The Diverse Income Trust plc
Annual Report and Accounts for the year to 31 May 2025
A Distinctive Strategy
with Big Potential
FLAP CLOSED
The Diverse Income Trust plc Annual Report 2025
Delivering
Attractive
Dividends
&
Resilient
Growth
01 The Diverse Income Trust plc Annual Report 2025
The Company’s Objective
The Company’s investment objective is to
provide shareholders with an attractive and
growing level of dividends coupled with
capital growth over the long term.
Total Return of the Diverse Income Trust vs the
Deutsche Numis UK All-Share Index
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
250
200
150
100
50
-50
0
Diverse Income Trust NAV Total Return*
Diverse Income Trust Share Price Total Return*
Deutsche Numis All Share Index Total Return
* Alternative performance measure
Source: Morningstar
300%
250%
200%
150%
100%
50%
0%
-50%
2023
2012
2011
2016
2020
2014
2022
2024
2013
2021
2015
2017
2018
2019
2025
Learn more on our website
Annual Dividends Declared
(p/share)
Source: Company
Special dividends
Ordinary dividends
2012
2.02
2016
2.80
2020
3.70
2014
2.25
2022
3.90
2024
4.25
2013
2.10
2021
3.75
2015
2.40
0.50
2017
3.00
0.40
2018
3.40
0.23
2019
0.16
3.65
2023
4.05
4.50
2025
4.5p
4.0p
3.5p
3.0p
2.5p
2.0p
1.5p
Contents
Strategic Report
Trust Financial Results and
Key Performance Indicators
i
Chair’s Statement
02
At a Glance
04
Manager’s Report
06
Portfolio Information
14
Business Model
18
Principal Risks
20
Share Capital
22
Stakeholder Engagement
24
ESG/Responsible Business
26
Governance
Board of Directors
28
Report of Directors
30
Corporate Governance Statement
34
Audit Committee Report
38
Directors’ Remuneration Report
40
Statement of Directors’ Responsibilities
43
Financial Statements
Independent Auditor’s Report
44
Consolidated Income Statement
49
Consolidated Statement of Changes
inEquity
50
Parent Company Statement Of Changes
InEquity
51
Consolidated And Parent Company
Balance Sheets
52
Consolidated And Parent Company
Cash Flow Statements
53
Notes to The Consolidated
FinancialStatements
54
Other Information
Shareholder Information
68
Notice of Annual General Meeting
70
Alternative Investment Fund Managers’
Directive Disclosures
75
Glossary
76
Directors and Advisers
80
Trust Financial Results and
Key Performance Indicators
1
to 31 May 2025
Average discount to NAV
†14
Since launch to 31 May 2025: (1.2%)
Year to 31 May 2024
Year to 31 May 2025
(7.1%)
(7.1%)
Net Asset Value - Year to 31 May 2025
*14
NAV total return
Peer Group
2
Deutsche Numis All Share
(Comparator Index)
12.8%
(2024: 16.5%)
9.7%
(2024: 15.6%)
8.8%
(2024: 15.6%)
Ongoing charges
†14
(0.01)%
Year to 31 May 2024
Year to 31 May 2025
1.13%
1.14%
Dividend growth
†1
5.9%
Year to 31 May 2024
Year to 31 May 2025
4.50p
4.25p
The Trust has maintained an unbroken good and growing dividend record since launch in April 2011.
i The Diverse Income Trust plc Annual Report 2025
* Source: Morningstar.
† Source: Company.
1 KPI, defined in the Glossary.
2 Defined in the Glossary.
3 Defined in the Glossary.
4 Alternative performance measure.
Revenue return per ordinary share
†4
11.4%
NAV per ordinary share
†
7.9%
Year to 31 May 2024
Year to 31 May 2024
Year to 31 May 2025
Year to 31 May 2025
4.9p
106.69p
4.4p
98.87p
Net Asset Value Total Return - Since launch to 31 May 2025
*
NAV total return
Peer Group
2
Deutsche Numis All Share
(Comparator Index)
264.6%
140.1%
210.4%
Share price total return
*3
8.1%
Year to 31 May 2024
Year to 31 May 2025
20.8%
12.7%
iiThe Diverse Income Trust plc Annual Report 2025
01 The Diverse Income Trust plc Annual Report 2025
The Company’s Objective
The Company’s investment objective is to
provide shareholders with an attractive and
growing level of dividends coupled with
capital growth over the long term.
Total Return of the Diverse Income Trust vs the
Deutsche Numis UK All-Share Index
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
250
200
150
100
50
-50
0
Diverse Income Trust NAV Total Return*
Diverse Income Trust Share Price Total Return*
Deutsche Numis All Share Index Total Return
* Alternative performance measure
Source: Morningstar
300%
250%
200%
150%
100%
50%
0%
-50%
2023
2012
2011
2016
2020
2014
2022
2024
2013
2021
2015
2017
2018
2019
2025
Learn more on our website
Annual Dividends Declared
(p/share)
Source: Company
Special dividends
Ordinary dividends
2012
2.02
2016
2.80
2020
3.70
2014
2.25
2022
3.90
2024
4.25
2013
2.10
2021
3.75
2015
2.40
0.50
2017
3.00
0.40
2018
3.40
0.23
2019
0.16
3.65
2023
4.05
4.50
2025
4.5p
4.0p
3.5p
3.0p
2.5p
2.0p
1.5p
Contents
Strategic Report
Trust Financial Results and
Key Performance Indicators
i
Chair’s Statement
02
At a Glance
04
Manager’s Report
06
Portfolio Information
14
Business Model
18
Principal Risks
20
Share Capital
22
Stakeholder Engagement
24
ESG/Responsible Business
26
Governance
Board of Directors
28
Report of Directors
30
Corporate Governance Statement
34
Audit Committee Report
38
Directors’ Remuneration Report
40
Statement of Directors’ Responsibilities
43
Financial Statements
Independent Auditor’s Report
44
Consolidated Income Statement
49
Consolidated Statement of Changes
inEquity
50
Parent Company Statement Of Changes
InEquity
51
Consolidated And Parent Company
Balance Sheets
52
Consolidated And Parent Company
Cash Flow Statements
53
Notes to The Consolidated
FinancialStatements
54
Other Information
Shareholder Information
68
Notice of Annual General Meeting
70
Alternative Investment Fund Managers’
Directive Disclosures
75
Glossary
76
Directors and Advisers
80
Chair’s Statement
Chair’s
Statement
Introduction
The past year has seen 2024’s limited
green shoots in the UK economy wilt under
the influences of tax increases and other
confidence-sapping policy initiatives by the
Labour government, allied to uncertainties
on the world stage centred on the US
government’s planned or imagined changes
in import tariffs.
The overall effect has been to put a brake
on companies’ plans to hire and invest,
owing to the lack of clarity over government
attitudes to business and the uncertainties
affecting global trade. Repeated policy
gyrations have encouraged equity markets
to put aside much of the bluster in the tariff
debate, with a degree of rotation out of
the hitherto dominant US market, allied to
weakness in the US dollar, enabling the
UK and other European markets to deliver
more competitive total returns. Declining
interest rates have improved financial
conditions, while a sharp rise in the UK
consumer’s saving rate offers potential
for an improvement in domestic growth,
assuming the increase is not eaten up by
further tax rises.
Returns to shareholders
and performance
The Company delivered a net asset value
total return of 12.8%, strong in absolute
terms and ahead of the UK market’s total
return (as measured by the Deutsche Numis
All Share index) of 9.7% and that of the
Company’s peer group (the Morningstar UK
Equity Income sector) which returned 8.8%.
The share price total return of 20.8% was
also better than the peer group’s (12.4%).
The Trust’s Revenue Earnings per Share
increased by 12.0% this year to 4.87p. The
Trust increased its dividend to shareholders
by 5.9% this year from 4.25p to 4.50p,
which includes the three interim payments
already declared and a recommended
final dividend of 1.35p to be approved at
the AGM. The rise is well ahead of the
3.4% rate of UK consumer price inflation to
May 2025.
This return was achieved despite smaller
companies and AIM stocks, in which much
of the Company’s portfolio is typically
invested, continuing to lag the wider
market and underlines the importance of
stock selection even in the more positive
conditions that have begun to characterise
the UK market’s absolute and relative
performance during the second half of the
reporting period.
Smaller capitalisation stocks delivered only
half as much (+5.0%), while AIM stocks
continued to be sidelined, the Deutsche
Numis AIM index seeing a decline of 6.4%.
The Company delivered a net asset value
total return of 12.8%, ahead of the UK
market’s total return of 9.7%, alongside
a 5.9% rise in the total dividend, which
exceeded the 3.4% rise in UK consumer
price inflation.
Andrew Bell
Chair
12 August 2025
02
The Diverse Income Trust plc Annual Report 2025
Market valuation and share
redemptions
Although the disinvesting trend from
UK equities by domestic investors has
not materially improved, increases in
UK allocations by international investors
have contributed to an improved relative
performance by the UK market, spreading
beyond the main internal sectors dominant
in the top 100 index. Some, at least, are
beginning to see opportunity in the UK’s
laggard status, rather than chasing the
momentum available elsewhere.
With the improved sentiment towards
UK equities, together with a number of
shareholder activists taking advantage of
prevailing wide discounts in the investment
trust sector, discounts narrowed somewhat
from the wide levels seen in mid-2024. The
Company’s annual redemption opportunity
means that shareholders have been
protected from the more extreme widening
seen elsewhere but the improving overall
trend saw the Trust’s discount* narrow from
9.6% to 3.5% over the year to 31 May 2025,
helped by a strong performance.
Each year the board offers shareholders
a voluntary redemption opportunity.
This year, the date was moved from a
redemption point at the end of May to the
end of August, in order to avoid accounting
and administrative complications over
the Company’s year-end. At 29th July
2025, 72,822,392 shares were offered for
redemption, representing 30.8% of the
Trust’s equity. A further announcement
setting out the redemption details will be
made shortly after the redemption point,
being 29th August 2025.
Since the Trust was launched in 2011, the
voluntary redemption mechanism has
worked effectively, with the Trust’s share
price on average trading at a 1.6% discount
to its NAV.
Board succession
Calum Thomson, the Chair of the Audit
Committee, will reach nine years as a
Director during the Trust’s current financial
year and will stand down at the AGM in
October 2026. Accordingly, the Board
expects to initiate a formal search process
for a successor early in 2026.
Prospects
The initial market reaction to President
Trump’s April 2nd announcement of
widespread tariffs on imports from its
trading partners was sharply negative. This
reflected the rational view that precipitately
changing the rules of international trade
would be disruptive to trade patterns and
individual businesses in unpredictable
ways, as well as increasing inflation in the
US. The subsequent recovery in equity
markets has been in reaction to the US
concluding deals with a number of trading
partners as well as rowing back on the
extent and timing of the proposed tariffs.
The recovery in markets is broadly
rational, with the significant caveat that
misjudgements may be made by the US or
others in treating international diplomacy
as a game of bluff and negotiating tactics.
A recession or a rise in inflation could be
the result.
The rise in defence spending and the
general global decline in interest rates
are tailwinds for economic activity and
risk-taking, while recent US policy changes
appear to have encouraged investors to
diversify their investments more widely
beyond the expensively rated US equity
market and, within it, the premium rated
major technology companies. This has been
to the benefit of non-US global markets,
including the UK (and, more recently, the
smaller companies within it).
From launch in April 2011 to the end of May
2025, Diverse Income Trust has delivered
a NAV total return of 264.6% and a share
price total return of 239.9%, while by
comparison the UK equity market’s total
return was 140.1% over the same period
and UK consumer prices rose 48.5%. The
Company would be a particular beneficiary
of a revival in UK small cap, and particularly
AIM, stocks, both markets where valuations
have fallen to historically low levels. Whilst
everyone should do their own research, our
managers believe that valuation, fund flows
and fundamentals are particularly well-
aligned to reward our investors in coming
years, with outperformance resuming more
recently, after the uncertainties spanning
the Brexit process, the Covid crisis and the
peak in the US tech boom, all of which led
investors to focus elsewhere.
Andrew Bell
Chair
12 August 2025
Twelve month total returns of the Trust and various Deutsche Numis indices
NAV Total Return
** Investment Companies Source: Morningstar
Deutsche Numis All Share Index
Deutsche Numis Small Cap Index ex ICs**
Deutsche Numis Alternative
Markets Index ex ICs**
-8% -6% -4% -2% 0% 2% 4% 6% 8% 10% 12% 14%
9.7%
5.0%
(6.4%)
12.8%
* Alternative performance measure
Strategic Report Financial StatementsGovernance Other Information
03 The Diverse Income Trust plc Annual Report 2025
At a Glance
The Trust’s Objective
To provide
shareholders with
an attractive and
growing level of
dividends coupled
with capital growth
over the long term
* AIM/AQUIS listed.
The Trust invests primarily in quoted UK
companies with a wide range of market
capitalisations, but a long-term bias toward
small and mid-cap equities.
• The Trust invests in approaching 100 UK companies with prospects
of strong earnings and cash flows, and good and growing dividends.
The resulting portfolio offers diversity of exposure, by both sector and
market capitalisation.
• Small caps around the world have been in the doldrums of late, particularly in
the UK, as the very large tech stocks, “The Magnificent 7”, have dominated
sentiment and returns.
• Such stocks may be reaching peak earnings, however, while valuations in the
UK have continued to fall.
• Against the background of a new government committed to growing the UK
economy and making the UK attractive to investors once more, there is huge
untapped potential when sentiment changes.
• A change in sentiment also has the potential to help narrow the Trust’s
discount, further boosting shareholder returns.
• The Manager anticipates continuing to grow the Trust’s income and therefore
its dividend, at a time when interest rates have peaked.
Rest of portfolio
57. 5%
(2024: (48.5%))
Top twenty holdings
42.5%
(2024: (51.5%))
Our Top 20 weightings %
Galliford Try 3.4
TP ICAP 3.0
CMC Markets 2.8
Concurrent Technologies* 2.6
AVIVA 2.5
XPS Pensions 2.4
PayPoint 2.4
Pan African Resources* 2.4
Secure Trust Bank 2.1
Plus500 1.9
Phoenix 1.9
NewRiver REIT 1.9
Kenmare Resources 1.8
H&T* 1.8
BT 1.7
Sainsbury (J) 1.6
Greatland Gold* 1.6
Diversified Energy 1.6
Legal & General 1.6
Victorian Plumbing* 1.5
Key for table and chart above:
Industrials
Financials
Basic Materials
Telecommunications
Technology
Energy
Consumer Discretionary
Real Estate
Consumer Staples
04 The Diverse Income Trust plc Annual Report 2025
** “Mainstream” is a combination of the large and mid cap element of
the Deutsche Numis All Share Index.
The Trust’s ordinary dividends have
been on an unbroken upward trend
since launch, providing almost half of
its total return.
Strategic Report Financial StatementsGovernance Other Information
05 The Diverse Income Trust plc Annual Report 2025
Mainstream**
29.8%
AIM Market
2.4%
AIM Market
28.8%
Mainstream**
88.4%
Our Portfolio
A diverse and balanced multicap portfolio
UK stock market – Deutsche Numis All Share Index
Dominated by larger companies
Smallcaps
41.4%
Smallcaps
9.2%
Manager’s Report
Manager’s Report
Who are the fund managers that have day-to-day
responsibility for the makeup of the Trust’sportfolio?
Market trends over
pastdecade
Over the last ten years, global stock markets
may have risen, but their returns look rather
pedestrian when compared with the returns
of very large US technology stocks. The
seven largest, known as the Magnificent
Seven, ‘Mag 7’, have risen by a giant
2,589.6% in Sterling terms over the period.
Returns of this magnitude have depressed
the returns of all comparators, as investors
have withdrawn capital from all other global
equities to participate in this rise.
In addition, in rapidly rising markets, the
returns from equity income stocks often
appreciate less rapidly than the more
volatile share prices of growth-oriented
companies, with the result that the UK
stock market, as measured by the Deutsche
Numis All Share Index, has risen only 78.3%
over the last ten years. With capital being
withdrawn to participate in the Mag7, the
returns from UK-quoted small caps were
even more modest, with the Deutsche
Numis Mid Cap and Small Cap Indices rising
by only 64.9% and 71.1% respectively, and
the Deutsche Numis Alternative Markets
Index up just 9.7% (all indices quoted in
total return terms).
Gervais Williams
Martin Turner
Gervais joined Miton in March 2011 and is
now Head of Equities in Premier Miton. He
has been an equity fund manager since
1985, including 17 years at Gartmore. He
was named Fund Manager of the Year by
What Investment? in 2014. Gervais is also the
President of the Quoted Companies Alliance
member of the AIM Advisory Council.
Martin joined Miton in May 2011.
Martin and Gervais have had a close
working relationship since 2004, with
complementary expertise that led them
to back a series of successful companies.
Martin qualified as a Chartered Accountant
with Arthur Anderson and had senior roles
and extensive experience at Merrill Lynch
and Collins Stewart.
06 The Diverse Income Trust plc Annual Report 2025
Market trends over the year
to May 2025
Over the 12 months to May 2025, the return
from the Mag7 was 21.4% but followed a
return of 26.1% in the first six months to
November 2024. In other words, Mag7
returns have been much weaker since
‘Liberation Day’ on 2 April when President
Trump set out the trade tariffs he intended
to charge on US imports.
Even as US stock market returns became
less buoyant over the last few months of the
Trust’s financial year, UK OEIC redemptions
have persisted. Hence, over the period
under review, the Deutsche Numis
Small Cap plus AIM Index ex ICs Index
appreciated by only 1.1%, with the Deutsche
Numis All Share Index up 9.7%.
Changes to the portfolio
During the year, with the number of UK
takeovers increasing, the holdings in
I3 Energy, Inspired Energy and wealth
manager STM Group were sold from the
portfolio. In addition, significant profits
were taken from positions in BAE Systems,
IG Group - an online financial trading
company - Mears Group (local authority
housing maintenance), packaging group
Smurfit Kappa, and System1, a global
market research provider.
The largest new holding bought in the
period was Greatland Gold, a UK listed,
Australian gold miner, together with Lloyds
Bank, and OSB Group, formerly known as
One Savings Bank. Other significant new
holdings were Aberdeen Group, (owners of
interactive investor), B&M European Value
Retail, Gaming Realms, Natwest Group,
and Thor Exploration, a gold exploration
company operating in West Africa.
The portfolio was made up of 97 stocks
at the year end, compared to a total of
117 holdings twelve months earlier.
Changes to the portfolio
industry sector weightings
Over the year to May, the weighting in the
Financial Industry sector rose from 35%
to 41%, in part as a result of the strong
performance of a number of individual
stocks. The change was also due to an
increase in the weighting of the Banks sub
sector from 1% to 5%. Interestingly, the
global industry classification standard,
“GICS”, includes neither the new OSB
holding nor the holding in Vanquis Banking
Group, a credit card and loan provider,
both of which we consider to be Banks, so
the portfolio’s weighting in Banks may be
considered to have increased to 7%. The
weightings in the other Financial industry
sector categories - Financial Services and
Insurance - were only modestly higher.
Consumer Discretionary weightings also
increased from 6% to 9%, as many small
holdings started in the previous year were
built up into full holdings. Examples include
AO World, which sells home appliances, the
radiator manufacturer, Stelrad, Victorian
Plumbing and Wickes.
The portfolio weighting in Energy fell from
11% to 8% in part due to disappointing
returns from oil and gas company Savannah
Energy, which failed in its attempt to make
an acquisition that had been expected to
greatly enhance earnings.
The Real Estate weighting fell from 5% to
3% as holdings in LondonMetric, Property
Franchise and Helical were sold.
The Trust’s returns
As highlighted above, over the year to
May 2025, UK-quoted small caps have
underperformed the UK majors. Had the
large proportion of Trust’s portfolio invested
in UK-quoted small caps performed in line
with the small cap indices, then its return
would have considerably lagged behind
that of the Peer Group.
As it was, over the year to May 2025, the
NAV total return of the Trust bucked this
trend and rose 12.8%, which compares
favourably with the Deutsche Numis
All Share Index total return of 9.7%, the
Deutsche Numis Smaller Companies Plus
AIM Index return of 1.1% and the UK Equity
Income Peer Group, return of 8.8%.
The underperformance of UK-quoted small
caps in the main over the last few years
has built up to a point where, since the
Trust’s launch in April 2011, the Deutsche
Numis Smaller Companies Plus AIM Index
has generated a total return of only ex ICs
113.2%, compared with the Deutsche Numis
All Share total return of 140.1%.
As with the year under review, since
launch the Trust’s portfolio has generated
considerable added value, and hence its
return since April 2011 has been 264.6%.
This also compares favourably with the
210.4% return from the Peer Group. As their
portfolios, in general, have many fewer
small cap holdings, their added value would
appear to have been considerably less.
0
0
2.01.0
-1.0-2.0
Strategic Report Financial StatementsGovernance Other Information
07 The Diverse Income Trust plc Annual Report 2025
What were the principal contributors and detractors
to the Trust’s performance during the 2025
financialyear?
Largest 5 contributors to performance %
Pan African Resources Plc
1.86
Greatland Gold Plc
1.62
Galliford Try Holdings Plc
1.51
Concurrent Technologies Plc
1.49
XPS Pensions Group Plc
1.49
Largest 5 detractors from performance
%
Savannah Energy Plc
(1.75)
Zotefoams Plc
(0.70)
Conygar Investment Company Plc
(0.64)
CT Automotive Group Plc
(0.57)
Man Group Plc/Jersey
(0.56)
Source: Premier Miton
Manager’s Report continued
Outlook
Traditionally, global economies have
periods of expansion, with intervening
periods of recession. Investment in
productivity improvement is tested
during recessions, such that only the
genuinely productive survive. The cycle
of expansion and setback usually favours
better managed corporates and in
doing so drives long-term improvement.
Importantly, ongoing long-term productivity
improvements are then reflected in wage
growth that exceeds inflation.
The economic pattern has been different
during globalisation. In general, the near-
unlimited surge of low-cost imports has
offset local service price inflation, such that
in many developed economies inflation has
been benign for decades.
During economic setbacks, for instance
the Global Financial Crisis in 2008, and
Covid in 2020, inflationary pressures
were not generally feared, and central
banks resolved these crises by injecting
substantial financial stimulus, with the
result that relatively few corporates failed.
The net effect was that during globalisation,
global productivity improvement was
sub-normal. Furthermore, following the
widespread introduction of the policy of
Quantitative Easing in 2009, the additional
distortion this brought to market prices
may explain why productivity has generally
flatlined subsequently.
Furthermore, given the absence of
meaningful productivity improvements
since 2008, the wages of many staff have
not increased ahead of inflation. In our view
it is the absence of wage improvement that
explains why, even prior to Covid, many
of the electorate started voting against
the status quo. Over recent years, with
the surge in inflationary pressures, many
voters now believe that a major change in
government policy is even more urgent.
Given this background, we believe that the
economic trends that drove the outstanding
returns of the US technology megacaps
have come to an end. Furthermore, we also
believe there will be weighty consequences
to come from the introduction of US trade
tariffs. Indeed, given the scale of the
proposals, we anticipate equally meaningful
unintended consequences.
Whilst the timings of specifics are
somewhat unknowable, we believe that in
the absence of near-unlimited deflating
goods, central banks will routinely have to
address periods of both excess inflation
and deflation. These will lead either to a
major setback in corporate profit margins or
a derating of equities, possibly both. From
a business perspective this implies a much
more severe period of corporate insolvency,
with even some of the survivors potentially
delivering poor returns.
Equity income stocks have a
disproportionate advantage when equity
market liquidity is tight. Whilst most
corporates need to focus on cashflow
survival, companies generating surplus
cashflow can acquire overindebted, but
otherwise solvent companies, debt-free
from the receiver, for almost nothing. As
a result, during recessions we anticipate
many quoted equity income stocks will
accelerate their earnings growth via
acquisition. And as the maths works so
much better down the market capitalisation
range, certain small caps will make
relatively substantial acquisitions at
almost no cost, potentially delivering
transformational upgrades in their earnings.
The bottom line is that in contrast to much
of the period to date, we believe the Trust’s
strategy will be the beneficiary of a strong
market tailwind in future. Furthermore, if we
can continue to add further value via careful
stock selection, then the Trust’s investment
case appears to be immensely strong. We
believe it is the best we have seen for thirty
years.
Gervais Williams
and Martin Turner
12 August 2025
As globalisation fades,
Trusts that deliver a
major proportion of
their return via cash
dividends, such as
Diverse, appear set to
outpace those with
a greater reliance on
buoyant stock markets
and NAV appreciation.
08 The Diverse Income Trust plc Annual Report 2025
Strategic Report Financial StatementsGovernance Other Information
09 The Diverse Income Trust plc Annual Report 2025
Manager’s Report continued
Gervais Williams
Martin Turner
Q. To what degree might the
Trust’s potential long-term total
return be compromised by
pursuing a good and growing
income strategy?
During recessions companies often run
short of ready cash, which may force them
to sell parts of the group at distressed
valuations. In the most indebted cases,
insolvency may result, leading them to
be sold debt-free, often for a nominal
sum, by the receiver. Companies with an
abundance of surplus cash with which to
acquire such businesses may see their own
growth rates accelerate, leading in turn to
strong outperformance.
During periods of economic expansion,
and the benign inflation that prevailed
during globalisation, central banks
and governments were able to shelter
corporates deploying more aggressive
tactics during economic setbacks, such
that relatively few ran short of cash. We
would argue that the potential downside
risks that come with these more aggressive
strategies have not been apparent for
many years.
With the resurgence in nationalism,
however, more testing economic downturns
may once more become a regular feature.
The Investment Managers’
view of benefits and
opportunities in the UK
Q. Why was the Trust set up with
a focus on equity income stocks?
Stock market share prices fluctuate all
the time. Hence, over an annual reporting
cycle, the NAV of a trust may increase by a
large percentage, or suffer a setback, with
rises in some years offset in part by falls
in others.
Importantly in this context, the return
provided by the Trust’s stream of dividend
payments provides a sustained and - to
date - an ever-increasing stream of
dividend cashflow, helping to ensure both
strength and consistency of total return.
Q. Given your focus on the Trust’s
dividend income, how has its
trajectory compared with that of
the UK stock market?
The Trust’s ordinary dividends have grown
steadily since launch. In 2020-2021,
when many portfolio companies cut their
dividends as a result of the pandemic
leading to a decline in the Trust’s annual
revenue, this temporary setback was
countered by drawing upon reserves
built up in prior years, enabling the Trust
to continue to pay increased dividends.
Since that date the Trust’s revenue has
fully recovered, and its annual revenue and
dividends have continued to grow. This is in
contrast to dividend income paid by the UK
stock market, which, having fallen in 2020,
has not yet recovered to its 2019 peak.
In this environment, we believe that the
benefits of an equity income strategy will
become better appreciated, especially if it
outperforms those with more aggressive
characteristics by a wide margin.
We believe that the success of an
investment strategy can only be properly
assessed following a testing economic
setback as well as during periods of growth,
and that as such the full advantages of
the Trust’s strategy have yet to become
apparent. Nonetheless, since issue the
Trust has been one of the best performers
in its Peer Group, but with the advent of
nationalism we are now even more upbeat
about its potential.
Q. What do you think are the
key benefits of the Trust’s multi
capstrategy?
The Trust’s strategy allows us to consider
potential investments in large quoted
companies as well as medium-sized
and smaller ones, including many listed
on the Alternative Investment Market.
This broad investment universe includes
many younger, immature companies
that we expect will succeed in growing
their dividends more rapidly than the
market overall.
Since launch the Trust’s return comprises two components – its
NAV capital return, and its cumulative dividend return.
The twin components of the Trust’s return
The Trust’s NAV return since issue (%): NAV returns tend to fluctuate over time.
The Trust’s cumulative dividend return since issue (%): Dividend returns tend to
rise progressively.
300%
250%
200%
150%
100%
50%
0%
2011
2019
2015
2023
2013
2021
2017
2025
2012
2020
2016
2024
2014
2022
2018
10 The Diverse Income Trust plc Annual Report 2025
Source: Company
We believe that the
Trust’s multicap strategy
has enhanced the
growth of its dividend
stream and hence
helped it to outperform
the Peer Group
sinceissue.
Q. With large and mega cap
stocks outperforming small
caps by such a wide margin
over recent years, do you worry
that the Trust’s portfolio holds
too large a weighting in quoted
smallcaps?
Over the ten years to May 2025, global
stock market indices have risen around
three-fold, which is not unusual. What has
been unusual is the supernormal growth
of a small number of global technology
mega caps, the Magnificent Seven.
Further boosted by a rise in valuations
as capital has flooded into them, this
group has outperformed global stock
markets dramatically.
Capital flows into the mega caps have
typically been funded by withdrawing
capital from other parts of the global stock
market. This has depressed the returns of
many mid and large caps, but it has been
the valuations of small caps that have
suffered the most.
Brexit uncertainties also led many local
investors to reallocate UK equity capital
overseas. The combined effect of major
capital flows out of small caps, and out
of UK listed equities has consistently
weakened the returns of UK-quoted small
caps over recent years.
Persistent small cap underperformance
of this magnitude is highly unusual. Whilst
the returns of small caps may be outpaced
by larger companies at times, over the
longer term it has usually been the case
that the smaller a company’s market
capitalisation, the greater its return. Given
the scale of small cap underperformance,
some question whether past stock market
patterns have permanently broken down.
We argue not. We are greatly reassured
by the fact that many small cap stocks
have continued to generate good and
growing dividend growth, at odds with the
drawdown of their share prices. We are
currently meeting companies whose share
prices we believe could easily rise by three-
or five-fold. In our view, small caps are
overdue a giant performance catch-up, and
with a majority of the Trust’s portfolio so
invested it should outperform in scale when
that occurs.
Q. But does a Trust that
principally invests in UK equities
really have the capacity to
outperform global stock markets
on a long-term basis?
While recent returns from the UK stock
market have been greatly outpaced by
international stock markets, especially those
with technology growth mega caps, leaving
it standing on an unusually low valuation, in
our view, it has the potential to become one
of the best performing global stock markets
globally. This is due to the dominance of
good and growing income stocks.
Prior to globalisation it was the UK stock
market’s equity income bias that in our
view led it to outperform the US. Better still,
during these economically unsettled years,
UK smallcaps also greatly outperformed
mainstream stocks.
We believe that the Trust’s multicap
strategy has enhanced the growth of its
dividend stream and hence helped it to
outperform its Peer Group since issue.
When corporate expansion is prolific, the
risks of restricting the investment portfolio
to a limited universe of quoted companies
may not be particularly evident. If global
growth becomes less stable however, then
fewer equity income stocks will be able
to continue to pay out good and growing
income. Against such a background we
believe that employing a multicap approach
has conspicuous advantages not just in
terms of generating a stronger dividend
outcome but also delivering a better
total return.
Q. So is that why you also
consider the industry sector
diversification of the Trust’s
portfolio to beimportant?
There are major risks in relying on a small
number of very large holdings to fund a
good and growing stream of dividends.
Were even a limited number of individual
stocks to cut their dividends, then the Trust
might be forced to do the same in turn.
Investing across the full range of industry
sectors typically results in a broader list
of portfolio holdings, helps dilute stock
specific risk, and in turn drives greater
resilience in the trust’s revenue stream
and dividends.
All the industry sectors are usually
represented in the portfolio. During
the pandemic for example, the Trust’s
holdings in industry sectors such gold
mining and financial asset transactional
companies greatly boosted its revenue
and dividend income. A principal reason
why the Trust was able to continue to pay
growing dividends was in other words its
unusually broad portfolio diversification by
industry sector.
Strategic Report Financial StatementsGovernance Other Information
11 The Diverse Income Trust plc Annual Report 2025
Annual Dividends Declared
(p/share)
Source: Company
Special dividends
Ordinary dividends
2012
2.02
2016
2.80
2020
3.70
2014
2.25
2022
3.90
2024
4.25
2013
2.10
2021
3.75
2015
2.40
0.50
2017
3.00
0.40
2018
3.40
0.23
2019
0.16
3.65
2023
4.05
4.50
2025
4.5p
4.0p
3.5p
3.0p
2.5p
2.0p
1.5p
Q. Finally, why is meeting
company management so
important to you in terms of the
make-up of portfolio? You say it
has very real benefits.
We allocate a huge amount of our time
to face-to-face meetings with company
management. Large companies often meet
professional investors in group meetings,
which do not facilitate real insight. Posing
and noting how management react to
uncomfortable questions – difficult to
do in a group meeting - can add real
understanding. Fortunately, further down
the market capitalisation range one-to-one
meetings are readily available, and often
therefore yield greater insight as a result.
Meetings with our current holdings provide
an opportunity to test our conviction in the
light of events that have occurred since
purchase. Meetings with other management
teams may offer extra insight into current
market conditions, prompting adjustments
to existing holdings. We also meet
companies operating in industry sectors
with prospects that are less correlated with
the rest of portfolio, providing a different
perspective, and further enhancing
portfolio diversification.
Manager’s Report continued
So as economic patterns evolve beyond
globalisation, we believe that markets are
likely to return to this earlier trend. If so, we
believe the Trust has the potential to greatly
outpace the returns of most international
comparatives, including the US.
For the avoidance of doubt, our confidence
is not based on belief that the prospects
for the UK economy or the UK Government
are significantly better, but is due to the
different makeup of the UK stock exchange.
It is this factor that we believe will enhance
its returns in a new stock market trend that
could, in our view, last for decades.
We also place considerable emphasis
on helping management teams to better
explain the upside potential of their
businesses. If successfully communicated,
this can drive improved valuations, in turn
making it easier to accelerate expansion
plans through share issues.
By pursuing an intensive meeting
programme and gathering as much
information about the portfolio holdings
as we do, sometimes we are comfortable
taking a risk that others may perceive
as excessive, a risk that based on our
additional insight, we consider to be only
moderate. And vice versa. We believe that
it is a deeper appreciation of absolute risk
that helps us to scale back unnecessary
systemic uncertainty from the portfolio.
This is why we place such a high priority
on face-to-face company meetings. It is
also why we have such deep conviction
that the Trust has a far stronger chance of
continuing to deliver a return well ahead of
its Peer Group, as it has done in the past.
The bar chart below denotes the number of face-to-face company meetings held in the past
12months, and in the two preceding 12-month periods, excluding conferences.
Source: Premier Miton Number of meetings
0 100 200 300 400 500 600 700
12 months to
31 May 2023
606
12 months to
31 May 2024
586
12 months to
31 May 2025
545
We believe that the
best opportunity for
adding value is via
listening and then
questioning corporate
management teams
directly. We therefore
seek to maximise the
time we engage with
quoted company
leadershipteams.
12 The Diverse Income Trust plc Annual Report 2025
Strategic Report
13 The Diverse Income Trust plc Annual Report 2025
Other InformationFinancial StatementsGovernance
Income today,
growth for
tomorrow
Portfolio Information
31 May 2025
Our diverse portfolio
When Newmont acquired Newcrest Mining, they
withdraw from many of the less substantial gold
mining projects, including their 70% shareholding
in the Havieron Mine in Australia.
Greatland Gold owned the minority and hence raised $250m in the
UK to take its ownership of the part-built Havieron Mine up to 100%,
at what we believed was a fraction of its fundamental worth.
Over the last year, the gold price has risen substantially, and the
company share price is now standing at a multiple of its placing
price a year ago. Greatland Gold was never intending to pay a
dividend until the Havieron mine was in operation, but once it is, we
anticipate the Group will become incredibly cash generative and as
such have the potential to pay substantial and growing dividends.
* Greatland Resources replaced Greatland Gold as the parent company
of the group on 15 June 2025, and is listed on both ASX in Sydney and
AIM in London
Aviva £18.7bn
Sector
Financials
% of net assets
2.5
Yield %
5.8
Greatland Gold* £1.9bn
Sector
Basic Materials
% of net assets
1.6
Yield %
0%
These stock examples constitute a sample of some of the larger holdings across a range of sectors and company
sizes reflecting the multicap nature of the Trust’s portfolio. Data as at 31 May 2025 unless otherwise stated.
Source: Aviva
20.7
Final
Dividend
p/sharep/share
40
35
30
25
20
15
10
5
0
Year to Dec 22
Year to Dec 22
Year to Dec 23
Year to Dec 23
Year to Dec 24
Year to Dec 24
22.3
Final
Dividend
23.8
Final
Dividend
10.3
Interim
Dividend
11.1
Interim
Dividend
11.9
Interim
Dividend
50
40
30
20
10
0
Source: Greatland Gold
No
Dividend
No
Dividend
No
Dividend
Aviva’s website states that it is ‘the UK’s
leading diversified insurer’, with businesses
operating across the insurance, wealth and
retirementsectors.
Over recent years, Aviva has acted with real purpose under a
genuinely talented management team and hence grown its market
share and profitability. As the company has succeeded, dividend
growth has accelerated, and more recently its share price has
also outperformed.
Aviva’s momentum is continuing with the recent acquisition
of Direct Line Insurance, making it the largest UK personal
lines insurer. The group has stated that they “continue to be
very positive about the outlook for 2025” and that they are
“increasingly confident about Aviva’s prospects and meeting their
financial targets”.
14 The Diverse Income Trust plc Annual Report 2025
Over recent years, UK governments have imposed
very high taxes on companies producing oil and
gas in the North Sea. Most multinational operators
have withdrawn, typically selling their remaining
operations at a fraction of previous valuations.
Ithaca Energy has acquired many of these and grown to be
one of the leading oil and gas producers in the UK sector of the
North Sea. As bringing large oil fields into production involves
very considerable investment, and tax is only levied after these
costs have been recovered, Ithaca has been extraordinarily
cash generative, which has been reflected in turn in its very high
dividend stream to shareholders.
As a result of the collapse in investment in the UK oil and gas
sectors, as a nation we have become increasingly reliant on
importing these products during the transition period to non-
carbon-based energy. Perversely, imports have a much higher
carbon footprint than local production, and hence we anticipate
that taxation on local producers should normalise over the
transition period.
Ithaca Energy £2.4bn
Sector
Energy
% of net assets
1.5
Yield %
18.5
Source: Ithaca Energy
p/share¢/share
Year to Dec 22
Year to Dec 22
Year to Dec 23
Year to Dec 23
Year to Dec 24
Year to Dec 24
Source: ME Group International
8
7
6
5
4
3
2
1
0
35
30
25
20
15
10
5
0
2.60
Interim
Dividend
13.21
Interim
Dividend
13.21
Interim
Dividend
13.21
Interim
Dividend
9.86
Interim
Dividend
12.09
Interim
Dividend
12.09
Special
Dividend
2.97
Interim
Dividend
3.45
Interim
Dividend
3.00
Final
Dividend
4.42
Final
Dividend
4.45
Final
Dividend
0.60
Special
Dividend
ME Group Intl £0.8bn
Sector
Consumer Discretionary
% of net assets
1.5
Yield %
3.7
Historically, ME Group International principally
designed and operated passport photo booths,
although now it is their Wash.Me Revolution
laundry units in supermarket car parks, operating
24/7 that predominate.
Being larger than consumer washing machines, these are
frequently used by those renting out rooms on platforms such as
AirBNB. ME Group is a very cash generative company, and this has
been reflected in not only the progressive growth of its ordinary
dividends, but a number of special dividends on top.
Over the first half of the year, ME Group installed 550 net new
Revolution Laundry machines and remains on track to meet its
target of installing 1200 over the year, with a particular focus on the
UK and France.
Strategic Report Financial StatementsGovernance Other Information
15 The Diverse Income Trust plc Annual Report 2025
Portfolio Information continued
31 May 2025
16 The Diverse Income Trust plc Annual Report 2025
Rank Company Sector & main activity Valuation £000 % of net assets Yield* %
1 Galliford Try
Industrials 8,341 3.4 4.1
2 TP ICAP
Financials 7,252 3.0 6.1
3 CMC Markets
Financials 7,060 2.8 3.7
4 Concurrent Technologies**
Technology 6,549 2.6 0.5
5 AVIVA
Financials 6,342 2.5 5.8
6 XPS Pensions
Financials 6,151 2.4 2.7
7 PayPoint
Financials 6,113 2.4 5.4
8 Pan African Resources**
Basic Materials 5,967 2.4 2.1
9 Secure Trust Bank
Financials 5,350 2.1 4.8
10 Plus500
Financials 4,853 1.9 5.1
Top 10 investments 63,978 25.5
11 Phoenix
Financials 4,796 1.9 8.5
12 NewRiver REIT
Real Estate 4,775 1.9 7.8
13 Kenmare Resources
Basic Materials 4,616 1.8 6.3
14 H&T**
Financials 4,527 1.8 2.8
15 BT
Telecommunications 4,360 1.7 4.5
16 Sainsbury (J)
Consumer Staples 4,133 1.6 7.8
17 Greatland Gold**
Basic Materials 4,129 1.6 –
18 Diversified Energy
Energy 4,046 1.6 8.5
19 Legal & General
Financials 3,911 1.6 8.6
20 Victorian Plumbing**
Consumer Discretionary 3,897 1.5 0.7
Top 20 investments 107,1 68 42.5
21 Yu Group**
Utilities 3,788 1.5 3.9
22 Ithaca Energy
Energy 3,745 1.5 18.5
23 ME Group International
Consumer Discretionary 3,717 1.5 3.7
24 Lloyds Banking
Financials 3,656 1.4 2.7
25 Sabre Insurance
Financials 3,627 1.4 8.7
26 AO World
Consumer Discretionary 3,534 1.4 –
27 M&G
Financials 3,526 1.4 8.5
28 TruFin**
Financials 3,494 1.4 –
29 Personal Group**
Financials 3,429 1.4 5.7
30 MAN
Financials 3,316 1.3 8.3
Top 30 investments 143,000 56.7
31 National Grid
Utilities 3,309 1.3 11.9
32 McBride
Consumer Staples 3,176 1.3 –
33 Tesco
Consumer Staples 3,094 1.2 3.5
34 Hunting
Energy 3,045 1.2 3.4
35 Stelrad
Industrials 2,986 1.2 5.4
36 Zotefoams
Basic Materials 2,840 1.1 2.5
37 OSB Group
Financials 2,811 1.1 4.7
38 Norcros
Industrials 2,801 1.1 4.0
39 Admiral
Financials 2,656 1.1 5.7
40 Vanquis Banking
Financials 2,600 1.0 –
Top 40 investments 172,318 68.3
Balance held in 57 equity investments 74,161 29.4
Total investment portfolio 246,479 97.7
Other net current assets 5,738 2.3
Net assets 252,217 100.0
A copy of the full portfolio of investments as at 31 May 2025 is available on the Company’s website, www.diverseincometrust.com.
* Based on historical yields and therefore not representative of future yields. Includes special dividends where applicable.
** AIM/AQUIS listed.
The tables above set out how the portfolio’s
capital was deployed as at 31 May
2025. The data is shown in terms of the
classifications on which the holdings are
listed. The portfolio as at 31 May 2025 is
set out in detail on page 16 in line with that
included in the Balance Sheet on page 52.
The investment income above comprises
the income from the portfolio as included in
the Income Statement for the year ending
31 May 2025 attributable to the various
sectors. The returns of the Company are
from Capital and Revenue.
Investments for the Company’s portfolio
are principally selected on their individual
merits. As the portfolio evolves, the
Manager continuously reviews the
portfolio’s overall sector and index balance
to ensure that it remains in line with the
underlying conviction of the Manager.
The Investment Policy is set out on page
68, and details regarding risk factors and
diversification and other policies are set out
each year in the Annual Report.
The investments are held on regulated
exchanges, primarily the LSE Main Market
and AIM. This provides the ability of smaller
listed companies to raise funds. This
also provides liquidity in acquisition and
disposal of shares by the Company. The
Manager actively reviews the liquidity of the
investments in the portfolio. The Company
maintains an adequate cash position to
enable it to take advantage of investments
at opportune times.
Strategic Report Financial StatementsGovernance Other Information
17 The Diverse Income Trust plc Annual Report 2025
Other Information
Portfolio as at 31 May 2025
Portfolio exposure by sector (%)
Income by sector (%)
£246.5m
£12.0m
41.2
44.2
11.7
11.4
10.4
11.3
9.1
7.5
8.6
5.1
4.9
5.0
4.2
4.9
3.4
3.8
3.0
3.7
2.7
1.6
0.8
1.5
Key Portfolio
Exposure
%
Actual
Income
%
Industrials 11.7 11.3
Financials 41.2 44.2
Basic Materials 10.4 7.5
Telecommuni-
cations
3.0 4.9
Technology 4.9 1.6
Utilities 3.4 5.1
Energy 8.6 11.4
Consumer
Discretionary
9.1 5.0
Real Estate 2.7 3.8
Consumer
Staples
4.2 3.7
Health Care
0.8 1.5
Business Model
18 The Diverse Income Trust plc Annual Report 2025
C
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S
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a
t
e
g
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Income today
growth tomorrow
D
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-
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Strategic Report Financial StatementsGovernance Other Information
19 The Diverse Income Trust plc Annual Report 2025
Diverse Income Trust
Diverse was launched on 28 April 2011. It is registered in England
as a public limited company and is an investment company in
accordance with the provisions of Sections 832 and 833 of the
Companies Act 2006.
The principal activity of the Company is to carry on business as
an investment Trust. The Company intends at all times to conduct
its affairs so as to enable it to qualify as an investment trust for the
purposes of Sections 1158/1159 of the Corporation Tax Act 2010
(“Sll58/ll59”). The Directors do not envisage any change in this
activity in the foreseeable future.
The Company has been granted approval from HM Revenue &
Customs (“HMRC”) as an investment Trust under Sll58/ll59 and will
continue to be treated as an investment trust company, subject to
there being no serious breaches of the conditions for approval.
The principal conditions that must be met for continuing approval
by HMRC as an investment trust are that the Company’s business
should consist of “investing in shares, land or other assets with
the aim of spreading investment risk and giving members of
the company the benefit of the results” and the Company may
only retain 15% of its investment income without distributing it
as dividend payments. The Company must also not be a close
company. The Directors are of the opinion that the Company has
conducted its affairs for the year ended 31 May 2025 so as to be
able to continue to qualify as an investment Trust.
The Company’s status as an investment trust allows it to obtain an
exemption from paying taxes on the profits made from the sale of
its investments and all other net capital gains.
The Company has a wholly-owned subsidiary, DIT Income Services
Limited. The purpose of the subsidiary is to invest in shorter-term
holdings, where the gains after corporation tax can be passed up
to the parent company by way of dividends, thus improving the
position of the Company’s revenue account.
Investment Policy
The Company’s full investment policy is set out on page 68 and
contains information on the policies which the Company follows
relating to asset allocation, risk diversification and gearing, and
includes maximum exposures, where relevant.
The Company invests primarily in UK-quoted or traded companies
with a wide range of market capitalisations but a strong long-term
bias toward small and mid-cap equities with a view to achieving the
Company’s investment objective. Currently, the Company’s entire
portfolio is predominantly invested in publicly listed stocks, cash
and an Option.
The Manager adopts a stock-specific approach in managing
the Company’s portfolio and therefore sector weightings will
be of secondary consideration. As a result of this approach, the
Company’s portfolio will not track any benchmark index.
Core Strategy
Premier Miton’s strategy for
the Trust is built on four
distinctprinciples:
Multi-Cap Investment
Investment across all market capitalisations – from large FTSE
100 companies to small and micro-caps – with a structural
preference for under-researched smaller companies.
Focus on Dividends
Target companies with good and growing dividends, believing
cash generation is a powerful indicator of business strength,
especially in times of economic volatility.
Diversification to Manage Risk
Hold up to 100 positions across a range of sectors and sizes to
mitigate company-specific and sector-specific risk, protecting
investors’ income and capital base.
Capitalising on Economic Cycles
Invest when valuations are low and sentiment is weak,
particularly in small caps, to position the portfolio for
outperformance as market perceptions recover.
Dual-purpose Business Model
Premier Miton’s Diverse Income
Trust plc operates with a clear,
dual-purpose business model:
1
Income Generation
Deliver consistent and growing dividends through diversified
investments, mainly in UK-listed companies.
2
Capital Growth
Achieve long-term capital appreciation by investing across
company sizes, with a bias towards small and mid-caps, to
benefit from recovery and under-researched opportunities.
Principal Risks
20 The Diverse Income Trust plc Annual Report 2025
The Company is exposed to a variety of risks and
uncertainties that could cause its asset price or the
income from the investment portfolio to reduce,
possibly by a sizeable percentage in the most
adverse circumstances.
Further information on the Company’s internal control and risk management framework
is available in the Corporate Governance Statement on page 37. In its review of the
principal uncertainties, the Board has remained mindful of various macroeconomic and
geopolitical factors, including ongoing political and economic uncertainty in the United
Kingdom, global inflationary pressures, the war in Ukraine, and growing international trade
tensions – particularly, the imposition of tariffs by the United States on certain goods and
sectors, which could indirectly impact portfolio companies with global supply chains or
export exposure.
The principal financial risks and the Company’s policies for managing these risks, and the
policy and practice with regard to financial instruments are summarised in note 18 to the
financial statements.
The Company’s Approach to Risk Management
Change in inherent risk assessment over the last financial year:
Risk Mitigation
1
Investment and strategy
Principal Risk
There can be no guarantee that the investment objective of the
Company will be achieved.
The Company does not follow any benchmark. Accordingly, the
portfolio of investments held by the Company will not mirror
the stocks and weightings that constitute any particular index
or indices, which may lead to the Company’s shares failing to
follow either the direction or extent of any moves in the financial
markets generally (which may or may not be to the advantage
of shareholders).
The Manager has in place a dedicated investment management
process which is designed to maximise the chances of the
investment objective being achieved. The Board reviews
regular investment and financial reports from the Manager to
monitor this.
The Board constructively challenges the Manager on the
structure of the portfolio, including asset allocation and
portfolio concentration.
2
Size of company
Principal Risk
The Company has in place an annual redemption facility,
whereby shareholders can voluntarily tender their shares.
However, a significant take-up of this option by shareholders
could decrease the size of the Company, in a similar manner to
share buy-backs.
A decrease in the number of shares in issue or market
capitalisation may result in the Company becoming too small to
be attractive to a wide audience of investors, potentially leading
to lower stock market liquidity and a wider share price discount.
The Board has discretion under the Articles of Association
in respect of the operation of the Redemption Facility. This
includes the discretion to elect not to operate the facility on
any given redemption point or to decline in whole or in part any
redemption requests, although to date all redemption requests
have been accepted by the Company.
The Manager and, on occasion, the Directors, maintain frequent
dialogue with shareholders through scheduled meetings. The
Board receive regular updates from the Manager and Broker
on market conditions, the Company’s performance and general
shareholder sentiment.
3
A lesser portfolio weighting within the mainstream indices
The Company invests primarily in quoted UK companies across
a wide range of market capitalisations, and a broad range of
industry sectors. Most AIM-listed stocks in the Trust’s portfolio
for example, can be expected to operate over a narrower range
of products, to have a more restricted depth of management,
no weighting in the mainstream indices and the markets in their
shares are routinely less liquid. The industry sector weightings
of the Trust’s portfolio can also differ substantially from those of
the mainstream indices. When a large percentage of the Trust’s
portfolio is invested outside the stocks and industry sectors
of the mainstream indices, then its return profile can differ
significantly, sometimes for several years sequentially.
It is intentional that the Trust’s returns profile differs from the
mainstream indices, as over the longer term it has greater
potential to outperform markedly. The additional stock specific
risks and greater variance within industry sector weightings can
be moderated by diversifying the number of portfolio holdings.
Thus the Trust’s holds a wider spread of individual investments
than most others in the Peer Group, achieved through limiting
the size of new holdings to typically no more than 1.5% of the
portfolio at the time of purchase. Alongside, even though the
portfolio may have exposure to certain industry sectors that are
less represented within the mainstream indices, this risk will be
spread across numerous different holdings.
Key:
Increase
Decrease
Unchanged
Principal Risk
Strategic Report Financial StatementsGovernance Other Information
21 The Diverse Income Trust plc Annual Report 2025
Risk Mitigation
4
Dividend cover
Principal Risk
The Company’s investment objective includes the aim of
providing shareholders with an attractive and growing dividend.
There is no guarantee that any dividends will be paid in respect
of any financial year or period. The ability to pay dividends
is dependent on a number of factors, including the level of
dividends earned from the portfolio and the net revenue profits
available for that purpose.
The redemption of shares pursuant to the redemption facility
may also reduce distributable reserves to the extent that the
Company is unable to pay dividends.
The Company maintains accounting records and produces
forecasts, with the objective of ensuring that the Company
will have sufficient distributable reserves to meet its
dividend objective.
Portfolio dividend income is carefully monitored and there
remain sufficient revenue reserves to provide resilience for the
Trust in maintaining its dividend policy.
5
Share price volatility
Principal Risk
The market price of the Company’s shares, like shares in all
investment companies, may fluctuate independently of the NAV
and thus may not reflect the underlying NAV of the shares. The
shares could trade at a discount or premium to NAV at different
times, depending on factors such as supply and demand for the
shares, market conditions and general investor sentiment.
The portfolio of investments is subject to market movements
influenced by external economic factors such as inflation,
supply chain pressures and political instability.
The Company has in place an annual redemption facility
whereby shareholders can voluntarily tender their shares.
The Board monitors the relationship between the share price
and the NAV. The Company has taken powers to re-purchase
shares should there be a sustained imbalance in the supply and
demand leading to a discount. The Company has powers to
issue shares (only at a premium to NAV) should there be good
investment opportunities and the size of the Company has not
become too large to continue to meet its objectives.
6
Key fund management team risk
Principal Risk
The Company depends on the diligence, skill, judgement and
business contacts of the Manager’s investment professionals
and its future success could depend on the continued service of
these individuals.
The Company is managed by a team of two at Premier Miton,
Gervais Williams and Martin Turner, and this moderates the
key man risk were one or the other to leave Premier Miton’s
employment. Furthermore, the Company may terminate the
Management Agreement should Gervais Williams cease to
be an employee of the Manager’s group and is not replaced
by a person whom the Company considers to be of equal or
satisfactory standing within three months of his departure.
7
Engagement of third party service providers
Principal Risk
The Company has no employees, and all Directors serve in a
non-executive capacity. While the Company has implemented
robust procedures, systems and controls to ensure compliance
with its obligations, it remains dependent on third party service
providers for its executive function.
The Company operates through a series of contractual
relationships with its service providers. Where applicable,
service level agreements set out the terms on which a service
is to be provided to the Company. The Board actively reviews
performance of all the service providers both in the Board
meetings and in the Management Engagement Committee
meetings, where contractual terms and service quality are
assessed. The Board also receives assurance and internal
controls reports from key service providers. These contracts
include provisions to protect the Company in the event of
service failure.
8
Major market event, climate change or geo-political risk
The Company is exposed to stock market volatility as a result
of a major market shock due to a national or global crisis,
geo-political developments or the effects of climate change.
The impact of such risks, associated with the portfolio or the
Company itself, could result in disruption to the operations of
the Company, and losses.
The Board is cognisant of its reliance on the operations of the
third-party suppliers, including the Manager, to mitigate risks
arising from market events, climate change and geo-political
developments, such as a global pandemic, political uncertainty
in the United Kingdom and Europe, Russia’s invasion of Ukraine,
the ongoing conflict in the Middle East and impact of tariffs from
the United States.
The Manager carefully researches individual holdings, holds
a highly diversified portfolio and has maintained a cautious
stance towards the use of gearing. The climate risk exposure is
monitored by the Manager. More information is available in the
TCFD product report which was published in June 2025.
Emerging Risk
Share Capital
Current Share Capital
As at the year end, there were 236,393,165
ordinary shares and 50,000 management
shares (see note 9 to the financial
statements) in issue, representing
99.98% and 0.02% of the total share
capital respectively.
Share Redemptions
On 9 July 2024, following the 31 May 2024
redemption point, 82,147,477 ordinary
shares were redeemed at a price of
94.86 pence per share and cancelled by
the Company.
Valid redemption requests were received
under the Company’s redemption facility
for the 29 August 2025 Redemption
Point in relation to 72,822,392 ordinary
shares, representing 30.8% of the issued
share capital.
Purchase of Own Shares
At the AGM held on 15 October 2024, the
Directors were granted the authority to buy
back up to 35,435,335 ordinary shares. No
ordinary shares have been bought back
under this authority during the year, nor in
prior years. The authority will expire at the
next AGM when a resolution for its renewal
will be proposed (see page 32 for further
information). Any shares bought back under
this authority will not be sold from treasury
at a price lower than the prevailing NAV at
that time.
Treasury Shares
Shares bought back by the Company may
be held in treasury, from where they could
be re-issued at a premium to NAV quickly
and cost effectively. This provides the
Company with additional flexibility in the
management of its capital base. No shares
were purchased for, or held in, treasury
during the year or since the year end.
Share Issues
At the AGM held on 15 October 2024,
the Directors were granted authority to
allot ordinary shares up to an aggregate
nominal amount of £23,639, representing
approximately 10% of the issued ordinary
share capital). This authority is due to expire
at the Company’s AGM on 8 October 2025.
The Company has a block listing of ordinary
shares to be listed to the premium segment
of the Official List of the FCA and admitted
to trading on the premium segment of the
LSE’s main market.
As at the year end, and as at the date of this
Report, 31,929,000 shares remain under the
block listing.
Proposals for renewal of the Directors’
authority to issue shares are set out on
page 32.
There are no restrictions concerning the
transfer of securities in the Company or
on voting rights; no special rights with
regard to control attached to securit ies; no
agreements between holders of securities
regarding their transfer known to the
Company; and no agreements which the
Company is party to that might affect its
control following a successful takeover bid.
22
The Diverse Income Trust plc Annual Report 2025
Strategic Report Financial StatementsGovernance Other Information
23 The Diverse Income Trust plc Annual Report 2025
Stakeholder Engagement
Background
Directors have a duty to make decisions
that promote the success of a company
for the benefit of shareholders as a
whole. This responsibility is formally
enshrined in section 172 of the Companies
Act 2006, which stipulates that board
decisions must be made with the long-term
consequences of those decisions in mind,
including consideration of the interests
of a company’s employees, suppliers,
customers and other stakeholders,
the impact on the community and the
environment, and the desirability of
maintaining a reputation for high standards
of business conduct.
During the year, the Board has made
a number of decisions based on these
considerations, such as a formal review
of its service providers. The Board also
considers stakeholders’ interests when
discussing performance and investment
decisions with the Manager.
Stakeholders
As an investment Trust, the Company does
not have any employees or customers.
Although the Company does have a
number of contracts with service providers
including with the Manager, the Company
Secretary, the Stockbroker, and the
Depositary, it has very few suppliers with
the principal exception of a number of
banks in relation to the Company’s bank
accounts. In meeting its responsibilities
under the Companies Act 2006, the
Board makes decisions to promote the
success of the Company for the benefit
of its shareholders as a whole, in the
knowledge that the efficient allocation of
capital delivers results for all stakeholders.
Successful companies not only generate
a return for their investors, but also often
create employment, contribute to improved
domestic growth and generate additional
tax revenues for the government. The Board
recognises that effective capital allocation
should take account of the Company’s
responsibilities to the environment in the
context of the emerging climate change
agenda as well as to the wider community.
As such, the Company always strives
to meet regulators’ requirements. The
following section discusses how the actions
taken by and on behalf of the Company
work towards ensuring that the interests
of all stakeholders are appropriately
considered and how those with concerns
can most effectively bring them to the
attention of the Board. In line with the
FRC Guidance in relation to section 172(1)
statements, this statement focuses on
stakeholders that are considered key to the
Company’s business and therefore does not
cover every stakeholder in the Company.
Shareholders
The Board is committed to maintaining
open channels of communication and to
engaging with shareholders in a manner
which they find most meaningful, in
order to ensure that decisions are taken
with the views of shareholders in mind.
These include:
Annual General Meeting -The Company
welcomes and encourages attendance and
participation from shareholders at the AGM
and looks forward to hosting shareholders
again at the 2024 AGM. Shareholders have
the opportunity to meet the Directors and
the Manager (Premier Portfolio Managers
Limited) and to address questions to them
directly. There is typically a presentation
on the Company’s performance and on the
future outlook;
Shareholder meetings- Unlike trading
companies, shareholders in investment
companies often meet with the investment
manager rather than with members of
the board. Shareholders are able to meet
the Manager throughout the period and
the Manager provides information on the
Company and its performance on the
Company’s website and via various social
medial channels. Feedback from numerous
meetings between the Manager and
shareholders is shared with the Board. The
Chair, the Chair of the Audit Committee or
other members of the Board are available to
meet with shareholders to understand their
views on governance and the Company’s
performance where they wish to do so.
With assistance from the Manager, the
Chair seeks meetings with shareholders
who might wish to meet with him.
Publications- The Annual Report and
Half-Year results are made available on the
Company’s website and are circulated to
those shareholders requesting hard copies.
These reports are designed to provide
shareholders with a clear understanding
of the Company’s portfolio and financial
position. This information is supplemented
by a monthly factsheet which is available
on the website. Feedback and/or questions
the Company receives from shareholders
help its reporting to evolve, the aim being to
render the reports and updates transparent
and understandable;
Shareholder concerns- In the event that
shareholders wish to raise issues or
concerns with the Directors, they are
welcome to do so at any time by writing to
the Chair at the registered office.
The Senior Independent Director and
other members of the Board are also
available to shareholders if they have
concerns that have not been addressed
through the normal channels; and Investor
relations updates -At every Board meeting,
the Directors receive updates from the
Company’s Stockbrokers, Panmure Liberum
Limited, and from the Company Secretary
on share trading activity, share price
performance, the Company’s share register
and investor relations.
Manager
Maintaining a close and constructive
working relationship with the Manager is
crucial to the Board.
The Manager’s performa nee is criticaI
for the Company to achieve positive and
consistent long-term returns in line with its
investment objectives. The Board meets
the Manager on a regular basis, both during
and outside formal Board meetings, and
receives and discusses reports and updates
with the Manager when appropriate. Further
details on the relationship with the Manager
can be found on page 36.
Suppliers
The Company relies on a diverse range
of reputable advisors for support in meeting
its obligations.
The Board maintains regular contact with
its key external providers, namely the
Administrator, the Company Secretary,
the Registrar, the Custodian and the
Stockbroker, and receives regular
reporting from them. Their advice, as well
as their needs and views, are regularly
taken into account. The Management
Engagement Committee formally assesses
the performance of third party suppliers,
their fees and continuing appointment
on an annual basis, to ensure both that
these key service providers continue to
function at an acceptable level and that
they are appropriately remunerated to
deliver the expected level of service. During
the year under review, the Management
Engagement Committee carried out a
formal review and recommended a number
of changes including a revised agreement
with the Company’s Registrar and new fund
administration arrangements to take effect
in 2025. The Audit Committee reviews
and evaluates the financial reporting
control environments in place at key
service providers.
24
The Diverse Income Trust plc Annual Report 2025
Regulators
The Company can only operate with the
approval of its regulators, who have a
legitimate interest in how the Company
operates in the market and treats its
investors and shareholders. The Company
regularly considers the control environment
in place to ensure that it meets its various
regulatory and statutory obligations.
Environment and
Community
Given the outsourced nature of the
Company’s operations, the Company has
very little direct impact on the community
or the environment. However, the Manager
recognises that it can influence an investee
company’s approach to Environmental,
Social and Governance (“ESG”) matters
and discusses ESG matters with investee
companies on a regular basis. Further
information about the Company’s approach
to environmental, human rights, social and
community issues is set out on page 26.
These mechanisms for engaging with
stakeholders are kept under review by the
Directors and are discussed on a regular
basis at Board meetings to ensure that
they remain effective. Should shareholders
and other stakeholders of the Company
wish to contact the Chair, they can do so
by contacting the registered office of the
Company or by sending an email for the
attention of the Chair at
diverse_cosec@linkgroup.co.uk.
Strategic Report Financial StatementsGovernance Other Information
25 The Diverse Income Trust plc Annual Report 2025
ESG/Responsible Business
Management
Arrangements
The Company appointed Premier Portfolio
Managers Limited as its Alternative
Investment Fund Manager (“AIFM”) and
its Manager, following the novation of the
Appointment of Manager agreement on
24 April 2020. PPM has been approved as
an AIFM by the UK’s FCA.
With effect from 1 June 2024, the Manager
receives a management fee of 0.8% per
annum on the average market capitalisation
of the Company up to £450m and 0.7% per
annum on the average market capitalisation
above £450m.
In addition to the basic management fee,
and for so long as a Redemption Pool
(see page 68 for details) is in existence,
the Manager is entitled to receive from
the Company a fee calculated at the
rate of one-twelfth of 1.0% per calendar
month of the NAV of the Redemption Pool
on the last business day of the relevant
calendar month.
In accordance with the Directors’ policy
on the allocation of expenses between
income and capit al, in each financial year,
75% of the management fee payable is
charged to capital and the remaining 25%
to revenue. The Management Agreement
is terminable by either the Manager or the
Company giving to the other not less than
12 months’ written notice. The Management
Agreement may be terminated earlier by
the Company with immediate effect on the
occurrence of certain events, including the
liquidation of the Manager or appointment
of a receiver or administrative receiver
over the whole or any substantial part of
the assets or undertaking of the Manager
or a material breach by the Manager of
the Management Agreement which is not
remedied. The Company may also terminate
the Management Agreement should Gervais
Williams cease to be an employee of the
Manager’s group and is not replaced by a
person whom the Company considers to
be of equal or satisfactory standing within
three months of his departure.
The Company has given certain
market standard indemnities in favour
of the Manager in respect of the
Manager’s potential losses in carrying
on its responsibilities under the
Management Agreement.
The Board appointed Northern Trust
Investor Services Limited as its Depositary
and Custodian on 7 February 2025. The
Board appointed Northern Trust Investor
Services Limited as its Depositary and
Custodian on 7 February 2025. The
annual fee for Depositary services is 0.8
basis points per annum based on the
total value of the funds (fee NAV based),
with no minimum fee. This Agreement
may be terminated at any time upon
six months’ written notice from the
Company to the Depositary or from the
Depositary to the Company. The Company
and the Depositary may terminate the
Depository Agreement within six months’
written notice.
Fund administrative servies are provided by
Northern Trust Investor Services Limited,
under an agreement dated 21 January
2025. This agreement may be terminated
by six months’ written notice subject
to provisions for earlier terminations as
provided therein.
Company secretarial services are provided
by MUFG Corporate Governance Limited,
under an agreement dated 28 February
2025. This agreement may be terminated
with six months’ written notice subject
to provisions for earlier termination as
provided therein.
Continuing Appointment
of the Manager
The Board keeps the performance of the
Manager under continual review, and the
Management Engagement Committee
conducts an annual appraisal of the
Manager’s performance, and makes a
recommendation to the Board about the
continuing appointment of the Manager.
It is the opinion of the Directors that the
continuing appointment of the Manager is
in the interests of shareholders as a whole.
The reason for this view is that the Manager
has executed the investment strategy
according to the Board’s expectations.
The Directors also believe that by paying
the management fee calculated on a
market capitalisation basis, rather than a
percentage of assets basis, the interests of
the Manager are more closely aligned with
those of shareholders.
Environmental, Human
Rights, Employee, Social
and Community Issues
Since the Company does not have any
employees, the day-to-day management
of these areas is delegated to the Manager.
As an investment Trust, the Company
has no direct impact on the community
or the environment, and as such has no
environmental, human rights, social or
community policies.
ESG factors are central to the investment
process as misjudgements on these matters
can incur major additional costs to the
portfolio holdings, as well as undermining
their equity return through reputational
damage. In company meetings, the
Manager routinely questions the corporate
management on a variety of topics, such
as safety records and the make-up of their
board papers, to ensure companies are
adhering to best practice. These questions
can be quite wide ranging. For example,
the Manager has raised issues ranging
from the use of antibiotics in livestock,
to how individual companies monitor the
working conditions in the overseas plants of
their suppliers.
Diversity
The Board of Directors of the Company
comprises two female and three
male Directors.
Male
60%
Female
40%
Our Board
26 The Diverse Income Trust plc Annual Report 2025
The Company’s Diversity Policy
acknowledges the benefits of greater
diversity, including gender diversity, and
the Board remains committed to ensuring
that the Company’s Directors bring a wide
range of skills, knowledge, experience,
backgrounds and perspectives. Details of
the Company’s Diversity Policy and the
Company’s reporting against the UK Listing
Rule requirements are set out on pages 35
and 36.
In the year under review, the Board agreed
to change certain Committee Chair and
the Senior Independent Director roles
and consequently Caroline Kemsley-Pein
was appointed as the Senior Independent
Director, taking on the role from Calum
Thomson. Calum remains in his role as
Chair of the Audit Committee. Michelle
McGrade was appointed as Chair of the
Management Engagement Committee and
the Nomination Committee, taking on the
roles from Caroline Kemsley-Pein.
The Strategic Report has been approved by
the Board of Directors.
On behalf of the Board
Andrew Bell
Chair
12 August 2025
Strategic Report Financial StatementsGovernance Other Information
27 The Diverse Income Trust plc Annual Report 2025
Board of Directors – All Non-Executive
Andrew Bell
Appointment date
1 January 2019 - Director
14 October 2020 - Chair
Experience
Andrew Bell has a depth of experience
both as a non-executive director of
investment Trusts and in the role of
Chair. He was formerly a director and
the CEO of Witan Investment Trust plc,
and his experience included positions
at Barclays de Zoete Wedd, Credit
Suisse First Boston, and Carr Sheppards
Crosthwaite where he spent 10 years as
head of research and strategy. Andrew
was previously a non-executive director
of Henderson High Income Trust plc and
Framlington Innovative Growth Trust plc,
where he also chaired the audit committee
for a period, and Gabelli Value Plus+
Trust plc, where he was Chair from its
launch in 2015 to 2018. Andrew was also a
director of The Association of Investment
Companies from 2005 to 2015 and held
the position of Chair for the last two
years of his appointment. Appointed as a
Director on 1 January 2019 and as Board
Chair on 14 October 2020.
Committees
A
N M
Charles Crole
Appointment date
1 February 2022
Experience
Charles Crole has over 40 years of
executive experience in the asset
management sector across a range of
fund management responsibilities. He
is currently Head of UK Institutional
at Guinness Global Investors Ltd. He
previously served as the Chair of The
Investment Committee of MacRobert Trust
and as a non-executive director of Jupiter
Green Investment Trust Plc. Charles’
experience in the asset management
sector includes 19 years at Schroder
Investment Management Ltd and 12
years at Jupiter Fund Management. In
addition, he has held a number of non-
executive and Trustee roles and is an
Associate at the Society for Investment
Professionals. Appointed as a Director on
1 February 2022.
Committees
A
N M
Caroline Kemsley-Pein
Appointment date
1 January 2019
Experience
Caroline Kemsley-Pein is a qualified
solicitor and has been advising
corporate clients for over 30 years. She
is a designated member of Kemsley &
Company Solicitors LLP, a specialist
corporate and commercial solicitors’
practice. Caroline has extensive
experience of mergers, acquisitions and
disposals of companies and businesses
within the UK market, shareholder and
joint venture arrangements, corporate
restructuring and complex contractual
arrangements. Appointed as a Director on
1 January 2019 and as Senior Independent
Director on 20 May 2024.
Committees
A
N M
Chair Board members
28 The Diverse Income Trust plc Annual Report 2025
Michelle McGrade
Appointment date
10 October 2019
Experience
Michelle McGrade has a depth of
experience across the investment
management industry, including asset
management and private wealth. Michelle
is currently a non-executive director
of M&G Securities Ltd (a subsidiary of
M&G established to ensure independent
oversight of their UK regulated funds).
Michelle was previously advisor to the
Investment Committee at Wealthify, an
online investment platform and to the
Sainsbury’s Pension Scheme’s Investment
Committee. She was Chief Investment
Officer of Virgin Money and Chief
Investment Officer of TD Direct Investing,
where she was an executive committee
member and Chair of the Investment
Committee. Appointed as a Director on
10 October 2019.
Committees
A
N
M
Calum Thomson
Appointment date
20 December 2016
Experience
Calum Thomson is a qualified chartered
accountant with over 30 years’ experience
in the financial services industry. For 21
years, He was an audit partner at Deloitte
LLP, specialising in the asset management
sector, with clients including a wide range
of managers, investment Trusts, banks,
sovereign wealth funds, large charities
and private equity funds. During his
career, Calum has led Deloitte LLP’s global
and UK asset management groups. He is
a non-executive director and chair of the
audit committee of AVI Global Trust plc,
TPT Retirement Solutions Ltd and Patria
Private Equity Trust plc. Appointed as a
Director on 20 December 2016.
Committees
A
N M
Key
A
Audit Committee
N
Nomination Committee
M
Management Engagement Committee
Chair
Our Board Tenure
Years in tenure
Number of
Board members
Average tenure
(6 years
5 months)
1
2
1
1
8
7
6
5
4
3
2
1
0
Strategic Report Financial StatementsGovernance Other Information
29 The Diverse Income Trust plc Annual Report 2025
Report of Directors
The Directors present their report and the
financial statements for the year ended
31 May 2025.
In accordance with the Companies
Act 2006 (as amended), the UK Listing
Rules and the Disclosure Guidance and
Transparency Rules, the Corporate
Governance Statement, Directors’
Remuneration Report, Report from the
Audit Committee and the Statement of
Directors’ Responsibilities should be
read in conjunction with one another and
the Strategic Report. As permitted by
legislation, some of the matters normally
included in the Directors’ Report have
instead been included in the Strategic
Report, as the Board considers them to
be of strategic importance. Therefore, a
review of the business of the Company,
recent events, outlook and likely future
developments can be found on pages
2 to 27 and information regarding
environmental, social and governance
issues can be found on page 26.
Directors
The Directors in office at the date of this
report are shown on pages 28 and 29.
In accordance with the policy adopted by
the Board, all Directors will stand for re-
election at the forthcoming AGM.
None of the Directors or any persons
connected with them had a material interest
in the transactions and arrangements of,
or the agreement with, the Manager during
the year.
Interests in Voting Rights
Information provided to the Company
pursuant to the Financial Conduct
Authority’s DTRs is published on a
Regulatory Information Service and on the
Company’s website.
As at 31 May 2025, the following information
has been received, in accordance with DTR
5, from holders of notifiable interests in
the Company’s issued share capital. The
information provided below was correct at
the date of notification; however, the date
it was received may not have been within
the current financial year. It should be
noted that these holdings are likely to have
changed since the Company was notified.
However, notification of any change is not
required until the next notifiable threshold
is crossed.
Following the year end and as at the date of this Report, the following information has been
received, in accordance with DTR 5, from holders of notifiable interests in the Company’s
issued share capital.
* The percentage of voting rights was calculated at the time that the relevant disclosures made in
accordance with Rule 5 of the DT
Results and Dividends
A summary of the Company’s performance
during the year and the outlook for the
forthcoming year is set out in the Strategic
Report on pages 2 to 27.
A final dividend of 1.35p is recommended.
The dividends paid or payable in respect of
the year ended 31 May 2025 are set out in
note 8 on page 60.
Financial Risk Management
The principal financial risks and the
Company’s policies for managing
these risks are set out in note 18 to the
financial statements.
Corporate Governance
The Corporate Governance Statement on
pages 34 to 37 forms part of the Report of
the Directors.
Going concern
The Directors consider that it is appropriate
to adopt the going concern basis in
preparing the financial statements. After
making enquiries, and bearing in mind the
nature of the business and assets of the
Company and its subsidiary, DIT Income
Services Limited, the Directors consider
that the Group has adequate resources
to continue in operational existence for
the foreseeable future. In arriving at this
conclusion, the Directors have considered
the liquidity of the portfolio and the Group’s
ability to meet obligations as they fall due
for a period of at least 12 months from
the date that these financial statements
were approved.
In making the assessment, the Directors
have considered the likely potential impacts
of political and economic uncertainty in the
UK, global inflationary pressures and global
conflicts on the Company’s operations
and portfolio.
Cash flow projections have been reviewed
and show that the Group has sufficient
funds to meet both its contracted
expenditure and its discretionary cash
outflows in the form of the dividend policy.
30
The Diverse Income Trust plc Annual Report 2025
Number of
ordinary shares
% of voting
rights*
Nature of
holding as per
disclosure
Evelyn Partners Limited 23,578,586 10.0 Indirect interest
Investec Wealth &
Investment Limited 28,871,227 12.2 Direct interest
Quilter Investors 22,678,573 9.6 Indirect interest
Brewin Dolphin Plc 19,225,322 8.1 Indirect interest
Almitas Capital LLC
15,585,873 6.6
Direct interest
(1.0%),
CFD (5.6%)
Weiss Asset
Management LP 12,897,943 5.4 CFD
RBC Europe Limited 236,393,165 5.0 Direct interest
Rathbones Investment
Management Limited 11,813,052 5.0 Indirect interest
Merseyside Pension Fund 10,702,500 4.5 Direct interest
Number of
ordinary shares
% of voting
rights*
Nature of
holding as per
disclosure
Weiss Asset
Management LP 23,910,786 10.1 CFD
Merrill Lynch International
18,992,034 8.0
Indirect interest
(6.4%),
Swaps (1.6%)
Viability Statement
The Directors have assessed the viability
of the Company over a three-year period,
taking account of the Company’s position
and the risks as set out in the Strategic
Report. The period assessed balances the
long-term aims of the Company, the Board’s
view that the success of the Company is
best assessed over a longer time period
and the inherent uncertainty of looking out
for too long a period.
The Board consider it appropriate to
continue to review the viability of the
Company over a three year time period
which balances the long term nature of
investing against the short term liquidity of
the investments.
As part of its assessment of the viability of
the Company, the Board has considered
the emerging and principal risks and
uncertainties and the impact on the
Company’s portfolio of a significant fall in
UK markets. The Directors do not expect
there to be any significant change in the
current principal risks and adequacy of the
mitigating controls in place over the period
of this assessment.
To provide this assessment, the Board
has considered the Company’s financial
position and its ability to liquidate its
portfolio to meet its expenses or other
liabilities as they fall due:
• The Company invests largely in
companies listed and traded on stock
exchanges. These are actively traded and
the portfolio is well diversified by both
number of holdings and industry sector.
• The expenses of the Company are
predictable and modest in comparison
with the assets in the portfolio. There
are no commitments that would change
that position.
• The Company has an annual redemption
facility whereby shareholders may
request that their shares are redeemed
at NAV. The Board has considered the
possibility that shareholders holding a
significant percentage of the Company’s
shares request redemption. Firstly, the
Board has flexibility over the method of
redemption so as to avoid disruption to
the overall operation of the Company in
this situation. Secondly, the Company’s
investments comprise readily realisable
securities which can be sold to meet
funding requirements if necessary.
The most significant of the Company’s
expenses vary in proportion to the size of
the Company.
In addition to considering the emerging
and principal risks on pages 20 and 21
and the financial position of the Company
as described above, the Board has also
considered the following factors:
• the continuing relevance of the
Company’s investment objective in the
current environment;
• the level of demand for the Company’s
shares and that since launch, the
Company has been able to issue
further shares;
• the gearing policy of the Company; and
• that regulation will not increase to such
an extent that the costs of running the
Company become uneconomical.
During the year, the Board periodically
reviews key stress tests, which are
provided by the Manager and are based
on correlations from defined historical
periods to review key sensitivities to pre-
determined shocks. The Manager’s Funds
Risk Committee and Investment Oversight
Committee review similar sensitivities or
stress tests on a quarterly and monthly
basis respectively. Both committees have
been satisfied when they last convened that
there were no undue risks or sensitivities of
concern for the Trust.
Accordingly, the Directors have formed the
reasonable expectation that the Company
will be able to continue in operation and
meet its liabilities as they fall due over the
next three years.
Company Culture
The Company’s defined purpose is to
deliver our investment objective: to pay
shareholders a good and growing dividend
income. The Directors believe that this
will be facilitated by establishing and
maintaining a healthy corporate culture
among the Board and in its interaction
with the Manager, shareholders and other
stakeholders.
The Board strives for its culture to be in
line with the Company’s purpose, values
and strategy. Whilst ensuring that it does
not conflict with the investment objective,
the Board aims to structure the Company’s
operations in such a manner that it takes
all its stakeholders and the impact of the
Company’s operations on the environment
and community into account.
In addition, the Board promotes and
monitors the effective management
or mitigation of the risks faced by
the Company.
As the Company has no employees
and acts through its Board and service
providers, its culture is represented by
the values and behaviour of those parties.
Accordingly, the Board assesses and takes
account of the organisational effectiveness
of its service providers (including “soft”
factors such as openness and teamwork)
as well as their regulatory compliance. The
Board is responsible for ensuring that the
Company’s culture is embedded in its day to
day operations and it has adopted a number
of policies and practices to facilitate this. In
recognition of the Company’s corporate and
social responsibilities and to safeguard the
Company’s interests, the Board engages
with the Company’s service providers and
other stakeholders. As part of this ongoing
monitoring, the Board receives reports
from its service providers with respect to
their anti-bribery and corruption policies;
Modern Slavery Act 2015 statements; equal
opportunities and diversity policies; and
greenhouse gas and energy use reporting.
Strategic Report Financial StatementsGovernance Other Information
31 The Diverse Income Trust plc Annual Report 2025
Report of Directors continued
Greenhouse Gas
Emissions, Task Force
on Climate-related
Financial Disclosures
(TCFD) Reporting and
Sustainability Disclosure
Requirements (SDR)
The Company has no greenhouse gas
emissions to report from its operations
(2024: none), nor does it have responsibility
for any other emissions producing
sources under the Companies Act 2006
(Strategic Report and Directors’ Report)
Regulations 2013, including those within
its underlying investment portfolio. Where
a large company does not consume more
than 40,000 kWh of energy in a reporting
period, it qualifies as a low energy user
and is exempt from reporting under these
regulations. This exemption applies to
the Company.
There is no requirement for disclosures
under The Companies (Directors’ Report)
and Limited Liability Partnerships (Energy
and Carbon Report) Regulations 2018,
implementing the UK government’s
policy on Streamlined Energy and
Carbon Reporting.
The Company notes the TCFD
recommendations on climate-related
financial disclosures. The Company is
an investment Trust with no employees,
internal operations or property and, as
such, it is exempt from the UK Listing Rules
requirement to report against the TCFD
framework. However, as a regulated entity,
PRM as investment Manager, produces
firm and product level TCFD reports,
including for this Trust, which are published
to its website and can be found at www.
diverseincomeTrust.com/documents/.
The Company does not have explicit
sustainability investment objectives or
policies and does not intend to seek to
apply a sustainability label under the RCA’s
UK SDR and investment labels regime.
Requirements of the UK
Listing Rules
Listing Rule 6.6.4 requires the Company
to include specified information in a single
identifiable section of the Annual Report or
a cross reference table indicating where the
information is set out. The Directors confirm
that there are no disclosures required in
relation to UK Listing Rule 6.6.1.
Audit Information
The Directors who held office at the date
of approval of the Report of the Directors
confirm that, so far as they are aware, there
is no relevant audit information of which
the Company’s Auditor is unaware; and
each Director has taken all the steps that
he/she ought to have taken as a Director
to make himself/herself aware of any
relevant audit information and to establish
that the Company’s Auditor is aware of
that information.
Auditor
BDO LLP has expressed its willingness
to continue in office as Auditor of
the Company and resolutions for its
reappointment and to authorise the Audit
Committee to agree its remuneration will be
proposed at the forthcoming AGM.
Annual General Meeting
The Notice of the AGM to be held on
8 October 2025 (the “Notice”) is set out on
pages 70 to 74.
Shareholders are being asked to vote on
various items of business, being:
• the receipt and adoption of the
Strategic Report, the Reports of the
Directors and Auditor and the audited
financial statements for the year ended
31 May 2025;
• the receipt and approval of the Directors’
Remuneration Report;
• the re-election of Directors;
• the re-appointment of BDO LLP as
Auditor and the authorisation of the Audit
Committee to determine the remuneration
of the Auditor;
• the approval of a final dividend;
• the granting of authorities in relation to the
allotment of shares;
• the disapplication of pre-emption rights
for certain issues of shares;
• the purchase by the Company of its
own shares;
• the holding of general meetings on not
less than 14 clear days’ notice; and
Resolutions 1 to 11 will be proposed as
ordinary resolutions and Resolutions 12 to
14 will be proposed as special resolutions.
Authority to Issue Shares
and Disapplication of Pre-
Emption Rights
An ordinary resolution to authorise the
Directors to allot ordinary shares up to an
aggregate nominal amount of £23,639,
equal to approximately 10% of the
Company’s issued ordinary share capital,
will be proposed as Resolution 11.
Resolution 12, a special resolution, is being
proposed to authorise the Directors to issue
ordinary shares for cash and to disapply the
pre-emption rights of existing shareholders
in relation to issues of ordinary shares
under Resolution 11 (being in respect of
up to 10% of the Company’s issued share
capital as at the date of the Notice). Shares
would only be issued at a price at or above
the prevailing NAV per share.
As at the date of the Notice, the Company
holds no shares in treasury.
These authorities, if approved by
shareholders, will expire at the AGM to be
held in 2025, when resolutions for their
renewal will be proposed. The Directors
will only issue new shares if they believe
it would be in the best interests of the
Company’s shareholders.
Purchase of Own Shares
Resolution 13, a special resolution, will
renew the Company’s authority to make
market purchases of up to 14.99% of the
Company’s ordinary shares, either for
cancellation or placing into treasury at the
determination of the Directors. Purchases
of ordinary shares will be made within
guidelines established from time to time
by the Board. Any purchase of ordinary
shares would be made only out of the
available cash resources of the Company.
The maximum price which may be paid for
an ordinary share must not be more than
the higher of (i) 5% above the average
of the mid-market values of the ordinary
shares for the five business days before
the purchase is made, or (ii) the higher of
the price of the last independent trade and
the highest current independent bid for the
ordinary shares. The minimum price which
may be paid is 0.1p per ordinary share.
The Directors would use this authority to
address any significant imbalance between
the supply and demand for the Company’s
ordinary shares and to manage the discount
to NAV at which the ordinary shares trade.
Ordinary shares will be repurchased only
at prices below the NAV per ordinary
share, which should have the effect of
increasing the NAV per ordinary share for
remaining shareholders.
This authority will expire at the AGM to be
held in 2025 when a resolution to renew the
authority will be proposed.
32
The Diverse Income Trust plc Annual Report 2025
Notice Period for General
Meetings
Resolution 14 is a special resolution that
will give the Directors the ability to convene
general meetings, other than annual general
meetings, on a minimum of 14 clear days’
notice. The minimum notice period for
annual general meetings will remain at 21
clear days. The approval will be effective
until the Company’s AGM to be held in
2025, at which it is intended that renewal
will be sought. The Company will have to
offer facilities for all shareholders to vote by
electronic means for any general meeting
convened on 14 days’ notice. The Directors
will only call a general meeting on 14 days’
notice where they consider it to be in the
interests of shareholders to do so and
the relevant matter is required to be dealt
with expediently.
Recommendation
Full details of the above resolutions are
contained in the Notice.
The Directors consider that all the
resolutions to be proposed at the AGM are
in the best interests of the Company and
its members as a whole. The Directors
unanimously recommend that shareholders
vote in favour of all the resolutions, as
they intend to do in respect of their own
beneficial holdings.
Other Information
Information on future developments, the
share capital and financial risks is detailed
in the Strategic Report and the Shareholder
Information on page 68.
By order of the Board
MUFG Corporate Governance Ltd
Company Secretary
12 August 2025
Strategic Report Financial StatementsGovernance Other Information
33 The Diverse Income Trust plc Annual Report 2025
Corporate Governance statement
This Corporate Governance
Statement forms part of
the Report of the Directors.
The Company is committed to maintaining
high standards of corporate governance
and the Board is accountable to
shareholders for the governance of the
Group’s affairs.
Statement of Compliance
The Board of the Company has considered
the principles and recommendations of
the AIC Code of Corporate Governance
for Investment Companies (“AIC Code”)
published in February 2019. The AIC Code
addresses all the principles set out in of
the UK Corporate Governance Code (“UK
Code”), as well as setting out additional
principles and recommendations on
issues that are of specific relevance to
investment Trusts. The Board considers
that reporting against the principles and
recommendations of the AIC Code provides
better information to shareholders.
The FRC, the UK’s independent regulator
for corporate reporting and governance
responsible for the UK Code, has endorsed
the AIC Code. The terms of the FRC’s
endorsement mean that AIC members who
report against the AIC Code meet fully their
obligations under the UK Code and the
related disclosure requirements contained
in the UK Listing Rules.
A copy of the AIC Code can be obtained via
the AIC website, www.theaic.co.uk. A copy
of the UK Code can be obtained at www.frc.
org.uk.
The Company has complied with the
recommendations of the AIC Code and the
relevant provisions of the UK Code, except
as set out below.
The UK Code includes provisions relating to:
• the role of the chief executive;
• executive directors’ remuneration; and
• the need for an internal audit function.
The Board considers that these provisions
are not relevant to the position of the
Company, being an externally-managed
investment company. In particular, all of the
Company’s day-to-day management and
administrative functions are outsourced
to third parties. As a result, the Company
has no executive Directors, employees
or internal operations. The Company has
therefore not reported further in respect of
these provisions.
A revised AIC Code was issued in August
2024 and will come into effect from
accounting periods beginning on or after
1 January 2025 (with the exception of
Provision 34 which will come into effect
from accounting periods beginning on or
after 1 January 2026.) The Board will review
the Company’s governance arrangements
to ensure ongoing compliance with the
updated AIC Code.
The Board of Directors
The Board consists entirely of non-
executive Directors and has no employees.
Under the leadership of the Chair, the Board
is responsible for all matters of direction and
control of the Company and its subsidiary,
including its investment policy and strategy,
and no one individual has unfettered powers
of decision. The Articles of Association
may only be amended by way of a special
resolution of shareholders. The Directors
possess a wide range of business and
financial expertise relevant to the direction of
the Company and consider that they commit
sufficient time to the Company’s affairs. Brief
biographical details of the Directors, including
details of their significant commitments, can
be found on pages 28 and 29.
None of the Directors has a service
contract, but letters of appointment setting
out the terms of their appointment are in
place. Directors are not entitled to any
compensation for loss of office. Copies of
the letters of appointment are available on
request from the Company Secretary and
will be available at the AGM.
The Board has adopted a Diversity Policy,
which acknowledges the benefits of
greater diversity, including gender and
ethnic diversity, and remains committed
to ensuring that the Company’s Directors
bring a wide range of skills, knowledge,
experience, backgrounds and perspectives
to the Board. Whilst the Board does not feel
that it would be appropriate to set targets
as all appointments are made on merit, the
following objectives for the appointment of
Directors have been established:
• all Board appointments will be made
on merit, in the context of the skills,
knowledge and experience that are
needed for the Board to be effective; and
• long lists of potential non-executive
Directors should include diverse
candidates of appropriate merit.
Chair
The Chair leads the Board and is
responsible for its overall effectiveness
in directing the Company. He promotes
a culture of openness and debate and
facilitates constructive Board relations and
the effective contribution of all Directors.
In liaison with the Company Secretary, he
ensures that the Directors receive accurate,
timely and clear information.
The Board continually monitors the
independence of the Chair. The current
Chair, Andrew Bell, is deemed by his
fellow independent Board members to be
independent and to have no conflicting
relationships. Mr Bell considers himself
to have sufficient time to commit to the
Company’s affairs.
Senior Independent
Director
Caroline Kemsley-Pein was appointed to the
role of Senior Independent Director on 20
May 2024. She provides a channel for any
shareholder concerns regarding the Chair
and takes the lead in the annual evaluation
of the Chair by the independent Directors.
34
The Diverse Income Trust plc Annual Report 2025
Scheduled Board
meetings
Audit Committee
meetings
Management
Engagement
Committee meetings
Nomination Committee
meetings
Board Operations
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Number
entitled to
attend
Number
attended
Andrew Bell* 4 4 2 2 2 2 1 1
Charles Crole 4 4 2 2 2 2 1 1
Caroline
Kemsley-Pein 4 4 2 2 2 2 1 1
Michelle McGrade 4 4 2 2 2 2 1 1
Calum Thomson 4 4 2 2 2 2 1 1
* It is considered appropriate for the Chair of the Company to be a member of the Audit Committee as the Chair provides a valuable contribution to
the deliberations of the Audit Committee, as well as having previously chaired the Framlington Innovative Growth Audit Committee and served as a
member for Henderson High Income Trust plc and Gavelli Value Plus+ Trust plc.
No meetings of the Disclosure Committee were held during the year.
In the event the Company experiences a
period of stress, the Senior Independent
Director would work with the Chair, the
other Directors and/or shareholders to
resolve any issues.
The role and responsibilities of the Chair
and the Senior Independent Director are
clearly defined and set out in writing,
copies of which are available on the
Company’s website.
Board Operation
The Directors meet at regular Board
meetings, held at least four times a year,
with additional meetings arranged as
necessary. During the year to 31 May
2025, the number of Board and Committee
meetings attended by each Director were
as follows:
In addition to the scheduled Board meetings
detailed above, the Board held a number of
further ad hoc meetings to discuss matters
such as the general strategy.
The Board has formalised arrangements
under which the Directors, in the
furtherance of their duties, may take
independent professional advice at the
Company’s expense.
The Company has arranged a Directors’
and Officers’ liability insurance policy
which includes cover for legal expenses.
The Company has provided each of the
Directors of the Company, subject to
the provisions of UK legislation, with an
indemnity in respect of liabilities which they
may sustain or incur in connection with the
discharge of their duties as a Director. The
indemnity also covers reasonable legal
and other defence expenses, although
these would have to be repaid in the
event of a conviction. Deeds of Indemnity
in favour of each of the Directors were
executed on behalf of the Company on their
appointment. There are no other qualifying
third party indemnity provisions in place.
Board Performance Review
The Directors are aware that they need
to continually monitor and improve
performance and recognise this can
be achieved through a regular Board
performance review, which provides
a valuable feedback mechanism for
improving Board effectiveness.
The Board has therefore opted to undertake
an internal performance review by way of
questionnaires specifically designed to
assess the strengths and independence of
the Board and the Chair, individual Directors
and the performance of its Committees.
The questionnaires are also intended to
analyse the focus of Board meetings and
assess whether they are appropriate, or if
any additional information may be required
to facilitate Board discussions.
Any training needs identified as part of the
Board performance process are added to
the next Board meeting agenda.
The performance review process was
carried out following the year end and was
conducted by the Chair. Caroline Kemsley-
Pein, as the Senior Independent Director,
led the appraisal of the Chair.
As a result of the performance review,
the Board considers that it, as a whole,
functions effectively and that all of
the current Directors provide valuable
contributions and have the skills and
experience relevant to the future
leadership and direction of the Company.
During the performance review, each
Director’s continued commitment to
their responsibilities and their ability to
devote the necessary time and effort to
understand the Company’s activities,
objectives and risks was assessed. All
Directors were deemed to demonstrate
sufficient commitment and to devote
sufficient time to their responsibilities.
The Board acknowledges that some of
its Directors have a number of external
appointments and this is kept under close
review. The majority of these appointments
are non-executive positions at investment
Trusts and as the Directors are seen to be
responsive and demonstrate that they have
sufficient time to fulfill their obligations
to the Company, the Board welcomes
the experience that these external
appointments bring. The Board therefore
believes that it is in the best interests of
shareholders that each of the Directors is
re-elected.
Independence of Directors
In accordance with the AIC Code, the Board
has reviewed the independent status of
each individual Director and the Board as a
whole. In the Board’s opinion, all Directors
are considered to be independent of the
Manager in both character and judgement.
The Board has reviewed and affirmed
Michelle McGrade’s independence, in
consideration of her role as a non-executive
director of M&G Securities Ltd (MGSL), a
subsidiary of M&G plc. Previously, M&G
plc held a significant share in the Trust, for
which MGSL had no oversight or investment
responsibility, but the holding was divested
by M&G plc during the financial year
under review.
The Board is of the view that, having
reviewed all required factors, all
Directors met, and continue to meet,
the independence criteria set out in the
AIC Code.
The Board’s policy on diversity is to ensure
that the Directors on the Board have a broad
range of experience, skills and knowledge,
with diversity of thinking, background
and perspective.
Appointments to the Board are made on
merit against objective criteria, having
regard to the benefits of diversity and the
current and future needs of the business
and the other factors set out in the
AIC Code.
Diversity, including, but not limited to,
gender, social background, ethnicity,
age, sexual orientation, disability and
professional and industry specific
knowledge, is an important consideration in
ensuring that the Board and its committees
have the right balance of skills, experience,
independence and knowledge necessary
to discharge their responsibilities. The
Board notes the FCA rules on diversity and
inclusion on company boards, namely, that:
a) At least 40% of individuals on the
Board to be women;
b) At least one of the senior Board
positions to be held by a woman (such
as Chair, Senior Independent Director,
Chief Executive Officer (“CEO”) or
Chief Financial Officer (“CFO”); and
c) At least one individual on the Board to
be from a minority ethnic background.
In accordance with UK Listing Rule 6 Annex
1, the below tables, in prescribed format,
show the gender and ethnic background of
the Directors at the date of this Report.
Election/re-election
ofDirectors
Under the Company’s Articles of
Association and in accordance with the
AIC Code, Directors are required to retire at
the first AGM following their appointment.
Thereafter, the Board has agreed a policy
whereby all Directors will seek annual
re-election at the Company’s AGMs. This
is in line with the recommendations of the
AIC Code. The maximum length of service
for any Director, including the Chair, will be
nine years following first election.The data
in the above tables was collected through
self-reporting by the Directors.
As at 31 May 2025 the Board comprised
of five members. The gender breakdown
is as follows: 2 female (40%); 3 male
(60%). The ethnic diversity target (that at
least one individual on the Board is from a
minority ethnic background) has not been
met. Whilst the Board does not feel that
it would be appropriate to set targets as
all appointments must be made on merit,
the Board supports the recommendations
for senior positions to be held by female
directors and ethnic representation on the
Board, and both of these factors are key
considerations in succession planning.
Strategic Report Financial StatementsGovernance Other Information
35 The Diverse Income Trust plc Annual Report 2025
Corporate Governance statement continued
Board responsibilities
and Relationship with
theManager
The Board is responsible for the
determination and implementation of the
Company’s investment policy and strategy
and has overall responsibility for the
Company’s activities, including the review
of investment activity and performance,
control and supervision of the Manager.
The Board’s main roles are to create value
for shareholders, to provide leadership
to the Company and to approve the
Company’s strategic objectives.
The Board has adopted a schedule of
matters reserved for decision by the Board,
and specific responsibilities include:
reviewing the Company’s investments,
asset allocation, gearing policy, cash
management, Peer Group performance,
investment outlook and revenue forecasts
and outlook. This schedule is reviewed
regularly and is made available on the
Company’s website.
The Company’s day-to-day functions have
been subcontracted to a number of service
providers, each engaged under separate
legal agreements. The management of
the Group’s assets has been delegated
to the Manager which has discretion to
manage the assets in accordance with the
Company’s investment objective and policy.
At each Board meeting the Directors follow
a formal agenda, which is circulated in
advance by the Company Secretary. The
Company Secretary and Manager regularly
provide financial information, together
with briefing notes and papers in relation
to changes in the Company’s economic
and financial environment, statutory
and regulatory changes and corporate
governance best practice.
At each Board meeting, a representative
from the Manager is in attendance to present
verbal and written reports covering the
Company’s activity, portfolio and investment
performance over the preceding period.
Ongoing communication with the Board
is maintained between formal meetings.
The Board and the Manager operate
in a fully supportive, co-operative and
open environment.
Conflicts of Interest
The Articles of Association permit the Board
to consider and, if it sees fit, to authorise
situations where a Director has an interest
that conflicts, or may possibly conflict,
with the interests of the Group. A formal
system is in place for the Board to consider
authorising such conflicts, whereby the
Directors who have no interest in the matter
decide whether to authorise the conflict
and any conditions to be attached to
such authorisations.
Board Committee
During the year, the Company had three
Committees in operation, the Audit
Committee, the Management Engagement
Committee and the Nomination Committee.
Given the size of the Board, it is not felt
appropriate for the Company to have a
separate remuneration committee. The
functions that would normally be carried
out by this committee are dealt with by the
full Board.
The terms of reference of the Committees
are available on the Company’s website at
www.diverseincomeTrust.com.
Audit Committee
The Audit Committee comprises all
Directors and is chaired by Calum Thomson.
Andrew Bell, the Company’s Chair, is
a member of the Audit Committee. His
membership of the Audit Committee is
considered appropriate given the small size
of the Board and the Chair’s knowledge of
the financial services industry. The Board
considers that the members of the Audit
Committee have the requisite skills and
experience to fulfil the responsibilities of the
Audit Committee and competence relevant
to the investment Trust sector. Mr Thomson
is a qualified accountant with over 25 years’
experience in the financial services industry.
A Report from the Chair of the Audit
Committee is set out on pages 38 and 39.
Management Engagement
Committee
The Management Engagement Committee
comprises all the Directors and has been
chaired by Michelle McGrade since 20
May 2024. The Committee meets at least
once a year to review the performance
of the Manager’s obligations under the
Management Agreement and to consider
any variation to the terms of the agreement,
and reports its findings to the Board.
The Committee met twice during the year to
consider the performance of the Manager
and other service providers over the
preceding financial period.
In reaching its recommendation to the
Board about the continuing appointment of
the Manager, the Committee’s deliberations
include consideration of the fee basis for
other companies in the Peer Group, the
performance of the Company against its
Peer Group, the share volatility against
that of other companies in the Peer Group
and shareholder feedback (see Continuing
Appointment of the Manager on page 26).
The Management Engagement Committee
also reviews annually the performance of
the Company Secretary, the Depositary,
the Custodian and the Registrar and
any matters concerning their respective
agreements with the Company.
36
The Diverse Income Trust plc Annual Report 2025
Gender Diversity:
Number
of Board
members
Percentage on
the Board
Number of
senior positions
on the Board
1
Men 3 60% 1
2
Women 2 40% 1
2
Not specified/prefer not to say – – –
Ethnic background:
Number
of Board
members
Percentage on
the Board
Number of
senior positions
on the Board
1
White British or other
White (including minority
white groups) 5 100% 2
Mixed/Multiple Ethnic Groups – – –
Asian/Asian British – – –
Black/African/Caribbean/
Black British – – –
Other ethnic group,
including Arab – – –
Not specified/prefer not to say – – –
1 Senior positions specified by the UK Listing Rules are CEO, CFO, senior independent director,
and chair.
2 As the Company is managed externally, and there are no executive roles, the Company only has
two of the senior roles specified by the UK Listing Rules, namely Senior Independent Director
and Chair, the former occupied by a woman and the latter by a man. However, the Company
considers that the Chair of the Audit Committee is a senior position, this role is currently carried
out by a man.
Nomination Committee
The Nomination Committee comprises
all Directors, as all are non-executive and
considered independent. The Nomination
Committee has been chaired by Michelle
McGrade since 20 May 2024. The
Committee considers succession planning
and leads the process for new appointments,
considering the skills, knowledge, experience
and diversity required for the Board. The
Committee meets at least once a year.
Stewardship
Responsibilities and the
Use of Voting Rights
The Board delegates the day-to-day
responsibilities regarding the engagement
with investee companies to the Company’s
Manager. However, the Board retains
oversight of this process through
regular updates from the Manager on its
engagement activities, and by reviewing the
Manager’s stewardship and voting policies.
PPM engages with the Company’s
underlying investee companies on all areas
of ESG, with particular focus on governance.
It is becoming ever more prominent that
companies that do not display good
governance may struggle to access capital
in the future, especially at the smaller end
of the market cap spectrum. Two areas
of focus have been board composition
and remuneration, to ensure that boards
include members who are suitably qualified
and management are being appropriately
rewarded for their successes.
Concerning voting, the managers use
the independent proxy voting service
Institutional Shareholder Service (“ISS”) to
provide them with research on the proposed
resolutions for each investee company.
However, they use them in a research
capacity only; the final decisions are always
taken on an active basis having considered
the merits of each on a case-by-case basis.
Company Secretary
The Board has direct access to the advice
and services of the Company Secretary,
MUFG Corporate Governance Limited,
which is responsible for ensuring that the
Board and Committee procedures are
followed and that applicable regulations are
complied with. The Company Secretary is
also responsible to the Board for ensuring
timely delivery of the information and
reports and that the relevant statutory
obligations of the Company are met.
Internal Control Review
The Directors are responsible for the risk
management and systems of internal
control relating to the Company and its
subsidiary, and the reliability of the financial
reporting process and for reviewing
their effectiveness.
The Directors have reviewed and
considered the guidance supplied by
the FRC on Risk Management, Internal
Control, and Related Finance and Business
Reporting and an ongoing process has
been established for identifying, evaluating
and managing the principal risks faced by
the Group. This process, which is regularly
reviewed, together with key procedures
established with a view to providing
effective financial control, was in place
during the year under review and at the date
of the signing of this Report. The internal
control systems are designed to ensure that
proper accounting records are maintained,
that the financial information on which
business decisions are made and which are
issued for publication is reliable and that the
assets of the Company are safeguarded.
The risk management process and Group
systems owf internal control are designed
to manage rather than eliminate the risk of
failure to achieve the Company’s objectives.
It should be recognised that such systems
can only provide reasonable, not absolute,
assurance against material misstatement
or loss.
The Directors have carried out a review
of the effectiveness of the Group’s risk
management and internal control systems
as they have operated over the period and
up to the date of approval of the report and
financial statements. There were no matters
arising from this review that required further
investigation and no significant failings or
weakness were identified.
Internal Control
AssessmentProcess
Regular risk assessments and reviews
of internal controls are undertaken in
the context of the Company’s overall
investment objective. The Board, through
the Audit Committee, has identified risk
management controls in four key areas:
corporate strategy; published information
and compliance with laws and regulations;
relationships with service providers; and
investment and business activities.
In arriving at its judgement of what risks the
Company faces, the Board has considered
the Company’s operations in the light of the
following factors:
• the nature and extent of risks which it
regards as acceptable for the Company to
bear within its overall business objective;
• the threat of such risks becoming reality;
• the Company’s ability to reduce the
incidence and impact of risk on its
performance; and
• the cost to the Company and benefits
related to the Company and third parties
operating the relevant controls.
A risk matrix has been produced against
which the risks identified and the controls
in place to mitigate those risks can be
monitored. The risks are assessed on the
basis of the likelihood of them happening,
the impact on the business if they were to
occur and the effectiveness of the controls
in place to mitigate them. This risk matrix
is reviewed twice a year by the Audit
Committee and at other times as necessary.
The emerging and principal risks that have
been identified by the Board are set out on
pages 20 and 21.
The Board reviews financial information
produced by the Manager and the
Administrator on a regular basis.
Most functions for the day-to-day
management of the Company are sub-
contracted, and the Directors therefore
obtain regular assurances and information
from key third party suppliers regarding the
internal systems and controls operated in
their organisations. In addition, each of the
third parties is requested to provide a copy
of its report on internal controls each year,
which is reviewed by the Audit Committee,
together with letters of comfort confirming
that those controls were still in operation at
the Company’s year end.
Shareholder Relations
Communication with shareholders is given
a high priority by both the Board and the
Manager and the Directors are available to
enter into dialogue with shareholders. The
Manager and the Company’s Stockbroker,
Panmure Liberum Limited, are in regular
contact with the major institutional investors
and report the results of all meetings and
the views of those shareholders to the
Board on a regular basis. The Chair and the
other Directors are available to attend these
meetings with shareholders if required.
All shareholders are encouraged to attend
and vote at the AGM, during which the
Board and the Manager will be available
to discuss issues affecting the Company
and answer any questions. Shareholders
wishing to communicate directly with the
Board or to lodge a question in advance
of the AGM should contact the Company
Secretary at the address on page 80 or by
emailing diverse_cosec@cm.mpms.mufg.
com. The Company always responds to
letters from shareholders.
The Annual and Half-Yearly Reports of the
Company are prepared by the Board and
its advisers to present a full and readily
understandable review of the Company’s
performance. Copies are released to the
London Stock Exchange, dispatched to
shareholders and are also available from
the Company Secretary or by downloading
from the Company’s website,
www.diverseincometrust.com.
Strategic Report Financial StatementsGovernance Other Information
37 The Diverse Income Trust plc Annual Report 2025
Audit Committee report
I am pleased to present
the Audit Committee
Report for the year
ended 31 May 2025.
Statement from theChair
The primary responsibilities of the Audit
Committee are:
• to monitor the integrity of the financial
statements of the Company and the
Group, and review the financial reporting
process and the accounting policies of
the Company;
• to provide advice to the Board on
whether the Annual Report and Accounts,
taken as a whole, is fair, balanced and
understandable, and provides the
information necessary for shareholders
to assess the Company’s position
and performance, business model
and strategy;
• to keep under review the effectiveness
of the Company’s and the Group’s
internal control environment and risk
management systems;
• to make recommendations to the Board in
relation to the re-appointment or removal
of the external auditor and to approve its
remuneration and terms of engagement,
including the provision of any non-
audit services;
• to review the effectiveness of the
audit process;
• to review and monitor the auditor’s
independence and objectivity; and
• to report to the Board on how it has
discharged its responsibilities.
The Audit Committee has direct access
to the Company’s Auditor, BDO LLP, and
provides a forum through which the Auditor
reports to the Board. Representatives of
the Auditor attend meetings of the Audit
Committee on a regular basis.
Matters Considered in
theYear
The Audit Committee met twice during the
year under review and once post the year
end. It has:
• reviewed the internal controls and risk
management systems of the Company
and its third party service providers;
agreed the audit plan with the Auditor,
including the principal areas of focus, and
agreed the audit fee;
• received and discussed with the Auditor
their report on the results of the audit;
• made recommendations to the Board
in relation to the re-appointment of
the Auditor;
• reviewed the Group’s financial statements
and discussed the appropriateness of the
accounting policies adopted;
• met with the Manager to discuss and
challenge the valuation of investments;
• discussed and challenged the Auditor in
relation to the impact of movements in the
fair market value of the redemption pool;
and
• reviewed and agreed to cancel the entire
amount standing to the credit of the
Company’s share premium account.
The Audit Committee has reviewed and
where appropriate, updated the risk matrix.
This is done on a six-monthly basis. During
the year the Audit Committee considered
the size of the Company and reviewed the
impact of supply shortages, inflationary
pressures, political instability in the UK and
global conflicts on the risks identified.
The Audit Committee receives a report
on internal controls and compliance from
the Manager’s Compliance Officer on a
six-monthly basis and discusses this with
the Manager. The Manager has in place a
compliance monitoring plan for testing of
controls as an alternative to establishing a
separate internal audit function. The Audit
Committee also receives reports from the
Depositary and Custodian at least once
a year. No significant issues or concerns
arose from these reports. Reports from the
Company’s other service providers were
also reviewed and no significant matters of
concern were identified.
In the light of these reports and controls
that are in place, the Audit Committee does
not consider that an internal audit function
would provide sufficient additional comfort
to warrant the extra costs to the Company.
The Audit Committee monitors and reviews
the effectiveness of the external audit
process for the Annual Report, including
a detailed review of the audit plan and
the audit results report, and makes
recommendations to the Board on the re-
appointment, remuneration and terms of
engagement of the Auditor.
The Audit Committee was satisfied with
the overall approach to the audit for the
year under review. The assessment by
the Committee took into account the
experience and tenure of the audit partner
and team, the nature and level of services
provided, and confirmation that the
Auditor has complied with independence
standards. The Audit Committee also
reviews a copy of the latest FRC Audit
Quality Inspection Report on the Auditor.
38
The Diverse Income Trust plc Annual Report 2025
Significant Issue Mitigation
The valuation and ownership of the
investment portfolio.
The Board relies on the Administrator and the Manager to use correct listed prices and
seeks comfort in the testing of this process through the internal control statements. This
was discussed with the Administrator and Manager at the conclusion of the audit of the
financial statements.
The Company uses the services of an independent Depositary (Northern Trust) 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 Audit Committee twice a year.
Other Matters Considered Mitigation
The allocation of special dividends
between revenue and capital
The Audit Committee has also reviewed and confirmed with the Administrator and Manager
the treatment of special dividends.
Review of Going Concern and Viability
At each of its meetings, the Audit Committee reviews and discusses a Going Concern
assessment paper provided by the Manager. The paper sets out the key reasons why the
Going Concern assumption is applicable to the Company and is accompanied by revenue
forecasts and liquidity analysis. In addition, the Board considers this paper twice a year,
in quarters where no Audit Committee is being held. The viability assessment is reviewed
by the Audit Committee and in particular the underlying assumptions are subjected to
sensitivity analysis.
Following the consideration of the above
matters and its detailed review, the Audit
Committee was of the opinion that the
Annual Report, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy.
Audit Fees and Non-
AuditServices
An audit fee of £67,320 (inclusive of VAT)
has been agreed in respect of the audit for
the year ended 31 May 2025 (2024: £61,680
inclusive of VAT).
In relation to non-audit services, the
Audit Committee reviews the scope and
nature of all proposed non-audit services
before engagement, to ensure that
Auditor independence and objectivity are
safeguarded. No non-audit services were
provided to the Company by BDO LLP in the
year (2024: none).
Independence and
Objectivity of the Auditor
The Audit Committee has considered
the independence and objectivity of the
Auditor. No non-audit services have been
provided by the Auditor. Following its review
of the independence of the Auditor, the
Audit Committee has been reassured that
no conflicts have arisen during the year.
BDO LLP were appointed as Auditor to the
Company at the 2020 AGM. Vanessa-Jayne
Bradley served as the Audit Partner since
BDO LLP’s appointment and rotated off
following the sign-off of the audit for the
year ended 31 May 2024. Gary Fensom was
appointed as the new Audit Partner and is
responsible for the audit for the year ended
31 May 2025.
Audit Tender
The Company last carried out an audit
tender during 2020, following which BDO
LLP was appointed as auditor in respect of
the year ended 31 May 2021.
As a public company listed on the London
Stock Exchange, the Company is subject to
mandatory auditor rotation requirements.
Based on these requirements, another
tender process will be conducted no later
than for the year ending 31 May 2031.
Following consideration of the performance
of the Auditor, the quality of the external
audit and the service provided during the
year and a review of their independence
and objectivity, the Audit Committee
has recommended to the Board the re-
appointment of BDO LLP as Auditor to
the Company.
Calum Thomson
Audit Committee Chair
12 August 2025
Strategic Report Financial StatementsGovernance Other Information
39 The Diverse Income Trust plc Annual Report 2025
Directors’ Remuneration report
| Rate at | |||
Component | Director | 1 June 2025 | Purpose of Remuneration |
Annual fee | Chair | £45,500 | Commitment as Chair 1 |
Annual fee | Non -executive | £33,000 | Commitment as a non-executive |
| Directors | Director 2 | ||
| Additional | Chair of the | £37,500 | For additional responsibilities and |
| fee | Audit Committee | time commitments 3 | |
Annual fee | Senior | £nil | – |
| Independent | |||
| Director | |||
| Additional | Discretionary | For extra or special services | |
fee | All Directors | performed in their role as a Director 4 | |
| Expenses | 5.0 | Reimbursement of expenses | |
| incurred in the performance of | |||
| All Directors | duties as a Director |
40 The Diverse Income Trust plc Annual Report 2025
Company Performance
The Company does not have a specific
benchmark against which performance
is measured. The graph below compares
the total return (assuming all dividends
are reinvested) to holders of ordinary
shares since they were first admitted to the
Official List of the FCA, compared to the
total shareholder return of the Deutsche
Numis All-Share Total Return Index, which
is the closest broad index against which to
measure the Company’s performance.
Relative Importance of
Spend on Pay
The table to the right shows the amount
spent on pay.
Year ended 31 May 2025 | Year ended 31 May 2024 | Percentage change* | |||||||||
| Component | Fees | Expenses | Total | Fees | Expenses | Total | 2024- | 2023- | 2022- | 2021- | 2020- |
| £ | £ | £ | £ | £ | £ | 2025 | 2024 | 2023 | 2022 | 2021 | |
| Andrew Bell | |||||||||||
(Chair) 1 | 44,500 | 156 | 44,656 | 44,000 | – | 44,000 | 1.1 | 3.5 | 4.9 | 1 7.5 | 25.2 |
| Charles | |||||||||||
Crole 2 | 32,000 | – | 32,000 | 31,600 | – | 31,600 | 1.3 | 3.6 | 5.2 | N/A | N/A |
| Caroline | |||||||||||
Kemsley- Pein | 32,000 | – | 32,000 | 31,600 | – | 31,600 | 1.3 | 3.6 | 5.2 | 5.3 | – |
| Michelle | |||||||||||
McGrade | 32,000 | – | 32,000 | 31,600 | – | 31,600 | 1.3 | 3.6 | 5.2 | 5.3 | – |
| Calum | |||||||||||
Thomson | 36,500 | – | 36,500 | 35,950 | – | 35,950 | 1.5 | 3.6 | 5.2 | 5.1 | – |
177,000 | 156 | 177,156 | 174,750 | – | 174,750 |
2025
£000
2024
£000 Change
Total remuneration paid to Directors 177 175 1.1%
Investment Management fee 1,807 2,365 (23.6%)
Distribution to shareholders
– dividends 10,165 13,219 (23.1%)
– share buyback/redemption – 33,354 (100.0%)
Note: the items listed in the table above are as required by the Large and Medium-sized
Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 ss.20 with the
exception of the investment management fee, which has been included because the Directors
believe it will help shareholders’ understanding of the relative importance of the spend on pay.
The figures for this measure are the same as those shown in note 3 to the financial statements.
The amounts spent on the redemption of shares are included in line with the GC100 and Investor
Group guidance, as this is considered a significant payment. The figures for this measure
are the same as those shown in the Consolidated Statement of Changes in Equity and Cash
Flow Statement.
300%
250%
200%
150%
100%
50%
0%
-50%
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Strategic Report Financial StatementsGovernance Other Information
41 The Diverse Income Trust plc Annual Report 2025
Diverse Income Trust NAV Total Return
Deutsche Numis All Share Index Total Return
Directors’ Remuneration report continued
Directors’ Beneficial and
Family Interests (audited)
There is no requirement under the
Company’s Articles of Association or the
terms of their appointment for Directors to
hold shares in the Company.
The interests of the Directors and their
families in the ordinary shares of the
Company as at 31 May 2025 are as follows:
There have been no changes to Directors’
interests between 31 May 2025 and the date
of this Report.
Voting at Annual
GeneralMeeting
The Directors’ Remuneration Report for the
year ended 31 May 2024 was approved by
shareholders at the AGM held on 15 October
2024. The Remuneration Policy was also
last approved by shareholders at the AGM
held on 17 October 2023.
The votes cast by proxy were as follows:
Approval
The Directors’ Remuneration Report was
approved by the Board on 12 August 2025.
On behalf of the Board
Andrew Bell
Chair
12 August 2025
At 31 May 2025
Number of
ordinaryshares
At 31 May 2024
Number of
ordinaryshares
Andrew Bell (Chair) 250,000 250,000
Charles Crole 31,936 31,936
Caroline Kemsley-Pein 52,458 52,458
Michelle McGrade 63,616 63,616
Calum Thomson 53,591 53,591
Directors’ Remuneration
Report (AGM 2024)
Directors’ Remuneration
Report (AGM 2023)
Number of
votes
% of
votescast
Number of
votes
% of
votescast
For 91,330,327 99.42 138,754,952 99.73
Against 417,149 0.45 364,691 0.26
At Chair’s discretion 115,793 0.13 3,028 0.01
Total votes cast 91,863,269 100 139,122,671 100
Number of votes withheld 155,969 215,227
42 The Diverse Income Trust plc Annual Report 2025
Statement of Directors’ Responsibilities
The Directors are
responsible for
preparing the Annual
Report and the
financial statements
in accordance with UK
adopted international
accounting standards
and applicable law and
regulations.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law the Directors
are required to prepare the Group financial
statements in accordance with UK adopted
international accounting standards. 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 Group
and Company and of the profit or loss for
the Group for that period.
In preparing these financial statements, the
Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable and
prudent;
• state whether they have been prepared in
accordance with UK adopted international
accounting standards, subject to any
material departures disclosed and
explained in the financial statements;
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business;
• prepare a directors’ report, a strategic
report and directors’ remuneration report
which comply with the requirements of
the Companies Act 2006.
The Directors are responsible for keeping
adequate accounting records that
are sufficient to show and explain the
Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the Company and
enable them to ensure that the financial
statements comply with the Companies
Act 2006.
They are also responsible for safeguarding
the assets of the Company and hence
for taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
The Directors are responsible for ensuring
that the Annual Report and accounts,
taken as a whole, are fair, balanced,
and understandable and provides the
information necessary for shareholders to
assess the Group’s performance, business
model and strategy.
Website publication
The Directors are responsible for
ensuring the Annual Report and the
financial statements are made available
on a website. Financial statements are
published on the Company’s website in
accordance with legislation in the United
Kingdom governing the preparation and
dissemination of financial statements,
which may vary from legislation in other
jurisdictions. The maintenance and
integrity of the Company’s website has
been delegated to the Manager, but the
Directors responsibility extends to the
ongoing integrity of the financial statements
contained therein.
Directors’ responsibilities
pursuant to DTR4
Each of the Directors, whose names and
functions are listed in the Board of Directors
section on pages 28 and 29 confirm that, to
the best of their knowledge:
• The financial statements have been
prepared in accordance with the
applicable set of accounting standards,
give a true and fair view of the assets,
liabilities, financial position and profit and
loss of the Group and Company.
• The Annual Report includes a fair review
of the development and performance of
the business and the financial position of
the Group and Company, together with
a description of the principal risks and
uncertainties that they face.
In the opinion of the Board, the Annual
Report and Financial Statements 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.
On behalf of the Board
Andrew Bell
Chair
12 August 2025
Strategic Report Financial StatementsGovernance Other Information
43 The Diverse Income Trust plc Annual Report 2025
Independent auditor’s report to the members of The Diverse Income Trust Plc
Opinion on the
financialstatements
In our opinion:
• The financial statements give a true and
fair view of the state of the Group and
the Parent Company’s affairs as at 31
May 2025 and of its profit for the year
then ended;
• the Group financial statements have
been properly prepared in accordance
with UK adopted international
accounting standards;
• the Parent Company financial statements
have been properly prepared in
accordance with UK adopted international
accounting standards and as applied in
accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been
prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements
of The Diverse Income Trust Plc (the
‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 May 2025
which comprise the Consolidated Income
Statement, Statement of Changes in Equity,
Parent Company Statement of Changes in
Equity, Consolidated and Parent Company
Balance Sheets, Consolidated and Parent
Company Cash Flow Statements and
notes to the financial statements, including
material accounting policy information. The
financial reporting framework that has been
applied in their preparation is applicable law
and UK adopted international accounting
standards and as regards the Parent
Company financial statements, as applied
in accordance with the provision of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards
are further described in the Auditor’s
responsibilities for the audit of the financial
statements section of our report. We
believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit
opinion is consistent with the additional
report to the audit committee.
Independence
Following the recommendation of the
audit committee, we were appointed by
the members of the Parent Company on
14 October 2020 to audit the financial
statements for the year ended 31 May 2021
and subsequent financial periods. The
period of total uninterrupted engagement
including retenders and reappointments
is five years, covering the years ended
31 May 2021 to 31 May 2025. We remain
independent of the Group and the Parent
Company in accordance with the ethical
requirements that are relevant to our
audit of the financial statements in the
UK, including the FRC’s Ethical Standard
as applied to listed public interest
entities, and we have fulfilled our other
ethical responsibilities in accordance
with these requirements. The non-audit
services prohibited by that standard
were not provided to the Group and the
Parent Company.
Conclusions relating to
goingconcern
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 Group and
Parent Company’s ability to continue
to adopt the going concern basis of
accounting included:
• Evaluating the appropriateness of the
Directors’ method of assessing the going
concern in light of economic and market
conditions by reviewing the information
used by the Directors in completing
their assessment;
• Evaluating the sensitivity analysis applied
by the Directors in their going concern
assessment including the impact of a
significant reduction in the valuation
of investments;
• Assessing the appropriateness of the
Directors’ assumptions and judgements
made in their base case and stress tested
forecasts including consideration of
the available cash resources relative to
forecast expenditure;
• Challenging the Directors’ assumptions
and judgements made in their forecasts
by performing an independent analysis of
the liquidity of the portfolio; and
• Reviewing the disclosures in the financial
statements relating to going concern to
assess whether they are consistent with
the Group and the Parent Company’s
circumstances.
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 Group
and the Parent 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 Parent Company’s
reporting on how it has applied the UK
Corporate Governance Code, we have
nothing material to add or draw attention
to in relation to the Directors’ statement in
the financial statements about whether the
Directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities
of the Directors with respect to going
concern are described in the relevant
sections of this report.
44
The Diverse Income Trust plc Annual Report 2025
Overview
Key audit matters 2025 2024
Valuation and ownership of quoted investments
Revenue recognition
The objective of the Parent Company is ‘to provide shareholders with an attractive and growing dividend coupled with capital growth
over the long term’ which is assessed as ‘balanced’ rather than a revenue objective. The focus on the Parent company having a
balanced objective rather than isolated revenue objective has resulted in revenue recognition being removed as a Key Audit Matter.
Materiality Group financial statements as a whole
£2.5m (2024: £2.3m) based on 1% (2024: 1%) of net assets
An overview of the scope of
ouraudit
Our Group audit was scoped by obtaining
an understanding of the Group and its
environment, the applicable financial
reporting framework and the Group’s
system of internal control. On the basis
of this, we identified and assessed the
risks of material misstatement of the
Group financial statements including with
respect to the consolidation process. We
then applied professional judgement to
focus our audit procedures on the areas
that posed the greatest risks to the group
financial statements. We continually
assessed risks throughout our audit,
revising the risks where necessary, with the
aim of reducing the group risk of material
misstatement to an acceptable level, in
order to provide a basis for our opinion.
The Group is based in the United Kingdom
and has one main trading entity, The
Diverse Income Trust plc whose principal
activity is that of an Investment Trust. The
Group has one subsidiary, The Diverse
Income Trust Income Services Limited
whose principal activity is to invest in listed
equities that are held for trading and for the
short term.
As part of our Group audit, we have
determined that there is 1 component in
scope and we have performed our work
on the group financial information. The
Group engagement team has performed all
procedures directly and has not involved
component auditors in the Group audit.
Key audit matters
Key audit matters are those matters that, in
our professional judgement, were of most
significance in our audit of the financial
statements of the current period and
include the most significant assessed risks
of material misstatement (whether or not
due to fraud) that we identified, including
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.
Key audit matter How the scope of our audit
addressed the key audit
matters
Valuation and
ownership
of quoted
investments
Refer to “Notes
1 – Investments”
within Accounting
Policies, “Note 11
– Investments”
The investment portfolio at the
year-end comprised of quoted
equity investments held at fair
value through profit or loss.
We considered the valuation
and ownership of investments
to be a significant audit area as
investments represent the most
significant balance in the financial
statements and underpins
the principal activity of the
Parent Company.
With respect to valuation, while
we do not consider the valuation
of quoted investments to involve
a significant degree of estimation
or judgement, there is a risk that
the prices used for the quoted
investments held by the Parent
Company may not reflect their fair
value at the year end.
Additionally, in relation to
ownership and recording, there
is a risk of error in the recording
of quoted investment holdings,
which could result in the incorrect
recognition of investments held by
the Company.
For these reasons, and due to the
materiality of the balance in the
context of the financial statements
as a whole, we consider this to be
a key audit matter.
We responded to this matter
by testing the valuation
and ownership of 100%
of quoted investment
portfolio by performing the
following procedures:
• Checked that the year-end bid
price has been used by agreeing
to externally quoted prices;
• Recalculated the valuation by
multiplying the number of shares
held (as per the statement
independently obtained from
the Custodian) by the price
per share;
• Assessed whether there were
any contra indicators, such as
liquidity considerations, that
could suggest the bid price
was not the most appropriate
measure of fair value, by
considering the realisation
period for individual holdings;
and
• Obtained direct confirmation
of the number of shares held
per equity investment from the
custodian.
Key observations:
Based on our procedures
performed we did not identify
any matters to suggest that the
valuation or ownership of the
quoted equity investments was
not appropriate.
This matter was 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 this matter.
Strategic Report Financial StatementsGovernance Other Information
45 The Diverse Income Trust plc Annual Report 2025
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in
evaluating the effect of misstatements. We consider materiality to be the magnitude by
which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements
exceed materiality, we use a lower materiality level, performance materiality, to determine
the extent of testing needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole and performance materiality as follows:
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit
differences in excess of £0.1m (2024: £0.1m). We also agreed to report differences below
this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises
the information included in the Annual Report and Accounts other than the financial
statements and our auditor’s report thereon. 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.
Group financial
statements
Parent Company
financial statements
2025 (£m) 2024 (£m) 2025 (£m) 2024 (£m)
Materiality 2.5 2.3 2.5 2.3
Basis for determining
materiality 1% of Net assets
Rationale for the
benchmark applied
As an investment Trust, the net asset value is the key
measure of performance for users of the financial
statements.
Performance materiality 1.8 1.7 1.8 1.7
Basis for determining
performance materiality 75% of materiality
Rationale for the
percentage applied for
performance materiality
The level of performance materiality applied was set
after having considered a number of factors including the
expected total value of known and likely misstatements
and the level of transactions in the year.
Independent auditor’s report to the members of The Diverse Income Trust Plc
continued
46 The Diverse Income Trust plc Annual Report 2025
Corporate governance statement
The UK 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 Parent 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 or our knowledge obtained during the audit.
Going concern and
longer-term viability
• 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 30; and
• The Directors’ explanation as to their assessment of the
Group and the Parent Company’s prospects, the period this
assessment covers and why the period is appropriate set out on
page 31.
Other code
provisions
• Directors’ statement on fair, balanced and understandable set
out on page 43;
• Board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on page 47;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 37; and
• The section describing the work of the Audit Committee set out
on page 38.
Strategic report and
Directors’ report
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 Group and
the Parent Company and its environment obtained in the course
of the audit, we have not identified material misstatements in the
strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Matters on which
we are required to
report byexception
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company financial statements and the part of
the Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course
of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain
opinions and matters as described below:
Responsibilities of Directors
As explained more fully in the Statement
of Directors’ Responsibilities statement,
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
Group and the Parent Company’s ability to
continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern basis
of accounting unless the Directors either
intend to liquidate the Group or the Parent
Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to fraud
or error, and to issue an auditor’s report
that includes our opinion. Reasonable
assurance is a high level of assurance, but
is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always
detect a material misstatement when it
exists. Misstatements can arise from fraud
or error and are considered material if,
individually or in the aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the
basis of these financial statements.
Extent to which the audit was 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:
Strategic Report Financial StatementsGovernance Other Information
47 The Diverse Income Trust plc Annual Report 2025
Independent auditor’s report continued
Non-compliance with laws
andregulations
Based on:
• Our understanding of the Group and the
Parent Company and the industry in which
it operates;
• Discussion with the Investment Manager,
the Administrator and those charged with
governance; and
• Obtaining and understanding of the Group
and the Parent Company’s policies and
procedures regarding compliance with
laws and regulations.
We considered the significant laws and
regulations to be Companies Act 2006,
the FCA’s UK Listing and DTR rules, the
principles of the AIC Code of Corporate
Governance, industry practice represented
by the AIC SORP, the applicable accounting
framework, and qualification as an
Investment Trust under UK tax legislation as
any non-compliance of this would lead to
the Company losing various deductions and
exemptions from corporation tax.
Our procedures in respect of the
above included:
• Agreement of the financial
statement disclosures to underlying
supporting documentation;
• Enquiries of the Investment Manager, the
Administrator and those charged with
governance relating to the existence
of any non-compliance with laws
and regulations;
• Reviewing minutes of meeting of those
charged with governance throughout the
period for instances of non-compliance
with laws and regulations; and
• Reviewing the calculation in relation to
Investment Trust compliance to check
that the Company was meeting its
requirements to retain their Investment
Trust Status.
Fraud
We assessed the susceptibility of the
financial statement to material misstatement
including fraud.
Our risk assessment procedures included:
• Enquiry with the Investment Manager,
the Administrator and those charged
with governance regarding any known or
suspected instances of fraud;
• Review of minutes of meeting of those
charged with governance for any known
or suspected instances of fraud; and
• Discussion amongst the engagement
team as to how and where fraud might
occur in the financial statements.
Based on our risk assessment, we
considered the areas most susceptible to
be management override of controls.
Our procedures in respect of the
above included:
• Considered the opportunity and incentive
to manipulate accounting entries and
assessed the appropriateness of any
post-closing adjustments made in the
period end financial reporting process;
• Performed a review of estimates and
judgements applied by the Directors in
the financial statements to assess their
appropriateness and the existence of any
systematic bias;
• Reviewed for significant transactions
outside the normal course of business;
and
• Performed a review of unadjusted audit
differences, if any, for indications of bias
or deliberate misstatement.
We also communicated relevant identified
laws and regulations and potential fraud
risks to all engagement team members
who were all deemed to have appropriate
competence and capabilities and remained
alert to any indications of fraud or non-
compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to
respond to risks of material misstatement
in the financial statements, recognising
that the risk of not detecting a material
misstatement due to fraud is higher than
the risk of not detecting one resulting
from error, as fraud may involve deliberate
concealment by, for example, forgery,
misrepresentations or through collusion.
There are inherent limitations in the audit
procedures performed and the further
removed non-compliance with laws
and regulations is from the events and
transactions reflected in the financial
statements, the less likely we are to become
aware of it.
A further description of our responsibilities
is available on the Financial Reporting
Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description
forms part of our auditor’s report.
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.
Gary Fensom
Senior Statutory Auditor
For and on behalf of BDO LLP
Statutory Auditor
London, UK
12 August 2025
BDO LLP is a limited liability partnership
registered in England and Wales (with registered
number OC305127).
48 The Diverse Income Trust plc Annual Report 2025
Consolidated Income Statement
Year ended 31 May 2025 | Year ended 31 May 2024 | ||||||
| Revenue | Capital | Revenue | Capital | ||||
| return | return | Total | return | return | Total | ||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | |
Gains on investments held at fair value through profit or loss | 11 | ||||||
Foreign exchange losses | ( | ( | ( | ( | |||
Losses on derivatives held at fair value through profit or loss | 12 | ( | ( | ||||
Income | 2 | ||||||
Management fee | 3 | ( | ( | ( | ( | ( | ( |
Other expenses | 4 | ( | ( | ( | ( | ||
| Return on ordinary activities | |||||||
before finance costs and taxation | |||||||
Finance costs | 5 | ( | ( | ( | |||
| Return on ordinary activities | |||||||
before taxation | |||||||
| Taxation – irrecoverable | |||||||
withholding tax | 6 | ( | ( | ( | ( | ||
| Return on ordinary activities | |||||||
after taxation | 7 | ||||||
| Return per Ordinary Share – | |||||||
basic and diluted (pence) | 7 |
The total column of this statement is the Income Statement of the Company prepared in accordance with UK-adopted international
accounting standards. The supplementary revenue return and capital return columns are presented in accordance with the Statement
of Recommended Practice issued by the Association of Investment Companies (“AIC SORP”).
The Directors have applied the exemption under Companies Act 2006 s408 allowing the parent company’s individual income statement
to be omitted from the accounts where group accounts have been prepared. The amount of the Company’s return for the financial year
is a return after tax of £28,694,000 (2024: £41,945,000).
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued
during the year.
There is no other comprehensive income, and therefore the return on ordinary activities after tax is also the total
comprehensive income.
The notes on pages 54 to 67 form part of these financial statements.
Strategic Report Financial StatementsGovernance Other Information
49 The Diverse Income Trust plc Annual Report 2025
Consolidated Statement of Changes in Equity
| Share | Capital | |||||||
| Share | premium | redemption | Special | Capital | Revenue | |||
| capital | account | reserve | reserve | reserve | reserve | Total | ||
Group | Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
As at 1 June 2024 | ||||||||
| Total comprehensive income: | ||||||||
Return for the year | ||||||||
| Transactions with shareholders | ||||||||
| recorded directly to equity: | ||||||||
Redemption of Ordinary shares 2024 | ||||||||
Expenses in relation to share cancellation | ( | ( | ||||||
Cancellation of Share premium account* | ( | |||||||
Equity dividends paid | 8 | ( | ( | |||||
As at 31 May 2025 | ||||||||
| * Following Court approval and the consequent registration of the Court Order with the Registrar of Companies, the cancellation of the Company’s Share | ||||||||
Premium account became effective and an amount of £ distributable. | Share | Capital | ||||||
| Share | premium | redemption | Special | Capital | Revenue | |||
| capital | account | reserve | reserve | reserve | reserve | Total | ||
Group | Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
As at 1 June 2023 | ||||||||
| Total comprehensive income: | ||||||||
Return for the year | ||||||||
| Transactions with shareholders | ||||||||
| recorded directly | ||||||||
| to equity: | ||||||||
Redemption of Ordinary shares 2023 | ( | ( | ( | |||||
Redemption of Ordinary shares 2024 | ( | ( | ||||||
Cancellation of Ordinary shares | ( | |||||||
Expenses in relation to share cancellation | ( | ( | ||||||
Equity dividends paid | 8 | ( | ( | |||||
As at 31 May 2024 |
The notes on pages 54 to 67 form part of these financial statements.
50
The Diverse Income Trust plc Annual Report 2025
Parent Company statement of Changes in Equity
Company Notes
Share
capital
£000
Share
premium
account
£000
Capital
redemption
reserve
£000
Special
reserve
£000
Capital
reserve
£000
Revenue
reserve
£000
Total
£000
As at 1 June 2024 286 197,039 152 – 19,423 15,917 232,817
Total comprehensive income:
Net return for the year – – – – 17,188 11,506 28,694
Transactions with shareholders
recorded directly to equity:
Redemption of Ordinary shares 2024 – – – – 4 – 4
Expenses in relation to
share cancellation – – – (29) – – (29)
Cancellation of
Share premium account* – (197,039) – 197,039 – – –
Equity dividends paid 8 – – – – – (10,165) (10,165)
As at 31 May 2025 286 – 152 197,010 36,615 17,258 251,321
* Following Court approval and the consequent registration of the Court Order with the Registrar of Companies, the cancellation of the Company’s Share
Premium account became effective and an amount of £197,039,000 was transferred from the Share Premium account to the Special Reserve which
is distributable.
Company Notes
Share
capital
£000
Share
premium
account
£000
Capital
redemption
reserve
£000
Special
reserve
£000
Capital
reserve
£000
Revenue
reserve
£000
Total
£000
As at 1 June 2023 406 197,039 32 15,699 86,971 15,232 315,379
Total comprehensive income:
Net return for the year – – – – 28,041 13,904 41,945
Transactions with shareholders
recorded directly
to equity:
Redemption of Ordinary shares 2023 – – – (15,699) (17,655) – (33,354)
Redemption of Ordinary shares 2024 – – – – (77,930) – (77,930)
Cancellation of Ordinary shares (120) – 120 – – – –
Expenses in relation to
share cancellation – – – – (4) – (4)
Equity dividends paid 8 – – – – – (13,219) (13,219)
As at 31 May 2024 286 197,039 152 – 19,423 15,917 232,817
The notes on pages 54 to 67 form part of these financial statements.
Strategic Report Financial StatementsGovernance Other Information
51 The Diverse Income Trust plc Annual Report 2025
Notes
| Group | Group | Company | Company | ||
| 31 May 2025 | 31 May 2024 | 31 May 2025 | 31 May 2024 | ||
| £000 | £000 | £000 | £000 | ||
| Non-current assets: | |||||
Investments held at fair value through profit or loss | 11 | 246,479 | 292,692 | ||
| Current assets: | |||||
Trade and other receivables | 15 | 1,760 | 2,258 | ||
Cash and cash equivalents | 6,282 | 17,027 | |||
8,042 | 19,285 | ||||
| Current liabilities: | |||||
Trade and other payables | 16 | ( | ( | (3,200) | (1,230) |
Redemption Pool liability | 9, 16 | ( | – | (77,930) | |
( | ( | (3,200) | (79,160) | ||
Net current assets/(liabilities) | ( | 4,842 | (59,875) | ||
Total net assets | 251,321 | 232,817 | |||
| Capital and reserves | |||||
Share capital – Ordinary shares | 9 | 236 | 236 | ||
Share capital – management shares | 9 | 50 | 50 | ||
Share premium account | – | 197,039 | |||
Capital redemption reserve | 152 | 152 | |||
Special reserve | 197,010 | – | |||
Capital reserve | 36,615 | 19,423 | |||
Revenue reserve | 17,258 | 15,917 | |||
Shareholders’ funds | 251,321 | 232,817 |
Company No: 07584303
The notes on pages 54 to 67 form part of these financial statements.
Consolidated and Parent Company Balance Sheets
52 The Diverse Income Trust plc Annual Report 2025
| Group | Group | Company | Company | |
| 31 May 2025 | 31 May 2024 | 31 May 2025 | 31 May 2024 | |
| £000 | £000 | £000 | £000 | |
| Operating activities: | ||||
Net return before taxation | 28,828 | 42,140 | ||
Gains on investments and derivatives held at fair value through profit or loss | ( | ( | (18,544) | (29,828) |
Finance costs | – | 9 | ||
Decrease in trade and other receivables | 713 | 20 | ||
Increase/(decrease) in trade and other payables | ( | 240 | (46) | |
Withholding tax paid | ( | ( | (134) | (195) |
Net cash inflow from operating activities | 11,103 | 12,100 | ||
| Investing activities: | ||||
Purchase of investments | ( | ( | (71,308) | (55,893) |
Sale of investments | 137,579 | 72,930 | ||
Net cash inflow from investing activities | 66,271 | 17,037 | ||
| Financing activities: | ||||
Cancellation of shares | ( | ( | (77,925) | (33,354) |
Expenses in relation to share cancellation | ( | ( | (29) | (4) |
Revolving credit facility non-utilisation fee paid | ( | – | (9) | |
Equity dividends paid | ( | ( | (10,165) | (13,219) |
Net cash outflow from financing activities | ( | ( | (88,119) | (46,586) |
Decrease in cash and cash equivalents | ( | ( | (10,745) | (17,449) |
| Reconciliation of net cash flow movement in funds: | ||||
Cash and cash equivalents at the start of the year | 17,027 | 34,476 | ||
Net cash outflow from cash and cash equivalents | ( | ( | (10,745) | (17,449) |
Cash and cash equivalents at the end of the year | 6,282 | 17,027 | ||
| Cash and cash equivalents comprise the following: | ||||
Cash at bank | 6,282 | 17,027 | ||
6,282 | 17,027 |
The notes on pages 54 to 67 form part of these financial statements.
Consolidated and Parent Company Cash Flow Statements
Strategic Report Financial StatementsGovernance Other Information
53 The Diverse Income Trust plc Annual Report 2025
Notes to the Consolidated Financial Statements
54 The Diverse Income Trust plc Annual Report 2025
Strategic Report Financial StatementsGovernance Other Information
55 The Diverse Income Trust plc Annual Report 2025
Notes to the Consolidated Financial Statements continued
56 The Diverse Income Trust plc Annual Report 2025
Year ended 31 May 2025 | Year ended 31 May 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Income from investments: | ||||||
UK dividends | 8,939 | – | 8,939 | 10,511 | – | 10,511 |
UK REIT dividend income | 461 | – | 461 | 486 | – | 486 |
Non-sterling dividend income* | 2,553 | – | 2,553 | 3,896 | – | 3,896 |
11,953 | – | 11,953 | 14,893 | – | 14,893 | |
| Other income | ||||||
Bank deposit interest | 969 | – | 969 | 659 | – | 659 |
Exchange gains/(losses) | 5 | – | 5 | (2) | – | (2) |
Total income | 12,927 | – | 12,927 | 15,550 | – | 15,550 |
Year ended 31 May 2025 | Year ended 31 May 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
Management fee | 452 | 1,355 | 1,807 | 591 | 1,774 | 2,365 |
Strategic Report Financial StatementsGovernance Other Information
57 The Diverse Income Trust plc Annual Report 2025
| Year ended | Year ended | |
| 31 May 2025 | 31 May 2024 | |
| £000 | £000 | |
Fund Administration and Secretarial services | 174 | 162 |
| Auditor’s remuneration for: | ||
Audit of the Group’s financial statements (payable by the Company only) | 56 | 51 |
Directors’ fees (see the Directors’ Remuneration Report on pages 40 to 42) | 177 | 175 |
Other expenses | 428 | 468 |
835 | 856 |
Year ended 31 May 2025 | Year ended 31 May 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| £0m (2024: £5m) revolving loan facility | ||||||
loan arrangement fee | – | – | – | 2 | 8 | 10 |
| £0m (2024: £5m) revolving loan facility | ||||||
non-utilisation fee | – | – | – | 2 | 4 | 6 |
– | – | – | 4 | 12 | 16 |
Year ended 31 May 2025 | Year ended 31 May 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| Current tax: | ||||||
Overseas withholding tax suffered | 134 | – | 134 | 195 | – | 195 |
Total Overseas withholding tax suffered | 134 | – | 134 | 195 | – | 195 |
Notes to the Consolidated Financial Statements continued
58 The Diverse Income Trust plc Annual Report 2025
Year ended 31 May 2025 | Year ended 31 May 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
Return on activities before taxation | 11,640 | 17,188 | 28,828 | 14,099 | 28,041 | 42,140 |
| Theoretical tax at UK corporation tax rate | ||||||
of 25% (2024: 25%) | 2,910 | 4,297 | 7,207 | 3,525 | 7,010 | 10,535 |
| Effects of: | ||||||
– UK dividends that are not taxable | (2,235) | – | (2,235) | (2,628) | – | (2,628) |
– Overseas dividends that are not taxable | (620) | – | (620) | (973) | – | (973) |
– Non-taxable investment gains | – | (4,636) | (4,636) | – | (7,456) | (7,456) |
– Overseas taxation suffered | 134 | – | 134 | 195 | – | 195 |
– Unrelieved expenses | (55) | 339 | 284 | 76 | 446 | 522 |
Actual current tax charge | 134 | – | 134 | 195 | – | 195 |
Year ended 31 May 2025 | Year ended 31 May 2024 | |||||
Revenue | Capital | Total | Revenue | Capital | Total | |
| Basic & diluted | ||||||
Net profit (£’000) | 11,506 | 17,188 | 28,694 | 13,904 | 28,041 | 41,945 |
Weighted average number of Ordinary shares in issue | 236,393,165 | 319,642,124 | ||||
Return per ordinary share (pence) | 4.87 | 7.27 | 12.14 | 4.35 | 8.77 | 13.12 |
Strategic Report Financial StatementsGovernance Other Information
59 The Diverse Income Trust plc Annual Report 2025
Year ended 31 May 2025 | Year ended 31 May 2024 | |||
£000 | pence | £000 | pence | |
| In respect of the previous year: | ||||
Third interim dividend | 2,482 | 1.05 | 3,026 | 0.95 |
Final dividend | 2,837 | 1.20 | 3,822 | 1.20 |
| In respect of the year under review: | ||||
First interim dividend | 2,364 | 1.00 | 3,185 | 1.00 |
Second interim dividend | 2,482 | 1.05 | 3,186 | 1.00 |
Dividends distributed during the year | 10,165 | 13,219 |
| Year ended | Year ended | |
| 31 May 2025 | 31 May 2024 | |
| £000 | £000 | |
Revenue available for distribution by way of dividends for the year | 11,506 | 13,904 |
Declared first interim dividend 1.00p (2024: 1.00p) per ordinary share | (2,364) | (3,185) |
Declared second interim dividend 1.05p (2024: 1.00p) per ordinary share | (2,482) | (3,186) |
Declared third interim dividend 1.10p (2024: 1.05p) per ordinary share | (2,600) | (2,482) |
Proposed final dividend of | ( | ( |
Estimated revenue reserve retained for the year | 1,852 | 2,214 |
31 May 2025 | 31 May 2024 | |||
number | £000 | number | £000 | |
Ordinary shares of 0.1p each Opening balance | 236,393,165 | 236 | 355,870,647 | 356 |
Cancellation of Ordinary shares | – | – | (119,477,482) | (120) |
236,393,165 | 236 | 236,393,165 | 236 | |
| Management shares of £1 | ||||
Opening balance | 50,000 | 50 | 50,000 | 50 |
286 | 286 |
Notes to the Consolidated Financial Statements continued
60 The Diverse Income Trust plc Annual Report 2025
| Net asset | Net asset | |||
| value per | Net assets | value per | Net assets | |
| share | attributable | share | attributable | |
| 31 May 2025 | 31 May 2025 | 31 May 2024 | 31 May 2024 | |
| pence | £’000 | pence | £’000 | |
– Basic and diluted | 106.69 | 252,217 | 98.87 | 233,713 |
Strategic Report Financial StatementsGovernance Other Information
61 The Diverse Income Trust plc Annual Report 2025
| 31 May 2025 | 31 May 2024 | |
| £000 | £000 | |
| Investment portfolio summary: | ||
Opening book cost | 270,990 | 294,599 |
Opening investment holding gains/(losses) | 21,702 | (15,666) |
Total opening investments classified at fair value | 292,692 | 278,933 |
| Analysis of investment portfolio movements | ||
Opening fair value | 292,692 | 278,933 |
| Movements in the year: | ||
Purchases at cost | 73,037 | 55,893 |
Sales – proceeds | (137,794) | (72,810) |
Movement in investment holding gains | 18,544 | 30,676 |
Closing fair value | 246,479 | 292,692 |
Closing book cost | 223,331 | 270,990 |
Closing investment holding gains | 23,148 | 21,702 |
Closing fair value | 246,479 | 292,692 |
| Year ended | Year ended | |
| 31 May 2025 | 31 May 2024 | |
| £000 | £000 | |
| Transaction costs: | ||
Costs on acquisitions | 238 | 241 |
Costs on disposals | 83 | 44 |
321 | 285 |
Notes to the Consolidated Financial Statements continued
62 The Diverse Income Trust plc Annual Report 2025
| Level 1 | Level 2 | Level 3 | Total | |
| £000 | £000 | £000 | £000 | |
| Financial assets at fair value through profit or loss at 31 May 2025 | ||||
Equity investments | 246,479 | – | – | 246,479 |
246,479 | – | – | 246,479 | |
| Level 1 | Level 2 | Level 3 | Total | |
| £000 | £000 | £000 | £000 | |
| Financial assets at fair value through profit or loss at 31 May 2024 | ||||
Equity investments | 288,285 | – | 4,407 | 292,692 |
288,285 | – | 4,407 | 292,692 |
| As at | As at | |
| 31 May 2025 | 31 May 2024 | |
| Level 3 | Level 3 | |
| £000 | £000 | |
Opening fair value investments | 4,407 | – |
Sale proceeds | – | (644) |
Realised losses on sales | – | (1,408) |
Transfer from Level 2 to Level 3 | – | 5,051 |
Transfer from Level 3 to Level 1 | (4,407) | – |
Movement in unrealised investment holding (losses)/gains | – | 1,408 |
Closing fair value of Level 3 investments | – | 4,407 |
Strategic Report Financial StatementsGovernance Other Information
63 The Diverse Income Trust plc Annual Report 2025
| As at | As at | |
| 31 May 2025 | 31 May 2024 | |
| Listed Put options at fair value through profit or loss at 31 May 2025 | £000 | £000 |
Opening book cost | – | 4,364 |
Opening investment holding losses | – | (3,516) |
Total investments designated at fair value | – | 848 |
| As at | As at | |
| 31 May 2025 | 31 May 2024 | |
| Listed Put options at fair value through profit or loss at 31 May 2025 | £000 | £000 |
| Analysis of investment portfolio movements | ||
Opening valuation | – | 848 |
Movement in holding losses | – | (848) |
Closing fair valuation | – | – |
Closing book cost | – | – |
Closing unrealised (loss)/gains | – | – |
Closing fair value | – | – |
Group | Company | |||
| 31 May 2025 | 31 May 2024 | 31 May 2025 | 31 May 2024 | |
| £000 | £000 | £000 | £000 | |
Amounts due from brokers | 228 | 13 | 228 | 13 |
Income receivable | 1,390 | 1,585 | 1,390 | 1,585 |
Taxation recoverable | 37 | 564 | 37 | 564 |
Prepayments and other debtors | 105 | 96 | 105 | 96 |
1,760 | 2,258 | 1,760 | 2,258 |
Notes to the Consolidated Financial Statements continued
64 The Diverse Income Trust plc Annual Report 2025
| Group Company | ||||
| 31 May 2025 | 31 May 2024 | 31 May 2025 | 31 May 2024 | |
| £000 | £000 | £000 | £000 | |
Amounts due to brokers | 1,730 | – | 1,730 | – |
Amounts due to subsidiary | – | – | 896 | 896 |
Accruals and other creditors | 574 | 334 | 574 | 334 |
2,304 | 334 | 3,200 | 1,230 | |
Trade and other payables | 2,304 | 334 | 3,200 | 1,230 |
Redemption Pool liability | – | 77,930 | – | 77,930 |
2,304 | 78,264 | 3,200 | 79,160 |
Strategic Report Financial StatementsGovernance Other Information
65 The Diverse Income Trust plc Annual Report 2025
| Weighted | |||
| average | Floating | Fixed | |
| interest rate | rate | rate | |
| As at 31 May 2025 | % | £000 | £000 |
| Assets and liabilities | |||
Cash at bank | – | 6,282 | – |
6,282 | – |
| Weighted | |||
| average | Floating | Fixed | |
| interest rate | rate | rate | |
| As at 31 May 2024 | % | £000 | £000 |
| Assets and liabilities | |||
Cash at bank | – | 17,027 | – |
17,027 | – |
Notes to the Consolidated Financial Statements continued
66 The Diverse Income Trust plc Annual Report 2025
| 2025 | 2024 | |
| £000 | £000 | |
| The Company’s capital at 31 May comprised: | ||
| Equity: | ||
Equity share capital | 286 | 286 |
Retained earnings and other reserves | 251,931 | 233,427 |
Total shareholders’ funds | 252,217 | 233,713 |
Debt as a % of net assets | 0.00% | 0.00% |
Strategic Report Financial StatementsGovernance Other Information
67 The Diverse Income Trust plc Annual Report 2025
Shareholder Information (unaudited)
The Company was incorporated on
30 March 2011. Following a placing and
offer for subscription, the ordinary shares
were admitted to trading on the London
Stock Exchange on 28 April 2011.
Capital Structure
The Company’s share capital consists of
redeemable ordinary shares of 0.1p each
with one vote per share and non-voting
management shares of £1 each. From time
to time, the Company may issue C ordinary
shares of 1p each with one vote per share.
The Company’s shares have the
following rights:
Voting
The ordinary and C shares have equal
voting rights. At shareholder meetings,
members present in person or by proxy
have one vote on a show of hands and on
a poll have one vote for each share held.
Management shares are non-voting.
Dividends
The assets of the ordinary and C shares
are separate and each class is entitled to
dividends declared on their respective
asset pool. The management shares
are entitled to receive, in priority to the
holders of any other class of shares, a fixed
cumulative dividend equal to 0.00001p
per annum.
Capital
If there are any C shares in issue, the
surplus capital and assets of the Company
shall, on a winding-up or on a return of
capital, be applied amongst the existing
ordinary shareholders and the management
shareholders pro rata according to the
nominal capital paid up on their holdings
after having deducted there from an amount
equivalent to the assets and liabilities
relating to the C shares, which amount shall
be applied amongst the C shareholders pro
rata according to the nominal capital paid
up on their holdings of C shares.
When there are no C shares in issue, any
surplus shall be divided amongst the
ordinary shareholders and management
shareholders pro rata according to the
nominal capital paid up on their holdings of
ordinary shares and management shares.
In each instance, the holders of the
management shares shall only receive
an amount up to the capital paid up
on such management shares and the
management shares shall not confer the
right to participate in any surplus remaining
following payment of such amount.
As at the date of this Report, there were
236,393,165 ordinary shares in issue, none
of which were held in treasury, and 50,000
management shares.
The Company has a redemption facility
through which shareholders are entitled
to request the redemption of all or part
of their holding of ordinary shares on an
annual basis. The Board may, at its absolute
discretion, elect not to operate the annual
redemption facility in whole or in part,
although it has indicated that it is minded to
approve all requests.
Further details of the capital structure
can be found in note 9 to the
financial statements.
Investment Objective
The Company’s investment objective is to
provide shareholders with an attractive and
growing level of dividends coupled with
capital growth over the long term.
Investment Policy
The Company invests primarily in UK-
quoted or traded companies with a wide
range of market capitalisations, but a
long-term bias toward small and mid-cap
equities. The Company may also invest in
large cap companies, including FTSE 100
constituents, where it is believed that this
may increase shareholder value.
The Manager adopts a stock specific
approach in managing the Company’s
portfolio and therefore sector weightings
are of secondary consideration. As a result
of this approach, the Company’s portfolio
does not track any benchmark index.
The Company may utilise derivative
instruments including index-linked notes,
contracts for differences, covered options
and other equity-related derivative
instruments for efficient portfolio
management, gearing and investment
purposes. Any use of derivatives for
investment purposes will be made on
the basis of the same principles of risk
spreading and diversification that apply
to the Company’s direct investments, as
described below. The Company will not
enter into uncovered short positions.
Risk Diversification
Portfolio risk is mitigated by investing
in a diversified spread of investments.
Investments in any one company shall not,
at the time of acquisition, exceed 15% of
the value of the Company’s investment
portfolio. Typically it is expected that the
Company will hold a portfolio of around
100 securities, most of which will represent
no more than 1.5% of the value of the
Company’s investment portfolio as at the
time of acquisition.
The Company will not invest more than
10% of its gross assets, at the time of
acquisition, in other listed closed-ended
investment funds, whether managed
by the Manager or not, except that this
restriction shall not apply to investments
in listed closed-ended investment funds
which themselves have stated investment
policies to invest no more than 15% of
their gross assets in other listed closed-
ended investment funds. In addition to
this restriction, the Directors have further
determined that no more than 15% of the
Company’s gross assets will, at the time
of acquisition, be invested in other listed
closed-ended investment funds (including
investment trusts) whether or not such
funds have stated policies to invest no more
than 15% of their gross assets in other listed
closed-ended investment funds.
Unquoted Investments
The Company may invest in unquoted
companies from time to time subject to prior
Board approval. Investments in unquoted
companies in aggregate will not exceed 5%
of the value of the Company’s investment
portfolio as at the time of investment.
Borrowing and
GearingPolicy
The Board considers that long-term
capital growth can be enhanced by the
use of gearing which may be through
bank borrowings and the use of derivative
instruments such as contracts for
differences. The Company may borrow
(through bank facilities and derivative
instruments) up to 15% of NAV (calculated
at the time of borrowing).
The Board oversees the level of gearing in
the Company, and reviews the position with
the Manager on a regular basis.
In the event of a breach of the investment
policy set out above and the investment
and gearing restrictions set out therein,
the Manager shall inform the Board upon
becoming aware of the same and if the
Board considers the breach to be material,
notification will be made to the LSE.
No material change will be made to the
investment policy without the approval of
shareholders by ordinary resolution.
68
The Diverse Income Trust plc Annual Report 2025
Share Dealing
Shares can be traded through your
usual stockbroker.
Share Register Enquiries
The register for the ordinary shares is
maintained by MUFG Corporate Markets.
In the event of queries regarding your
holding, please contact the Registrar on
0371 664 0300 or on +44 (0)371 664 0300
from outside the UK (calls are charged
at the standard geographic rate and will
vary by provider; calls outside the UK will
be charged at the applicable international
rate). Lines are open 9.00am to 5.30pm,
Monday to Friday, excluding public holidays
in England and Wales. You can also email
shareholderenquiries@cm.mpms.mufg.com.
Changes of name and/or address must
be notified in writing to the Registrar:
Shareholder Services, MUFG Corporate
Markets, 29 Wellington Street, Leeds
LS1 4DL.
Electronic Communications
from the Company
Shareholders now have the opportunity to
be notified by email when the Company’s
Annual Report, half-yearly report and
other formal communications are available
on the Company’s website, instead of
receiving printed copies by post. This has
environmental benefits in the reduction of
paper, printing, energy and water usage, as
well as reducing costs to the Company.
If you have not already elected to receive
electronic communications from the
Company and wish to do so, please contact
the Registrar using the details on this
page 80. Please have your investor code
to hand.
Share Capital and Net Asset
Value Information
Share Prices
The Company’s shares are listed on the
LSE under ‘Investment Trusts’. The
share price is available on the website,
www.diverseincometrust.com.
Annual and Half-
YearlyReports
Copies of the Annual and Half-Yearly
Reports are available on the Company’s
website, www.diverseincometrust.com, or
from the Registrar on telephone number
0371 664 0391 or shareholderenquiries@
cm.mpms.mufg.com.
Manager: Premier Portfolio
Managers Limited
The Company’s Manager is Premier
Portfolio Managers Limited, a wholly-
owned subsidiary of Premier Miton Group
plc. Premier Miton Group is listed on AIM.
As at 30 June 2025, Premier Miton
Group managed £10.5bn of assets
under management.
Members of the fund management team
invest in their own funds and are significant
shareholders in the Premier Miton Group.
Investor updates in the form of monthly
factsheets are available from the
Company’s website,
www.diverseincometrust.com.
Assocation Investment
Companies
The Company is a member of the AIC.
Retail Investors advised
byIFAs
The Company currently conducts its affairs
so that the shares issued by the Company
can be recommended by IFAs to ordinary
retail investors in accordance with the
FCA rules in relation to non-mainstream
investment products and intends to
continue to do so for the foreseeable future.
The shares are excluded from the FCA’s
restrictions which apply to non-mainstream
investment products because they are
shares in an investment trust.
Historic Dividend Record
Year ended 31 May:
2016
pence
2017
pence
2018
pence
2019
pence
2020
pence
2021
pence
2022
pence
2023
pence
2024
pence
2025
pence
First interim dividend 0.65 0.70 0.75 0.80 0.85 0.85 0.90 0.95 1.00 1.00
Second interim
dividend
0.65 0.70 0.80 0.85 0.90 0.90 0.90 0.95 1.00 1.05
Third interim dividend 0.75 0.80 0.85 0.90 0.90 0.90 0.90 0.95 1.05 1.10
Fourth interim dividend
Final dividend 0.75 0.80 1.00 1.10 1.05 1.10 1.20 1.20 1.20 1.35
1
Special dividend – 0.40
2
0.23
2
0.16
2
2.80 3.40 3.63 3.81 3.70 3.75 3.90 4.05 4.25 4.50
1 Proposed.
2 A special dividend was paid for the years ended 31 May 2017, 31 May 2018 and 31 May 2019, reflecting years when many special dividends were
also paid by the companies in the portfolio.
Ordinary Shares 236,393,165*
SEDOL Number B65TLW2
ISIN Number GB00B65TLW28
The Company releases its NAV per share
daily to the LSE.
August 2025 Annoucement of
annual results
Payment of third
interim dividend
October 2025 Annual General Meeting
November
2025
Half year-end
Payment of final dividend
January 2026 Annoucement of half-
yearly results
February 2026 Payment of first interim
dividend
May 2026 Year end
Payment of second
interim dividend
August 2026 Redemption Point
Strategic Report Financial StatementsGovernance Other Information
69 The Diverse Income Trust plc Annual Report 2025
Notice of Annual General Meeting
This document is important and requires your immediate attention. If you are in any doubt as to the
action you should take, you are recommended to seek your own financial advice from your stockbroker
or other independent adviser authorised under the Financial Service and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in The Diverse Income Trust plc (the
“Company”), please forward this document as soon as possible to the purchaser or transferee or to
the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission
to the purchaser or transferee.
NOTICE IS HEREBY GIVEN that the thirteenth ANNUAL GENERAL MEETING of The Diverse Income Trust plc will be held on Wednesday,
8 October 2025 at 11.30 am at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH to consider and vote on the
Resolutions below.
Resolutions 1 to 11 (inclusive) will be proposed as Ordinary Resolutions and Resolutions 12 to 14 (inclusive) will be proposed as
Special Resolutions.
Ordinary Resolutions
Resolution 1
To receive and adopt the Strategic Report, Reports of the Directors and Auditor and the audited financial statements for the year ended
31 May 2025.
Resolution 2
To receive and approve the Directors’ Remuneration Report for the year ended 31 May 2025.
Resolution 3
To re-elect Mr Bell as a Director of the Company.
Resolution 4
To re-elect Mr Crole as a Director of the Company.
Resolution 5
To re-elect Ms Kemsley-Pein as a Director of the Company.
Resolution 6
To re-elect Ms McGrade as a Director of the Company.
Resolution 7
To re-elect Mr Thomson as a Director of the Company.
Resolution 8
To re-appoint BDO LLP as the Auditor of the Company to hold office from the conclusion of the meeting until the conclusion of the next
meeting at which financial statements are laid before the Company.
Resolution 9
To authorise the Audit Committee to determine the remuneration of the Auditor of the Company.
Resolution 10
To declare a final dividend of 1.35p per ordinary share for the year ended 31 May 2025.
Resolution 11
THAT:
The Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006
(“the Act”) to exercise all the powers of the Company to allot ordinary shares of 0.1 pence each in the capital of the Company (“ordinary
shares”) up to an aggregate nominal amount of £23,639 (being approximately 10% of the issued ordinary share capital of the Company
at the date of this Notice) during the period commencing on the date of the passing of this Resolution and expiring at the conclusion of
the Annual General Meeting of the Company to be held in 2026 (unless previously renewed, varied or revoked by the Company in general
meeting) (the “Section 551 period”), but so that the Company may, at any time prior to the expiry of the Section 551 period, make offers or
agreements which would or might require ordinary shares to be allotted after the expiry of the Section 551 period and the Directors may
allot ordinary shares in pursuance of such offers or agreements as if the authority had not expired.
70 The Diverse Income Trust plc Annual Report 2025
Special Resolutions
Resolution 12
THAT:
Subject to the passing of Resolution 11, the Directors be and they are hereby empowered, in accordance with Sections 570 and 573 of
the Companies Act 2006 (“the Act”), to allot ordinary shares of 0.1 pence each in the capital of the Company (“ordinary shares”) for cash
pursuant to the authority conferred on the Directors by Resolution 11 above, and to sell ordinary shares from treasury for cash as if Section
561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £23,639 (being approximately 10% of
the issued ordinary share capital of the Company at the date of this Notice), such power to expire at the conclusion of the Annual General
Meeting of the Company to be held in 2026 (unless previously renewed, varied or revoked by the Company in general meeting) save that
the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require
ordinary shares to be allotted or sold after the expiry of such power and the Directors may allot or sell ordinary shares in pursuance of
such an offer or agreement as if such power had not expired.
Resolution 13
THAT:
The Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make market purchases
(within the meaning of Section 693(4) of the Companies Act 2006 (“the Act”)) of ordinary shares of 0.1p each in the capital of the
Company (“ordinary shares”) provided that:
a) the maximum number of ordinary shares hereby authorised to be purchased is 35,435,335 (representing 14.99% of the ordinary
shares in issue at the date of this Notice);
b) the minimum price which may be paid for each ordinary share is 0.1p;
c) the maximum price which may be paid for each ordinary share shall not be more than the higher of: (i) an amount equal to
105% of the average of the middle market quotations of ordinary shares taken from the Daily Official List of the London Stock
Exchange for the five business days immediately preceding the day on which the contract of purchase is made; and (ii) the
higher of the price of the last independent trade in the ordinary shares and the highest then current independent bid for the
ordinary shares on the London Stock Exchange;
d) this authority will (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the
Annual General Meeting of the Company to be held in 2026;
e) the Company may make a contract of purchase for ordinary shares under this authority before this authority expires which will or may
be executed wholly or partly after its expiration; and
f) any ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in
treasury and if held in treasury, may be resold from treasury or cancelled at the discretion of the Directors.
Resolution 14
THAT:
A general meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice.
By order of the Board
MUFG Corporate Governance Limited
Company Secretary
Registered Office:
19th Floor,
51 Lime Street,
London,
EC3M 7DQ
12 August 2025
Strategic Report Financial StatementsGovernance Other Information
71 The Diverse Income Trust plc Annual Report 2025
Explanatory Notes to the Notice of Meeting
As a shareholder, you have the right to attend, speak and vote at the forthcoming AGM or at any adjournment(s) thereof. In order to
exercise all or any of these rights, you should read the following explanatory notes to the business of the AGM.
Note 1
To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of
votes they may cast) members must be entered on the Company’s register of members at close of business on 6 October 2025
(or in the event that the meeting is adjourned, only those shareholders registered on the register of members of the Company
as at close of business on the day which is 48 hours prior to the adjourned meeting). Changes to entries on the register of
members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting. 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 share of which he/she is the holder.
Any question relevant to the business of the AGM may be asked at the meeting by anyone permitted to speak at the meeting.
You may alternatively submit your question in advance of the meeting via email addressed to the Secretary at diverse_cosec@
cm.mpms.mufg.com.
Note 2
A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and
vote on his/her behalf at the meeting. A proxy need not be a member of the Company. To be validly appointed, a proxy must be
appointed using the procedures set out in these notes and in the notes to any hard copy form of proxy (if applicable).
A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights
attached to different shares held by that member. A member may not appoint more than one proxy to exercise rights attached
to any one share.
A member may instruct their proxy to abstain from voting on any resolution to be considered at the AGM by marking the ‘Vote
Withheld’ option when appointing their proxy. A vote withheld is not a vote in law, which means that the vote will not be counted
in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting
at his or her discretion.
The appointment of a proxy will not prevent a member from attending the AGM and voting in person if he/she so wishes. If you
have appointed a proxy and vote at the AGM in person in respect of shares for which you have appointed a proxy, your proxy
appointment in respect of those shares will automatically be terminated.
In order for a proxy appointment to be valid, your appointment must be received no later than 11.30 am on 6 October 2025
(being 48 hours prior to the meeting excluding non-working days).
Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will
vote as they think fit or, at their discretion, withhold from voting.
Note 3
Members may appoint a proxy online at uk.investorcentre.mpms.mufg.com (the “Website”) by following the on-screen
instructions, in particular at the ‘Proxy Voting’ link, by no later than the deadline set out in note 2 above. In order to appoint a
proxy using the Website, members will need to log into their Investor Centre account or register if they have not previously done
so. To register, members will need to identify themselves with their Investor Code, which is detailed on their share certificate
or available from the Company’s Registrar, MUFG Corporate Markets, on 0371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.
Lines are open between 9.00am and 5.30pm, Monday to Friday, excluding public Holidays in England and Wales.
Note 4
You may request a Hard copy form of proxy directly from the Registrar, MUFG Corporate Markets, on Tel: 0371 664 0300 or by
emailing shareholderenquiries@cm.mpms.mufg.com
To be effective, the completed and signed form of proxy must be lodged at the offices of MUFG Corporate Markets, PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL (together with any power of attorney or other authority under which
it is signed or a notarially certified copy of such power or authority) by no later than the deadline set out in note 2 above.
Alternatively, you may send any document or information relating to proxies to the electronic address indicated on the form
of proxy.
To appoint more than one proxy using a Hard copy form of proxy, you may photocopy the form of proxy. Please indicate
the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in
aggregate, should not exceed the number of shares Held by you). Please also indicate if the proxy instruction is one of multiple
instructions being given. If possible, all forms should be returned together in the same envelope.
Notice of Annual General Meeting continued
72 The Diverse Income Trust plc Annual Report 2025
Note 5
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do
so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST
sponsored members, and those CREST members who Have appointed a voting service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a
“CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain
the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be
transmitted so as to be received by the Company’s agent ID RA10 by the latest time for receipt of proxy appointments specified
in note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not
make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore
apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member or sponsored member or Has appointed a voting service provider(s),
to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by any particular time. in this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Note 6
If you are an institutional investor you may also 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 11.30am on 6 October 2025 in order to be considered valid or, if the
meeting is adjourned, by the time which is 48 Hours before the time of the adjourned meeting. 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. An electronic proxy
appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform
instructing the removal of your proxy vote.
Note 7
In the case of joint Holders of a share, where more than one of the joint Holders purports to appoint a proxy (in Hard copy, by
electronic means or through CREST or Proxymity), the vote of the senior Holder who tenders a vote shall be accepted to the
exclusion of the vote or votes of the other joint Holder or Holders, and seniority shall be determined by the order in which the
names of the Holders stand in the register. For a proxy appointment submitted by Hard copy, the signature of only one of the
joint Holders is required on the form of proxy.
Note 8
To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the
cut-off time for receipt of proxy appointments (see note 2) also applies in relation to amended instructions; any amended proxy
appointment received after the relevant cut-off time will be disregarded.
If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the
latest time for the receipt of proxies will take precedence.
Note 9
In order to revoke a proxy instruction, you will need to inform the Company by sending a signed notice clearly stating your
intention to revoke your proxy appointment to MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds,
LS1 4DL. In the case of a member that is a company, the revocation notice must be executed under its common seal or signed
on its behalf by an officer of the company or a duly appointed attorney for the company. Any power of attorney or any other
authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included
with the revocation notice. the revocation notice must be received by MUFG Corporate Markets no later than 11.30am on
6 October 2025. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, then
your proxy appointment will remain valid.
Note 10
A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (“the Act”) 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 AGM. 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 note 2 above do not apply to a Nominated
Person. the rights described in this note can only be exercised by registered members of the company.
Note 11
As at 12 August 2025 (being the latest practicable day prior to the publication of this notice), the Company’s issued share
capital consisted of 50,000 non-voting management shares and 236,393,165 ordinary shares, carrying one vote each, none of
which were held in treasury. Therefore, the total number of voting rights amounted to 236,393,165 votes.
Strategic Report Financial StatementsGovernance Other Information
73 The Diverse Income Trust plc Annual Report 2025
Note 12
Any corporation which is a member may appoint one or more corporate representatives who may exercise on its behalf all
of its powers as a member provided that they do not do so in relation to the same shares. To be able to attend and vote at the
meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the
Company of their appointment.
Note 13
Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section
527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the
audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the
AGM; or (ii) 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 Act. The Company may not require the
shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act.
Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement
to the Company’s Auditor not later than the time when it makes the statement available on the website. The business which may
be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Act to publish
on a website.
Note 14
In accordance with Section 319A of the Act, the Company must cause any question relating to the business being dealt with at
the meeting put by a member attending the meeting to be answered. No such answer need be given if:
a) to do so would:
(i) interfere unduly with the preparation for the meeting; or
(ii) involve the disclosure of confidential information;
b) the answer has already been given on a website in the form of an answer to a question; or
c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Shareholders are encouraged to submit any questions in advance of the meeting via email addressed to the Secretary at
diverse_cosec@cm.mpms.mufg.com, as detailed in note 1.
Note 15
Members satisfying the thresholds in Section 338 of the Act may require the Company to give, to members of the Company
entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may properly
be moved) at the AGM. A resolution may properly be moved at the Annual General Meeting unless (i) it would, if passed, be
ineffective (whether by reason of any inconsistency with any enactment or the Company’s constitution or otherwise); (ii) it
is defamatory of any person; or (iii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or
electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it
and must be received by the Company not later than six weeks before the date of the AGM.
Note 16
Members satisfying the thresholds in Section 338A of the Act may request the Company to include in the business to be dealt
with at the AGM any matter (other than a proposed resolution) which may properly be included in the business at the AGM.
A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person or (ii) it is frivolous or
vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify grounds for the request,
must be authenticated by the person(s) making it and must be received by the Company not later than six weeks before the
date of the AGM.
Note 17
The Annual Report incorporating this Notice of AGM and, if applicable, any members’ statements, members’ resolutions or
members’ matters of business received by the Company after the dates of this Notice will be available on the Company’s
website, www.diverseincometrust.com.
Note 18
None of the Directors has a contract of service with the Company. A copy of the letters of appointment of the Directors will
be available for inspection at the registered office of the Company and can be requested from the Company Secretary during
usual business hours on any weekday (except weekends and public holidays) until the date of the meeting and at the place of
the meeting for a period of fifteen minutes prior to and during the meeting.
Note 19
You may not use any electronic address provided in this Notice to communicate with the Company for any purposes other than
those expressly stated.
Notice of Annual General Meeting continued
74 The Diverse Income Trust plc Annual Report 2025
Alternative Investment Fund Managers’ Directive Disclosures (unaudited)
Strategic Report Financial StatementsGovernance Other Information
75 The Diverse Income Trust plc Annual Report 2025
Alternative Investment Fund Managers’
Directive Disclosures
The provisions of the Alternative Investment Fund Managers
Directive (‘AIFMD’) took effect on 22 July 2014. That legislation
requires the AIFM to establish and mainta in remuneration policies
for its staff which are consistent with and promote sound and
effective risk management.
Pre-Investment Disclosures
The AIFM is required to make certain disclosures available to
investors in accordance with the AIFMD. Those disclosures
that are required to be made pre-investment can be found at
www.diverseincometrust.com/documents.
AIFMD Leverage Limits
The maximum level of leverage which the Manager may employ on
behalf of the Company and the levels as at 31 May 2024 are set out
below. A figure of 100% means that the exposure is equal to the net
asset value and the AIF has no leverage.
Leverage exposure
Maximum
gross
leverage
Maximum
commitment
Maximum Level 200% 200%
Actual Level 100% 100%
Remuneration Disclosure
Premier Portfolio Managers Limited (the ‘AIFM’) is part of a larger
group of companies with in which remuneration policies are the
responsibility of a Remuneration Committee comprised entirely
of non-executive directors. That committee has established a
remuneration policy which sets out a framework for determining
the level of fixed and variable remuneration of staff, including
maintaining an appropriate balance between the two.
Arrangements for variable remuneration within the group are
calculated primarily by reference to the performance of each
individual and the profitability of the relevant business unit. The
policies are designed to reward long-term performance and long
term profitability.
Within the group, all staff are employed by the parent company
with none employed directly by the AIFM. The costs of a number
of individuals are allocated between the entities within the group
based on the expected amount of time devoted to each.
The total remuneration of those individuals who are fully or partly
involved in the activities of the AIFM in relation to Alternative
Investment Funds, including the Company (‘AIFs’), including those
whose time is allocated between group entities, for the for the
financial year ending 30 September2024, is analysed below:
Fixed Remuneration £4,242,486
Variable Remuneration £1,823,893
Total £6,066,380
Weighted FTE Headcount: 47.
11 of the staff members included in the total remuneration figures
above are considered to be senior managernent or others whose
actions may have a material impact on the risk profile of the
fund. The table below provides an alternative analysis of the
remuneration data.
Aggregate remuneration of:
Significant Influence Functions £1,516,872
Senior Management Functions £248,371
Other staff £4,301,137
Total £6,066,380
The staff members included in the above analysis support all the
funds managed by the AlFM. It is not considered feasible or useful
to attempt to apportion these f igures to individual AlFs.
The AIFM’s management have reviewed the general principles of
the remuneration policy and its application in the last year which
has resulted in no material changes to the policy.
Glossary
76 The Diverse Income Trust plc Annual Report 2025
AIC
The Association of Investment Companies.
AIM
The Alternative Investment Market is a sub-market of the LSE. It allows smaller companies to float shares with a more flexible regulatory
system than applicable to the main market.
Alternative Performance Measure (“APM”)
An APM is a numerical measure of the Company’s current, historical or future financial performance, financial position or cash flows, other
than a financial measure defined or specified in the applicable financial framework.
The Company uses a number of APMs to provide information in order to assist the Board and the Investment Manager in monitoring the
Company in order for them to meet the objective of the Company, including the management of risk. These consist of, but are not limited
to, key performance and financial indicators set out in the various relevant parts of the Report.
Annual General Meeting (“AGM”)
All public companies have an AGM every year, and this is the opportunity for the shareholders to confirm their approval of the Annual
Report and financial statements, the annual dividend and the appointment of the Directors and Auditor. It is also a good time for
shareholders to meet the non-executive Directors. The Company’s AGM will be held on Tuesday, 15 October 2024 at 11.30 am at
the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. One of the fund managers will give shareholders a
presentation on the current position of the Company’s portfolio and some thoughts on the market outlook.
AQUIS Stock Exchange (“AQUIS”)
The AQUIS Stock Exchange (previously known as NEX, ICAP Securities and Derivatives Exchange or ISDX) operates two primary traded
market segments, the AQUIS Stock Exchange Main Market and the AQUIS Stock Exchange Growth Market. Both AQUIS Stock Exchanges
are focused on smaller enterprises, with the latter focused on both smaller and medium-sized enterprises.
Deutsche Numis Indices
Deutsche Numis provides a range of indices covering the entire UK equity market. Those mentioned in the report comprise the following:
The Deutsche Numis All-Share Index contains all fully listed stocks plus all stocks listed on AIM. This is one of the Trust’s
comparator indices.
The Deutsche Numis Large Cap Index targets the top 80% of the UK main list by value.
The Deutsche Numis Mid Cap Index targets the bottom 20% of the UK main market but excludes the smallest 5%. There is some
overlap with the Deutsche Numis Smaller Companies Index below.
The Deutsche Numis Smaller Companies Index or DNSCI targets the bottom 10% of the main UK market by value.
The Deutsche Numis Smaller Companies plus AIM Index includes all the constituents of the DNSCI and all companies listed on AIM that
fall below the DNSCI size cut-off. This is one of the Trust’s comparators.
The Deutsche Numis Alternative Markets Index covers all companies listed on qualifying alternative markets.
The indices above are all comparitor indices.
Discount*
†
If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. The size of the
discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per
share. If the share price is higher than the NAV per share, this situation is called a premium.
Discount Calculation 31 May 2025 31 May 2024
Closing NAV per share (p) 106.69 98.87 (a)
Closing share price (p) 103.00 89.40 (b)
Discount
c = (((b – a)/a)×100) (%) (3.46) (9.57) (c)
The average discount is calculated based on the daily discount/premium on which the shares have traded for the period under review.
The discount/premium and performance is calculated in accordance with guidelines issued by the AIC. The discount/premium is calculated
using the NAV per share inclusive of accrued income with debt at market value.
Financial Conduct Authority (“FCA”)
This regulator oversees the fund management industry, including the Company’s Manager.
Financial Reporting Council (“FRC”)
The FRC regulates UK auditors and provides guidance to accountants with the aim of promoting better transparency and integrity in the
annual reports of quoted businesses.
† Key Performance Indicators
* Alternative performance measure
Strategic Report Financial StatementsGovernance Other Information
77 The Diverse Income Trust plc Annual Report 2025
Gearing*
Gearing refers to the ratio of the Company’s debt to its equity capital. The Company may borrow money to invest in additional investments
for its portfolio. If the Company’s assets grow, the shareholders’ assets grow disproportionately because the debt remains the same. If
the value of the Company’s assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can
adversely impact performance in falling markets.
Group
The Company and its subsidiary, DIT Income Services Limited.
Growth Stock
A stock where the earnings are expected to grow at an above-average rate, leading to a faster than average growing share price. Growth
stocks do not usually pay a significant dividend.
Key Performance Indicators (“KPIs”)
KPIs are a short list of corporate attributes that are used to assess the general progress of the business and are outlined in this Report on
the inside front cover.
Mega Cap
“Mega cap” is a designation for the largest companies in the investment universe as measured by market capitalisation, generally those
above $200bn
Multicap
A multicap strategy is a portfolio invested in a broad range of stocks with market capitalisations ranging from large to small.
Net Asset Value per Ordinary Share (“NAV”)*
The NAV is shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all of the
Company’s assets, at their current market value, having deducted all liabilities and prior charges at their par value, or at their asset value
as appropriate. The NAV per share is calculated by dividing the shareholders’ funds by the number of Ordinary Shares in issue excluding
treasury shares.
Ongoing Charges*
†
As recommended by the AIC in its guidance, ongoing charges are the Company’s annualised revenue and capital expenses (excluding
finance costs and certain non-recurring items) expressed as a percentage of the average daily net assets of the Company during the year.
Ongoing Charges Calculation
31 May
2025
£’000
31 May
2024
£’000
Management fee 1,807 2,365
Other administrative expenses 835 856
Less non-recurring fees – (14)
Total management fee and other administrative expenses (annualised) 2,637 3,207 (a)
Average net assets in the year 232,856 282,251 (b)
Ongoing charges
c = ((a÷b) x 100) 1.13 1.14 (c)
Peer Group
The Company is part of the AIC’s UK Equity Income Investment Trust sector. The trusts in this universe are defined as trusts whose
investment objective is to achieve a total return for shareholders through both capital and dividend growth. Typically, the funds will have
a yield on the underlying portfolio ranging between 110% and 175% of that of the Deutsche Numis All-Share Index. They will also have at
least 80% of their assets in UK listed securities.
Price to Book Ratio
The price to book ratio is a valuation measure which divides a company’s share price by its asset value per share. Lower values can imply
that a company is either an overlooked opportunity or a poorly performing business. Higher values may suggest a company is overvalued,
unless its returns are sustainably high.
† Key Performance Indicators
* Alternative performance measure
Glossary continued
78 The Diverse Income Trust plc Annual Report 2025
Put Option
The key advantage of investing in a FTSE 100 Put Option is that at times of major market setbacks, the valuation of the Put Option rises,
which can then offset a part of the decline of other portfolio holdings. During the March 2020 setback for example, the Trust was able to
take profits on its FTSE Puts after they had risen. It then bought more UK micro-caps with the additional cash generated, at a time when
their share prices were low. This process boosted the returns of the Trust through the market setback and the subsequent recovery.
Put Options are most commonly used in the stock market to protect against the decline of the price of a stock below a specified, Strike
Price, likened to purchasing a form of financial insurance. An owner of a Put Option can collect a financial benefit after an adverse event,
with the scale of the benefit proportionate to the setback in the market and the remaining term of the cover. When investing in a FTSE 100
Put Option, the Strike Price is the level at which the option starts to provide portfolio protection. If a Put Option has a Strike Price of 5,700
for example, and the level of the FTSE 100 Index is lower, the portfolio collects the difference between the two. A Put Option also carries
value in respect of its unexpired time value, reflecting the length of its term.
Redemption
In the year to 2024 the Board resolved to effect the Redemption using the redemption pool method set out in the Company’s Articles,
pursuant to which it notionally divided its assets and liabilities into two pools, the Redemption Pool and Continuing Pool, with the returns
attributable to the respective Redemption and Continuing shareholders at the Redemption Point, 31 May 2024. The amount payable to
former holders of Redemption Shares, creditors of the Company, was determined by the value of the Redemption Pool upon realisation of
the assets and liabilities. The performance of the Redemption Pool does not impact the returns to continuing shareholders.
Revenue, Capital and Total return per Ordinaryshare*
The Revenue, Capital and Total returns are set out in the Consolidated Income Statement on page 49. These consist of income, less
expenses and taxation allocated between Revenue and Capital in accordance with the AIC SORP and accounting policies of the Group.
The Revenue and Capital returns per share together comprise the Total return per share. The returns per ordinary share are calculated by
dividing the Revenue, Capital and Total returns by the weighted average shares in issue during the year excluding treasury shares. The
calculation is set out in Note 7 on page 59.
Senior Independent Director (“SID”)
The SID is a non-executive Director who can be contacted by investors to discuss a matter of governance when it concerns the Chairman
and the normal practice cannot be followed. The Company’s SID is currently Caroline Kemsley-Pein.
Smallcap
“Small cap” refers to quoted smaller market capitalisation companies, which typically have little or no weighting in mainstream indices.
SONIA (Interest Rate)
Sterling Overnight Index Average
Total Annual Dividends Declared by the Company
In reference to the graph on total annual dividends declared by the Company on page 1, the figure of 2.02p for 2012 represents 2.19p,
which was the total of the four interim dividends to 31 May 2012, recalculated proportionally as if the initial period had been 12 months.
In order to allow shareholders to vote on the dividend, a final dividend was introduced in the year ended 31 May 2015, resulting in the
payment of five dividends for that year. Since then, the Company has paid three interim dividends and a final dividend in respect of
each year.
Total Assets
Total assets include investments, cash, current assets and all other assets. An asset is an economic resource, being anything tangible
or intangible that can be owned or controlled to produce value and to produce positive economic value. Assets represent the value of
ownership that can be converted into cash. The total assets less all liabilities will be equivalent to total shareholders’ funds.
Total Return –NAV and Share Price Returns*
Total return statistics enable the investor to make performance comparisons between investment trusts with different dividend policies.
The total return measures the combined effect of any dividends paid, together with the rise or fall in the share price or NAV. This is
calculated by the movement in the share price or NAV plus dividends paid by the Company assuming these are re-invested in the
Company at the prevailing NAV.
Last year, the Redemption Date was just prior to the balance sheet date of 31 May 2024, and the Redemption Pool assets of £77,930,000
were included in the Financial Statements of the Company Balance Sheet as a liability, offset by an asset, being the reduction in the
Company’s number of shares in issue. Subsequently, between May and the realisation of the Redemption Pool completed in July 2024,
there was a reduction in its valuation of £2,418,000. As the redemption pool liability ultimately turned out to be lower than its notional
valuation in May, the Balance Sheet liability was fair valued in the accounts at the lower sum. This led to the NAV of the Company
increasing from 97.84p to 98.87p.
£’000
Pence per
share
Net asset value 233,817 98.87
Movement in Redemption Pool liability recorded as part of year’s results (2,418) (1.03)
Adjusted NAV excluding Movement in Redemption Pool 231,399 97.84
Strategic Report Financial StatementsGovernance Other Information
79 The Diverse Income Trust plc Annual Report 2025
In last year’s Company’s Report and Accounts, both an NAV and an Adjusted NAV were stated. In the Glossary in the Company’s Report
and Accounts to May 2024, the Adjusted NAV was used for the NAV Total Return calculation. It had the advantage of not including the
notional fair value adjustment arising from the Redemption Pool at that time, and therefore more closely reflected the daily NAV stated by
the Company through this period.
This year, with the Redemption Point being at the end of August 2025, there is no Redemption Pool liability in the Company’s Balance
Sheet, and no fair value adjustment to the Redemption Assets liability. Hence, in the current Company’s Report and Accounts to May 2025,
there is no Redemption Pool fair value adjustment and no need to state an Adjusted NAV.
In this year’s Total Return calculation, the Closing NAV as of May 2025 has been compared with the Closing NAV last year, rather than
including a comparison with the prior year Adjusted NAV.
NAV Total Return 31 May 2025 31 May 2024
Closing NAV per share (p) 106.69 98.87
Add back total dividends paid in the year ended 31 May 2025 (2024) (p) 4.30 4.15
Adjusted closing NAV (p) 110.99 103.02 (a)
Opening NAV per share (p) 98.87 88.87 (b)
Total return
c = ((a-b)/b)×100) (%) 12.26 15.92 (c)
NAV total return % 12.80 16.50
Share Price Total Return 31 May 2025 31 May 2024
Closing share price (p) 103.00 89.40
Add back total dividends paid in the year ended 31 May 2025 (2024) (p) 4.30 4.15
Adjusted closing share price (p) 107.30 93.55 (a)
Opening share price (p) 89.40 83.40 (b)
Share price total return
c = ((a-b)/b)×100) (%) 20.02 12.17 (c)
Share price total return adjusted %** 20.81 12.71
* Alternative performance measure.
** Based on NAV/share price movements and dividends being reinvested at the relevant cum dividend NAV/share price during the year. Where the dividend
is invested and the NAV/share price falls, this will further reduce the return or, if it rises, any increase will be greater. The source is Morningstar who have
calculated the return on an industry comparative basis.
Volatility
The term volatility describes how much and how quickly the share price or net asset value of an investment has tended to change in the
past. Those investments with the greatest movement in their share prices are known as having high volatility, whereas those with a narrow
range of change are known as having low volatility.
Yield*
The annual dividend expressed as a percentage of the mid-market share price. This financial ratio shows how much an investment pays
out in dividends relative to its stock price. The dividends are based upon historic dividend rates and announcements by the investment
company. The dividend yield indicates the anticipated future cashflows from the investment contributing to the income of the Group.
Yield Stock
Yield stocks pay above-average dividends to shareholders. If the dividend grows, and the yield on the share remains constant, the share
price will increase. Companies which grow their dividends faster than average are capable of delivering faster share price growth.
Directors and Advisers
Directors (all non-executive)
Andrew Bell, Chair
Charles Crole
Caroline Kemsley-Pein
Michelle McGrade
Calum Thomson
Company Secretary and
Registered Office
MUFG Corporate Governance Limited
19th Floor
51 Lime Street
London
EC3M 7DQ
Telephone: 0333 300 1932
Alternative Investment
Fund Manager
Premier Portfolio Managers Limited
Eastgate Court
High Street
Guildford
Surrey
GU1 3DE
Telephone: 020 3714 1525
Website: www.premiermiton.com
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Depositary and Custodian
Northern Trust Investor Services Limited
50 Bank Street
London
E14 5NT
Registrar and
TransferOffice
MUFG Corporate Markets
Shareholder Services Department
Central Square
29 Wellington Street
Leeds
LS1 4DL
Telephone: 0371 664 0300
(calls are charged at the standard
geographic rate and will vary by provider;
calls from outside the UK will be charged at
the applicable international rate).
Lines are open 9.00am to 5.30pm, Monday
to Friday, excluding public holidays in
England and Wales.
Email: shareholderenquiries@cm.mpms.
mufg.com
Website: www.mpms.mufg.com
Solicitor
Stephenson Harwood LLP
1 Finsbury Circus
London
EC2M 7SH
Stockbrocker
Panmure Liberum Limited
Ropemaker Place
Level 12
25 Ropemaker Street
London
EC2Y 9LY
Company Website
www.diverseincometrust.com
Shareholder Warning
Many companies are aware that their
shareholders have received unsolicited
phone calls or correspondence concerning
investment matters. These calls typically
come from fraudsters operating in ‘boiler
rooms’ offering investors shares that often
turn out to be worthless or non-existent,
or an inflated price for shares they own.
While high profits are promised, those
who buy or sell shares in this way usually
lose their money. These fraudsters can be
very persistent and extremely persuasive.
Shareholders are therefore advised to be
very wary of any unsolicited advice, offers
to buy shares at a discount or offers of free
company reports.
It is very unlikely that either the Company
or the Company’s Registrar would make
unsolicited telephone calls to shareholders
and that any such calls would relate only to
official documentation already circulated
to shareholders and never in respect of
investment ‘advice’.
If you have been contacted by an
unauthorised firm regarding your shares,
you can report this using the FCA helpline
on 0800 111 6768 or by using the share
fraud reporting form at www.fca.org.uk/
consumers/scams.
80 The Diverse Income Trust plc Annual Report 2025
Designed and production
by carrkamasa.co.uk
Eastgate Court
High Street
Guildford Surrey
GU1 3DE
Annual Dividends Declared
(p/share)
Source: Company
Special dividends
Ordinary dividends
2012
2.02
2016
2.80
2020
3.70
2014
2.25
2022
3.90
2024
4.25
2013
2.10
2021
3.75
2015
2.40
0.50
2017
3.00
0.40
2018
3.40
0.23
2019
0.16
3.65
2023
4.05
4.50
2025
4.5p
4.0p
3.5p
3.0p
2.5p
2.0p
1.5p
Total Return of the Diverse Income Trust vs the
Deutsche Numis UK All-Share Index
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
250
200
150
100
50
-50
0
Diverse Income Trust NAV Total Return*
Diverse Income Trust Share Price Total Return*
Deutsche Numis All Share Index Total Return
* Alternative performance measure
Source: Morningstar
300%
250%
200%
150%
100%
50%
0%
-50%
2023
2012
2011
2016
2020
2014
2022
2024
2013
2021
2015
2017
2018
2019
2025