be found on the Company’s website. Premium The amount by which the market price per share of an Investment Trust exceeds the Net Asset Value per share. The premium is normally expressed as a percentage of the Net Asset Value per share. Price/Earnings Ratio This is calculated by dividing the market price per share by the earnings per share. The calculation assumes no change in earnings but in practice the multiple reflects the stock market’s view of a company’s prospects and profit growth potential. 108 Dunedin Income Growth Investment Trust PLC Prior Charges The name given to all borrowings including debentures, loans and overdrafts that are to be used for investment purposes, reciprocal foreign currency loans, currency facilities to the extent that they are drawn down, index- linked securities, and all types of preference or preferred capital, irrespective of the time until repayment. Total Assets Total assets less current liabilities (before deducting Prior Charge as defined above), as per the Statement of Financial Position. Total Return Total Return involves reinvesting the net dividend in the month that the share price goes ex-dividend. The NAV Total Return involves investing the same net dividend in the NAV of the Company on the date to which that dividend was earned. Refer to Alternative Performance Measures on pages 112 to 114. UN Global Compact A global corporate sustainability initiative, calling on companies, investors and other participants to align their strategies and operations with universal principles on human rights, labour, the environment and anti-corruption. UN Sustainable Development Goals The Sustainable Development Goals (“SDGs”) or Global Goals are a collection of 17 interlinked global goals designed to be a "blueprint to achieve a better and more sustainable future for all". The SDGs were set in 2015 by the United Nations General Assembly and are intended to be achieved by 2030. Weighted Average Carbon Intensity Average carbon intensity of the portfolio weighted by the weight of the company in the portfolio. Glossary of Terms Continued Dunedin Income Growth Investment Trust PLC 109 Strategic Report Governance Overview General Portfolio Other Information Financial Statements The provenance of Dunedin Income Growth Investment Trust PLC goes back to 1873 and to the origins of the investment trust industry in Scotland. In 1873, a 28 year old Robert Fleming (sometimes dubbed the “father of the investment trust industry”), persuaded a group of Dundee’s wealthiest investors to back his idea of forming “the first Association in Scotland for investments in American railroad bonds, carefully selected and widely distributed, and where investments would not exceed one-tenth of the capital in any one security”. Fleming, who was later founder of the merchant bank that bore this name, showed extraordinary commercial acumen at a very young age. He was born in modest circumstances in Dundee and was first apprenticed as office boy at 13, then rose to become, at 21, book-keeper with the exporting arm of Dundee’s largest textile merchant, Edward Baxter & Son. In 1870, the elderly Mr Baxter sent Robert Fleming to the United States to represent him on business. Fleming returned enthused about the investment opportunities offered by the States, despite the country still suffering from the aftermath of the American Civil War. The “association” proved to be an attractive means for investors to pool their resources, spread risk and put their investments under full-time management. The new fund, then known as The Scottish American Investment Trust, was launched on 1 February 1873. The Scottish American Investment Trust was partly modelled on the Foreign & Colonial Government Trust that was launched in 1868. Unlike Foreign & Colonial, which purchased overseas government stocks, the new trust would invest in “The Bonds of States, cities, railroads and other corporations in the US, but chiefly in the mortgage bonds of railroads”. John Guild, one of the chairmen, reported “while in this country you could not lend money on first-class railway debentures at over 4% or 4.5%, in America you could get 7% with the best security of this description”. Coupled with the fact that railway infrastructure development in the UK had by then become relatively mature, it was for this reason that the United States was an attractive destination for Scottish funds. The original prospectus described the intended issue of £150,000 in certificates of £100 each, paying interest of 6% per annum. Such was the level of demand that the original prospectus was withdrawn and a new one was printed with a capital issue of £300,000. The trust started out with 30 stocks, each comprising no more than 10% of the portfolio. Confusingly, a similar sounding investment trust company, launched in Edinburgh, The Scottish American Investment Company was formed in April 1873, just a few months after Fleming’s launch in February 1873. In Dundee, two almost identical issues were made in the following two years, described as the “Second Issue” and “Third Issue”. The three issues became three separate trust companies, under the Joint Stock Companies Act, in 1879 – the First, Second and Third Scottish American Trust Companies Ltd, but merged into a single trust company in 1969 as The First Scottish American Trust Company Ltd. In 1984, The First Scottish American Trust Company Ltd became part of the Dunedin Fund Managers’ stable of trusts and was subsequently renamed in 1990 as Dunedin Income Growth Investment Trust. Dunedin Fund Managers merged with Edinburgh Fund Managers in 1996, which was then acquired by Aberdeen Asset Management in 2003. Aberdeen Asset Management merged with Standard Life in 2017 to form what is now the abrdn Group. In 2023, the Company celebrated its 150 th anniversary and returned to Dundee for its AGM. The book entitled “The History of Dunedin Income Growth Investment Trust PLC” is available on the Company’s website. Your Company’s History 110 Dunedin Income Growth Investment Trust PLC Issued Share Capital at 31 January 2024 146,172,889 Ordinary shares of 25p (153,677,935 including treasury shares) Treasury Shares at 31 January 2024 7,505,046 Ordinary shares Name Change April 1990 Company name changed from “The First Scottish American Trust PLC” to Dunedin Income Growth Investment Trust PLC Share Capital History April 1997 Capitalisation issue of four Ordinary shares of 25p issued for each existing Ordinary share April 1999 Reduction of share capital by way of repayment of £840,000 of 3 ½% Preference stock Year ended 31 January 2004 50,000 Ordinary shares purchased for cancellation Year ended 31 January 2005 1,950,000 Ordinary shares purchased for cancellation Year ended 31 January 2006 450,000 Ordinary shares purchased for cancellation and 450,000 Ordinary shares purchased to hold in treasury Year ended 31 January 2007 3,231,101 Ordinary shares purchased to hold in treasury Year ended 31 January 2008 2,237,440 Ordinary shares purchased to hold in treasury, 1,972,800 treasury shares cancelled Year ended 31 January 2009 1,026,007 Ordinary shares purchased to hold in treasury, 2,000,000 treasury shares cancelled Year ended 31 January 2010 No shares purchased, cancelled or issued Year ended 31 January 2011 No shares purchased, cancelled or issued Year ended 31 January 2012 No shares purchased, cancelled or issued Year ended 31 January 2013 No shares purchased, cancelled or issued Year ended 31 January 2014 300,000 Ordinary shares sold from treasury Year ended 31 January 2015 No shares purchased, cancelled or issued Year ended 31 January 2016 No shares purchased, cancelled or issued Year ended 31 January 2017 493,500 Ordinary shares purchased to hold in treasury Year ended 31 January 2018 833,000 Ordinary shares purchased to hold in treasury Year ended 31 January 2019 1,387,018 Ordinary shares purchased to hold in treasury Year ended 31 January 2020 105,550 Ordinary shares purchased to hold in treasury Year ended 31 January 2021 22,449 Ordinary shares purchased to hold in treasury Year ended 31 January 2022 No shares purchased, cancelled or issued Year ended 31 January 2023 100,000 Ordinary shares sold from treasury Year ended 31 January 2024 2,091,781 Ordinary shares purchased to hold in treasury Share Capital History Dunedin Income Growth Investment Trust PLC 111 Strategic Report Governance Overview General Portfolio Other Information Financial Statements abrdn Fund Managers Limited and the Company are required to make certain disclosures available to investors in accordance with the Alternative Investment Fund Managers Directive (“AIFMD”). Those disclosures that are required to be made pre-investment are included within a pre-investment disclosure document (“PIDD”) which can be found on the Company’s website. There have been no material changes to the disclosures contained within the PIDD since its most recent update in April 2023. The periodic disclosures as required under the AIFMD to investors are made below: · information on the investment strategy, geographic and sector investment focus and principal stock exposures is included in the Strategic Report; · none of the Company’s assets are subject to special arrangements arising from their illiquid nature; · the Strategic Report, note 19 to the financial statements and the PIDD together set out the risk profile and risk management systems in place. There have been no changes to the risk management systems in place in the period under review and no breaches of any of the risk limits set, with no breach expected; · there are no new arrangements for managing the liquidity of the Company or any material changes to the liquidity management systems and procedures employed by aFML; and · all authorised Alternative Investment Fund Managers are required to comply with the AIFMD Remuneration Code. In accordance with the Remuneration Code, the AIFM’s remuneration policy is available from the Company Secretary, abrdn Holdings Limited, on request, and the remuneration disclosures in respect of the AIFM’s reporting period for the year ended 31 December 2023 are available on the Company’s website. Leverage The table below sets out the current maximum permitted limit and actual level of leverage for the Company: Gross Method Commitment Method Maximum level of leverage 2.50 2.00 Actual level at 31 January 2024 1.16 1.19 There have been no breaches of the maximum level during the period and no changes to the maximum level of leverage employed by the Company. There have been no changes to the circumstances in which the Company may be required to post assets as collateral and no guarantees granted under the leveraging arrangement. Changes to the information contained either within this Annual Report or the PIDD in relation to any special arrangements in place, the maximum level of leverage which aFML may employ on behalf of the Company, the right of use of collateral or any guarantee granted under any leveraging arrangement, or any change to the position in relation to any discharge of liability by the Depositary will be notified via a regulatory news service without undue delay in accordance with the AIFMD. The information on this page has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (as amended by the Financial Services Act 2012) by abrdn Fund Managers Limited which is authorised and regulated by the Financial Conduct Authority in the United Kingdom. AIFMD Disclosures ( Unaudited ) 112 Dunedin Income Growth Investment Trust PLC Alternative performance measures are numerical measures of the Company’s current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company’s applicable financial framework includes FRS 102 and the AIC SORP. The Directors assess the Company’s performance against a range of criteria which are viewed as particularly relevant for closed-end investment companies. Dividend cover Dividend cover measures the revenue return per share divided by total dividends per share, expressed as a ratio. 2024 2023 Revenue return per share a 13.54p 13.02p Dividends per share b 13.75p 13.10p Dividend cover a/b 0.98 0.99 Net gearing Net gearing measures total borrowings less cash and cash equivalents divided by shareholders’ funds, expressed as a percentage. Under AIC reporting guidance cash and cash equivalents includes net amounts due to and from brokers at the period end as well as cash and short term deposits. 2024 2023 Borrowings (£’000) a 43,052 43,500 Cash (£’000) b 12,868 12,267 Amounts due to brokers (£’000) c 92 649 Amounts due from brokers (£’000) d – – Shareholders’ funds (£’000) e 445,815 448,605 Net gearing (a-b+c-d)/e 6.79% 7.11% Alternative Performance Measures Dunedin Income Growth Investment Trust PLC 113 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Discount to net asset value per share with debt at fair value The discount is the amount by which the share price is lower than the net asset value per share with debt at fair value, expressed as a percentage of the net asset value with debt at fair value. 2024 2023 NAV per Ordinary share (p) (see note 17) a 308.98p 302.80p Share price (p) b 276.00p 294.00p Discount (a-b)/b 10.67% 2.91% Ongoing charges The ongoing charges ratio has been calculated in accordance with guidance issued by the AIC as the total of investment management fees and administrative expenses less non-recurring charges, expressed as a percentage of the average net asset values with debt at fair value throughout the year. 2024 2023 Investment management fees (£’000) 1,740 1,704 Administrative expenses (£’000) 1,073 951 Less: non-recurring charges (£’000) (17) – Ongoing charges (£’000) 2,796 2,655 Average net assets (£’000) 448,512 430,038 Ongoing charges ratio (excluding look-through costs) 0.62% 0.62% Look-through costs A 0.02% 0.02% Ongoing charges ratio (including look-through costs) 0.64% 0.64% A Calculated in accordance with AIC guidance issued in October 2020 to include the Company’s share of costs of holdings in investment companies on a look-through basis. The ongoing charges ratio provided in the Company’s Key Information Document is calculated in line with the PRIIPs regulations which amongst other things, includes the cost of borrowings and transaction costs. 114 Dunedin Income Growth Investment Trust PLC Total return NAV and share price total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. Share price and NAV total returns are monitored against open- ended and closed-ended competitors, and the Reference Index, respectively. Share Year ended 31 January 2024 NAV Price Opening at 1 February 2023 a 302.8p 294.0p Closing at 31 January 2024 b 309.0p 276.0p Price movements c=(b/a)-1 2.0% –6.1% Dividend reinvestment A d 4.7% 4.5% Total return c+d +6.7% (1.6)% Share Year ended 31 January 2023 NAV Price Opening at 1 February 2022 a 309.0p 310.0p Closing at 31 January 2023 b 302.8p 294.0p Price movements c=(b/a)-1 (2.0)% (5.2)% Dividend reinvestment A d 4.4% 4.3% Total return c+d +2.4% –0.9% A NAV total return involves investing the net dividend in the NAV of the Company with debt at fair value on the date on which that dividend goes ex-dividend. Share price total return involves reinvesting the net dividend in the share price of the Company on the date on which that dividend goes ex-dividend. Alternative Performance Measures Continued Dunedin Income Growth Investment Trust PLC 115 General The Annual General Meeting will be held at 18 Bishops Square, London E1 6EG at 12 noon on Thursday 23 May 2024. The Company will also be hosting an online shareholder presentation, which will be held at 10.00am on Tuesday 7 May 2024. Full details on how to register for the event can be found at: https://bit.ly/abrdn-Dunedin-Income-2024 116 Dunedin Income Growth Investment Trust PLC NOTICE IS HEREBY GIVEN that the Annual General Meeting of Dunedin Income Growth Investment Trust PLC (the “Company”) will be held at 18 Bishops Square, London E1 6EG at 12 noon on Thursday 23 May 2024 for the following purposes: Ordinary Business To consider and, if thought fit, pass resolutions 1 to 11 (inclusive) as ordinary resolutions: 1. To receive and adopt the audited financial statements of the Company for the financial year ended 31 January 2024 and the reports of the Directors and the Auditor on those financial statements. 2. To receive, adopt and approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) for the financial year ended 31 January 2024 which appears on pages 61 to 64 of the Annual Report and Accounts. 3. To approve a final dividend of 4.15p per Ordinary share in respect of the financial year ended 31 January 2024, payable on 31 May 2024 to holders of Ordinary shares on the register of members as at the close of business on 3 May 2024. 4. To re-elect Mr Jasper Judd as a Director of the Company. 5. To re-elect Mr Howard Williams as a Director of the Company. 6. To re-elect Mr David Barron as a Director of the Company. 7. To re-elect Ms Christine Montgomery as a Director of the Company. 8. To re-elect Ms Gay Collins as a Director of the Company. 9. To re-appoint Deloitte LLP as Auditor of the Company, to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting of the Company. 10. To authorise the Directors to determine the remuneration of the Company’s Auditor. 11. That, in substitution for any existing authority under Section 551 of the Companies Act 2006 (the “Act”), but without prejudice to the exercise of any such authority prior to the passing of this resolution, the directors of the Company (the “Directors”) be and are hereby generally and unconditionally authorised, pursuant to and in accordance with Section 551 of the Act, to exercise all the powers of the Company to allot shares in the Company (“Shares”) and to grant rights to subscribe for or to convert any security into Shares in the Company (“Rights”) up to an aggregate nominal amount of £12,085,441 or, if less, the number representing 33.33% of the issued Ordinary share capital of the Company (excluding treasury shares) as at the date of the passing of this resolution on such terms as the Directors may determine, provided that such authorisation expires (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution or on 31 July 2025 (whichever is earlier) save that the Company may, at any time prior to the expiry of such authority, make offers or enter into agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and the Directors may allot Shares or grant Rights in pursuance of any such offers or agreements as if the authority conferred by this resolution had not expired. To consider and, if thought fit, pass resolutions 12 and 13 as special resolutions: 12. That in substitution for any existing power under Sections 570 and 573 of the Companies Act 2006 (the “Act”) (but without prejudice to the exercise of any such authority prior to the passing of this resolution), and subject to the passing of Resolution 11 set out in the notice of the 2024 Annual General Meeting ("Resolution 11"), the directors of the Company (the “Directors”) be and are hereby generally empowered, pursuant to Sections 570 and 573 of the Act, to allot or make offers or agreements to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 11 and/or by way o f a sale of treasury shares for cash (within the meaning of Section 560(3) of the Act), as if Section 561(1) of the Act did not apply to any such allotment or sale provided that this power shall be limited to: Notice of Annual General Meetin g Dunedin Income Growth Investment Trust PLC 117 Strategic Report Governance Overview General Portfolio Other Information Financial Statements i. the allotment of equity securities and the sale of treasury shares (otherwise than pursuant to sub-paragraph (ii) below) up to an aggregate nominal amount of £1,812,997 or, if less, the number representing 5% of the issued Ordinary share capital of the Company (excluding treasury shares) as at the date of the passing of this resolution, at a price of not less than the net asset value per share of the existing Ordinary shares at allotment or sale, as determined by the Directors; and ii. the allotment of equity securities by way of rights issue, open offer or other pre-emptive offer in favour of all holders of Ordinary shares where the equity securities respectively attributable to the interests of all such holders are either proportionate (as nearly as may be) to the respective number of Ordinary shares held by them on a record date fixed by the Directors (subject to such exclusions, limitations, restrictions or other arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of, or requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever); and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution or on 31 July 2025 (whichever is earlier), save that the Company may, at any time prior to the expiry of such authority, make offers or enter into agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of such offers or agreements as if the power conferred by this resolution had not expired. 13. That, in substitution for any existing authority under Section 701 of the Companies Act 2006 (the “Act”), but without prejudice to the exercise of any such authority prior to the passing of this resolution, the Company be and is hereby generally and unconditionally authorised, for the purposes of Section 701 of the Act, to make one or more market purchases (within the meaning of Section 693(4) of the Act) of fully paid Ordinary shares of 25p each in the capital of the Company (“Ordinary shares”) on such terms and in such manner as the directors of the Company may from time to time determine (either for cancellation or for retention as treasury shares for future re-issue, resale, transfer or cancellation) provided that: i. the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 21,741,466 Ordinary shares or, if less, the number representing 14.99% of the issued Ordinary share capital of the Company (excluding treasury shares) immediately prior to the passing of this resolution; ii. the minimum price (exclusive of expenses) which may be paid for an Ordinary share purchased pursuant to this authority shall be 25p (being the nominal value of an Ordinary share); iii. the maximum price (exclusive of expenses) which may be paid for an Ordinary share purchased pursuant to this authority shall be the higher of: a. 5% above the average of the middle market quotations of the Ordinary shares (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the date of purchase; and b. the higher of the price of the last independent trade in O rdinary shares and the highest current independent bid for Ordinary shares on the London Stock Exchange at the time the purchase is carried out; and iv. unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution or on 31 July 2025 (whichever is the earlier) save that the Company may at any time prior to such expiry, enter into a contract or arrangement to purchase Ordinary shares under this authority which will or may be completed or executed wholly or partly after the expiration of this authority and may make a purchase of shares pursuant to any such contract or arrangement. 118 Dunedin Income Growth Investment Trust PLC Special Business To consider and, if thought fit, pass resolution 14 as an ordinary resolution: 14. That the maximum aggregate value of fees payable to the directors of the Company be increased from £200,000 per annum to £250,000 per annum. By order of the Board Registered Office: abrdn Holdings Limited 1 George Street Company Secretary Edinburgh EH2 2LL 3 April 2024 Notice of Annual General Meetin g Continued Dunedin Income Growth Investment Trust PLC 119 Strategic Report Governance Overview General Portfolio Other Information Financial Statements Notes i. A member entitled to attend and vote at the meeting may appoint a proxy or proxies to exercise all or any of his/her rights to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise the rights attached to any one share. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman of the meeting) and give your instructions directly to them. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms or would like to appoint more than one proxy, please contact the Company's Registrar, Equiniti Limited on +44 (0)371 384 2441. Charges for calling this number are determined by the caller’s service provider. Lines open 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding bank holidays in England and Wales. If calling from overseas, please ensure the country code is used. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior). A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every Ordinary share of which he/she is the holder. ii. A form of proxy is enclosed. To be valid, any proxy form or other instrument of proxy and any power of attorney or other authority, if any, under which they are signed or a notarially certified copy of that power of attorney or authority should be sent to the Company’s Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive not less than 48 hours (excluding non-working days) before the time fixed for the meeting. iii. The return of a completed proxy form or other such instrument of proxy will not prevent a member attending the Annual General Meeting and voting in person if he/she wishes to do so. iv. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual and by logging on to the website euroclear.com. 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. v. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company’s Registrar (ID RA19) no later than 48 hours (excluding non-working days) before the time of the meeting or any adjournment. 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 Application Host) from which the Company’s Registrar 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 CRE ST should be communicated to the appointee through other means. vi. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 120 Dunedin Income Growth Investment Trust PLC vii. 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. viii. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on 21 May 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. ix. The “vote withheld” option on the proxy form is provided to enable a member to abstain on any particular resolution. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes “for” or “against” a particular resolution. x. The right to vote at the meeting is determined by reference to the Company’s register of members as at 6.30 p.m. on 21 May 2024 or, if the meeting is adjourned, at 6.30 p.m. on the day which is two days (excluding non-working days) prior to the adjourned meeting. Changes to entries on that register after that time shall be disregarded in determining the rights of any member to attend and vote at the meeting. xi. As at 3 April 2024 (being the latest practicable date prior to the publication of this document) the Company’s issued share capital comprised 145,039,800 Ordinary shares of 25p each and 8,638,135 treasury shares. Each Ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 3 April 2024 was 145,039,800. xii. Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the meeting as his/her proxy will need to ensure that both he/she and his/her proxy complies with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules. xiii. 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 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. The statements of the rights of members in relation to the appointment of proxies in notes (i) to (iii) above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered members of the Company. xiv. Biographical details of the Directors standing for re-election are set out on pages 50 to 52 of the Annual Report and financial statements of the Company for the financial year ended 31 January 2024. xv. Members who have general queries about the Annual General Meeting should contact the Company Secretary in writing. Members are advised that any telephone number, website or email address which may be set out in this notice of Annual General Meeting or in any related documents (including the proxy form) is not to be used for the purposes of serving information or documents on, or otherwise communicating with, the Company for any purposes other than those expressly stated. Continued Notice of Annual General Meetin g Dunedin Income Growth Investment Trust PLC 121 Strategic Report Governance Overview General Portfolio Other Information Financial Statements xvi. Members should note that, it is possible that, pursuant to requests made by members 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 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 meeting or any circumstances 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 members 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 no later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website. xvii. No Director has a service contract with the Company. Copies of the Directors’ letters of appointment are available for inspection on any day (except Saturdays, Sundays and public holidays in England and Wales) from the date of this notice until the date of the meeting during usual business hours at the Company’s registered office and for 15 minutes prior to, and at, the meeting. xviii. Further information regarding the meeting which the Company is required by section 311A of the Companies Act 2006 to publish on a website in advance of the meeting (including this notice) is available from the Company’s website: dunedinincomegrowth.co.uk xix. Members have a right under section 319A of the Companies Act 2006 to require the Company to answer any question raised by a member at the Annual General Meeting, which relates to the business being dealt with at the meeting, although no answer need be given: (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company’s website; or (c) it is undesirable in the best interests of the Company or the good order of the meeting. 122 Dunedin Income Growth Investment Trust PLC Dunedin Income Growth Investment Trust PLC 123 Strategic Report Governance Overview General Portfolio Other Information Financial Statements 124 Dunedin Income Growth Investment Trust PLC Dunedin Income Growth Investment Trust PLC 125 Directors David Barron (Chairman) Gay Collins Jasper Judd Christine Montgomery Howard Williams Registered Office & Company Secretary abrdn Holdings Limited 1 George Street Edinburgh EH2 2LL Email: [email protected] Alternative Investment Fund Manager abrdn Fund Managers Limited 280 Bishopsgate London EC2M 4AG Investment Manager abrdn Investments Limited 1 George Street Edinburgh EH2 2LL Company Registration Number SC000881 (Scotland) United States Internal Revenue Service FATCA Registration Number (“GIIN”) CJ1DH9.99999.SL.826 Legal Entity Identifier (“LEI”) 549300PPXLZPR5JTL763 Website dunedinincomegrowth.co.uk Registrar Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA Shareholder help can be found at shareview.co.uk. Alternatively, you can contact the Shareholder Helpline: +44 (0)371 384 2441 (Lines open 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Charges for calling telephone numbers starting with ‘03’ are determined by the caller’s service provider.) If calling from overseas, please ensure the country code is used. Depositary The Bank of New York Mellon (International) Limited 160 Queen Victoria Street London EC4V 4LA Stockbroker JPMorgan Cazenove 25 Bank Street Canary Wharf London E14 5JP Auditor Deloitte LLP 110 Queen Street Glasgow G1 3BX Contact Addresses For more information visit dunedinincomegrowth.co.uk abrdn.com
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