abrdndiversified.co.uk

abrdn Diversified Income

and Growth plc

Annual Report 30 September 2024

For more information visit abrdndiversified.co.uk

abrdn.com

abrdn Diversified Income and Growth plc 109

Directors

Davina Walter (Chairman)

Tom Challenor (Senior Independent Director and Audit

Committee Chairman)

Trevor Bradley

Alistair Mackintosh

Company Secretary

abrdn Holdings Limited

Registered Office

1 George Street

Edinburgh EH2 2LL

Registered in Scotland under Company Number

SC003721

Website

abrdndiversified.co.uk

Points of Contact

The Chairman or Company Secretary at the

Registered Office of the Company

Email: diversified.income@abrdn.com

Twitter: @abrdnTrusts

LinkedIn: abrdn Investment Trusts

abrdn Social Media accounts

X (formerly Twitter) @abrdnTrusts

LinkedIn: abrdn Investment Trusts

United States Internal Revenue Service

FATCA Registration Number (“GIIN”)

E3M4K6.99999.SL.826

Legal Entity Identifier Number (“LEI”)

2138003QINEGCHYGW702

Alternative Investment Fund Manager

abrdn Fund Managers Limited

280 Bishopsgate

London EC2M 4AG

Authorised and regulated by the Financial

Conduct Authority

Investment Manager

abrdn Investments Limited

1 George Street

Edinburgh EH2 2LL

Authorised and regulated by the Financial

Conduct Authority

Registrar (for direct shareholders)

Computershare Investor Services PLC operates a secure

online website where shareholdings can be managed

quickly and easily, including changing address or

arranging to pay dividends directly into a bank account or

receive electronic communications:

investorcentre.co.uk

Alternatively, please contact the registrar:

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

E-mail is available via the above website

Telephone: 0330 303 1184

(UK calls cost 10p per minute plus network extras)

Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday,

excluding public holidays

Depositary

The Bank of New York Mellon (International) Limited

1 Canada Square

London E14 5AL

Independent Auditors

PricewaterhouseCoopers LLP

144 Morrison Street

Edinburgh EH3 8EB

Solicitors

Dickson Minto W.S.

Stockbrokers

Stifel Nicolaus Europe Limited

Contact Addresses

abrdn Diversified Income and Growth plc 1

Overview

Performance Highlights 2

Dividends and Highlights 3

Strategic Report

Chairman’s Statement 5

Overview of Strategy 7

Engagement with Shareholders 13

Performance and Results 15

Information about the Manager 16

Investment Manager’s Report 17

Portfolio

Private Equity 21

Infrastructure 23

Private Credit 25

Real Estate 26

Special Opportunities 27

Ten Largest Investments 28

Private Markets Investments 29

Listed Equities 31

Net Assets Summary 32

Governance

Board of Directors 34

Directors’ Report 36

Statement of Corporate Governance 43

Directors’ Remuneration Report 44

Report of the Audit Committee 48

Statement of Directors’ Responsibilities 51

Independent Auditors’ Report to the members of

abrdn Diversified Income and Growth plc 52

Financial Statements

Statement of Comprehensive Income 61

Statement of Financial Position 62

Statement of Changes in Equity 63

Statement of Cash Flows 64

Notes to the Financial Statements 65

Corporate Information

Investor Information 93

Glossary of Terms 96

AIFMD Disclosures (Unaudited) 98

Alternative Performance Measures 99

General

Notice of Annual General Meeting 103

Apportionment Ratio for B shares 107

Contact Addresses 109

Contents

2 abrdn Diversified Income and Growth plc

Return of capital per Ordinary share Dividends paid per Ordinary share

38.10

5.91

2023 N/A 2023 5.64p

* including a special dividend of 1.65p

Discount to net asset value (par basis)

34.1%

2023 25.8%

The dividends on Ordinary shares paid to shareholders are set out in more detail in note 8 on page 72, alongside those paid and proposed in respect of the financial year. 2024

includes a special dividend of 1.65p (2023 – nil).

Considered to be an Alternative Performance Measure (see page 99 for more information).

Net Asset Value Bridge

At 30 September

Performance Hi

hli

hts

abrdn Diversified Income and Growth plc 3

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Dividends Declared

Rate xd date Record date Payment date

First interim 2024 1.42p 7 March 2024 8 March 2024 27 March 2024

Second interim 2024 1.95p 26 September 2024 27 September 2024 24 October 2024

2024 3.37p

First interim 2023 1.42p 9 March 2023 10 March 2023 3 April 2023

Second interim 2023 1.42p 8 June 2023 9 June 2023 6 July 2023

Third interim 2023 1.42p 21 September 2023 22 September 2023 19 October 2023

Fourth interim 2023 1.42p 21 December 2023 22 December 2023 22 January 2024

Special 2023 1.65p 2 November 2023 3 November 2023 1 December 2023

2023 7.33p

2024 2023

Total dividends paid per Ordinary share in the financial year

5.91p 5.64p

Return of capital to shareholders per Ordinary share in financial year

38.10p –

2024 consists of a third interim 2023 of 1.42p, fourth interim dividend 2023 of 1.42p, special dividend 2023 of 1.65p and first interim dividend 2024 of 1.42p. 2023 consists of a third

interim dividend 2022 of 1.40p, fourth interim dividend 2022 of 1.40p, first interim dividend 2023 of 1.42p and second interim 2023 of 1.42p.

Return of capital by way of B share scheme, being £114,768,000 per the Statement of Changes in Equity on page 63 divided by the number of Ordinary shares in issue per note 15

on page 79.

Highlights

2024 2023 % change

Total assets less current liabilities (before deducting prior charges) £203,306,000 £355,264,000 –42.8

Total shareholders’ funds (Net Assets) £203,306,000 £339,534,000 –40.1

Ordinary share price (mid market) 44.50p 83.60p –46.8

Net asset value per Ordinary share (debt at par value)

67.48p 112.70p –40.1

Discount to net asset value on Ordinary shares (debt at par value)

34.1% 25.8%

Net (cash)/gearing (debt at par value)

(11.0)% (1.6)%

Ongoing charges ratio (including look-through costs)

2.36% 1.74%

See NAV bridge on page 2 for more detail on the components of the change during the year.

Considered to be an Alternative Performance Measure. Details of the calculation can be found on pages 99 and 100.

2024 2023 % change

Net revenue return after taxation £10,913,000 £13,252,000 –17.7

Revenue return per share 3.62p 4.35p –16.8

Dividends per Ordinary share 3.37p 7.33p

Further information on interim dividends, including those paid during the period, may be found under Note B in the above “Dividends Declared” table and in Note 8 to the Financial

Statements on page 72.

Dividends and Hi

hli

hts

4 abrdn Diversified Income and Growth plc

Strategic Report

abrdn Diversified Income and Growth plc 5

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Approval of the Managed Wind-Down

of the Company

Following an extensive review of the Company’s strategy

and discussions with shareholders, a circular was issued

by the Company in February 2024 setting out the Board’s

recommendation for a new investment objective and

policy as part of proposals for a Managed Wind-Down of

the Company. The necessary resolutions were approved

by shareholders at the General Meeting held on

27 February 2024.

New investment objective and policy

The Company’s new investment objective is to conduct an

orderly realisation of its assets in a manner that seeks to

optimise the value of its investments whilst progressively

returning cash to shareholders in a timely manner. Full

details of the policy may be found on page 7.

Initial return of capital to shareholders

The Board set out its proposals in a circular, on 17 June

2024, to return approximately £115 million, representing

approximately 38.1p per Ordinary share, to shareholders

(the “Initial Return of Capital”), pursuant to a bonus issue,

on a

pro rata

basis, of B shares to all shareholders,

followed by the redemption of such B shares (the “B Share

Scheme”). The circular, which may be viewed on the

Company’s website at abrdndiversified.co.uk, contained

the details of the Initial Return of Capital. This followed the

Court approval, obtained on 7 June 2024, for the

Company to reduce its share capital and cancel the

amounts standing to the credit of its share premium

account and capital redemption reserve. This process

allowed the Company to set up a special distributable

reserve and provided the Company with sufficient

flexibility and distributable reserves to deliver the Initial

Return of Capital as planned.

The introduction of the B Share Scheme was approved by

shareholders at a General Meeting held on 3 July 2024

and funds were sent on 10 July 2024 to uncertificated

shareholders through CREST, or via cheque or electronic

payment to certificated Shareholders. Ordinary

shareholders should note that no share certificates were

created in respect of the B shares which were issued and

almost immediately redeemed with no action required to

be taken by Shareholders.

Over the year ended 30 September 2024 shareholders

received 38.1p per Ordinary share by way of capital

return via the B Share Scheme, as described above,

together with dividends, as more fully set out below.

Dividends

Dividends received by shareholders during the year ended

30 September 2024 amounted to 5.91p per Ordinary

share, including a special dividend of 1.65p per share. In

relation to the financial year ended 30 September 2024,

two interim dividends were declared out of net income:

1.42p per share, paid to shareholders on 27 March 2024

and 1.95p per share, paid to shareholders on 24 October

2024. These are more fully explained in note 8 on page 72.

Following the June 2024 Court approval, and the payment

of the interim dividend in October 2024, it is likely that

dividends will be paid in smaller, less regular, amounts

principally for the purpose of maintaining the Company’s

investment trust status while capital will be returned

progressively to shareholders by the most tax-efficient

mechanism available, which may include further B

share issues.

The Board intends to continue to pay a sufficient level of

dividend to ensure that the Company will not retain more

than 15 per cent. of its income in an accounting period so

as to maintain the Company’s investment trust status

during the Managed Wind-Down to avoid incurring capital

gains within the closed ended structure. The Directors will

declare dividends based on the Company’s net income

but the quantum and timing of any dividends in future will

be at the sole discretion of the Board.

Revenue available to the Company has decreased

following the sale of the public markets assets and will

reduce further as the private markets assets are realised.

It is expected that, at a minimum, the Company will

declare a dividend each September, normally payable in

October, to maintain investment trust status.

Further returns of capital to shareholders

Having sold substantially all public market assets and

returned funds to shareholders, the Board anticipates

further returns of capital as value is realised from the

Company’s private markets portfolio, as follows:

· approximately £94 million of the Company’s private

markets portfolio (valued as at 30 September 2024) is

expected to mature between 2025 and 2027

(“Tranche 1”).

· the remaining, approximately £88 million of the private

markets portfolio (valued as at 30 September 2024) is

expected to mature between 2029 and 2033

(“Tranche 2”).

Chairman’s Statement

6 abrdn Diversified Income and Growth plc

It is intended that the proceeds from both Tranche 1 and

Tranche 2 will be returned to shareholders in a timely and

tax-efficient manner as investments mature or sales

opportunities arise, after taking account of undrawn

commitments to existing investments. Further information

on portfolio realisations may be found in the Investment

Manager’s Report on page 17 to 19.

Share Capital

Following the approval by the Court, on 7 June 2024, of the

reduction in the Company’s share capital, the nominal

value per Ordinary share was reduced from 25p to 1p.

This is an accounting mechanism and has no impact on

the share price of the Company.

No shares were bought back by the Company during the

year ended 30 September 2024, resulting in 301,265,952

Ordinary 1p shares with voting rights and another

22,485,854 Ordinary 1p shares held in treasury, as at

30 September 2024.

Further information on the apportionment ratio, which

relates to the tax treatment for Shareholders of the

proceeds arising from the redemption of the B shares,

may be found on page 107.

Gearing and 6.25% Bonds 2031 repayment

On 9 April 2024, the Company redeemed and cancelled

the remaining £16,096,000 of its 6.25% Bonds due 2031

(the “Bonds”). As announced on 8 March 2024, the

redemption price was 114.983%, which was calculated in

accordance with the terms of the trust deed of the Bonds.

The total cost of the redemption, including accrued

interest, was £18,587,000. As a result, the Company has no

further Bonds outstanding nor any other borrowings.

Board Structure

Following approval of the Managed Wind-Down, the

Board has reviewed the Board Structure and, mindful of

the operating costs of the Company, deems it appropriate

to maintain the number of Directors at four; this is more

fully set out in the Directors’ Report on page 37.

The Board aims to comply with the requirements of the

AIC Corporate Governance Code (the “AIC Code”) where

reasonable and practically possible but recognises that

the requirements of the AIC Code are not fully met with

regard to gender and diversity targets.

Further to the Managed Wind-Down, and recognising that

the portfolio consists solely of private markets

investments, the Board remains satisfied with this

assessment, reflecting the balance of skills and expertise

exhibited by the current Directors, and does not propose

any immediate changes to the composition of the Board.

Continuation vote

A circular was issued to shareholders on 5 December 2024

(which is available from the Company’s website at

abrdndiversified.co.uk) and, at a general meeting on 23

December 2024, shareholders approved the amendment

to the Company’s Articles of Association. This removed

the requirement for the Company to hold an annual

continuation vote as well as providing the Board with

authority to seek Court approval for the cancellation of

the Company’s capital redemption reserve which was

created as a result of the B Share Scheme in relation to the

Initial Return of Capital. The cancellation of this reserve will

create a distributable reserve to support the progressive

return of cash to shareholders in the form of capital.

Outlook

The focus of the Board and Investment Manager is on

seeking realisation of portfolio investments in a manner

that maximises value to shareholders and to return

capital to shareholders in the most timely and efficient

way possible.

Davina Walter

Chairman

20 January 2025

Chairman’s Statement

Continued

abrdn Diversified Income and Growth plc 7

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Managed Wind-Down of the Company

Following an extensive review of the Company’s strategy

and discussions with shareholders, a circular was issued

by the Company in February 2024 setting out the Board’s

recommendation for a new investment objective and

policy as part of proposals for a Managed Wind-Down

of the Company. These proposals were approved by

shareholders at a General Meeting held on

27 February 2024.

Investment Objective

With effect from 27 February 2024, the Company’s

investment objective is to conduct an orderly

realisation of its assets in a manner that seeks to

optimise the value of the Company’s investments

whilst progressively returning cash to shareholders in a

timely manner.

Prior to 27 February 2024, the Company’s investment

objective was to seek to provide income and capital

appreciation over the long term through investment in

a globally diversified multi-asset portfolio. Further

details of the former investment policy may be found

on pages 11 and 12 of the Company’s Annual Report

for the year ended 30 September 2023.

Investment Policy

With effect from 27 February 2024, the Company’s

investment policy is to effect an orderly realisation of its

assets in a manner that is consistent with the principles

of good investment management. This process might

include sales of individual assets or running off the

assets in accordance with their existing terms, or a

combination of both.

The Company will cease to make any new

investments or to undertake capital expenditure

except where, in the opinion of both the Board and the

investment manager:

· the investment is a follow-on investment made in

connection with an existing asset in order to comply with

the Company’s pre-existing obligations; or

· failure to make the follow-on investment may result in a

breach of contract or applicable law or regulation by

the Company; or

· the investment is considered necessary to protect or

enhance the value of any existing investments or to

facilitate orderly disposals.

Any cash received by the Company as part of the

realisation process prior to its distribution to

Shareholders will be held by the Company as cash on

deposit and/or in liquid cash equivalents securities

(including direct investment in treasuries and/or gilts,

funds holding such investments, money market or cash

funds and/or short-dated corporate bonds or funds

that invest in such bonds) pending its return to

shareholders.

No more than 15 per cent. of the Company’s total

assets may be invested (at the time of investment) in

any single cash-equivalent fund or instrument, other

than in treasuries or gilts (which shall be

unconstrained).

While the Company redeemed its 6.25% Bonds 2031 in

April 2024 and is currently ungeared, it may use

gearing, in the form of borrowings (including secured

bonds) during the Managed Wind-Down, as and

when required.

The Company’s articles of association contain a

borrowing limit equal to the value of its adjusted total of

capital and reserves and borrowings have not

normally been expected to exceed 20 per cent. of

shareholders’ funds. It is not anticipated that the

Company will take on any new borrowings, but this

remains possible for the efficient management of the

Company (such as through a revolving credit facility or

an overdraft).

The Company may use derivatives for efficient

portfolio management, that is, to reduce, transfer or

eliminate risk in its investments, including protection

against currency risks.

Management and Delivery of the

Investment Objective

The Directors are responsible for determining the

Company’s investment objective and investment policy.

Day-to-day management of the Company’s assets has

been delegated to abrdn Fund Managers Limited (the

“Manager”). In turn, the investment management of the

Company has been delegated by the Manager to abrdn

Investments Limited (the “Investment Manager”). Both

companies are subsidiaries of abrdn plc.

Return of Capital to Shareholders

After careful consideration, the Board determined that the

fairest and most efficient way of returning substantial

amounts of cash to Shareholders was by means of a

bonus issue of redeemable B Shares which would then be

immediately redeemed by the Company in consideration

for a cash payment equal to the amount treated as paid

up on the issue of the B Shares.

Overview of Strate

8 abrdn Diversified Income and Growth plc

A circular was issued by the Company in June 2024 setting

out a B Share Scheme, under which cash would be

returned to Shareholders without any further action being

required by Shareholders.

Following approval of the B Share Scheme by

Shareholders at a General Meeting held on 3 July 2024,

the Company announced that the Board resolved to

return approximately £115m in aggregate to

Shareholders via an issue of B shares. B Shares of one

penny each were paid up from the Company's reserves

and issued to all Shareholders by way of a bonus issue on

the basis of 800 B Shares for every 21 Ordinary Shares

held at the Record Date of 4 July 2024. The B Shares were

issued on 5 July 2024 and immediately redeemed at one

penny per B Share. The proceeds from the redemption of

the B Shares, which were equivalent to 38.1 pence per

Ordinary Share, were sent on 10 July 2024 to

uncertificated Shareholders through CREST or via cheque

or electronic payment to certificated Shareholders. The

apportionment ratio, which relates to the tax treatment

for Shareholders of the proceeds arising from the

redemption of the B shares, may be found on page 107.

Further information on the Company’s remaining portfolio

may be found in the Investment Manager’s Report on

pages 17 to 19.

Key Performance Indicators (“KPIs”)

The Board uses a number of financial performance measures to assess the Company’s success in achieving its objective

and determining its progress in pursuing its investment policy. The primary KPIs are shown in the table below.

KPI Description

Return of Capital The quantum and timing of any future return(s) of capital to shareholders

under a B Share Scheme (if any), or alternative mechanism, will be at the

discretion of the Board and will be dependent on the realisation of the

Company’s investments and its liabilities, general working capital

requirements and the amount and nature (from a tax perspective) of its

distributable reserves from time to time.

Retention of investment trust status under section

1158 of Corporation Tax Act 2009

Continue to pay sufficient dividends to ensure the Company retains its

investment trust status.

Ongoing charges The ongoing charges ratio has been calculated in accordance with guidance

issued by the Association of Investment Companies (the “AIC”) as the total of

investment management fees and administrative expenses and expressed

as a percentage of the average net asset values with debt at fair value

throughout the year. This includes the Company’s share of costs of holdings in

investment companies on a look-through basis. The Board reviews the

ongoing charges and monitors the expenses incurred by the Company. The

Company’s ongoing charges for the year, and the previous year, are

disclosed on page 3 while the basis of calculation is set out on page 100.

Overview of Strate

Continued

abrdn Diversified Income and Growth plc 9

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Principal Risks and Uncertainties

The Board has in place a robust process to assess and

monitor the principal and emerging risks facing the

Company. A core element of this is the Company’s risk

controls self-assessment (“RCSA”), which identifies the

risks facing the Company and assesses the likelihood and

potential impact of each risk and the quality of the

controls in place to mitigate the risk. A residual risk rating is

then calculated for each risk based on the outcome of this

assessment and plotted on a risk heat-map. This

approach allows the effect of any mitigating procedures

to be reflected in the final assessment. The RCSA, its

method of preparation and the operation of the key

controls within the Manager’s and third party service

providers’ systems of internal control are reviewed on a

regular basis by the Audit Committee.

In order to gain a more comprehensive understanding of

the Manager’s and other third party service providers’ risk

management processes and how these apply to the

Company’s business, the Manager’s internal audit

department presents to the Audit Committee setting out

the results of testing performed in relation to the

Manager’s internal control processes. The Audit

Committee also periodically receives presentations from

the Manager’s risk and compliance and internal audit

teams and reviews ISAE3402 reports from the Manager

and from the Company’s Depositary (The Bank of New

York Mellon (International) Limited). The custodian is

appointed by the Company’s Depositary and does not

have a direct contractual relationship with the Company.

Further to the approval by shareholders of the Managed

Wind-Down of the Company, the Audit Committee has

undertaken a comprehensive review of the RCSA.

The Audit Committee carried out a robust assessment of

these revised risks, which include those that would threaten

its business model, future performance, solvency or liquidity.

The Board is confident that the procedures which the

Company has in place are sufficient to ensure that the

necessary monitoring of risks and controls has been carried

out during the year ended 30 September 2024.

The Board is monitoring the current heightened

geopolitical risks in the form of the Russian invasion of

Ukraine, conflicts in the Middle East and rising tension

between China and Taiwan.

The Board is also conscious of the elevated threat posed

by climate change and continues to monitor, through its

Investment Manager, the potential risk that its portfolio

investments may fail to adapt to the requirements

imposed by climate change further details of which may

be found under ‘Market Risk’.

Risk Mitigating Action

Performance risk (increased)

The Board is responsible for determining the investment policy to

fulfil the Company’s objectives and for monitoring the

performance of the Company’s Investment Manager and the

strategy adopted. Further to the Managed Wind-Down, the

Company invests in unlisted investments (such as private credit,

real estate, infrastructure, natural resources, private equity and

alternatives). These investments may be relatively illiquid and it

may be difficult for the Company to realise these investments

over a short time period.

To manage these risks, the Board reviews the progress made by

the Company with regards to Managed Wind-Down.

Regulatory risk (unchanged)

The Company operates as an investment trust in accordance

with Chapter 4 of Part 24 of the Corporation Tax Act 2010. As

such, the Company is exempt from capital gains tax on the profits

realised from the sale of its investments. Following authorisation

under the Alternative Investment Fund Managers Directive

(“AIFMD”), the Company and its appointed AIFM are subject to the

risk that the requirements of this Directive are not correctly

complied with.

The Investment Manager monitors investment movements,

the level and type of forecast income and expenditure and the

amount of proposed dividends, if any, to ensure that the

provisions of Chapter 4 of Part 24 of the Corporation Tax Act

2010 are not breached and the results are reported to the

Board at each meeting. The Board and the AIFM also monitor

changes in government policy and legislation which may have

an impact on the Company.

10 abrdn Diversified Income and Growth plc

Overview of Strate

Continued

Risk Mitigating Action

Operational risk (unchanged)

In common with most other investment trust companies, the

Company has no employees. The Company therefore relies upon

the services provided by third parties and is dependent on the

control systems of the Manager and the Depositary.

The security of the Company’s assets, dealing procedures,

accounting records and maintenance of regulatory and legal

requirements depends on the effective operation of the

systems in place with third parties. These systems are regularly

tested and monitored throughout the year, including in relation

to cyber risk, through their industry-standard controls reports

which provide assurance on the effective operation of internal

controls. The controls reports are assessed independently by

their reporting accountants.

Market risk (unchanged)

Market risk arises from volatility in the prices or valuation of the

Company’s investments. It represents the potential loss the

Company might suffer through holding investments in the face of

negative market movements.

The Company invests in global assets across a range of countries

and changes in general economic and market conditions in

certain countries, such as interest rates, exchange rates, rates of

inflation, industry conditions, competition, political events and

trends, tax laws, national and international conflicts, economic

sanctions and other factors can also substantially and adversely

affect the securities and, as a consequence, the Company’s

prospects and share price.

Current heightened geopolitical risks are evident in the form of the

Russian invasion of Ukraine, conflicts in the Middle East and rising

tension between China and Taiwan.

The longer term emergence of the effects on investee

companies of climate change, and the regulatory environment

around this present a further risk.

The Board considers the diversification of the portfolio, asset

allocation, stock selection, unlisted investments and levels of

gearing on a regular basis and has set investment restrictions

and guidelines which are monitored and reported on by

the Investment Manager. The Board monitors the

implementation and results of the investment process

with the Investment Manager.

The Board assesses climate change as an emerging risk in

terms of how it develops, including how investor sentiment is

evolving towards climate change within investment portfolios,

and will consider how the Company may mitigate this risk, any

other emerging risks, if and when they become material.

Financial risks (increased)

The Company’s investment activities expose it to a variety of

financial risks which include foreign currency risk and interest

rate risk. Following the realisation of the listed alternative

investments, to fund the return of capital to shareholders in July

2024, the Board determined that the liquidity risk of the Company

had increased, reflecting the less liquid nature of the remaining

investment portfolio.

Further details are disclosed in note 18 to the financial

statements, together with a summary of the policies for

managing these risks.

The Board reviews cashflow forecasts prepared by the

Manager, at each meeting, to monitor the Company’s liquidity.

The Directors have discretion to vary any planned returns of

capital to ensure that the Company retains sufficient liquidity

to meet undrawn commitments due to investee companies.

The Board regularly reviews emerging risks facing the Company, which are identified by a variety of means, including

advice from the Company’s professional advisors, the AIC, and Directors’ knowledge of markets, changes and events. A

failure to have in place appropriate procedures to assist in identifying emerging risks may cause reactive actions and, in

the worst case, could cause the Company to become unviable or otherwise fail.

The principal risks associated with an investment in the Company’s shares can be found in the pre-investment disclosure

document (“PIDD”) published by the AIFM, which is available from the Company’s website: abrdndiversified.co.uk

abrdn Diversified Income and Growth plc 11

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Gearing

As at 30 September 2024, the Company had no structural

gearing in place (2023 – gearing of £16,096,000). On

9 April 2024, the Company repaid its £16,096,000 6.25%

Bonds 2031.

Board Diversity

The Board is fully supportive of all aspects of diversity and

the importance of having a range of skilled, experienced

individuals with relevant knowledge in order to allow it to

fulfil its obligations. Further information on Board Diversity

may be found in the Directors’ Report, on page 37.

Promoting the Company

The Board recognises the importance of promoting the

Company to investors both for improving liquidity and

enhancing the value and rating of the Company’s shares.

The Board has participated in a promotional programme

(the “Programme”) run by abrdn on behalf of a number of

investment trusts under its management. The Programme

has been modified by the Board in the context of the

Managed Wind-Down of the Company and the primary

focus now is ensuring effective communication with

existing shareholders.

Environmental, Social and Human

Rights Issues

The Company has no employees as the Board has

delegated the day to day management and

administrative functions to the Manager. There are

therefore no disclosures to be made in respect of

employees. The Company’s socially responsible

investment policy is set out below and the Board maintains

oversight and retains responsibility for the policy.

Socially Responsible Investment Policy

The Board reviews the Manager’s policy that encourages

companies in which investments are made to adhere to

best practice in the area of corporate governance and

socially responsible investing. They believe that this can

best be achieved by entering into a dialogue with

company management to encourage them, where

necessary, to improve their policies in both areas. The

Manager’s ultimate objective, however, is to deliver

superior investment returns for its clients. Accordingly,

whilst the Manager will seek to favour companies which

pursue best practice in these areas, this should not be to

the detriment of the return on the investment portfolio.

UK Stewardship Code and Proxy Voting as

an Institutional Shareholder

Responsibility for actively monitoring the activities of

portfolio companies has been delegated by the Board to

the Manager which has sub-delegated that authority to

the Investment Manager. The Manager’s response to the

FRC’s Stewardship Code may be found on its website at:

https://www.abrdn.com/en-gb/intermediary/sustainable-

investing/active-ownership

Modern Slavery Act

Due to the nature of the Company’s business, being an

investment company that does not offer goods and

services to customers, the Board considers that it is not

within the scope of the Modern Slavery Act 2015 because

it has no turnover. The Company is therefore not required

to make a slavery and human trafficking statement.

However, the Board maintains oversight of its third party

suppliers and considers that, as these comprise

predominantly professional advisers and service providers

in the financial services industry, the risk is likely to be low in

relation to this matter.

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report

from its operations, nor does it have responsibility for any

other emissions producing sources under the Companies

Act 2006 (Strategic Report and Directors’ Reports)

Regulations 2013. However, at the portfolio level, the

Manager engages on environmental issues with

underlying investments.

Viability Statement

In accordance with the provisions of the UKLA’s Listing

Rules and the FRC’s UK Corporate Governance Code, the

Directors have assessed the prospects of the Company

over a longer period than the 12 months required by the

“Going Concern” provision. The Board conducted this

review for the period up to the AGM in 2028, being a three

year period from the date of shareholders’ approval of this

Annual Report. The three year review period was selected

because it is aligned with the Board’s anticipated

timescale for the completion of the next phase of the

Managed Wind-Down of the Company. The Board

considers that this period reflects a balance between

looking out over a medium term horizon and the inherent

uncertainties of looking out further than three years, given

the profile of the Company’s private markets investments.

12 abrdn Diversified Income and Growth plc

In assessing the viability of the Company over the

review period, the Board has focused upon the

following factors:

· the principal risks and uncertainties detailed on pages 9

and 10 and the steps taken to mitigate these risks;

· the relevance of the Company’s investment objective

and investment policy;

· the return of capital to shareholders; and

· the level of demand for the Company’s shares.

The three-year review considers the Company’s cash

flow, involving both capital commitments and cash

distributions, as well as other key financial ratios over the

period. The three-year review also makes certain

assumptions about the normal level of expenditure likely

to occur and considers the impact on the financing

facilities of the Company. Whilst the financial statements

have been prepared on a going concern basis, the Board

considers that there is a material uncertainty in respect of

the Managed Wind-Down of the Company (see note 2 (a)

on page 65 for related basis of preparation disclosures).

In making this assessment, the Board has considered in

particular the potential longer term impact of a large

economic shock, a period of increased stock market

volatility and/or markets at depressed levels, a significant

reduction in the liquidity of the portfolio or changes in

investor sentiment or regulation, and how these factors

might affect the Company’s prospects and viability in the

future. The Board reviewed a cash flows analysis in

reaching its conclusions, but recognises that the

Company’s operating expenses are significantly lower

than its total income.

The Board has also considered a number of financial

metrics, including:

· the level of current and historic ongoing charges

incurred by the Company;

· the share price discount to NAV;

· the level of income generated by the Company;

· future income forecasts; and

· the liquidity of the Company’s portfolio and timing of

expected realisation of assets.

Considering the liquidity of the portfolio, arising from

realisation of assets, remaining capital commitments, and

the largely fixed overheads which comprise a small

percentage of net assets, the Board has concluded that,

even in exceptionally stressed operating conditions, the

Company would be able to meet its ongoing operating

costs as they fall due.

Taking into account the Company’s current position and

the potential impact of its principal risks and uncertainties,

the Directors have a reasonable expectation that the

Company will be able to continue in operation and meet

its liabilities as they fall due for a period of three years from

the date of this Report.

Future of the Company

The Board’s view of the future for the Company can be

found in the Chairman’s Statement on page 6 under

“Outlook” while the Investment Manager’s view on future

portfolio realisations may be found on page 19.

On behalf of the Board

Davina Walter

Chairman

20 January 2025

Overview of Strate

Continued

abrdn Diversified Income and Growth plc 13

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

The Board is required to report how it has discharged its

duties and responsibilities under section 172 of the

Companies Act 2006 during the year under review. Under

this requirement, the Directors have a duty to promote the

success of the Company for the benefit of its members

(shareholders) as a whole, taking into account the likely

long term consequences of decisions, the need to foster

relationships with the Company’s stakeholders, and the

impact of the Company’s operations on the environment.

In addition, the Directors must act fairly between

shareholders and be cognisant of maintaining the

reputation of the Company.

Following the Board’s decision to place the Company into

a Managed Wind-Down the nature of engagement has

changed from one of promotion to a focus on timely

communication with shareholders regarding delivery of

the strategy of asset realisation.

The Purpose of the Company and

Role of the Board

The purpose of the Company is to act as a vehicle to

provide, over time, financial returns (both income and

capital) to its shareholders. Investment trusts, such as the

Company, are long-term investment vehicles and are

typically externally managed, have no employees, and

are overseen by an independent non-executive board

of directors.

The Board, which during the year comprised between four

and five independent non-executive Directors with a

broad range of skills and experience across all major

functions that affect the Company, retains responsibility

for taking all decisions relating to the Company’s

investment objective and policy, gearing, corporate

governance and strategy, and for monitoring the

performance of the Company’s service providers.

The Board’s philosophy is that the Company should

operate in a transparent culture where all parties are

treated with respect as well as the opportunity to offer

practical challenge and participate in positive debate

which is focused on the aim of achieving the expectations

of shareholders and other stakeholders alike. The Board

reviews the culture and manner in which the Manager

operates at its regular meetings and receives regular

reporting and feedback from the key service providers.

The Company’s main stakeholders are its shareholders,

the Manager, other service providers, as well as its

investee companies and funds.

How the Board Engages with Stakeholders

The Board considers its stakeholders at Board meetings and receives feedback on the Manager’s interactions with them

Stakeholder How the Board Engages

Shareholders Shareholders are key stakeholders and the Board places great importance on communication

with them, and meet, in the absence of the Manager, with current and prospective shareholders

to discuss performance and to receive shareholder feedback. The Board welcomes all

shareholders’ views.

Part of that engagement has been to evaluate the feedback from shareholders regarding the

Company’s share price and the persistent discount to NAV at which its shares trade, culminating in

effecting the proposals for a Managed Wind-Down of the Company in February 2024.

Regular updates are provided to shareholders through the Annual Report, Half Yearly Report,

Manager’s monthly factsheets, company announcements, including daily net asset value

announcements, and the Company’s website.

ement with Shareholders

14 abrdn Diversified Income and Growth plc

Manager The Investment Manager’s Report on pages 17 to 19 sets out the key investment decisions taken

during the year. The Investment Manager has continued to manage the Company’s assets in

accordance with the investment objective, as last amended and approved by shareholders on 27

February 2024, with the oversight of the Board.

The Board regularly reviews the Company’s performance against its investment objective. In

addition to an annual strategy session, the Board reviews in detail at each meeting the

implementation of that strategy to ensure that the Company is positioned well for the future

delivery of its objective for its stakeholders, in particular evaluating progress as regards the

Managed Wind-Down of the Company. The decision to place the Company in a Managed Wind-

Down was a direct result of the strategy review conducted in late 2023.

The Board receives presentations from the Investment Manager at every Board meeting to help it

to exercise effective oversight of the Investment Manager and the Company’s strategy.

The Board, through the Management Engagement Committee, formally reviews the

performance of the Manager at least annually. More details are provided on page 38.

Investee Companies and Funds Responsibility for actively monitoring the activities of investee companies and funds has been

delegated by the Board to the Manager which has sub-delegated that authority to the Investment

Manager.

The Board has also given discretionary powers to the Investment Manager to exercise voting

rights on resolutions proposed by the investee companies within the Company’s portfolio.

The Board and Manager are committed to investing in a responsible manner and the Investment

Manager integrates environmental, social and governance considerations into its research and

analysis as part of the investment decision-making process. Through engagement and exercising

voting rights, the Investment Manager actively works with companies to improve corporate

standards, transparency and accountability.

Service Providers The Board seeks to maintain constructive relationships with the Company’s suppliers, either

directly or through the Manager, with regular communications and meetings.

The Audit Committee conducts an annual review of the performance, terms and conditions of the

Company’s main service providers to ensure they are performing in line with Board expectations

and providing value for money.

Specific Examples of Stakeholder Consideration During the Year

While the importance of giving due consideration to the Company’s stakeholders is not new, and is considered as part of

every Board decision, the Directors were particularly mindful of stakeholder considerations during the year ended 30

September 2024 in relation to the following -

· publication of the circular to shareholders in February 2024, further to feed-back received from shareholders,

proposing that the Company conduct an orderly realisation to its assets in a manner that sought to optimise the value

of the Company’s investments while progressively returning cash to shareholders; and

· publication of the circular to shareholders in June 2024 recommending to shareholders the adoption of a B Share

Scheme reflecting the Board’s belief that this represented the fairest and most efficient mechanism by which to return

substantial amounts of cash to shareholders.

ement with Shareholders

Continued

abrdn Diversified Income and Growth plc 15

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Performance (total return)

31 March 2017

– 31 December 2020

–

30 September 2024 30 September 2024 1 year 3 years 5 years

% return % return % return % return % return

Net asset value – debt at par

+13.3 +6.4 –2.3 –2.1 +3.3

Net asset value – debt at fair value

+21.6 +8.7 –2.2 –0.6 +10.9

Share price

+2.3 +6.4 +8.1 +2.0 +5.3

Considered to be an Alternative Performance Measure. Total return represents the capital return plus dividends reinvested. Further details can be found on page 101.

Change of Investment Objective and Investment Policy on 31 March 2017.

Change of Investment Objective and Investment Policy on 31 December 2020.

Source: abrdn, Morningstar and Lipper.

Ten Year Financial Record

Year to/As at 30 September 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Total revenue (£’000) 23,120 23,265 17,961 23,262 22,106 20,783 18,878 17,959 17,163 15,638

Per Ordinary share (p)

Net revenue return 7.1 7.6 5.3 6.2 5.7 5.6 5.1 5.0 4.4 3.6

Total return (4.5) 1.3 8.0 2.8 2.6 (1.4) 6.7 (0.2) (0.1) (1.2)

Net dividends payable 6.54 6.54 5.89 5.24 5.36 5.44 5.52 5.60 7.33 3.37

Net asset value per Ordinary share (p)

Debt at par value 136.6 131.6 132.7 130.3 128.1 121.7 123.5 117.8 112.7 67.5

Debt at fair value 131.0 123.6 126.4 124.2 119.9 113.4 121.7 117.6 112.6 N/A

Equity shareholders’ funds (£’000) 374,832 351,521 436,767 428,129 413,679 386,230 382,118 363,358 339,534 203,306

Performance and Results

16 abrdn Diversified Income and Growth plc

abrdn Fund Managers Limited

The Company’s Manager is abrdn Fund Managers Limited, a subsidiary of abrdn plc which manages a combined

£506 billion (as at 30 June 2024) in assets for a range of clients, including individuals and institutions, through mutual

and segregated funds.

The Investment Team

Nalaka De Silva

Head of Private

Markets Solutions

Nalaka has over 21 years’ experience in

developing, implementing and managing

strategies across the Public and Private

Markets spectrum. This includes

investments across Private Equity,

Infrastructure, Real Estate, Natural

Resources and Private Credit on a global

basis. Solutions based strategies are

designed around client outcomes

including growth, income and proactive

ESG strategies.

Nalaka joined abrdn in 2012. Prior to this,

Nalaka held senior roles at Australian and

European Investment management firms.

He has lead M&A activity, off-market

acquisitions and divestments of assets

together with offshore and onshore capital

raising in debt and equity markets. Nalaka

is a qualified Chartered Accountant and

holds a postgraduate degree in

Commercial Law and Accounting.

Nic Baddeley

Investment Manager

Nic has over 10 years’ experience in

investment analysis and management

working across public and private asset

classes. He is responsible for the

management of private markets portfolios

undertaken by the Private Markets

Solutions desk, as well as the continual

development of investment processes,

portfolio management and risk

management techniques. Prior to joining

the current team, Nic worked as an analyst

with the global listed real estate team,

responsible for sector coverage of the

Chinese housebuilders, portfolio

construction, and risk measurement.

Nic joined abrdn in 2015, prior to which he

worked as a data scientist for a global data

consultancy, and as an investment analyst

at Mercer focussing on strategy analysis

and fund recommendations for institutional

investors. Nic graduated from the University

of Edinburgh with an MA (Hons) degree in

Psychology and is a CFA® charterholder.

Aretaios Chourdakis

Senior Investment Analyst

Aretaios is a Senior Investment Analyst

within the Private Market Solutions team,

where he is responsible for sourcing,

screening, analysing, and executing both

direct and indirect investment transactions

across a range of private market

strategies.

He joined abrdn in 2019 as part of the

Valuation & Complex Asset Pricing team,

undertaking valuations for a diverse

portfolio of illiquid assets across various

sectors and geographies. Subsequently, he

participated in a secondment with the

Small and Mid-Cap Equity Research team,

where he was responsible for drafting

research notes and presenting investment

recommendations. Prior to his current role,

Aretaios worked as an Associate at State

Street within the Fund Services division and

at Forocom, a Greek business consulting

firm. Aretaios holds a BSc in Business

Management from the University of Piraeus

and an MSc in Accounting and Finance

from the Athens University of Economics

and Business. He has also earned the

Investment Management Certificate (IMC),

the Financial Modelling & Valuation Analyst

Certification (FMVA) and the Commercial

Banking & Credit Certification (CBCA)

from the Corporate Finance Institute (CFI).

Information about the Mana

abrdn Diversified Income and Growth plc 17

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

The year ended 30 September 2024 witnessed a

considerable reorganisation of the Company’s investment

portfolio. Following the approval by shareholders, in

February 2024, for the Company to enter a Managed

Wind-Down, the Investment Manager partially liquidated

the portfolio over a three to five month period to allow

the Board to return approximately £115m at NAV on

10 July 2024.

As the Company moves into the next phase of the

Managed Wind-Down, the Investment Manager is taking

further steps to realise value for investors over the next

three years. The remaining investments are a broad range

of Alternative and Private Markets exposures ranging from

litigation finance, healthcare royalties, infrastructure, real

estate to private equity and private credit. Each

investment has a unique set of dynamics that will need to

be carefully managed over the wind-down period.

Market Dynamics

Monetary Policy

Monetary policy across the US, UK, and Europe has been

shaped by persistent inflationary pressures, delaying

anticipated rate cuts. The US Federal Reserve (“Fed”)

lowered rates by 25 basis points (“bps”) in December 2024,

bringing its target range to 4.25%-4.50%, marking the third

consecutive rate cut following similar reductions in

September and November. The Fed’s cautious approach

reflects ongoing concerns over a slowing labour market,

which remains a key focus. In the UK, the Bank of England

(“BoE”) reduced the bank rate by 25 bps to 4.75% in

November and left the rate unchanged in December. The

BoE Governor has cautioned against over-eager rate cuts

given the inflationary background. The next update is in

February 2025, with the BoE currently expecting inflation

to rise to 2.8% by the third quarter of 2025 before

gradually easing. Meanwhile, the European Central Bank

(“ECB”) lowered its key interest rates by 25 bps in

December 2024, bringing the deposit facility rate down to

3%. This marked the fourth rate cut of the calendar year

2024. The ECB anticipates Eurozone inflation returning to

its 2% target by early 2025 though growth remains

sluggish due to external political instability and other risks

such as the potential for a new US trade war.

Private Equity and Venture Capital

Private equity is cautiously moving towards more exits but

fundraising remains below historical standards. The trend

towards concentration continues with fewer but larger

funds being raised from investors. In the venture capital

space, the lack of distributions is a significant issue. The

market for initial public offerings and large mergers and

acquisitions (M&A) remains subdued, with only 14

companies going public in the third quarter for an

aggregate exit value of $10.4 billion, which is below the

long-term average.

Private Credit

In a higher interest rate environment, certain companies

are increasingly opting for payment-in-kind options

instead of cash interest payments. This trend has

intensified as the US Federal Reserve shifts towards rate

cuts. Private credit lenders are offering more flexible terms

to attract borrowers, foregoing more attractive cash-pay

interest to win deals.

Real Assets

In infrastructure, fundraising in the second quarter was

$18.4 billion, just 55% of the five-year average. The

number of funds closed was also below the five-year

average. Despite this, long-term allocations to

infrastructure are expected to grow, especially in the

energy transition and efficiency sectors. Investment

sentiment in real estate is improving globally, with

fundraising and deal value trending upwards. Europe, in

particular, saw real estate deal value more than double

from the previous quarter.

Performance

In aggregate, the majority of investments delivered

positive performance in local currency. The positive

contributors included Private Equity (+10bps), Private

Credit (+43bps), Royalties (+45bps). Litigation Finance

(+36bps), Global Private Markets (+22bps), Global

Infrastructure (+79bps), and Cash and Government Bonds

(+60bps), Detractors from performance included Real

Estate, which experienced a negative 220bps while FX

movements, related to the fall in the US Dollar against

Sterling over the year, returned negative 325bps. Overall,

the aggregate return of the portfolio was -138bps over

the year.

Investment Mana

er’s Report

18 abrdn Diversified Income and Growth plc

How did the portfolio produce returns

during the year?

Private Equity

Patria Secondaries Opportunities fund delivered +54bps.

Since the start of 2024, the improved momentum in the

secondary market seen in H2 2023 has continued and

accelerated with increased activity across a range of deal

types and sizes. The combination of a more stable

valuation backdrop and increased confidence from larger

secondary buyers to deploy capital should further reduce

the pricing gap between buyers and sellers, which will in

turn encourage more volume of deals to come to market.

With expectations of a constrained M&A market and slow

distribution pace in 2024, both limited partners (the

investors, including the Company, (“LPs”)) and general

partners (the manager of the fund, (“GPs”)) are expected

to proactively seek liquidity in the secondary market in

increasing numbers.

Bonaccord Capital Partners (“BCP”) delivered +86bps, BCP

buys equity stakes in alternative asset managers who

operate in the private equity, real estate, and private

credit space, mostly in the US. Given the rise in Private

Markets allocation and growth of the underlying

managers which BCP invests in, valuations have increased

in line with those for listed peers and growth of portfolios.

TrueNoord is an aircraft leasing business. The fleet is

currently sitting at 86 aircraft and reported that there

were a number of further portfolio trades in the market

that they were actively exploring. The valuation of the

portfolio was adjusted relative to listed market

comparable entities, with the Price-to-Book value revised

downwards by 130bps. However, ongoing performance of

the business remained on target.

Project Komodo (secondary private equity portfolio in

wind-down) detracted -19bps as the tail of the portfolio

continues to wind down.

Private Credit

Overall Private Credit has performed well with all

investments adding positive contribution to the portfolio,

attractive spreads were achieved compared with listed

markets.

PIMCO Private Credit fund invests in a diversified pool of

secured and unsecured credit including Asset-Backed

Securities, Residential Mortgage-Backed Securities, bridge

facilities across Commercial Real Estate, Residential Real

Estate, Corporate Debt, and Speciality Finance in the US

and Europe. The holding added +10bps before being fully

redeemed during the year.

Hark III provides investors with an opportunity to lend

capital on a NAV-financing basis to Private Equity backed

portfolio companies or investment vehicles that would

typically require dilutive equity capital. Since they

generally do not meet the stand-alone underwriting

criteria of the traditional lenders, such borrowers require

credit enhancement from financial sponsors giving rise to

higher spreads and greater security for lenders. Hark III

added +9bps to the portfolio.

Mount Row II involves the active management of a

diversified portfolio of senior secured debt European and

Global leveraged buyouts, with the focus being on the

largest and most liquid performing European senior

secured issuers. The strategy of the fund is to preserve

capital for shareholders, generate income and seek

capital appreciation when market opportunities arise,

through the careful management of specific loan books

and deleveraging of the overall portfolio. Mount Row II

added 24bps over the year.

Real Assets

Real assets (Real Estate and Infrastructure) detracted

from performance, returning -220bps over the year.

Real Estate assets have suffered from continued

underperformance due to a negative market

environment. Residential development investments are

particularly affected where the higher cost of borrowing

and delayed disposals have resulted in losses. Over the

year AEROF detracted 209bps while Aberdeen Property

Secondaries Fund detracted 17bps.

Offsetting this is the more stable contracted cashflow

exposure generated in the Global Infrastructure

investments programme. Overall this basket of

investments delivered +83bps. The portfolio management

team have exercised liquidity options where available and

we expect capital to be returned over the next three

years. There have been some specific asset capitalisation

in the SL Core infrastructure II programme, which will

result in slower distributions in the near term, however this

will be beneficial over the longer term.

Investment Mana

er’s Report

Continued

abrdn Diversified Income and Growth plc 19

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Diversifying Opportunities

Diversifying Opportunities investments contributed

positive 116bps to the performance of the Company over

the period. These assets are less sensitive to global macro

movements and provided stability to the portfolio.

Performance was broadly spread across several assets,

with positive returns from the private HealthCare Royalty

Partners IV (+45bps), Burford Litigation Finance (+36bps)

and the Global Private Markets Fund (+22bps). Residual

wind-down assets in Markel Catco returned a positive

+13bps over the year.

Defensive Assets

Our exposure to defensive assets, such as government

bonds and cash, increased in response to providing the

capacity to return capital to shareholders and cover

remaining unfunded positions in private markets. In

aggregate, these positions generated positive returns of

+60bps to the portfolio.

Future portfolio realisations

We anticipate returning capital regularly to shareholders,

subject to sufficient liquidity, as investments mature over

time and a strategy is put in place for longer dated assets.

There is a broad spectrum of asset classes and maturity

across the portfolio. The investment team are working on

a number of potential liquidity mechanisms and as these

options become tangible, we will continue to work with the

Board as to how best to execute this on behalf of

shareholders.

Nalaka De Silva,

Head of Private Markets Solutions

Nic Baddeley, Investment Manager,

Private Markets Solutions

Aretaios Chourdakis, Senior Investment Analyst,

Private Markets Solutions

abrdn Investments Limited

Investment Manager

20 January 2025

20 abrdn Diversified Income and Growth plc

Portfolio

abrdn Diversified Income and Growth plc 21

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Patria Secondary Opportunities Fund IV

The fund’s strategy is to acquire secondary interests in private markets investments, principally secondary interests in funds investing

in private equity investments. The fund targets investments in niche or less competitive areas of the secondary market and/or where

the Manager has an information or sourcing advantage. Such investments are likely to include direct private equity funds, complex or

opportunistic secondaries in private markets opportunities, and private equity fund of funds or secondary funds.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

abrdn Private Equity Europe 2020 $406m 14 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Secondary Fund-of Funds $25m USD 56% 27.2% £16.1m

TrueNoord

This is a co-invest in a regional aircraft leasing business based in Amsterdam. The business specialises in the leasing and lease

management of specific regional aircraft, such as ATR, Bombardier and Embraer, to a range of partners around the world. It currently

has 86 aircraft in its fleet.

Fund Information

Sponsor Asset Class Country/Region Vintage Company Size Term

Freshstream Private Equity Europe 2017 $414m Evergreen

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Co-invest $7m USD 100% 6.9% £7.1m

Bonaccord Capital Partners I

Bonaccord Capital Partners I (“BCP”) targets investment in equity stakes in alternative asset management companies (e.g. Private

Equity and Private Credit Managers). The team focus on managers who are at the growth stage, who have a core product with a

track record, and the potential to launch new products. As part owners of these managers, BCP receives a steady stream of income

returns from the fees managers charge their investors, with upside ‘lumpy’ yield potential from carried interest earnings. There is also

potential for long-term capital appreciation over and above profit distributions, driven by General Partner growth, de-risking, and

potential portfolio-level multiple arbitrage.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

Bonaccord Capital Partners Private Equity North America and Europe 2019 $739m 12 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund $20m USD 80% 16.2% £18.1m

Private Equity

22 abrdn Diversified Income and Growth plc

Maj Invest Equity V

Maj Invest Equity V is a Private Equity fund focusing on a Buy-Out strategy investing in small and medium sized companies in Denmark

with typical revenues of €12m to €130m. The sector focus of Maj V is Industrials, Technology, MedTech and Trade.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

Maj Invest Equity A/S Private Equity Denmark 2016 DKK2,125m 10 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund DKK25m DKK 95% -3.9% £2.1m

Harbourvest International Private Equity Partners VI

HIPEP VI is a Private Equity fund of funds, with North American, European, Asia Pacific and Emerging Market exposure.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

HarbourVest Private Equity Global 2009 €1,448m 13 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Secondary Fund-of Funds $3.6m EUR 95% 19.2% £1.2m

Other Private Equity

Project Komodo

The fund comprises six mature private equity investments totalling less than £700k in net asset value, and is not described further.

Maj Equity Fund IV

The fund is in liquidation with no assets left to sell, and under £500k of net asset value, and is not described further.

Private Equity

Continued

abrdn Diversified Income and Growth plc 23

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Andean Social Infrastructure Fund I LP

Andean Social Infrastructure Fund I invests in social and economic infrastructure projects undertaken through the award of

concessions by central or local government counterparties with strong credit quality (PPP), including all major sectors of social and

economic infrastructure in approved countries around the globe.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

abrdn Infrastructure Latin America 2017 $198m 10 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund $25m USD 77% 9.2% £15.8m

Aberdeen Global Infrastructure Partners II

Aberdeen Global Infrastructure Partners II invests in concession and PPP infrastructure projects in Australia and the US. It has financed

and managed the development of these projects and all are now operational.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

abrdn Infrastructure North American and Australia 2014 AUD$172m 30 years (with

defined liquidity

window between

years 7 and 12)

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund AUD$25m AUD 53% 29.3% £2.3m

SL Capital Infrastructure II

SL Capital Infrastructure II focuses on mid-market European core infrastructure projects and an emphasis on sustainability, with

significant ESG philosophy integration into the investment and asset management process.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

abrdn Infrastructure Europe 2019 €667m 12 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Fund €28.5m EUR 99% 5.4% £27.8m

Infrastructure

24 abrdn Diversified Income and Growth plc

Pan-European Infrastructure Fund

The Pan-European Infrastructure Fund (PEIF) specialises in European infrastructure investments. The opportunity was presented by

the abrdn Economic infrastructure team, who were already indirect investors in the fund, and wanted to increase their exposure

through an available secondary sale.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

DWS Infrastructure Europe 2005 €2,066m 10 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Secondary Fund €4.7m EUR 93% 14.8% £768,000

BlackRock Renewable Income UK

BlackRock Renewable Income (BRI) is a UK focused renewable energy fund. BRI is currently fully invested in 48 wind and solar projects

across the UK. 63% of current NAV is in the UK wind sector, and 37% is in the UK solar sector. 100% of the portfolio is operational and

unlevered, and the portfolio has a net average cash yield since inception of 8.2% as of 30 June 2024.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

BlackRock Infrastructure Europe 2015 £773m Evergreen

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Fund £8.5m GBP 100% 12.7% £6.7m

Infrastructure

Continued

abrdn Diversified Income and Growth plc 25

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Hark Capital Partners III

The Fund’s strategy relates to lending to private equity funds against the value of their assets and the uncalled commitments from

underlying investors. Hark III intends to provide investors with an opportunity to achieve attractive risk-adjusted returns of 11%-12% at

a compelling relative value.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

Hark Capital Partners Private Credit US 2022 $485m 7 years + 1

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund $10m USD 50% 12.2% £4.1m

PIMCO Private Income Fund

PIMCO’s Private Income Fund, launched in April 2019, is primarily focused on income producing private assets. It seeks to deploy

capital fluidly across credit sectors and over economic cycles. It is housed in an evergreen fund structure, for investors seeking to

manage their exposure through time. The Investment opportunity has three core pillars to its strategy: a multi-sector approach to

private credit, integrated investment team and evergreen vehicle structure. The fund is a highly-diversified private lending fund that

leverages PIMCO’s position as a global fixed income leader with deep credit expertise. It seeks to provide attractive income-driven

returns by primarily investing in performing private credit across the residential, commercial, specialty finance, and corporate sectors.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

PIMCO Private Credit America and Europe 2021 $730m Open-ended

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund $10m USD 100% 4.4% £6.7m

Mount Row Credit Fund II

Mount Row Credit Fund II, is an active managed diversified portfolio of senior debt European and Global leveraged buyouts with the

focus being on the largest and most liquid performing European senior secured issuers. Fund’s strategy is to preserve capital for

shareholders, generate current income and seek capital appreciated when market opportunities arise.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

Investcorp Private Credit Europe 2021 €221m 2.5 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund $10m GBP 100% 4.5% £9.4m

Private Credit

26 abrdn Diversified Income and Growth plc

Aberdeen European Residential Opportunities Fund

AEROF is a residential development fund, converting brownfield sites with higher value as residential units and building residential

assets on greenfield sites both for sale and for rental in the build to rent, micro living and student accommodation sectors. The fund

was due to finish in 2023, but has entered its extension period, and is due to complete in Q2 2025.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

abrdn Real Estate Europe & UK 2017 €600m 6 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund €15m EUR 100% -30.1% £2.6m

Aberdeen Property Secondary Partners II

The Fund’s strategy is to acquire attractive property fund across Europe and India. The portfolio has exposure across seven different

countries with three of those accounting for 88% of the portfolio (Spain, the UK, and India). From a sector perspective the largest

exposure (53% of NAV) is to offices, with a further 23% invested in the more resilient residential sector. The Fund term was due to

expire in December 2024 but has now been extended by a year to December 2025.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

abrdn Real Estate Europe and Asia 2017 €103m 7 years +1+1+1

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Secondary Fund-of Funds €22m EUR 94% 6.0% £7.8m

Cheyne Social Property Impact Fund

Cheyne Social Property Impact Fund invests in UK property for use by social sector organisations for disadvantaged groups. The fund

reached its maturity in 2021 and we granted its extension of 12 months in January 2021 and 18th months to September 2023. As the

fund is now past the end of its permitted life, the Company are not being charged any fees by the manager for this fund.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

Cheyne Real Estate UK 2016 £187m 7 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund £6m GBP 100% -1.2% £3.3m

Real Estate

abrdn Diversified Income and Growth plc 27

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Burford Opportunity Fund

Burford Opportunity Fund invests in litigation finance, funding the legal costs of carefully selected commercial cases typically in return

for a percentage of the damages or awards paid to the claimant, should they be successful.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

Burford Capital Litigation Finance North America 2018 $300m 5 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund $25m USD 75% 13.6% £16.1m

HealthCare Royalty Partners IV

HealthCare Royalty Partners IV (HCR IV) invests in royalty streams from life sciences companies and drug developers. Many life

science companies or developers want to raise funds to fund future research and development work, without diluting their interests or

giving away control. By selling a proportion of their future sales to funds such as HCRIV, they can raise this non-dilutive capital.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

Abrdn Healthcare Royalties Global, with a focus on North America 2018 $1,2bn 10 years

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary Fund $25m USD 98% 15.6% £12.3m

abrdn Global Private Markets Fund

The abrdn Global Private Markets Fund launched with existing exposure to North American and European private equity focused on

mid-market companies, along with economic infrastructure and energy assets in the UK and Europe. The Fund is currently building

out and diversifying its exposure. There is exploratory activity globally with particular attention on technology, demographics and

sustainability themes. The near-term focus will be to expand the portfolio into private credit and real asset strategies (Real Estate,

Infrastructure and Natural Resources) while diversifying the current private equity and infrastructure assets by sector and market.

Geographically, we will focus on private equity and venture capital in North America, infrastructure in OECD markets, real estate in the

Europe and Asia, and private credit strategies in North America and Europe. Implementation will focus on secondary investments and

co-investments alongside Fund commitments.

Fund Information

Fund Manager Asset Class Country/Region Vintage Fund Size Term

abrdn Multi-asset private market Global 2018 £328m Open-ended

Key Information

Investment Commitment Currency % Drawn IRR NAV (GBP)

Primary/Secondary/Direct £15m GBP 100% 9.5% £20.7m

Special Opportunities

28 abrdn Diversified Income and Growth plc

As at 30 September 2024

At At

30 September 30 September

2024 2023

% of Total % of Total

investments investments

SL Capital Infrastructure II

15.2 8.1

European economic infrastructure

Aberdeen Standard Global Private Markets Fund

11.4 5.9

Multi-strategy private markets exposure

Bonaccord Capital Partners I-A

10.0 4.7

Investment in alternative asset management companies

Burford Opportunity Fund

8.9 5.1

Litigation finance investments initiated by Burford Capital

Patria Secondaries Opportunities Fund IV

8.8 3.8

Diversified Private Equity portfolio which invests through secondary transactions

Andean Social Infrastructure Fund I

8.7 4.4

Infrastructure project investments in the Andean region of South America

Healthcare Royalty Partners IV

6.8 4.7

Healthcare royalty streams primarily in the US

Mount Row Credit Fund II

5.1 3.0

Diversified portfolio of senior debt European and Global leveraged buyouts

Aberdeen Property Secondaries Partners II

4.3 2.8

Real estate value added portfolio of properties across United Kingdon and Europe

TrueNoord Co-Investment

3.9 2.6

Aircraft leasing company which specialises in regional aircraft

Denotes abrdn plc managed products

Unlisted holdings

Ten Lar

est Investments

abrdn Diversified Income and Growth plc 29

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

As at 30 September 2024

Valuation Total investments Valuation

2024 2024 2023

Company £’000 % £’000

Private Equity

Bonaccord Capital Partners I-A

18,130 10.0 16,091

Patria Secondaries Opportunities Fund IV

16,057 8.8 12,940

TrueNoord Co-Investment

7,136 3.9 8,765

Maj Invest Equity V

2,095 1.1 2,432

HarbourVest International Private Equity VI

1,240 0.7 1,678

Mesirow Financial Private Equity IV

400 0.2 599

HarbourVest VIII Venture Fund

104 0.1 123

Mesirow Financial Private Equity III

80 – 117

Maj Invest Equity IV

24 – 1,205

HarbourVest VIII Buyout Fund

23 – 160

Top ten Private Equity holdings 45,289 24.8

Other holdings 9 –

Total Private Equity 45,298 24.8

Real Estate

Aberdeen Property Secondaries Partners II

7,840 4.3 9,385

Cheyne Social Property Impact Fund

3,299 1.8 3,299

Aberdeen European Residential Opportunities Fund

2,556 1.4 7,524

Total Real Estate 13,695 7.5

Infrastructure

SL Capital Infrastructure II

27,792 15.2 27,419

Andean Social Infrastructure Fund I

15,821 8.7 15,016

BlackRock Renewable Income – UK

6,657 3.7 8,199

Aberdeen Global Infrastructure Partners II (AUD)

2,250 1.2 4,541

Pan European Infrastructure Fund

768 0.4 1,205

Total Infrastructure 53,288 29.2

Private Credit

Mount Row Credit Fund II

9,393 5.1 10,166

PIMCO Private Income Fund Offshore Feeder I LP

6,736 3.7 7,662

ASI Hark III

4,109 2.2 6,042

Total Private Credit 20,238 11.0

Private Markets Investments

30 abrdn Diversified Income and Growth plc

As at 30 September 2024

Valuation Total investments Valuation

2024 2024 2023

Company £’000 % £’000

Other

Aberdeen Standard Global Private Markets Fund

20,730 11.4 19,934

Burford Opportunity Fund

16,120 8.9 17,272

Healthcare Royalty Partners IV

12,263 6.8 16,235

Markel CATCo Reinsurance Fund Ltd – LDAF 2018 SPI

572 0.3 333

Markel CATCo Reinsurance Fund Ltd – LDAF 2019 SPI

242 0.1 81

Total Other 49,927 27.5

Total Private Markets 182,446 100.0

Denotes abrdn plc managed products

Unlisted holdings

Private Markets Investments

Continued

abrdn Diversified Income and Growth plc 31

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

As at 30 September 2024

Valuation Valuation Valuation

2024 2024 2023

Company £’000 % £’000

Reinsurance Sub-Fund

CATCo Reinsurance Opportunities Fund 79 - 84

Total Reinsurance Sub-Fund 79 -

Total Equities 79 -

Listed Equities

32 abrdn Diversified Income and Growth plc

As at 30 September 2024

Valuation Net assets Valuation Net assets

2024 2024 2023 2023

£’000 % £’000 %

Total investments 182,525 89.8 339,972 100.1

Cash and cash equivalents

22,300 11.0 21,087 6.2

Forward contracts – – (5,615) (1.6)

6.25% Bonds 2031 – – (15,730) (4.6)

Other net liabilities (1,519) (0.8) (180) (0.1)

Net assets 203,306 100.0 339,534 100.0

Net Assets Summary

abrdn Diversified Income and Growth plc 33

Governance

34 abrdn Diversified Income and Growth plc

Davina Walter

Chairman

Experience:

Appointed a Director on 1 February 2019, Senior

Independent Director on 27 February 2019 and Chairman

on 26 February 2020, Davina Walter is an experienced

investment professional who has been actively involved

with investment trusts since 1985 when she joined

Henderson (now Janus Henderson) as a fund manager.

Having started her career at Cazenove & Co, ending up as

Head of US equity research, she then spent over 16 years

as an investment manager, most recently, as a Managing

Director at Deutsche Asset Management. She is a non-

executive director of Miton UK MicroCap Trust plc and

Fidelity European Trust plc.

Length of service:

5 years

Last re-elected to the Board:

2024

Committee membership:

Management Engagement Committee (Chairman) and

Nomination Committee (Chairman)

Contribution:

The Nomination Committee, chaired by the Senior

Independent Director, has reviewed the contribution of

Davina Walter in light of her proposed re-election at the

forthcoming AGM and has concluded that she continues

to chair the Company expertly, fostering a collaborative

spirit between the Board and Manager while ensuring that

meetings remain focussed on the key areas of

stakeholder relevance.

Tom Challenor

Senior Independent Non-Executive Director

and Chairman of the Audit Committee

Experience:

Appointed a Director on 6 April 2017 and Chairman of the

Audit Committee on 31 October 2018, Tom Challenor is a

non-executive director and Chair of the Audit Committee

of Vanguard Group (Ireland) Limited and its fund

companies, and is also a non-executive director of

Threadneedle India Fund Limited. Tom was formerly

Senior Independent Director of Euroclear UK &

International Limited, as well as a former non-executive

director of Aberdeen UK Tracker Trust plc, Cofunds

Limited, Xtrakter Limited and Threadneedle Lux (SICAV).

At Threadneedle Asset Management he was Director of

Strategy and Risk from 2005 to 2009 and Chief Financial

Officer from 1997 to 2005.

Length of service:

7 years

Last re-elected to the Board:

2024

Committee membership:

Audit Committee (Chairman), Management Engagement

Committee and Nomination Committee

Contribution:

The Nomination Committee has reviewed the contribution

of Tom Challenor in light of his proposed re-election at the

forthcoming AGM and has concluded that he continues to

occupy the roles of Senior Independent Director and

Chairman of the Audit Committee expertly, as well as

bringing to the Board his experience of internal controls

and risk management in an investment setting.

Board of Directors

abrdn Diversified Income and Growth plc 35

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Trevor Bradley

Independent Non-Executive Director

Experience:

Appointed a Director on 1 August 2019, Trevor Bradley

was a partner and member of the Management Board at

Ruffer LLP. He was responsible for growing and leading the

firm's institutional investment business and managed over

£1 billion of multi-asset portfolios for pension funds,

charities and other institutions. Prior to Ruffer, he was a

management consultant at McKinsey & Company and a

UK equity portfolio manager at Mercury Asset

Management. He is a Trustee Director of BBC Children in

Need and Chair of its Investment Committee.

Length of service:

5 years

Last re-elected to the Board:

2024

Committee membership:

Audit Committee, Management Engagement Committee

and Nomination Committee

Contribution:

The Nomination Committee has reviewed the contribution

of Trevor Bradley in light of his proposed re-election at

the forthcoming AGM and has concluded that he

continues to bring to the Board his knowledge of

investment management as well as experience in

investment companies.

Alistair Mackintosh

Independent Non-Executive Director

Experience:

Appointed a Director on 1 May 2021, Alistair Mackintosh

was a partner with Actis LLP, a leading investor in growth

markets across Africa, Asia and Latin America from its

inception in 2004 until 2018. He served as Chief Investment

Officer for twelve years, and chaired the Investment

Committees of Actis’ Private Equity, Infrastructure, Energy

and Real Estate funds. Previously, Alistair spent fifteen

years with PPM Capital Ltd (now Silverfleet Capital), the

mid-market private equity business of Prudential plc.

Length of service:

3 years

Re-elected to the Board:

2024

Committee membership:

Audit Committee, Management Engagement Committee

and Nomination Committee

Contribution

The Nomination Committee has reviewed the contribution

of Alistair Mackintosh in light of his proposed re-election at

the forthcoming AGM and has concluded that he brings to

the Board considerable expertise in Private Markets.

36 abrdn Diversified Income and Growth plc

The Directors present their audited Annual Report for the

year ended 30 September 2024.

Results

The financial statements for the year ended 30

September 2024 may be found on pages 61 to 91.

Return of capital to shareholders

The Company returned approximately 38.1p per Ordinary

share to shareholders on 10 July 2024 via a B Share

Scheme which was approved by shareholders at a

General Meeting held on 3 July 2024. Further detail may

be found in Overview of Strategy on page 8.

Dividends

Interim dividends of 1.42p per Ordinary share and 1.95p

per Ordinary share, were paid on 27 March 2024 and 24

October 2024, respectively, in respect of the year ended

30 September 2024.

In accordance with the circular to shareholders published

by the Company on 17 June 2024, the Board intends to

continue to pay a sufficient level of dividend to ensure that

the Company will not retain more than 15 per cent. of its

income in an accounting period so as to maintain the

Company’s investment trust status during the Managed

Wind-Down.

Revenue available to the Company will decrease as the

portfolio assets are realised and there can be no

guarantee as to the payment, quantum, or timing of

dividends during the Managed Wind-Down process.

However, it is expected that, at a minimum, the Company

will declare a dividend each September, normally payable

in October, to maintain investment trust status.

Further information on the Board’s intentions regarding

future dividends may be found in the Chairman’s

Statement on page 5 and, in relation to Resolution 3 to be

proposed at the AGM on 26 February 2025, on page 42.

Investment Trust Status

The Company is registered as a public limited company in

Scotland under number SC003721 and is an investment

company within the meaning of Section 833 of the

Companies Act 2006. The Company has been approved

by HM Revenue & Customs as an investment trust subject

to it continuing to meet the relevant eligibility conditions of

Section 1158 of the Corporation Tax Act 2010 and the

ongoing requirements of Part 2 Chapter 3 Statutory

Instrument 2011. The Directors are of the opinion that the

Company has conducted its affairs for the year ended 30

September 2024 so as to enable it to comply with the

ongoing requirements for investment trust status.

Individual Savings Accounts

The Company has conducted its affairs in such a way as

to satisfy the requirements as a qualifying security for

Individual Savings Accounts. The Directors intend that

the Company will continue to conduct its affairs in

this manner.

Capital Structure and Voting rights

The issued Ordinary share capital at 30 September 2024

consisted of 301,265,952 Ordinary shares with nominal

value of 1p each (2023 - 301,265,952 Ordinary shares with

nominal value of 25p each) with voting rights and

22,485,854 Ordinary shares of 1p each (2023 – 22,485,854

Ordinary shares of 25p each) held in treasury. No Ordinary

shares were bought back into treasury during the year

ended 30 September 2024 (2023 – 7,181,362) and no

Ordinary shares were bought back into treasury between

1 October 2024 and the date of approval of this Annual

Report.

Each Ordinary share (excluding treasury shares) holds

one voting right and shareholders are entitled to vote on

all resolutions which are proposed at general meetings of

the Company. The Ordinary shares, excluding treasury

shares, carry a right to receive dividends. On a winding up

or other return of capital, after meeting the liabilities of the

Company, the surplus assets will be paid to Ordinary

shareholders in proportion to their shareholdings.

Following the approval by the Court of Session in

Edinburgh of the reduction in the Company’s share capital

on 7 June 2024, the nominal value per Ordinary share was

reduced from 25p to 1p.

There are no restrictions on the transfer of Ordinary

shares in the Company other than certain restrictions

which may from time to time be imposed by law.

Directors

As at 30 September 2024 and as the date of this Report,

the Board consisted of a non-executive Chairman and

three non-executive Directors, all of whom served as

Directors throughout the year ended 30 September 2024,

Anna Troup retired as a Director on 27 February 2024.

Tom Challenor was Senior Independent Director and

Chairman of the Audit Committee.

Directors’ Report

abrdn Diversified Income and Growth plc 37

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Board Diversity

The Board recognises the importance of having a range

of skilled, experienced individuals with the right knowledge

represented on the Board in order to allow it to fulfil its

obligations. The Board also recognises the benefits and is

supportive of, and will give due regard to, the principle of

diversity in its recruitment of new Board members. The

Board will not display any bias for age, gender, race,

sexual orientation, socio-economic background, religion,

ethnic or national origins or disability in considering the

appointment of Directors. The Board will continue to

ensure that all appointments are made on the basis of

merit against the specification prepared for each

appointment. The Board will take account of the targets

set out in the FCA’s Listing Rules, which are set out below.

The Board voluntarily discloses the information, which has

been provided by each Director, in the tables below in

relation to its diversity. The Board has resolved that the

Company’s year end date be the most appropriate

reference date for disclosure purposes. There have been

no changes between 30 September 2024 and the date of

approval of this report.

The Board acknowledges that it does not meet the target

that at least 40% of Directors are women as set out in

UKLR 6.6.6R (9)(a)(i) nor the target that at least one

Director is from a minority ethnic background as set out in

UKLR 6.6.6R (9)(a)(iii). Further to the retirement of Anna

Troup and the approval of shareholders of the Company

entering a Managed Wind-Down, which both occurred on

27 February 2024, the Board considers that four Directors

is the appropriate number, taking account of the

responsibilities that require to be discharged and the need

to exercise control over the Company’s operating costs.

The Board does not expect to undertake a recruitment

exercise in the medium term, which would present an

opportunity to address diversity.

Table for reporting on gender as at 30 September 2024

Number of

board

members

Percentage of

the board

Number of senior

positions

on the board

(CEO, CFO, Chair and

SID)

Number in

executive

management

Percentage of

executive

management

Men 3 75% 1

n/a

(note 3)

n/a

(note 3)

Women 1

25%

(note 1)

Not specified/prefer not to say - - -

Table for reporting on ethnic background as at 30 September 2024

Number of

board

members

Percentage of

the board

Number of senior

positions

on the board

(CEO, CFO, Chair and

SID)

Number in

executive

management

Percentage of

executive

management

White British or other White

(including minority-white groups)

4 100% 1

n/a

(note 3)

n/a

(note 3)

Minority ethnic -

(note 2)

Not specified/prefer not to say - - -

Notes:

1. Does not meet the target that at least 40% of Directors are women as set out in UKLR 6.6.6R (9)(a)(i).

2. Does not meet the target that at least one Director is from a minority ethnic background as set out in UKLR 6.6.6R (9)(a)(iii).

3. This column is not applicable as the Company is externally managed and does not have any executive staff, specifically it does not

have either a CEO or CFO.

38 abrdn Diversified Income and Growth plc

The Role of the Chairman and Senior

Independent Director

The Chairman is responsible for providing effective

leadership to the Board, by setting the tone of the

Company, demonstrating objective judgement and

promoting a culture of openness and debate. The

Chairman facilitates the effective contribution, and

encourages active engagement, by each Director. In

conjunction with the Company Secretary, the Chairman

ensures that Directors receive accurate, timely and clear

information to assist them with effective decision-making.

The Chairman leads the evaluation of the Board and

individual Directors and acts upon the results of the

evaluation process by recognising strengths and

addressing any weaknesses. The Chairman also engages

with major shareholders and ensures that all Directors

understand shareholder views.

The Senior Independent Director acts as a sounding board

for the Chairman and acts as an intermediary for other

Directors, when necessary. Working closely with the

Nomination Committee, the Senior Independent Director

takes responsibility for an orderly succession process for

the Chairman, and leads the annual appraisal of the

Chairman’s performance. The Senior Independent

Director is also available to shareholders to discuss any

concerns they may have. Tom Challenor is the Senior

Independent Director.

Board Committees

The Board has appointed a number of Committees, as set

out below. Copies of their terms of reference, which define

the responsibilities and duties of each Committee, are

available on the Company’s website, or upon request from

the Company. The terms of reference of each of the

Committees are reviewed and re-assessed by the Board

for their adequacy on an ongoing basis.

Audit Committee

The Audit Committee’s Report is contained on pages

48 to 50.

Management Engagement Committee

The Management Engagement Committee consists of all

the Directors and was chaired by Davina Walter

throughout the year. The terms and conditions of the

Manager’s appointment, including an evaluation of

performance and fees, are reviewed by the Committee

on an annual basis. The Committee also keeps under

review the resources of abrdn plc, together with its

commitment to the Company and its investment trust

business. In addition, the Committee conducts an annual

review of the performance, terms and conditions of the

Company’s key third party suppliers, by undertaking peer

comparisons and reviewing reports from the Manager

and the Depositary.

The Board conducts a formal annual evaluation of the

performance of, and contractual relationship with, the

Manager and those third parties appointed by the

Manager. The evaluation includes consideration of the

investment strategy and process of the Manager, noting

performance against the benchmark over the long term

and the quality of the support that the Company receives

from the Manager. The Board confirms that it is satisfied

that the continuing appointment of the Manager, on the

terms agreed, is in the interests of shareholders as

a whole.

Management Agreement

The Company has appointed the Manager, a wholly-

owned subsidiary of abrdn plc, as its alternative

investment fund manager.

The Manager has been appointed to provide investment

management, risk management, administration and

company secretarial services as well as promotional

activities. The Company's portfolio is managed by the

Investment Manager by way of a group delegation

agreement in place between the Manager and

Investment Manager. In addition, the Manager has sub-

delegated administrative and secretarial services to

abrdn Holdings Limited and promotional activities to

abrdn Investments Limited.

The Manager charges a monthly fee at the rate of one-

twelfth of 0.50% on the first £300 million of NAV and 0.45%

of NAV in excess of £300 million. The value of any

investments in Exchange Traded Funds, unit trusts, open

ended and closed ended investment companies and

investment trusts of which the Manager, or another

company within the abrdn plc group, is the operator,

manager or investment adviser, is deducted from net

assets. Details of the management fee charged during the

year are included in note 4 to the financial statements.

The management agreement has in place a six months’

notice period. In the event of termination by the Company

on less than the agreed notice period, compensation is

payable to the Manager in lieu of the unexpired

notice period.

Directors’ Report

Continued

abrdn Diversified Income and Growth plc 39

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Nomination Committee

The Nomination Committee consists of all the Directors

and was chaired by Davina Walter throughout the year.

The Committee reviews the effectiveness of the Board,

succession planning, Board appointments, appraisals,

training and the remuneration policy. As stated in the

Directors’ Remuneration Report on pages 44 to 47, the

Nomination Committee determines the level of Directors’

fees and there is no separate remuneration committee.

The names and biographies of each of the current

Directors are shown on pages 34 and 35 and indicate

their range of skills and experience as well as their

length of service and individual contribution to the

governance of the Company.

Through the work of the Nomination Committee, the

Directors undertook a review of the Board, its Committees

and the performance of individual Directors. The process

involved the completion of questionnaires by each

Director with the results discussed by the Board thereafter,

with appropriate action points agreed. Following the

evaluation process, the Board concluded that it operates

effectively to promote the success of the Company and

that each Director makes a significant contribution to the

collective Board. The review of the Chairman was

undertaken by the Senior Independent Director. The

Board has assessed that, collectively, it had in place the

appropriate balance of skills, experience, length of service

and knowledge of the Company while recognising the

advantages of diversity.

Potential new Directors are identified against the

requirements of the Company’s business and the need to

have a balance of skills, experience, independence,

diversity and knowledge of the Company within the Board.

Each Director has the requisite high level and range of

business and financial experience which enables the

Board to provide clear and effective leadership and

proper governance of the Company.

The Directors attended scheduled meetings of the Board

and Board Committees during the year ended 30

September 2024 as set out in the table (with their eligibility

to attend the relevant meetings in brackets). The Directors

meet more regularly when business needs require, in

particular in relation to the strategic review. In addition,

there were ad hoc Committee meetings when not all

Directors were required to attend.

Director

Scheduled

Board

Meetings

Audit

Committee

Meetings

Management

Engagement

Committee

Meetings

Nomination

Committee

Meetings

Davina

Walter

4 (4) - (-) 2 (2) 2 (2)

Tom

Challenor

4 (4) 3 (3) 2 (2) 2 (2)

Trevor

Bradley

4 (4) 3 (3) 2 (2) 2 (2)

Anna

Troup

2 (2) 1 (1) 1 (1) 1 (1)

Alistair

Mackintosh

4 (4) 3 (3) 2 (2) 2 (2)

Davina Walter, as Chairman of the Board, is not a member of the Audit Committee

Retired as a Director on 27 February 2024

Further to the above, all Directors participated in

additional meetings in relation to both the strategic review

and B share scheme.

In line with best practice in corporate governance, all

Directors offer themselves for election or re-election at

the AGM. Davina Walter, Tom Challenor, Trevor Bradley

and Alistair Mackintosh each retire and, being eligible,

each submits themselves for re-election at the AGM. The

Board believes that all current Directors remain, and all

Directors during the year ended 30 September 2024 were,

and continue to be, independent of the Manager and free

from any relationship which could materially interfere with

the exercise of their judgement on issues of strategy,

performance, resources and standards of conduct. In

addition, the Board confirms that each Director

demonstrates commitment to the role and their

performance remains effective which supports their

individual contribution to the role.

The Board therefore recommends, for approval by

shareholders, the resolutions for the individual re-election

as Directors at the AGM of each of Davina Walter,

Tom Challenor, Trevor Bradley and Alistair Mackintosh.

40 abrdn Diversified Income and Growth plc

Directors’ and Officers’ Liability Insurance

The Company’s Articles of Association indemnify each of

the Directors out of the assets of the Company against

any liabilities incurred by them as a Director of the

Company in defending proceedings, or in connection with

any application to the court in which relief is granted. In

addition, the Directors have been granted qualifying

indemnity provisions by the Company which are currently

in force. Directors’ and Officers’ liability insurance cover

has been maintained throughout the year at the expense

of the Company.

Management of Conflicts of Interest

The Board has a procedure in place to deal with a

situation where a Director has an actual or potential

conflict of interest. As part of this process, each Director

prepares a list of other positions held and all other conflict

situations that may need to be authorised either in relation

to the Director concerned or his or her connected persons.

The Board considers each Director’s situation and decides

whether to prevent or manage any conflict, taking into

consideration what is in the best interests of the Company

and whether the Director’s ability to act in accordance

with their duties is affected. Each Director is required to

notify the Company Secretary of any potential, or actual,

conflict situations that will need authorising by the Board.

Authorisations given by the Board are reviewed at each

Board meeting.

No Director has a service contract with the Company

although all Directors are issued with letters of

appointment. There were no contracts during, or at the

end of the year, in which any Director was interested.

The Board takes a zero-tolerance approach to bribery

and has adopted appropriate procedures designed to

prevent bribery. The Manager also takes a zero-tolerance

approach and has its own detailed policy and procedures

in place to prevent bribery and corruption.

Corporate Governance

The Statement of Corporate Governance, which forms

part of the Directors’ Report, may be found on page 43.

Going Concern

The Financial Statements of the Company have been

prepared on a going concern basis. This conclusion is

consistent with the Company’s Viability Statement on

pages 11 and 12.

The Directors are mindful of the principal risks and

uncertainties disclosed on pages 9 and 10 and have

reviewed forecasts detailing revenue, liabilities and capital

commitments. The Directors are satisfied that: the

Company is able to meet all of its liabilities from its assets,

including its ongoing charges, so possesses sufficient

resources to continue in operational existence for the

foreseeable future and at least 12 months from the date

of approval of this Annual Report; the Company is

financially sound; and the Company’s key third party

service providers had in place appropriate business

continuity plans.

Further to a circular published on 5 December 2024, a

General Meeting of the Company was held on 23

December 2024 at which shareholders approved the

adoption of new Articles of Association which removed

the requirement for the Company to hold an annual

continuation vote.

Following the approval by shareholders of the Company,

on 27 February 2024, for the Company to pursue a

Managed Wind-Down, the Directors do not believe this

should automatically trigger the adoption of a basis other

than going concern in line with the Association of

Investment Companies (“AIC”) Statement of

Recommended Practice (“SORP”) which states that it is

usually appropriate to prepare financial statements on a

going concern basis.

Additionally, the SORP guidance sets out that it is

appropriate for the financial statements to be prepared

on a going concern basis whilst making a material

uncertainty disclosure as set out in accounting standards.

Whilst the financial statements for the year ended 30

September 2024 have been prepared on a going concern

basis, the Directors recognise that there is a material

uncertainty in respect of the Managed Wind-Down (see

note 2(a) for related basis of preparation disclosures).

Directors’ Report

Continued

abrdn Diversified Income and Growth plc 41

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Relations with Shareholders

The Directors place great importance on communication

with shareholders and regularly meet with current and

prospective shareholders to discuss performance,

including in the absence of the Manager. The Board

receives quarterly investor relations updates from the

Manager. Significant changes to the shareholder register,

as well as shareholder feedback, are discussed by the

Directors at each Board meeting.

Regular updates are provided to shareholders through the

Annual Report, Half Yearly Report, monthly factsheets and

daily net asset value announcements, all of which are

available through the Company’s website at:

abrdndiversified.co.uk. The Annual Report is also widely

distributed to other parties who have an interest in the

Company’s performance. Shareholders and investors

may obtain up-to-date information through its website or

by contacting the Company directly (see details on

page 93).

The Board’s policy is to communicate directly with

shareholders and their representative bodies without the

involvement of the management group (either the

Company Secretary or abrdn) in situations where direct

communication is required and representatives from the

Board offer to meet with major shareholders on an annual

basis in order to gauge their views. The Company

Secretary acts on behalf of the Board, not the Manager,

and there is no filtering of communication. At each Board

meeting the Board receives full details of any

communication from shareholders to which the Chairman

responds, as appropriate, on behalf of the Board.

In addition, in relation to institutional shareholders,

members of the Board may either accompany the

Manager or conduct meetings in the absence of

the Manager.

The Company’s Annual General Meeting ordinarily

provides a forum, both formal and informal, for

shareholders to meet and discuss issues with the Directors

and Investment Manager. The Notice of AGM included

within the Annual Report is normally sent out at least 20

working days in advance of the meeting.

Substantial Interests

As at 30 September 2024, the following interests over 3% in

the issued Ordinary share capital of the Company had

been disclosed in accordance with the requirements of

the FCA’s Disclosure Guidance and Transparency Rules:

Shareholder

Number of

shares held % held

Interactive Investor

50,472,885 16.8

Hargreaves Lansdown

28,365,225 9.4

City of London 21,134,901 7.0

Investec Wealth & Investment 11,139,438 3.7

Castellain Capital 9,700,933 3.2

Non-beneficial interest

Based on 301,265,952 Ordinary shares in issue (excluding treasury shares) as at 30

September 2024

The above interests at 30 September 2024 were

unchanged at the date of approval of this Report.

Criminal Finances Act 2017

The Criminal Finances Act 2017 introduced a corporate

criminal offence of “failing to take reasonable steps to

prevent the facilitation of tax evasion”. The Board has

confirmed that it is the Company’s policy to conduct all of

its business in an honest and ethical manner. The Board

takes a zero tolerance approach to facilitation of tax

evasion, whether under UK law or under the law of any

foreign country.

Accountability and Audit

The responsibilities of the Directors and the auditors in

connection with the financial statements appear on page

51 and pages 58 and 59.

Each Director confirms that, so far as they are aware,

there is no relevant audit information of which the

Company’s auditors are unaware, and they have taken all

the steps that they could reasonably be expected to have

taken as Directors in order to make themselves aware of

any relevant audit information and to establish that the

Company’s auditors are aware of that information.

42 abrdn Diversified Income and Growth plc

Annual General Meeting

The Annual General Meeting will be held at 10.00 am on 26

February 2025 at 18 Bishops Square, London E1 6EG. The

Notice of the Meeting may be found on pages 103 to 106.

Resolutions including the following business will be

proposed at the Annual General Meeting:

Dividend policy (Resolution 3)

It is best practice in corporate governance for companies

to seek annual shareholder approval of a policy to pay

interim dividends where separate authority is not sought

for a final dividend.

Market Purchase of the Company’s own Ordinary Shares

(Resolution 10)

Resolution 10 will be proposed as a special resolution to

authorise the Company to make market purchases of its

own Ordinary shares.

The Board is seeking shareholders’ approval to authorise

the Company to buy back its own shares for holding in

treasury in order to provide flexibility as part of the

Managed Wind-Down. The Company is not seeking

separate authority to sell such shares (or any of them) for

cash (or its equivalent) and expects, ultimately, to cancel

the shares. No dividends will be paid on treasury shares

and no voting rights attach to them.

Resolution 10 gives the Company the authority to buy

Ordinary shares up to a maximum of 14.99% of the issued

Ordinary share capital of the Company (excluding

treasury shares) as at the date of the passing of the

resolution (approximately 45 million Ordinary shares). The

minimum price which may be paid for an Ordinary share

is 1p (exclusive of expenses). The maximum price

(exclusive of expenses) which may be paid for the shares

is the higher of a) 5% above the average of the middle

market quotations of the Ordinary shares (as derived

from the Daily Official List of the London Stock Exchange)

for the shares for the five business days immediately

preceding the date of purchase; and b) the higher of the

price of the last independent trade and the highest

current independent bid on the main market for the

Ordinary shares.

This authority, if conferred, will expire at the conclusion of

the next Annual General Meeting of the Company or, if

earlier, on 31 March 2026 (unless previously revoked,

varied or extended by the Company in general meeting)

and will be exercised only if it would result in an increase in

net asset value per Ordinary share for the remaining

shareholders and if it is in the best interests of

shareholders as a whole.

Holding General Meetings on not less than 14 days’ clear

notice (Resolution 11)

Under the Companies Act 2006, the notice period for all

general meetings of the Company is 21 clear days' notice.

Annual general meetings will always be held on at least 21

clear days' notice but shareholders can approve a shorter

notice period for other general meetings. Resolution 11,

which is a special resolution, seeks the authority from

shareholders for the Company to be able to hold general

meetings (other than Annual General Meetings) on not

less than 14 clear days' notice. The approval will be

effective until the Company's next Annual General

Meeting, when it is intended that a similar resolution will be

proposed. The Company will also need to meet the

requirements for electronic voting under the Companies

Act 2006 (as amended by the Shareholders’ Rights

Regulations) before it can call a general meeting on not

less than 14 days' clear notice.

The Board believes that it is in the best interests of

Shareholders to have the ability to call meetings on not

less than 14 clear days' notice should an urgent matter

arise. The Directors do not intend to hold a general

meeting on less than 21 clear days' notice unless

immediate action is required.

This power will expire at the conclusion of the next Annual

General Meeting of the Company or, if earlier, 31 March

2026 (unless previously revoked, varied or extended by

the Company in general meeting).

Recommendation

The Directors consider that the resolutions to be proposed

at the Annual General Meeting are in the best interests of

the Company and its shareholders and recommend that

shareholders vote in favour of the resolutions as they

intend to do in respect of their own beneficial

shareholdings, amounting to 318,885 Ordinary shares,

representing 0.1% of the issued share capital (excluding

treasury shares).

On behalf of the Board

Davina Walter

Chairman

20 January 2025

Directors’ Report

Continued

abrdn Diversified Income and Growth plc 43

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

abrdn Diversified Income and Growth plc (the

“Company”) is committed to high standards of corporate

governance. The Board is accountable to the Company’s

shareholders for good governance and this statement

describes how the Company has applied the principles

identified in the UK Corporate Governance Code as

published in July 2018 (the “UK Code”), which is available

on the Financial Reporting Council’s (the “FRC”) website:

frc.org.uk, and is applicable for the Company’s year ended

30 September 2024.

The Board has also considered the principles and

provisions of the AIC Code of Corporate Governance as

published in February 2019 (the “AIC Code”). The AIC

Code addresses the principles and provisions set out in the

UK Code, as well as setting out additional provisions on

issues that are of specific relevance to the Company. The

AIC Code is available on the AIC’s website: theaic.co.uk.

The Board considers that reporting against the principles

and provisions of the AIC Code, which has been endorsed

by the FRC, provides more relevant information to

shareholders.

The Board confirms that, during the year, the Company

has complied with the principles and provisions of the AIC

Code and the relevant provisions of the UK Code, except

for those provisions relating to:

· the role and responsibility of the chief executive;

· executive directors’ remuneration; and

· the requirement for an internal audit function.

The Board considers that these provisions are not relevant

to the position of the Company being an externally

managed investment company. In particular, all of the

Company’s day-to-day management and administrative

functions are outsourced to third parties. As a result, the

Company has no executive directors, employees or

internal operations. The Company has therefore not

reported further in respect of these provisions.

Information on how the Company has applied the AIC

Code, the UK Code, the Companies Act 2006 and the

FCA’s DTR 7.2.6 is provided in the Directors’ Report and

Audit Committee’s Report as follows:

· the composition and operation of the Board and its

Committees are detailed on pages 38 and 39 and, in

respect of the Audit Committee, on page 48;

· the Board’s policy on diversity is on page 37;

· the Company’s approach to internal control and risk

management is detailed on pages 48 and 49;

· the contractual arrangements with, and annual

assessment of, the Manager are set out on page 38;

· the Company’s capital structure and voting rights are

summarised on page 36;

· the substantial interests disclosed in the Company’s

shares are listed on page 41;

· the rules concerning the appointment and replacement

of Directors are contained in the Company’s Articles of

Association and are summarised on page 44. There are

no agreements between the Company and its Directors

concerning compensation for loss of office; and

· the powers to issue or buy back the Company’s ordinary

shares, which are sought annually, and any

amendments to the Company’s Articles of Association,

require a special resolution (75% majority) to be passed

by shareholders and information on these resolutions

may be found on page 42.

On behalf of the Board

Davina Walter

Chairman

20 January 2025

Statement of Corporate Governance

44 abrdn Diversified Income and Growth plc

This Directors’ Remuneration Report comprises

three parts:

i. a Remuneration Policy, which is subject to a binding

shareholder vote every three years, or sooner if varied

during this interval; most recently approved by

shareholders in a poll at the AGM on 28 February 2023

where 91.4% of the votes were cast in favour of the

relevant resolution while 8.6% were cast against. The

Remuneration Policy will be put to shareholders at the

AGM in 2026;

ii. an Implementation Report which is subject to an

advisory vote on the level of remuneration paid during

the year; and

iii. an Annual Statement.

The law requires the Company’s auditors to audit certain

of the disclosures provided in the Directors’ Remuneration

Report. Where disclosures have been audited, they are

indicated as such. The auditors’ opinion is included in the

report on pages 52 to 59.

Remuneration Policy

The Directors’ Remuneration Policy is determined by the

full Board, chaired by Davina Walter, and a separate

Remuneration Committee has not been established.

The Board’s policy is that the remuneration of non-

executive Directors should be sufficient to attract and

retain the Directors needed to oversee the Company

properly and to reflect its specific circumstances. The

remuneration should also reflect the nature of the

Directors’ duties, responsibilities, the value of their time

spent and be fair and comparable to that of other

investment trusts that are similar in size, and have similar

capital structures and similar investment objectives.

Fees paid to the directors of companies within the

Company’s peer group are also taken into account and

the Company Secretary provides the Directors with

relevant comparative information.

The policy also provides that the Chairman of the Board

and of each Committee may be paid a fee which is

proportionate to the additional responsibilities involved in

that position. In order to avoid conflicts of interest, each

Director absents themselves from the consideration of

their own fee. There were no changes to the Directors’

Remuneration Policy during the year nor are there any

proposals for any changes in the foreseeable future.

No communications were received from shareholders

regarding Directors’ remuneration during the year.

Limits on Directors’ Remuneration

Directors’ fees are set within the limits of the Company’s

Articles of Association which limit the aggregate fees

payable to the Board of Directors per annum. The current

limit is £300,000 per annum which may only be increased

by an ordinary resolution of shareholders.

The level of fees for the years ended 30 September 2024 and

2023 is set out in the following table. Fees are reviewed

annually and increased, if considered appropriate.

30 September

2024

30 September

2023

Chairman 51,750 48,400

Chairman of Audit Committee 37,750 35,400

Senior Independent Director 34,250 32,100

Director 32,000 29,900

Appointment

· The Company only intends to appoint non-executive

Directors.

· All the Directors are non-executive and are appointed

under the terms of Letters of Appointment.

· Directors must retire and be subject to election at the

first Annual General Meeting after their appointment,

and be subject to re-election at least every three years

thereafter. Notwithstanding this, the Board has agreed

that all Directors shall retire and, if eligible, stand for re-

election at each AGM.

· Any Director newly appointed to the Board will receive

the fee applicable to each of the other Directors at the

time of appointment together with any other fee then

currently payable in respect of a specific role which the

new Director is to undertake for the Company.

· No incentive or introductory fees will be paid to

encourage a person to become a Director.

· Directors are not eligible for bonuses, pension

benefits, share options, long term incentive schemes

or other benefits.

· Directors are entitled to reimbursement of out-of-

pocket expenses incurred in connection with the

performance of their duties, including travel expenses,

which are considered to be taxable expenses.

· The Company indemnifies its Directors for all costs,

charges, losses, expenses and liabilities which may be

incurred in the discharge of duties as a Director of

the Company.

Directors’ Remuneration Report

abrdn Diversified Income and Growth plc 45

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Performance, Service Contracts,

Compensation and Loss of Office

· The Directors’ remuneration is not subject to any

performance related fee.

· No Director has a service contract.

· No Director was interested in contracts with the

Company during the period or subsequently.

· The terms of appointment provide that a Director may

be removed without notice.

· Compensation will not be due upon leaving office.

· No Director is entitled to any other monetary payment

or any assets of the Company.

· Directors’ and Officers’ liability insurance cover is

maintained by the Company on behalf of the Directors.

It is the Board’s intention that this Remuneration

Policy applies for the three years to 30 September 2025.

Implementation Report

Review of Directors’ Fees

The level of Directors’ fees was last revised with effect

from 1 October 2023. The Board carried out a review of

Directors’ annual fees, by reference to inflation, as

measured by the increase in the Consumer Prices Index

for the year to 30 September 2024, and taking account of

peer group comparisons by sector and by market

capitalisation. Accordingly, it was concluded that

Directors’ fees would change, with effect from 1 October

2024, to the following rounded rates per annum: £55,000

(Chairman), £43,000 (Audit Committee Chairman/

Senior Independent Director) and £36,750 for each

other Director.

Company Performance

The following graph shows the share price return

(assuming all dividends are reinvested) to Ordinary

shareholders compared to the total return of the FTSE All-

share Index over the ten year period ended 30 September

2024 (rebased to 100 at 30 September 2014). This index

was chosen for comparative purposes only.

100

120

140

160

180

200

2014 2015 2016 2017 20 18 2019 2020 20 21 2022 2023 20 24

Share Pric e Total Retur n FTSE All-Share Index

Statement of Voting at General Meeting

At the Company’s last AGM, held on 27 February 2024,

shareholders approved, as Resolution 2, the Directors’

Remuneration Report (other than the Directors’

Remuneration Policy) in respect of the year ended

30 September 2023. The votes cast by poll on Resolution 2

are shown in the following table:

Resolution For Against Withheld

Receive and adopt the

Directors’ Remuneration Report

(excluding the Directors’

Remuneration Policy)

98.9m

(97.4%)

2.7m

(2.6%)

710,892

Spend on Pay

As the Company has no employees, the Directors do not

consider it appropriate to present a table comparing

remuneration paid to Directors with distributions to

shareholders. However, for ease of reference, the total

fees paid to Directors are shown in the table on page 46

while dividends paid to shareholders are set out in note 8

and capital distributions to shareholders are detailed in

note 15 .

46 abrdn Diversified Income and Growth plc

Audited Information

Directors’ Interests in the Company

The Directors are not required to have a shareholding in

the Company. The Directors’ shareholdings (including

their connected persons), all of which are beneficial, had

the following interest in the share capital of the Company

as at 30 September 2023 and 30 September 2024.

30 September 2024 30 September 2023

Ordinary shares Ordinary shares

Davina Walter 57,926 37,387

Tom Challenor 160,959 160,264

Trevor Bradley 75,000 50,000

Alistair Mackintosh

25,000 25,000

Anna Troup 5,000

5,000

Held via a family investment company

As at date of retirement on 27 February 2024

There have been no changes to the Directors’ interests in

the share capital of the Company since 30 September

2024, up to the date of approval of this Report.

Fees Payable

The Directors who served during the year received the

following fees, which exclude employers’ National

Insurance contributions. Fees are pro-rated where a

change takes place during a financial year. There were

no payments to third parties included in the fees referred

to in the table. All fees are at a fixed rate and there is no

variable remuneration. Taxable benefits refer to travel

costs associated with Directors’ attendance at Board and

Committee meetings.

Audited Information

Directors’ Remuneration

The Directors received the following remuneration in the form of fees and taxable expenses:

Year ended 30 September 2024 Year ended 30 September 2023

Fees

Taxable

Expenses

Total

Fees

Taxable

Expenses

Total

Davina Walter 51,750 276 52,026 48,400 135 48,535

Tom Challenor (see note below) 40,000 221 40,221 37,600 132 37,732

Trevor Bradley 32,000 452 32,452 29,900 255 30,155

Anna Troup 13,333 99 13,432 29,900 40 29,940

Alistair Mackintosh 32,000 162 32,162 29,900 372 30,272

Total 169,083 1,210 170,293 175,700 934 176,634

Taxable expenses refer to amounts claimed by Directors for travelling to attend meetings. The above amounts exclude

any employers’ national insurance contributions, if applicable. All fees are at a fixed rate and there is no variable

remuneration. Fees are pro-rated where a change takes place during a financial year. No payments were made to third

parties. There are no other fees to disclose as the Company has no employees, chief executive or executive directors.

Tom Challenor is paid a composite annual fee, reflecting his position as Senior Independent Director and Chairman of

the Audit Committee; this was equivalent to an annual fee of £40,000 for the year ended 30 September 2024 (2023 -

£37,600). With effect from 1 October 2024, Tom Challenor’s composite annual fee is £43,000.

Directors’ Remuneration Report

Continued

abrdn Diversified Income and Growth plc 47

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Annual Percentage Change in Directors’ Remuneration

The table below sets out, for the Directors who served during the Year, the annual percentage change in Directors’ fees

for the past three years.

Year ended 30

September

2024

Year ended 30

September

2023

Year ended 30

September

2022

Year ended 30

September

2021

Year ended 30

September

2020

Fees

Davina Walter (appointed a Director on 1

February 2019, SID on 27 February 2019 and

Chairman on 26 February 2020)

6.9 8.5 1.9 16.6 102.8

Tom Challenor (appointed a Director on 6 April

2017 and SID on 4 June 2021)

6.4 8.4 6.3 3.6 6.1

Trevor Bradley (appointed a Director on 1

August 2019)

7.0 8.7 1.9 1.9 511.6

Alistair Mackintosh (appointed a Director on 1

May 2021)

7.0 8.7 144.4 0.0 0.0

Anna Troup (appointed a Director on 1 August

2019); retired on 27 February 2024

-55.4 8.7 1.9 1.9 511.6

Annual Statement

On behalf of the Board and in accordance with Part 2 of

Schedule 8 of the Large and Medium-sized Companies

and Groups (Accounts and Reports) (Amendment)

Regulations 2013, it is confirmed that the above

Remuneration Report summarises, as applicable, for the

year ended 30 September 2024:

· the major decisions on Directors’ remuneration;

· any substantial changes relating to Directors’

remuneration made during the year; and

· the context in which the changes occurred and

decisions have been taken, including management of

any potential conflicts of interest arising and reflected

any feedback from shareholders.

On behalf of the Board

Davina Walter

Chairman

20 January 2025

48 abrdn Diversified Income and Growth plc

The Audit Committee presents its Report for the year

ended 30 September 2024.

Committee Composition

An Audit Committee has been established which was

chaired by Tom Challenor throughout the year and

consisted of the whole Board with the exception of Davina

Walter. In compliance with July 2018 UK Code on

Corporate Governance (the “Code”), the Chairman of the

Board is not a member of the Committee but attends the

Audit Committee by invitation of the Chairman.

The Directors have satisfied themselves that at least one

of the Committee’s members has recent and relevant

financial experience - Tom Challenor is a Fellow of the

Institute of Chartered Accountants in England & Wales –

and that, collectively, the Audit Committee possesses

competence appropriate for the investment trust sector.

Role of the Audit Committee

The principal role of the Audit Committee is to assist the

Board in relation to the reporting of financial information,

the review of financial controls and the management of

risk. The Committee has defined terms of reference which

are reviewed and re-assessed for their adequacy on at

least an annual basis. Copies of the terms of reference are

published on the Company’s website and are available

from the Company Secretary on request.

The Committee’s main functions are listed below:

· to review and monitor the internal control systems and

risk management systems (including review of non-

financial risks) on which the Company is reliant (the

Directors’ statement on the Company’s internal controls

and risk management is set out below);

· to consider whether there is a need for the Company to

have its own internal audit function;

· to monitor the integrity of the half-yearly and annual

financial statements of the Company by reviewing, and

challenging where necessary, the actions and

judgements of the Manager;

· to review, and report to the Board on, the significant

financial reporting issues and judgements made in

connection with the preparation of the Company’s

financial statements, half-yearly financial reports,

announcements and related formal statements;

· to review the content of the Annual Report and advise

the Board on whether, taken as a whole, it is fair,

balanced and understandable and provides the

information necessary for shareholders to assess the

Company’s position and performance, business model

and strategy;

· to meet with the auditors to review the proposed audit

programme of work and the findings of the auditors. The

Committee shall also use this as an opportunity to

assess the effectiveness of the audit process;

· to develop and implement policy on the engagement of

the auditors to supply non-audit services;

· to review a statement from the Manager detailing the

arrangements in place within the Manager whereby

staff may, in confidence, escalate concerns about

possible improprieties in matters of financial reporting or

other matters;

· to make recommendations in relation to the

appointment of the auditors and to approve the

remuneration and terms of engagement of the auditors;

and

· to monitor and review the auditors’ independence,

objectivity, effectiveness, resources and qualification.

Activities During the Year

The Audit Committee met on three occasions during the

year when, amongst other matters, it considered the

Annual Report and the Half-Yearly Financial Report.

Representatives of the Manager’s internal audit

department and risk and compliance department

reported to the Committee on matters such as internal

control systems, risk and the conduct of the business in the

context of its regulatory environment.

Internal Control

There is an ongoing process, for identifying, evaluating

and managing the Company’s significant business and

operational risks, which has been in place for the year

ended 30 September 2024 and up to the date of approval

of the Annual Report, which is regularly reviewed by the

Committee and complies with the FRC’s guidance on

internal controls.

The Committee has overall responsibility for ensuring that

there is a system of internal controls in place and a

process for reviewing its effectiveness. Any system of

internal control is designed to manage rather than

eliminate the risk of failure to achieve business objectives

and can only provide reasonable and not absolute

assurance against material misstatement or loss.

The design, implementation and maintenance of controls

and procedures to safeguard the assets of the Company

and to manage its affairs properly extends to operational

and compliance controls and risk management. The Audit

Report of the Audit Committee

abrdn Diversified Income and Growth plc 49

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Committee has prepared its own risk controls self-

assessment which lists potential risks relating to strategy;

shareholders; Board; investment management;

promotional activities; company secretarial; depositary;

third party service providers and other external factors.

The Committee considers the potential cause and

possible effect of these risks as well as reviewing the

controls in place to mitigate these potential risks.

Clear lines of accountability have been established

between the Committee and the Manager. The

Committee receives six-monthly reports from the

Manager’s risk and compliance and internal audit teams

covering key performance and risk indicators and

considers control and compliance issues brought to its

attention. In carrying out its review, the Committee has

had regard to the activities of the Manager, including

its internal audit and compliance functions, and of

the auditors.

The Committee has reviewed the Manager’s process for

identifying and evaluating the significant risks faced by the

Company and the policies and procedures by which these

risks are managed. The Committee has also reviewed the

effectiveness of the Manager’s system of internal control

including its annual internal controls report prepared in

accordance with the International Auditing and Assurance

Standards Board’s International Standard on Assurances

Engagements (“ISAE”) 3402, “Assurance Reports on

Controls at a Service Organisation”.

Risks are identified and documented through a risk

management framework by each function within the

Manager’s activities. Risk is considered in the context of the

FRC’s guidance on internal controls and includes financial,

regulatory, market, operational and reputational risk. This

helps the internal audit risk assessment model identify

those functions for review. Any weaknesses identified are

reported to the Committee and timetables are agreed for

implementing improvements to systems. The

implementation of any remedial action required is

monitored and feedback provided to the Committee.

The key components designed to provide effective

internal control are outlined below:

· written agreements are in place which specifically

define the roles and responsibilities of the Manager and

other third party service providers;

· the Committee and Manager have agreed clearly

defined investment criteria, specified levels of authority

and exposure limits. Reports on these issues, including

performance statistics and investment valuations, are

regularly submitted to the Board;

· the Manager prepares forecasts and management

accounts which allow the Board to assess the

Company’s activities and review its performance; the

emphasis is on obtaining the relevant degree of

assurance and not merely reporting by exception;

· as a matter of course the Manager’s compliance

department continually reviews its operations; and

· at its meeting in November 2024, the Committee carried

out an annual assessment of internal controls for the

year ended 30 September 2024 by considering

documentation from the Manager, including the internal

audit and compliance functions, and taking account of

events since 30 September 2024.

The Committee has considered the need for an internal audit

function. However, the Company has no employees and the

day-to-day management of the Company’s assets has been

delegated to the Manager which has its own compliance and

internal control systems. The Committee has therefore

decided to place reliance on those systems and internal audit

procedures and has concluded that it is not necessary for the

Company to have its own internal audit function.

Financial Statements and Significant Risks

During its review of the Company’s financial statements

for the year ended 30 September 2024, the Audit

Committee considered, through review of reports and

other documentation, the following significant issues, in

particular those communicated by the auditors during its

planning and reporting of the year end audit:

Valuation and Existence of Investments

How the issue was addressed - The Company’s

investments have been valued in accordance with the

accounting policies, as disclosed in note 2(e) to the

financial statements, which are consistent with the

International Private Equity and Venture Capital Valuation

Guidelines – Edition 2022. Within the FRS 102 Fair Value

hierarchy, as set out in Note 19, investments are

categorised as either Level 1, totalling £79,000 (2023 -

£90.3m) or Level 3, totalling £182.4m (2023 - £198.5m).

The portfolio holdings and their pricing is reviewed and

verified by the Manager on a regular basis and

management accounts, including a full portfolio listing, are

prepared for each Board meeting. The Audit Committee

rigorously challenges the assumptions underlying

valuation of unlisted investments. The Company engages

the services of an independent Depositary 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 Committee on an

annual basis.

50 abrdn Diversified Income and Growth plc

Recognition of Investment Income

How the issue was addressed - the recognition of

investment income is undertaken in accordance with

accounting policy note 2(b) to the financial statements.

Special dividends are allocated to the capital or revenue

accounts according to the nature of the payment and the

intention of the underlying company. The Directors also

review, at each meeting, the Company’s income,

including income received, revenue forecasts and

dividend comparisons.

Maintenance of Investment Trust Status

How the issue was addressed - the Company has been

approved as an investment trust under Sections 1158 and

1159 of the Corporation Tax Act 2010. Ongoing

compliance with the eligibility criteria is monitored on a

regular basis by the Manager and reported at each

Committee meeting.

Allocation of finance costs and

investment management fees

The Company’s finance costs and investment

management fees were charged 50% to capital and 50%

to revenue during the year ended 30 September 2024.

With effect from 1 October 2024, management fees will

be charged 90% to capital and 10% to revenue, reflecting

the Committee’s currently anticipated split of future

investment returns during the Managed Wind-Down of

the Company.

Review of Auditors

The Audit Committee has reviewed the effectiveness of

the auditors, PricewaterhouseCoopers LLP including:

· Independence - the auditors discuss with the Audit

Committee, at least annually, the steps it takes to ensure

its independence and objectivity and makes the

Committee aware of any potential issues, explaining all

relevant safeguards.

· Quality of audit work - including the ability to resolve

issues in a timely manner (identified issues are

satisfactorily and promptly resolved), its

communications/presentation of outputs (the

explanation of the audit plan, any deviations from it and

the subsequent audit findings are comprehensive and

comprehensible), and its working relationship with

management (the auditors has a constructive working

relationship with the Manager).

· Quality of people and service - including continuity and

succession plans (the audit team is made up of

sufficient, suitably experienced staff with provision

made for knowledge of the investment trust sector and

retention on rotation of the audit director).

In reviewing the auditors, the Committee also took into

account the FRC’s latest Audit Quality Inspection Report

for PricewaterhouseCoopers LLP.

Audit Tender

This year’s audit of the Company’s Annual Report is the

fifth performed by PricewaterhouseCoopers LLP since

their appointment following an audit tender process held

by the Company in 2019 and is therefore the fifth year for

which the senior statutory auditor, Shujaat Khan, has

served. The Committee anticipates that the Company will

undertake an audit tender process not later than the year

ended 30 September 2029.

Shareholders will have the opportunity to vote on the re-

appointment of PricewaterhouseCoopers LLP as auditors,

and their remuneration, as Resolutions 8 and 9 at the

forthcoming AGM.

Provision of Non-Audit Services

The Committee has established a policy on the supply of

non-audit services provided by the auditors. Such services

are considered on an individual basis and may only be

provided if the service is at a reasonable and competitive

cost and does not constitute a conflict of interest or

potential conflict of interest or prevent the auditors from

remaining objective and independent. In addition, non-

audit services will only be approved by the Committee if in

compliance with the Financial Reporting Council's and UK

Public Interest Entity’s independence requirements. All

non-audit services require the pre-approval of the

Committee. There were no non-audit fees paid to the

auditors during the year under review (2023 – total of

£17,225, comprising £12,000 for the review of the Half-

Yearly Financial Report and £5,225 in relation to covenant

compliance requirements for the 6.25% Bonds 2031).

Tom Challenor

Chairman of the Audit Committee

20 January 2025

Report of the Audit Committee

Continued

abrdn Diversified Income and Growth plc 51

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

The Directors are responsible for preparing the Annual

Report and the financial statements, in accordance with

applicable law and regulations. Company law requires

the Directors to prepare financial statements for each

financial year. Under that law the Directors have elected

to prepare the financial statements in accordance with UK

Accounting Standards, including FRS 102 ‘The Financial

Reporting Standard Applicable in the UK and Republic

of Ireland’ and applicable law.

Under company law the Directors must not approve the

financial statements unless they are satisfied that they

give a true and fair view of the state of affairs of the

Company and of the profit or loss of the Company for

that period.

In preparing these financial statements, the Directors are

required to:

· select suitable accounting policies and then apply them

consistently;

· make judgments and estimates that are reasonable

and prudent;

· state whether applicable UK Accounting Standards

have been followed, subject to any material departures

disclosed and explained in the financial statements; and

· prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the

Company will continue in business.

The Directors are also 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 and the Directors’ Remuneration Report

comply with the Companies Act 2006. They have general

responsibility for taking such steps as are reasonably open

to them to safeguard the assets of the Company and to

prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are

also responsible for preparing a Strategic Report,

Directors’ Report, Directors’ Remuneration Report and

Statement of Corporate Governance that comply with

that law and those regulations.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information

included on the Company’s website but not for any

information on the website that has been prepared or

issued by third parties. Legislation in the UK governing the

preparation and dissemination of financial statements

may differ from legislation in other jurisdictions.

Each of the directors, whose names and functions are

listed in Board of Directors confirm that, to the best of their

knowledge:

· the financial statements have been prepared in

accordance with applicable accounting standards and

give a true and fair view of the assets, liabilities, financial

position and profit of the Company;

· in the opinion of the Directors, the Annual Report taken

as a whole, is fair, balanced and understandable and it

provides the information necessary to assess the

Company’s position and performance, business model

and strategy; and

· the Strategic Report and Directors’ Report include a fair

review of the development and performance of the

business and the position of the Company, together with

a description of the principal risks and uncertainties that

the Company faces.

On behalf of the Board,

Davina Walter

Chairman

20 January 2025

Statement of Directors’ Responsibilities

52 abrdn Diversified Income and Growth plc

Report on the audit of the

financial statements

Opinion

In our opinion, abrdn Diversified Income and Growth plc’s

financial statements:

· give a true and fair view of the state of the Company’s

affairs as at 30 September 2024 and of its loss and cash

flows for the year then ended;

· have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, including FRS

102 “The Financial Reporting Standard applicable in the

UK and Republic of Ireland”, and applicable law); and

· have been prepared in accordance with the

requirements of the Companies Act 2006.

We have audited the financial statements, included within

the Annual Report, which comprise: the Statement of

Financial Position as at 30 September 2024; the Statement

of Comprehensive Income; the Statement of Changes in

Equity and the Statement of Cash Flows for the year then

ended; and the notes to the financial statements, which

include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the

Audit Committee.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (“ISAs (UK)”) and applicable

law. Our responsibilities under ISAs (UK) are further

described in the Auditors’ 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.

Independence

We remained independent of the Company in

accordance with the ethical requirements that are

relevant to our audit of the financial statements in the

UK, which includes the FRC’s Ethical Standard, as

applicable to listed public interest entities, and we have

fulfilled our other ethical responsibilities in accordance

with these requirements.

To the best of our knowledge and belief, we declare that

non-audit services prohibited by the FRC’s Ethical

Standard were not provided.

We have provided no non-audit services to the Company

in the period under audit.

Material uncertainty related to

going concern

In forming our opinion on the financial statements, which is

not modified, we have considered the adequacy of the

disclosure made in note 2 to the financial statements

concerning the Company’s ability to continue as a going

concern. The timing of the realisation of the Company's

private market investments, as part of its Managed Wind

Down, remains uncertain. These conditions, along with the

other matters explained in note 2 to the financial

statements, indicate the existence of a material

uncertainty which may cast significant doubt about the

Company's ability to continue as a going concern. The

financial statements do not include the adjustments that

would result if the Company were unable to continue as a

going concern.

In auditing the financial statements, we have concluded

that the directors’ use of the going concern basis of

accounting in the preparation of the financial statements

is appropriate.

Our evaluation of the directors’ assessment of the

Company’s ability to continue to adopt the going concern

basis of accounting included:

· obtaining and evaluating the Directors' going concern

assessment.

· reviewing meetings minutes of the Board of Directors.

· assessing the disclosures presented in the Annual

Report, including the Viability Statement and the Going

Concern statement, and assessing their consistency

with the Financial Statements and the evidence we

obtained in our audit.

· assessing the adequacy of the Directors' cash flow

assessment with a focus on available liquid resources

and outflows expected.

In relation to the directors’ reporting on how they have

applied the UK Corporate Governance Code, other than

the material uncertainty identified in note 2 to the financial

statements, 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, or in respect of the directors’

identification in the financial statements of any other

material uncertainties to the Company’s ability to

continue to do so over a period of at least twelve months

from the date of approval of the financial statements.

Independent Auditors’ Report to the members of abrdn

Diversified Income and Growth plc

abrdn Diversified Income and Growth plc 53

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the

relevant sections of this report.

Our audit approach

Overview

Audit scope

· We conducted our audit of the financial statements

using information from the Alternative Investment Fund

Manager (AIFM) to whom the Directors have delegated

the provision of all administrative functions.

· We tailored the scope of our audit taking into account

the types of investments within the Company, the

involvement of the third party referred to above, the

accounting processes and controls, and the industry in

which the Company operates.

· We obtained an understanding of the control

environment in place at both the AIFM and the

Administrator, and adopted a fully substantive testing

approach using reports obtained from the AIFM.

Key Audit Matters

· Material uncertainty related to going concern

· Valuation and existence of investments

· Income from investments

Materiality

· Overall materiality: £2.03m (2023: £3.4m) based on

approximately 1% of Net Assets

· Performance materiality: £1.52m (2023: £2.54m)

The scope of our audit

As part of designing our audit, we determined materiality

and assessed the risks of material misstatement in the

financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’

professional judgement, were of most significance in the

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) identified by

the auditors, 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. These matters, and any comments we make on the

results of our procedures thereon, were addressed in the

context of our audit of the financial statements as a whole,

and in forming our opinion thereon, and we do not provide

a separate opinion on these matters.

In addition to going concern, described in the Material

uncertainty related to going concern section above, we

determined the matters described below to be the key

audit matters to be communicated in our report. This is not

a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Valuation and existence of investments

Refer to the Report of the Audit

Committee, the Accounting Policies and

the Notes to the Financial Statements.

Level 1 and 2 investments at the year end

are valued at £0.079m. Level 3

investments at year end were valued at

£182m.

We focused on the valuation and

existence of investments because they

represent the principal element of the net

asset value of the Company as disclosed

on the Statement of Financial Position. In

addition, the valuation of Level 3

Investments for which a market price is not readily available (Level 3)

We understood and evaluated the valuation methodology applied by the Directors, in

consultation with the AIFM, by reference to the International Private Equity and

Venture Capital Valuation guidelines (IPEV) and the requirements of UK GAAP.

Furthermore, our testing of Level 3 investments included:

Obtaining a reconciliation of the investments that summarised year on year

movements including any drawdowns and distributions in the period;

Checking that the valuations used in the financial statements were consistent with the

Company’s accounting records including the reconciliation of investments;

Checking the accuracy of the valuations recorded by the client to underlying

investment manager valuation reports;

We obtained independent confirmation from underlying investment managers to

confirm ownership and existence of investments as at 30 September 2024;

54 abrdn Diversified Income and Growth plc

Independent Auditors’ Report to the members of abrdn

Diversified Income and Growth plc

Continued

Key audit matter How our audit addressed the key audit matter

investments requires judgement to be

applied by the Directors in considering the

reliability and valuation basis of underlying

investment manager valuation

statements.

We considered the methodology and valuation approach applied by investment

managers to check that it was in line with the requirements of IPEV;

In addition, for certain investments, we engaged our internal valuation experts to

consider whether the year to year movement in valuations were considered to be

appropriate and whether any publicly available evidence contradicted the valuations

recorded.

No material misstatements were identified.

Income from investments

Refer to the Report of the Audit

Committee, the Notes to the Financial

Statements and to the Accounting

Policies.

ISAs (UK) presume there is a risk of fraud in

income recognition because of the

pressure management may feel to

achieve a certain objective. In this

instance, we consider that ‘income’ refers

to all the Company’s income streams,

both revenue and capital (including gains

and losses on investments).

Income from investments comprised

dividend income, fixed interest income,

distributions from Level 3 investments, and

gains and losses on investments.

We focused on the accuracy,

completeness and occurrence of

investment income recognition as

incomplete or inaccurate income could

have a material impact on the Company’s

net asset value and return for the year.

We also focused on the accounting policy

for investment income recognition and

the presentation of investment income in

the Income Statement for compliance

with the requirements of The Association

of Investment Companies Statement of

Recommended Practice (the “AIC SORP”),

as incorrect application could indicate a

misstatement in income recognition.

We assessed the revenue recognition accounting policy applied for compliance with

UK GAAP and the AIC SORP and performed testing to check that income had been

accounted for in accordance with this stated accounting policy.

Dividend Income

We tested the accuracy of dividend receipts by agreeing the dividend rates from

investments to independent market data for all investments for which distribution

information was publicly available.

To test for completeness, we tested that the appropriate dividends had been received

in the year by reference to independent data of dividends for all listed investments

during the year, and no unrecorded dividends were found.

To test the occurrence assertion, we tested that all dividends recorded in the year had

been declared in the market by investment holdings, and we traced a sample of

dividends received to bank statements.

We also tested the allocation and presentation of dividend income between the

revenue and capital return columns of the Income Statement in line with the

requirements set out in the AIC SORP by determining reasons behind dividend

distributions.

No material misstatements were identified.

Fixed Interest income

We tested fixed interest income for a sample of investments by recalculating the

expected coupon interest and amortisation, using the opening and closing portfolios

and coupon rates and maturity dates obtained from independent third-party sources.

No material misstatements were identified.

abrdn Diversified Income and Growth plc 55

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Key audit matter How our audit addressed the key audit matter

Unquoted Limited Partnership income

For a sample of distributions from unlisted investments recorded in the period we

tested the accuracy and occurrence of the amounts by agreeing the amounts to

distribution notices and bank statements.

No material misstatements were identified.

Gains and losses on investments

The gains and losses on investments held at fair value comprise realised and

unrealised gains and losses. We tested the valuation of the Level 3 investments at the

year-end (see above) as part of our work over unrealised gains and losses, together

with testing the reconciliation of opening and closing investments. Additionally, for any

realised gains and losses, we tested a sample of disposal proceeds by agreeing the

proceeds to bank statements and we re-performed the calculation of a sample of

realised gains and losses.

No material misstatements were identified.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the

financial statements as a whole, taking into account the structure of the Company, the accounting processes and

controls, and the industry in which it operates.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the

financial statements.

The impact of climate risk on our audit

As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk

on the Company's financial statements, and we remained alert when performing our audit procedures for any

indicators of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on

the Company’s financial statements.

56 abrdn Diversified Income and Growth plc

Independent Auditors’ Report to the members of abrdn

Diversified Income and Growth plc

Continued

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for

materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the

nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in

evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Overall Company materiality £2.03m (2023: £3.4m)

How we determined it approximately 1% of Net Assets.

Rationale for benchmark applied We believe that net assets is the primary measure used by the shareholders in

assessing the performance of the entity, and is a generally accepted auditing

benchmark. This benchmark provides an appropriate and consistent year on year

basis for our audit.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in

determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions

and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall

materiality, amounting to £1.52m (2023: £2.54m) for the Company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk

assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of

our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above

£101,000 (2023: £169,000) as well as misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our

auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements

does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent

otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency

or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement

of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the

UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain

opinions and matters as described below.

Strategic Report and Directors’ Report

In our opinion, based on our work undertaken in the course of the audit, the information given in the Strategic Report and

Directors’ Report for the year ended 30 September 2024 is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

abrdn Diversified Income and Growth plc 57

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we

did not identify any material misstatements in the Strategic report and 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.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that

part of the corporate governance statement relating to the Company’s compliance with the provisions of the UK

Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate

governance statement as other information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

corporate governance statement, included within the Statement of Corporate Governance is materially consistent with

the financial statements and our knowledge obtained during the audit, and, except for the matters reported in the

section headed ‘Material uncertainty related to going concern’, we have nothing material to add or draw attention to in

relation to:

· The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

· The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify

emerging risks and an explanation of how these are being managed or mitigated;

· The directors’ statement in the financial statements about whether they considered it appropriate to adopt the

going concern basis of accounting in preparing them, and their identification of any material uncertainties to the

Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the

financial statements;

· The directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and

why the period is appropriate; and

· The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue

in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures

drawing attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the Company was substantially less in

scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their

statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance

Code; and considering whether the statement is consistent with the financial statements and our knowledge and

understanding of the Company and its environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of

the corporate governance statement is materially consistent with the financial statements and our knowledge obtained

during the audit:

· The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable,

and provides the information necessary for the members to assess the Company's position, performance, business

model and strategy;

· The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems; and

· The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the

Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code

specified under the Listing Rules for review by the auditors.

58 abrdn Diversified Income and Growth plc

Independent Auditors’ Report to the members of abrdn

Diversified Income and Growth plc

Continued

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of

the financial statements in accordance with the applicable framework and for being satisfied that they give a true and

fair view. The directors are also responsible for such internal control as they determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic

alternative but to do so.

Auditors’ 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 auditors’ 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.

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.

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with

laws and regulations related to breaches of section 1158 of the Corporation Tax Act 2010 and we considered the extent

to which non-compliance might have a material effect on the financial statements. We also considered those laws and

regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated

management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of

override of controls), and determined that the principal risks were related to posting inappropriate journal entries to

increase revenue (investment income and capital gains) or to increase net asset value, and management bias in

accounting estimates. Audit procedures performed by the engagement team included:

· consideration of known or suspected instances of non-compliance with laws and regulation and fraud

where applicable;

· reviewing relevant meeting minutes, including those of the Board and the Audit Committee;

· assessment of the Company's compliance with the requirements of section 1158 of the Corporation Tax Act 2010;

· challenging assumptions and judgements made by management in their significant accounting estimates, in

particular in relation to the valuation of Level 3 investments;

· identifying and testing journal entries, in particular a sample of manual year end journal entries posted during the

preparation of the financial statements; and

· designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances

of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the

financial statements. Also, 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 or intentional

misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data

auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing

complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In

other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample

is selected.

abrdn Diversified Income and Growth plc 59

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the Company’s members as a body in

accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these

opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or

into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

· we have not obtained all the information and explanations we require for our audit; or

· adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been

received from branches not visited by us; or

· certain disclosures of Directors’ remuneration specified by law are not made; or

· the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with

the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 26 February 2020 to

audit the financial statements for the year ended 30 September 2020 and subsequent financial periods. The period of

total uninterrupted engagement is 5 years, covering the years ended 30 September 2020 to 30 September 2024.

Shujaat Khan (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Edinburgh

20 January 2025

60 abrdn Diversified Income and Growth plc

Financial

Statements

abrdn Diversified Income and Growth plc 61

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Year ended 30 September 2024 Year ended 30 September 2023

Revenue Capital Total Revenue Capital Total

Note £’000 £’000 £’000 £’000 £’000 £’000

Losses on investments 10 – (16,112) (16,112) – (24,549) (24,549)

Foreign exchange gains – 5,601 5,601 – 13,297 13,297

Income 3 15,638 – 15,638 17,163 – 17,163

Investment management fees 4 (474) (474) (948) (563) (563) (1,126)

Administrative expenses 5 (1,006) (503) (1,509) (1,146) (38) (1,184)

Net return/(loss) before finance costs and taxation 14,158 (11,488) 2,670 15,454 (11,853) 3,601

Finance costs 6 (284) (3,043) (3,327) (524) (524) (1,048)

Net return/(loss) before taxation 13,874 (14,531) (657) 14,930 (12,377) 2,553

Taxation 7 (2,961) (37) (2,998) (1,678) (1,174) (2,852)

Return/(loss) attributable to equity shareholders 10,913 (14,568) (3,655) 13,252 (13,551) (299)

Return/(loss) per Ordinary share (pence) 9 3.62 (4.83) (1.21) 4.35 (4.45) (0.10)

The total column of the Statement of Comprehensive Income is the profit and loss account of the Company. There has been no other

comprehensive income during the year, accordingly, the return/(loss) attributable to equity shareholders is equivalent to the total

comprehensive income/(loss) for the year.

All revenue and capital items in the above statement derive from continuing operations.

The accompanying notes are an integral part of these financial statements.

Statement of Comprehensive Income

62 abrdn Diversified Income and Growth plc

As at As at

30 September 2024 30 September 2023

Note £’000 £’000

Non-current assets

Investments at fair value through profit or loss 10 182,525 339,972

182,525 339,972

Current assets

Other debtors and receivables 11 633 1,549

Derivative financial instruments – 87

Cash and cash equivalents 12 22,300 21,025

22,933 22,661

Creditors: amounts falling due within one year

Derivative financial instruments – (5,702)

Other payables 13 (2,152) (1,667)

(2,152) (7,369)

Net current assets 20,781 15,292

Total assets less current liabilities 203,306 355,264

Non-current liabilities

Creditors: amounts falling due after more than one year

6.25% Bonds 2031 14 – (15,730)

Net assets 203,306 339,534

Capital and reserves

Called up share capital 15 3,238 80,938

Share premium account – 116,556

Capital redemption reserve 114,768 37,043

Special distributable reserve 1,763 –

Capital reserve 16 55,149 69,717

Revenue reserve 28,388 35,280

Total shareholders’ funds 203,306 339,534

Net asset value per Ordinary share (pence) 17 67.48 112.70

The financial statements on pages 61 to 91 were approved by the Board of Directors and authorised for issue on 20 January 2025 and

were signed on its behalf by:

Davina Walter, Chairman

The accompanying notes are an integral part of these financial statements.

Statement of Financial Position

abrdn Diversified Income and Growth plc 63

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

For the year ended 30 September 2024

Ordinary Share Capital Special

Share B share premium redemption distributable Capital Revenue

capital capital account reserve reserve reserve reserve Total

Note £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

Balance at 1 October 2023 80,938 – 116,556 37,043 – 69,717 35,280 339,534

Return/(loss) after taxation – – – – – (14,568) 10,913 (3,655)

B shares issued during the year 15 – 114,768 – – – – – 114,768

B shares redeemed during the year 15 – (114,768) – 114,768 (114,768) – – (114,768)

Return of capital to B shareholders 15 – – – – (114,768) – – (114,768)

Cancellation and reduction of

Ordinary shares

15 (77,700) – (116,556) (37,043) 231,299 – – –

Dividends paid 8 – – – – – – (17,805) (17,805)

Balance at 30 September 2024 3,238 – – 114,768 1,763 55,149 28,388 203,306

For the year ended 30 September 2023

Ordinary Share Capital Special

Share B share premium redemption distributable Capital Revenue

capital capital account reserve reserve reserve reserve Total

Note £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

Balance at 1 October 2022 (*restated)

84,438 – 116,556 33,543 – 89,560 39,261 363,358

Return/(loss) after taxation – – – – – (13,551) 13,252 (299)

Ordinary shares purchased for treasury 15 – – – – – (6,292) – (6,292)

Ordinary shares cancelled from treasury 15 (3,500) – – 3,500 – – – –

Dividends paid 8 – – – – – – (17,233) (17,233)

Balance at 30 September 2023 80,938 – 116,556 37,043 – 69,717 35,280 339,534

Restated in the financial statements for the year ended 30 September 2024 to reflect a transfer of £6,914,000 from called up share capital to the capital redemption reserve

following the cancellation of 27,659,068 Ordinary shares of 25p from treasury on 31 March 2021.

The accompanying notes are an integral part of these financial statements.

Statement of Chan

es in Equity

64 abrdn Diversified Income and Growth plc

Year ended Year ended

30 September 2024 30 September 2023

Note £’000 £’000

Operating activities

Net return before finance costs and taxation 2,670 3,601

Adjustments for:

Dividend income (3,306) (7,341)

Distribution income (8,935) (6,815)

Fixed interest income (1,074) (2,643)

Treasury bill income (1,140) –

Interest income (1,177) (344)

Other income (6) (20)

Dividends received 3,434 7,349

Distributions received 8,914 6,815

Fixed interest income received 1,652 2,540

Treasury bill income received 1,140 –

Interest received 1,145 294

Other income received 6 20

(Gains)/losses on forward contracts (5,615) 693

Foreign exchange losses 154 88

Losses on investments 16,166 24,549

(Increase)/decrease in other debtors (7) 23

(Decrease)/increase in accruals (482) 204

Corporation tax paid (1,923) (1,110)

Taxation released/(withheld) 120 (550)

Net cash flow from operating activities 11,736 27,353

Investing activities

Purchases of investments (182,809) (102,128)

Sales of investments 324,187 113,246

Net cash flow from investing activities 141,378 11,118

Financing activities

Redemption of B shares (114,768) –

Redemption of 6.25% Bond (18,508) –

Purchase of own shares to treasury – (6,292)

Interest paid (604) (1,012)

Equity dividends paid 8 (17,805) (17,233)

Net cash flow used in financing activities (151,685) (24,537)

Increase in cash and cash equivalents 1,429 13,934

Analysis of changes in cash and cash equivalents during the year

Opening balance 21,025 7,179

Foreign exchange (154) (88)

Increase in cash and cash equivalents as above 1,429 13,934

Closing balance 22,300 21,025

Represented by:

Money market funds 20,516 12,450

Cash at bank and in hand 1,784 8,575

22,300 21,025

The accompanying notes are an integral part of these financial statements.

Statement of Cash Flows

abrdn Diversified Income and Growth plc 65

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

1. Principal activity

The Company is a closed-end investment company, registered in Scotland No SC003721, with its Ordinary shares having a

listing on the London Stock Exchange.

2. Accountin

olicies

(a) Basis of preparation. The financial statements have been prepared in accordance with Financial Reporting Standard

102 – the Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”), the Companies Act 2006

and the Association of Investment Companies (‘AIC’) Statement of Recommended Practice ‘Financial Statements of

Investment Trust Companies and Venture Capital Trusts’ (the ‘SORP’) issued in July 2022. They have also been prepared

on a going concern basis and on the assumption that approval as an investment trust will continue to be granted.

The financial statements are presented in sterling (rounded to the nearest £’000), which is the Company’s functional

and presentation currency. The Company’s performance is evaluated and its liquidity is managed in sterling. Therefore

sterling is considered as the currency that most faithfully represents the economic effects of the underlying

transactions, events and conditions.

Going concern. During the year, the shareholders of the Company voted in favour of the Directors’ proposals for a

Managed Wind-Down of the Company. Further to a circular published on 5 December 2024, a General Meeting of the

Company was held on 23 December 2024 at which shareholders approved the adoption of new Articles of Association

which removed the requirement for the Company to hold an annual continuation vote.

The Directors are mindful of the principal risks and uncertainties disclosed on pages 9 and 10 and have reviewed

forecasts detailing revenue, liabilities and timing of capital commitments. The Directors are satisfied that: the Company

is able to meet all of its liabilities from its assets, including its ongoing charges, so possesses sufficient resources to

continue in operational existence for the foreseeable future and at least 12 months from the date of approval of this

Annual Report; the Company is financially sound; and the Company’s key third party service providers had in place

appropriate business continuity plans.

Therefore, the financial statements of the Company have been prepared on a going concern basis. This conclusion is

consistent with the Company’s Viability Statement on pages 11 and 12. The timing, however, of the realisation of the

Company’s private markets investments, as part of its Managed Wind Down, remains uncertain.

In accordance with the SORP guidance, the Directors note that these conditions indicate the existence of a material

uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The

Company’s financial statements do not include the adjustments that would result if the Company was unable to

continue as a going concern, such as a liquidation provision or potential adjustments to carrying values of investments

relating to their realisation in due course.

Significant accounting judgements, estimates and assumptions. The preparation of financial statements requires the

use of certain significant accounting judgements, estimates and assumptions which require Directors to exercise

judgement in the process of applying the accounting policies. The areas where judgements, estimates and assumptions

have the most significant effect on the amounts recognised in the financial statements are the determination of the fair

value of unlisted investments, as disclosed in note 2(e).

(b) Income. Dividend income receivable on equity shares is recognised on the ex-dividend date. Dividend income on equity

shares where no ex-dividend date is quoted is brought into account when the Company’s right to receive payment is

established. Where the Company has elected to receive dividends in the form of additional shares rather than in cash

the amount of the cash dividend foregone is recognised as income. Special dividends are credited to capital or revenue

according to their circumstances. Dividend income is presented gross of any non-recoverable withholding taxes, which

are disclosed separately in the Statement of Comprehensive Income.

Notes to the Financial Statements

For the year ended 30 September 2024

66 abrdn Diversified Income and Growth plc

Distributions of non-recallable capital received from unlisted holdings during their investment phase, which have been

funded through profits being generated, are allocated to revenue in alignment with the nature of the underlying source

of income and in accordance with guidance in the AIC SORP.

The fixed returns on debt instruments are recognised using the time apportioned accruals basis and the discount or

premium on acquisition is amortised or accreted on a straight line basis. Interest income is accounted for on an accruals

basis. Underwriting commission is recognised when the issue underwritten closes.

Statement of Comprehensive Income except as follows:

– expenses which are incidental to the acquisition or disposal of an investment are treated as capital and separately

identified and disclosed in note 10;

– the Company charges 50% of investment management fees and finance costs to capital, in accordance with the

Board’s view at that time of the expected long term return in the form of capital gains and income respectively from the

investment portfolio of the Company. With effect from 1 October 2024, management fees will be charged 90% to

capital and 10% to revenue, reflecting the currently anticipated split of future investment returns during the Managed

Wind-Down of the Company.

In accordance with the investment management agreement, where applicable, an amount equivalent to the

management fee received by the Manager on the underlying holding which is managed by the Group in the normal

course of business, is either removed from or offset against the management fee payable by the Company to ensure

that no double counting occurs.

(d) Taxation. The tax expense represents the sum of tax currently payable and deferred tax. Any tax payable is based on

the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive

Income because it excludes items of income or expense that are taxable or deductible in other years and it further

excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates

that were applicable at the Statement of Financial Position date.

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the

Statement of Financial Position date, where transactions or events that result in an obligation to pay more tax in the

future or right to pay less tax in the future have occurred at the Statement of Financial Position date. This is subject to

deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from

which the future reversal of the underlying timing differences can be deducted. Timing differences are differences

arising between the Company’s taxable profits and its results as stated in the financial statements which are capable of

reversal in one or more subsequent periods. Deferred tax is measured on a non-discounted basis at the tax rates that

are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws

enacted or substantively enacted at the Statement of Financial Position date.

The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue within

the Statement of Comprehensive Income on the same basis as the particular item to which it relates using the

Company’s effective rate of tax for the year. The SORP recommends that the benefit of that tax relief should be

allocated to capital and a corresponding charge made to revenue. The Company does not apply the marginal method

of allocation of tax relief as any allocation of tax relief between capital and revenue would have no impact on

shareholders’ funds. Had this allocation been made, the charge to revenue and corresponding credit to capital for the

year ended 30 September 2024 would have been £190,000 (2023 – £1,122,000).

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 67

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

(e) Investments. The Company has chosen to apply the recognition and measurement provisions of IAS 39 Financial

Instruments: Recognition and Measurement and investments have been designated upon initial recognition at fair value

through profit or loss. This is done because all investments are considered to form part of a group of financial assets

which is evaluated on a fair value basis, in accordance with the Company’s documented investment strategy, and

information about the grouping is provided internally on that basis.

Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose

terms require delivery within the timeframe established by the market concerned, and are measured initially at fair

value. Subsequent to initial recognition, investments are valued at fair value through profit or loss. For listed investments,

this is deemed to be bid market prices or closing prices for SETS (London Stock Exchange’s electronic trading service)

stocks sourced from the London Stock Exchange.

Unlisted investments, including those in Limited Partnerships (‘LPs’) are valued by the Directors at fair value using

International Private Equity and Venture Capital Valuation Guidelines – Edition 2022.

The Company’s investments in LPs are subject to the terms and conditions of the respective investee’s offering

documentation. The investments in LPs are valued based on the reported Net Asset Value (‘NAV’) of such assets as

determined by the administrator or General Partner of the LP and adjusted by the Directors in consultation with the

Manager to take account of concerns such as liquidity so as to ensure that investments held at fair value through profit

or loss are carried at fair value. The reported NAV is net of applicable fees and expenses including carried interest

amounts of the investees and the underlying investments held by each LP are accounted for, as defined in the

respective investee’s offering documentation. While the underlying fund managers may utilise various model-based

approaches to value their investment portfolios, on which the Company’s valuations are based, no such models are

used directly in the preparation of fair values of the investments. The NAV of LPs reported by the administrators may

subsequently be adjusted when such results are subject to audit and audit adjustments may be material to the

Company.

Gains and losses arising from changes in fair value are treated in net profit or loss for the period as a capital item in the

Statement of Comprehensive Income and are ultimately recognised in the capital reserve.

(f) Borrowings. Borrowings are measured initially at the fair value of the consideration received, net of any issue expenses,

and subsequently at amortised cost using the effective interest rate method. The finance costs of such borrowings are

accounted for on an accruals basis using the effective interest rate method and have been charged 50% to revenue

and 50% to capital in the Statement of Comprehensive Income up to 30 September 2024 to reflect the Company’s

investment policy and prospective income and capital growth. With effect from 1 October 2024, management fees will

be charged 90% to capital and 10% to revenue, reflecting the currently anticipated split of future investment returns

during the Managed Wind-Down of the Company.

(g) Nature and purpose of reserves

Called up share capital. The Ordinary and B share capital on the Statement of Financial Position relates to the number of

shares in issue and in treasury. Only when the shares are cancelled, either from treasury or directly, is a transfer made to

the capital redemption reserve. This reserve is not distributable.

Share premium account. The balance classified as share premium includes the premium above nominal value from the

proceeds on issue of any equity share capital comprising Ordinary shares. This reserve was cancelled during the year.

Capital redemption reserve. The capital redemption reserve is used to record the amount equivalent to the nominal

value of any of the Company’s Ordinary and B shares purchased and cancelled in order to maintain the Company’s

capital. This reserve is not distributable.

68 abrdn Diversified Income and Growth plc

Special distributable reserve. On 7 June 2024 the Court approved the creation of a Special distributable reserve by way

of cancelling the £116,556,000 share premium account, the £37,043,000 capital redemption reserve and reducing the

nominal value of each of its ordinary shares from 25p to 1p. This reserve is available for the Company to return capital to

shareholders and the redemption of B shares.

Capital reserve. This reserve reflects any gains or losses on investments realised in the period along with any movement

in the fair value of investments held that have been recognised in the Statement of Comprehensive Income. These

include gains and losses from foreign currency exchange differences. Additionally, expenses, including finance costs,

are charged to this reserve in accordance with (c) and (f) above. The capital reserve is distributable to the extent

unrealised gains/losses arising from unlisted investments are excluded.

Revenue reserve. This reserve reflects all income and costs which are recognised in the revenue column of the

Statement of Comprehensive Income. The revenue reserve represents the amount of the Company’s reserves

distributable by way of dividend.

When making a distribution to shareholders, the Directors determine profits available for distribution by reference to

‘Guidance on realised and distributable profits under the Companies Act 2006’ issued by the Institute of Chartered

Accountants in England and Wales and the Institute of Chartered Accountants of Scotland in April 2017. The availability

of distributable reserves in the Company is dependent on those dividends meeting the definition of qualifying

consideration within the guidance and on available cash resources of the company and other accessible sources of

funds. The distributable reserves are therefore subject to any future restrictions or limitations at the time such

distribution is made.

(h) Valuation of derivative financial instruments. Derivatives are classified at fair value through profit or loss – held for trading.

Derivatives are initially accounted and measured at fair value on the date the derivative contract is entered into and

subsequently measured at fair value. The gain or loss on re-measurement is taken to the Statement of Comprehensive

Income. The sources of the return under the derivative contract are allocated to the revenue and capital column of the

Statement of Comprehensive Income in alignment with the nature of the underlying source of income and in

accordance with guidance in the AIC SORP.

(i) Dividends payable. Dividends payable to equity shareholders are recognised in the financial statements when they have

been approved by shareholders and become a liability of the Company. Interim dividends are recognised in the

financial statements in the period in which they are paid.

(j) Foreign currency. Monetary assets and liabilities and non-monetary assets held at fair value denominated in foreign

currencies are converted into sterling at the rate of exchange ruling at the reporting date. Transactions during the year

involving foreign currencies are converted at the rate of exchange ruling at the transaction date. Gains or losses arising

from a change in exchange rates subsequent to the date of a transaction are included as a currency gain or loss in

revenue or capital in the Statement of Comprehensive Income, depending on whether the gain or loss is of a revenue or

capital nature.

(k) Treasury shares. When the Company purchases the Company’s equity share capital to be held as treasury shares, the

amount of the consideration paid, which includes directly attributable costs, is net of any tax effects, and is recognised

as a deduction from the capital reserve. When these shares are sold subsequently, the amount received is recognised

as an increase in equity, and any resulting surplus on the transaction is transferred to the share premium account and

any resulting deficit is transferred from the capital reserve.

(l) Cash and cash equivalents. Cash comprises cash at bank. Cash equivalents are short-term, highly liquid investments that

are readily convertible to known amounts of cash and that are subject to insignificant risk of change in value.

(m) Segmental reporting. The Directors are of the opinion that the Company is engaged in a single segment of business

activity, being investment business. Consequently, no business segmental analysis is provided.

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 69

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

3. Income

2024 2023

£’000 £’000

Income from investments

UK listed dividends 436 1,988

Overseas listed dividends 2,870 5,353

Unquoted Limited Partnership income 8,935 6,815

Treasury bill income 1,140 –

Fixed interest income 1,074 2,643

14,455 16,799

Other income

Deposit interest 108 216

Interest from money market funds 1,069 128

Other income 6 20

1,183 364

Total income 15,638 17,163

4. Investment management fees

2024 2023

Revenue Capital Total Revenue Capital Total

£’000 £’000 £’000 £’000 £’000 £’000

Investment management fee 474 474 948 563 563 1,126

The investment management fee has been levied by abrdn Fund Managers Limited (“aFML”) at the following tiered levels:

- 0.50% per annum in respect of the first £300 million of the net asset value (with the 6.25% Bonds 2031 at fair value); and

- 0.45% per annum in respect of the balance of the net asset value (with the 6.25% Bonds 2031 at fair value).

The Company also receives rebates in respect of underlying investments in other funds managed by the Group (where an

investment management fee is charged by the Group on that fund) in the normal course of business to ensure that no double

counting occurs. Any investments made in funds managed by the Manager which themselves invest directly into alternative

investments including, but not limited to, infrastructure and property are charged at the Manager’s lowest institutional fee rate.

To avoid double charging, such investments are excluded from the overall management fee calculation.

At the year end, an amount of £90,000 (2023 - £179,000) was outstanding in respect of management fees due by

the Company.

70 abrdn Diversified Income and Growth plc

5. Administrative expenses

2024 2023

Revenue Capital Total Revenue Capital Total

£’000 £’000 £’000 £’000 £’000 £’000

Directors’ remuneration 169 - 169 176 - 176

Custody fees 25 - 25 28 - 28

Depositary fees 42 - 42 43 - 43

Shareholders’ services

141 - 141 388 - 388

Registrar’s fees 63 - 63 63 - 63

Transaction costs - 3 3 - 38 38

Legal and professional fees 126 500 626 109 - 109

Printing and postage 55 - 55 54 - 54

Irrecoverable VAT 137 - 137 38 - 38

Auditor’s remuneration:

- statutory audit 131 - 131 125 - 125

- other non-audit services

report in respect of Bond covenant compliance - - - 5 - 5

review of Half-yearly Report - - - 12 - 12

Other expenses 117 - 117 105 - 105

1,006 503 1,509 1,146 38 1,184

Includes registration, savings scheme and other wrapper administration and promotional expenses, of which £141,000 (2023 - £388,000) was payable to aFML to cover

promotional activities during the year. There was £121,000 (2023 - £337,000) due to aFML in respect of these promotional activities at the year end.

6. Finance costs

2024 2023

Revenue Capital Total Revenue Capital Total

£’000 £’000 £’000 £’000 £’000 £’000

6.25% Bonds 2031 282 282 564 521 521 1,042

Loss on early repayment (note 14) – 2,759 2,759 – – –

Bank interest 2 2 4 3 3 6

284 3,043 3,327 524 524 1,048

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 71

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

7. Taxation

2024 2023

Revenue Capital Total Revenue Capital Total

£’000 £’000 £’000 £’000 £’000 £’000

(a) Analysis of charge for the year

Current UK tax 2,983 – 2,983 1,656 – 1,656

Double taxation relief (10) – (10) (32) – (32)

Overseas tax suffered (12) 37 25 54 7 61

Current tax charge for the year 2,961 37 2,998 1,678 7 1,685

Movement in deferred tax asset – – – – 1,167 1,167

Total tax charge for the year 2,961 37 2,998 1,678 1,174 2,852

(b) Factors affecting the tax charge for the year. The tax assessed for the year is lower than the standard rate of corporation

tax of 25% (2023 – effective rate 22%). The differences are explained as follows:

2024 2023

Revenue Capital Total Revenue Capital Total

£’000 £’000 £’000 £’000 £’000 £’000

Net return/(loss) before taxation 13,874 (14,531) (657) 14,930 (12,377) 2,553

Net return/(loss) before taxation multiplied by

the standard rate of corporation tax of 25.0%

(2023 – 22.0%)

3,469 (3,633) (164) 3,285 (2,723) 562

Effects of:

Non taxable losses on investments held at fair

value through profit or loss

– 4,028 4,028 – 5,401 5,401

Exchange gains not taxable – (1,400) (1,400) – (2,926) (2,926)

Non taxable UK dividend income (147) – (147) (157) – (157)

Non taxable overseas dividend income (149) – (149) (350) – (350)

Disallowable expenses – 815 815 – – –

Overseas tax suffered (12) 37 25 54 7 61

Double taxation relief (10) – (10) (32) – (32)

Utilisation of excess management expenses – – – – (874) (874)

Effect of not applying the marginal method of

allocation of tax relief

(190) 190 – (1,122) 1,122 –

Movement in deferred tax asset – – – – 1,167 1,167

2,961 37 2,998 1,678 1,174 2,852

72 abrdn Diversified Income and Growth plc

(c) Factors that may affect future tax charges. At the year end, after offset against income taxable on receipt, there is a

potential deferred tax asset of £nil (2023 – £nil) in relation to surplus management expenses. It is unlikely that the fund will

generate sufficient taxable profits in the future to utilise these amounts and therefore no deferred tax asset has been

recognised.

8. Ordinary dividends on equity shares

2024 2023

£’000 £’000

Third interim dividend for 2023 – 1.42p (2022 – 1.40p) 4,278 4,319

Special dividend for 2023 – 1.65p (2022 -nil) 4,971 –

Fourth interim dividend for 2023 – 1.42p (2022 – 1.40p) 4,278 4,314

First interim dividend for 2024 – 1.42p (2023 – 1.42p) 4,278 4,322

Second interim dividend for 2024 – 1.95p (2023 – 1.42p) – 4,278

17,805 17,233

Set out below are the total dividends paid and proposed in respect of the financial year, which is the basis on which the

requirements of Sections 1158 and 1159 of the Corporation Tax Act 2010 are considered. The revenue available for

distribution by way of dividend for the year is £10,913,000 (2023 – £13,252,000).

2024 2023

£’000 £’000

First interim dividend for 2024 – 1.42p (2023 – 1.42p) 4,278 4,322

Second interim dividend for 2024 – 1.95p (2023 – 1.42p) 5,875 4,278

Third interim dividend for 2024 – n/a (2023 – 1.42p) – 4,278

Fourth interim dividend for 2024 – n/a (2023 – 1.42p) – 4,278

Special dividend for 2024 – n/a (2023 -1.65p) – 4,971

10,153 22,127

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 73

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9. Return per Ordinary share

2024 2023

p p

Revenue return 3.62 4.35

Capital return (4.83) (4.45)

Total loss (1.21) (0.10)

The figures above are based on the following:

2024 2023

£’000 £’000

Revenue return 10,913 13,252

Capital return (14,568) (13,551)

Total loss (3,655) (299)

Weighted average number of shares in issue

301,265,952 304,340,151

Calculated excluding shares held in treasury.

10. Investments

2024 2023

£’000 £’000

Held at fair value through profit or loss

Opening valuation 339,972 373,732

Opening investment holdings gains (10,772) (31,812)

Opening book cost 329,200 341,920

Movements during the year:

Purchases at cost 182,809 102,128

Sales – proceeds (324,162) (111,509)

Sales – losses (8,195) (3,509)

Dilution of fixed income book cost 18 170

Closing book cost 179,670 329,200

Closing investment holdings gains 2,855 10,772

Closing valuation of investments 182,525 339,972

74 abrdn Diversified Income and Growth plc

2024 2023

The portfolio valuation

£’000 £’000

UK equities – 91,499

Overseas equities 79 18,125

Fixed interest – 29,619

Loan investments – 2,279

Unlisted holdings 182,446 198,450

182,525 339,972

The portfolio valuation includes pooled investment vehicles and collective investment schemes.

2024 2023

Losses on investments £’000 £’000

Realised losses (8,195) (3,509)

Net movement in investment holdings losses (7,917) (21,040)

(16,112) (24,549)

The Company received £324,162,000 (2023 – £111,509,000) from investments sold in the period. The book cost of these

investments when they were purchased was £332,357,000 (2023 – £115,018,000). These investments have been revalued

over time and until they were sold any unrealised gains/losses were included in the fair value of investments.

Notes to the Financial Statements

Continued

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Transaction costs. During the year expenses were incurred in acquiring or disposing of investments classified as fair value

through profit or loss. These have been expensed through capital and are included within losses on investments in the

Statement of Comprehensive Income. The total costs were as follows:

2024 2023

£’000 £’000

Purchases 6 68

Sales 69 43

75 111

The above transaction costs are calculated in line with the AIC SORP. The transaction costs in the Company’s Key Information

Document are calculated on a different basis and in line with the PRIIPs regulations.

Substantial holdings. At the year end the Company held more than 3% of a share class in the following investees:

% of

Investee Class Class

Aberdeen Global Infrastructure Partners II AUD 11

Aberdeen European Residential Opportunities Fund B 84

Aberdeen Property Secondaries Partners II A-1 21

Aberdeen Standard Global Private Markets Fund GBP Acc 6

Andean Social Infrastructure Fund I USD 13

Bonaccord Capital Partners I-A USD 7

Cheyne Social Property Impact Fund GBP 3

Maj Equity Fund IV DKK 3

Mount Row Credit Fund III A9 100

Patria Secondaries Opportunities Fund IV USD 9

SL Capital Infrastructure II EUR 4

76 abrdn Diversified Income and Growth plc

Significant holdings disclosure requirements – AIC SORP

Details are disclosed below in accordance with the requirements of paragraph 82 of the AIC Statement of Recommended

Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (updated in July 2022) in relation to

unlisted investments included in the ten largest holdings disclosed on page 28. As required, this disclosure includes turnover,

pre-tax profits and net assets attributable to investors as reported within the most recently audited financial statements of the

investee companies, where possible.

Income

recognised

Proportion from Net assets

Latest of capital Book Market holding in Pre-tax attributable to

As at 30 September 2024 Financial owned cost value the period Turnover profit/(loss) shareholders

Name Statements % £’000 £’000 £’000 (‘000) (‘000) (‘000)

SL Capital Infrastructure II n/a 4 25,374 27,792 Information not publicly available

Aberdeen Standard Global

Private Markets Fund

n/a 6 15,044 20,730 Information not publicly available

Bonaccord Capital Partners

I-A

n/a 7 13,584 18,130 Information not publicly available

Burford Opportunity Fund n/a 8 13,789 16,120 Information not publicly available

Patria Secondaries

Opportunities Fund IV

n/a 9 10,734 16,057 Information not publicly available

Andean Social Infrastructure

Fund I

n/a 13 13,459 15,821 Information not publicly available

Healthcare Royalty Partners

n/a 2 17,187 12,263 Information not publicly available

Mount Row Credit Fund II n/a 5 9,943 9,393 Information not publicly available

Aberdeen Property

Secondaries Partners II

n/a 21 8,783 7,840 Information not publicly available

TrueNoord Co-Investment n/a 2 4,550 7,136 Information not publicly available

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 77

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Income

recognised

Proportion from Net assets

Latest of capital Book Market holding in Pre-tax attributable to

As at 30 September 2023 Financial owned cost value the period Turnover profit/(loss) shareholders

Name Statements % £’000 £’000 £’000 (‘000) (‘000) (‘000)

SL Capital Infrastructure II n/a 5 22,386 27,419 Information not publicly available

Aberdeen Standard Global

Private Markets Fund

n/a 6 15,044 19,934 Information not publicly available

Burford Opportunity Fund n/a 8 13,818 17,272 Information not publicly available

Healthcare Royalty Partners

n/a 2 18,397 16,235 Information not publicly available

Bonaccord Capital Partners

I-A

n/a 7 11,823 16,091 Information not publicly available

Andean Social Infrastructure

Fund I

n/a 13 14,311 15,016 Information not publicly available

Patria Secondaries

Opportunities Fund IV

n/a 6 8,080 12,940 Information not publicly available

11. Other debtors and receivables

2024 2023

£’000 £’000

Amounts due from brokers – 62

Prepayments and accrued income 163 903

Taxation recoverable 470 584

633 1,549

12. Cash and cash equivalents

2024 2023

£’000 £’000

Cash at bank and in hand 1,784 8,575

Money market funds 20,516 12,450

22,300 21,025

78 abrdn Diversified Income and Growth plc

13. Other payables

2024 2023

£’000 £’000

Interest on 6.25% Bonds 2031 – 55

Corporation tax payable 1,800 756

Other payables 352 856

2,152 1,667

14. Creditors: amounts falling due after more than one year

2024 2023

£’000 £’000

6.25% Bonds 2031

Balance at beginning of year 15,730 15,694

Amortisation of discount and issue expenses 19 36

Loss on early repayment 2,759 –

Repayment (18,508) –

Balance at end of year – 15,730

At the prior year end the fair value of the 6.25% Bonds using the last available quoted offer price from the London Stock Exchange as at 30 September 2023 was

99.8297p, a total of £16,069,000.

On 9 April 2024, the 6.25% Bonds were repaid early at a price of 114.983%, resulting in a total cost of £18,587,000, including

accrued interest of £79,000 thereon.

At the year end the Company had in issue £nil (2023 – £16,096,000) Bonds 2031 which were issued at 99.343%. The Bonds have

been accounted for in accordance with FRS 102, which require any discount or issue costs to be amortised over the life of the

Bonds. The Bonds were secured by a floating charge over all of the assets of the Company.

Under the covenants relating to the Bonds, the Company is required to ensure that, at all times, the aggregate principal amount

outstanding in respect of monies borrowed by the Company does not exceed an amount equal to its share capital and

reserves. All covenants were met during the year.

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 79

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15. Called up share capital

Ordinary Treasury B Total

shares shares shares shares

(number) (number) (number) (number) £’000

Allotted, called up and fully paid

Ordinary shares of 25p each

Ordinary shares of 25p each at 1 October

2023

301,265,952 22,485,854 – 323,751,806 80,938

B shares issued during the year – – 11,476,796,243 11,476,796,243 114,768

B shares redeemed during the year – – (11,476,796,243) (11,476,796,243) (114,768)

Reduction in nominal value of shares from 25p

to 1p

– – – – (77,700)

Ordinary shares of 1p at 30 September 2024 301,265,952 22,485,854 – 323,751,806 3,238

On 7 June 2024, the Company received Court approval for a reduction in the nominal value of its ordinary shares from

25p to 1p.

On 5 July 2024, the Company returned capital to shareholders by way of a bonus issue of 800 B shares per 21 ordinary

shares. The B shares, held by Ordinary shareholders, were issued and immediately redeemed at 1p per B share at a cost

of £114,768,000.

During the year no ordinary shares were purchased (2023 – 7,181,362 to be held in treasury at a cost of £6,292,000).

There were no Ordinary shares of 25p issued from treasury during the year (2023 – nil).

16. Capital reserve

2024 2023

£’000 £’000

At 1 October 69,717 89,560

Movement in investment holding gains (7,917) (21,040)

Losses on realisation of investments at fair value (8,195) (3,509)

Foreign exchange gains 5,601 13,297

Transaction and other costs (503) (38)

Finance costs (3,043) (524)

Purchase of own shares to treasury – (6,292)

Investment management fees (474) (563)

Overseas tax suffered (37) (7)

Deferred tax – (1,167)

At 30 September 55,149 69,717

80 abrdn Diversified Income and Growth plc

17. Net asset value per Ordinary share

The net asset value per Ordinary share and the net asset value attributable to the Ordinary shares at the year end were as

follows:

Debt at par 2024 2023

Net asset value attributable (£’000) 203,306 339,534

Number of Ordinary shares in issue excluding treasury (note 15) 301,265,952 301,265,952

Net asset value per share (p) 67.48 112.70

Debt at fair value £’000 £’000

Net asset value attributable n/a 339,534

Add: Amortised cost of 6.25% Bonds 2031 n/a 15,730

Less: Market value of 6.25% Bonds 2031 n/a (16,069)

n/a 339,195

Number of Ordinary shares in issue excluding treasury (note 15) 301,265,952 301,265,952

Net asset value per share (p) n/a 112.59

18. Financial instruments

Risk management. The Company’s investment activities expose it to various types of financial risk associated with the financial

instruments and markets in which it invests. The Company’s financial instruments, other than derivatives, comprise securities

and other investments, cash balances, liquid resources, loans and debtors and creditors that arise directly from its operations;

for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Company also has

the ability to enter into derivative transactions in the form of forward foreign currency contracts, futures and options, subject to

Board approval, for the purpose of enhancing portfolio returns and for hedging purposes in a manner consistent with the

Company’s broader investment policy.

As at 30 September 2024 there were no open positions in derivatives transactions (2023 – 18).

Risk management framework. The directors of abrdn Fund Managers Limited (‘aFML’) collectively assume responsibility for

aFML’s obligations under the AIFMD including reviewing investment performance and monitoring the Company’s risk profile

during the year.

aFML is a fully integrated member of abrdn plc (the ‘Group’), which provides a variety of services and support to aFML in the

conduct of its business activities, including the oversight of the risk management framework for the Company. aFML has

delegated the day to day administration of the investment policy to abrdn Investments Limited, which is responsible for

ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment

disclosures to investors (details of which can be found on the Company’s website). aFML has retained responsibility for

monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company.

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 81

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The Group’s Internal Audit Department is independent of the Risk Division and reports directly to the Audit Committee of the

Group’s Board of Directors and to the Group’s Chief Executive Officer. The Internal Audit Department is responsible for

providing an independent assessment of the Group’s control environment.

The Manager conducts its risk oversight function through the operation of the Group’s risk management processes and

systems which are embedded within the Group’s operations. The Group’s Risk Division supports management in the

identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance,

Business Risk, Market Risk, Risk Management and Legal. The team is headed up by the Group’s Chief Risk Officer, who reports to

the Chief Executive Officer of the Group. The Risk Division achieves its objective through embedding the Risk Management

Framework throughout the organisation using the Group’s operational risk management system (‘SHIELD’).

The Group’s corporate governance structure is supported by several committees to assist the board of directors of aFML, its

subsidiaries and the Company to fulfil their roles and responsibilities. The Group’s Risk Division is represented on all committees,

with the exception of those committees that deal with investment recommendations. The specific goals and guidelines on the

functioning of those committees are described in the committees’ terms of reference.

Risk management. The main risks the Company faces from these financial instruments are (i) market risk (comprising interest

rate, foreign currency and other price risk), (ii) liquidity risk and (iii) credit risk.

In order to mitigate risk, the investment strategy is to select investments for their fundamental value. Asset selection is therefore

based on disciplined accounting, market and sector analysis. It is the Board’s policy to hold an appropriate spread of

investments in the portfolio in order to reduce the risk arising from factors specific to a particular asset class. The Investment

Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to

consider investment strategy. Further information on the progress made with the Managed Wind-Down of the Company may

be found in the Chairman’s Statement on pages 5 and 6 and in the Investment Manager’s Report on pages 17 to 19.

The Board has agreed the parameters for net cash, which was –11% of net assets as at 30 September 2024 (2023 – net cash of

-1.6%). The Manager’s policies for managing these risks are summarised below and have been applied throughout the current

and previous year. The numerical disclosures in the tables listed below exclude short-term debtors and creditors.

Market risk. The Company’s investment portfolio is exposed to market price fluctuations, which are monitored by the Manager

in pursuance of the revised investment objective and investment objective as set out on page 7. Adherence to investment

guidelines and to investment and borrowing powers set out in the management agreement mitigates the risk of exposure to

any particular security or issuer. Further information on the investment portfolio is set out in the Investment Manager’s Report on

pages 21 to 32.

Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s

operations. It represents the potential loss the Company might suffer through holding market positions as a consequence of

price movements.

Interest rate risk. Interest rate movements may affect:

– the level of income receivable on cash deposits; and

– the fair value of any investments in fixed interest rate securities.

Management of the risk. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates

are taken into account when making investment and borrowing decisions.

82 abrdn Diversified Income and Growth plc

The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a

regular basis. Interest rate risk is the risk of movements in the value of financial instruments as a result of fluctuations in

interest rates.

Financial assets. The interest rate risk of the portfolio of financial assets at the reporting date was as follows:

2024 2023

Within More than Within More than

1 year 1 year Total 1 year 1 year Total

£’000 £’000 £’000 £’000 £’000 £’000

Exposure to fixed interest rates

Fixed interest investments – – – 3,677 25,942 29,619

Exposure to floating interest rates

Loan investments

– – – – 2,279 2,279

Cash and cash equivalents 22,300 – 22,300 21,025 – 21,025

22,300 – 22,300 24,702 28,221 52,923

Variable distributions received from investment holdings, which have an underlying portfolio of fixed interest securities.

Financial liabilities. The Company has no borrowings following the early repayment of the 6.25% Bond during the year (2023 –

held at amortised cost of £15,730,000 and a fair value of £16,069,000).

Interest rate sensitivity. A sensitivity analysis demonstrates the sensitivity of the Company’s results for the year to a reasonably

possible change in interest rates, with all other variables held constant.

The sensitivity of the return/(loss) attributable to equity shareholders for the year is the effect of the assumed change in interest

rates on:

– the net interest income for the year, based on the floating rate financial assets held at the Statement of Financial Position date;

and

– changes in fair value of investments for the year, based on revaluing fixed rate financial assets and liabilities at the Statement

of Financial Position date.

If interest rates had been 50 basis points higher or lower and all other variables were held constant, the Company’s net interest

for the year ended 30 September 2024 would increase/decrease by £112,000 (2023 – increase/decrease £105,000). This is

attributable to the Company’s exposure to interest rates on its floating rate cash balances at 30 September 2024.

The capital return would decrease/increase by £nil (2023 – increase/decrease by £2,236,000) using VaR (“Value at Risk”)

analysis based on 100 observations of monthly VaR computations of fixed interest portfolio positions at each year end

(2023 – none).

Foreign currency risk. A proportion of the Company’s investment portfolio is invested in overseas securities whose values are

subject to fluctuation due to changes in foreign exchange rates. In addition, the impact of changes in foreign exchange rates

upon the profits of investee companies can result, indirectly, in changes in their valuations. Consequently the Statement of

Financial Position can be affected by movements in exchange rates.

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 83

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Management of the risk. The revenue account is subject to currency fluctuations arising on dividends receivable in foreign

currencies and, indirectly, due to the impact of foreign exchange rates upon the profits of investee companies. The Company

may enter into derivative transactions, in the form of forward foreign currency contracts, to ensure that exposure to foreign

denominated investments and cashflows is appropriately hedged.

Foreign currency risk exposure by currency of denomination excluding other debtors and receivables and other payables

falling due within one year:

30 September 2024 30 September 2023

Net Total Net Total

monetary currency monetary currency

Investments items exposure Investments items exposure

£’000 £’000 £’000 £’000 £’000 £’000

US Dollar 97,877 898 98,775 117,117 (3,089) 114,028

Euro 40,201 13 40,214 53,472 (459) 53,013

Other 4,369 63 4,432 41,008 (596) 40,412

142,447 974 143,421 211,597 (4,144) 207,453

Foreign currency sensitivity. The following table details the impact on the Company’s net assets to a 20% decrease (in the

context of a 20% increase the figures below should all be read as negative) in sterling against the foreign currencies in which

the Company has exposure. The sensitivity analysis includes foreign currency denominated monetary items and adjusts their

translation at the period end for a 20% change in foreign currency rates. This sensitivity excludes forward foreign currency

contracts entered into for hedging short term cash flows.

2024 2023

£’000 £’000

US Dollar 19,755 22,806

Euro 8,043 10,603

Other 886 8,082

28,684 41,491

84 abrdn Diversified Income and Growth plc

Forward foreign currency contracts. There were no forward foreign currency contracts outstanding at the Statement of

Financial Position date:

Unrealised

gain/(loss)

30 September

Buy Sell Settlement Amount Contracted 2024

Date of contract Currency Currency date ‘000 rate £’000

N/A N/A N/A N/A N/A N/A N/A

Unrealised

gain/(loss)

30 September

Buy Sell Settlement Amount Contracted 2023

Date of contract Currency Currency date ‘000 rate £’000

31 August 2023 JPY GBP 7 December 2023 4,920 180.2114 53

11 September 2023 USD GBP 7 December 2023 837 1.2211 21

15 September 2023 USD GBP 7 December 2023 617 1.2211 12

25 September 2023 GBP CAD 7 December 2023 528 1.6492 1

25 September 2023 GBP EUR 7 December 2023 205 1.1498 –

31 August 2023 CHF GBP 7 December 2023 1,895 1.1088 (1)

31 August 2023 GBP AUD 7 December 2023 11,285 1.8876 (383)

31 August 2023 GBP CAD 7 December 2023 8,270 1.6492 (332)

31 August 2023 GBP EUR 7 December 2023 56,882 1.1498 (549)

31 August 2023 GBP NOK 7 December 2023 5,222 12.9686 (193)

31 August 2023 GBP NZD 7 December 2023 5,462 2.0322 (254)

31 August 2023 GBP SEK 7 December 2023 5,463 13.2251 (213)

31 August 2023 GBP USD 7 December 2023 97,334 1.2211 (3,733)

31 August 2023 GBP USD 7 December 2023 284 1.2211 (11)

1 September 2023 GBP USD 7 December 2023 389 1.2211 (15)

13 September 2023 GBP CAD 7 December 2023 180 1.6492 (4)

13 September 2023 GBP EUR 7 December 2023 225 1.1498 (1)

19 September 2023 GBP USD 7 December 2023 945 1.2211 (13)

(5,702)

Other price risk. Other price risks (ie changes in market prices other than those arising from interest rate or currency risk) may

affect the value of investments.

Management of the risk. The Company’s investment objective is to conduct an orderly realisation of its assets in a manner that

seeks to optimise the value of its investments whilst progressively returning cash to shareholders in a timely manner. Full details

of the revised investment policy may be found on page 6.

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 85

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Other price risk sensitivity. If market prices at the reporting date had been 10% higher or lower on investments held at fair value

while all other variables remained constant, the return attributable to Ordinary shareholders and equity for the year ended 30

September 2024 would have increased/decreased by £18,253,000 (2023 – £30,807,000).

Liquidity risk. This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Management of the risk. During the year, the Company repaid the outstanding balance of its 6.25% Bonds 2031 in issue,

however the Company may continue to use gearing, in the form of borrowings (including secured bonds), during the managed

wind-down process.

19. Fair value hierarchy

FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the

inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the

measurement date.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (ie

as prices) or indirectly (ie derived from prices).

Level 3: inputs are unobservable (ie for which market data is unavailable) for the asset or liability.

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the

basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is

assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require

significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.

Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering

factors specific to the asset or liability.

86 abrdn Diversified Income and Growth plc

The financial assets and liabilities measured at fair value in the Statement of Financial Position are grouped into the fair value

hierarchy at the reporting date as follows:

Level 1 Level 2 Level 3 Total

As at 30 September 2024 £’000 £’000 £’000 £’000

Financial assets at fair value through profit or loss

Equity investments 79 – 182,446 182,525

Net fair value 79 – 182,446 182,525

Level 1 Level 2 Level 3 Total

As at 30 September 2023 £’000 £’000 £’000 £’000

Financial assets/(liabilities) at fair value through profit or loss

Equity investments 90,332 19,292 198,450 308,074

Loan investments – 2,279 – 2,279

Fixed interest instruments – 29,619 – 29,619

Forward currency contracts – financial assets – 87 – 87

Forward currency contracts – financial liabilities – (5,702) – (5,702)

Net fair value 90,332 45,575 198,450 334,357

Year ended Year ended

30 September 2024 30 September 2023

Level 3 Financial assets at fair value through profit or loss £’000 £’000

Opening fair value 198,450 209,065

Purchases including calls (at cost) 11,210 26,083

Disposals and return of capital (9,281) (26,368)

Total gains or losses included in losses on investments in the Statement of

Comprehensive Income:

– assets disposed of during the year 1,233 8,253

– assets held at the end of the year (19,166) (18,583)

Closing balance 182,446 198,450

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 87

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

The fair value of Level 3 financial assets has been determined by reference to primary valuation techniques described in note

2(e) of these financial statements and included within other price sensitivity within note 18. The Level 3 equity investments

comprise the following:

Year ended Year ended

30 September 2024 30 September 2023

£’000 £’000

Aberdeen European Residential Opportunities Fund 2,556 7,524

Aberdeen Global Infrastructure Partners II (AUD) 2,250 4,541

Aberdeen Property Secondaries Partners II 7,840 9,385

Aberdeen Standard Global Private Markets Fund 20,730 19,934

Andean Social Infrastructure Fund I 15,821 15,016

ASI HARK III 4,109 6,042

BlackRock Renewable Income – UK 6,657 8,199

Bonaccord Capital Partners I-A 18,130 16,091

Burford Opportunity Fund 16,120 17,272

Cheyne Social Property Impact Fund 3,299 3,299

Dover Street VII 4 20

HarbourVest International Private Equity V 5 7

HarbourVest International Private Equity VI 1,240 1,678

HarbourVest VIII Buyout Fund 23 160

HarbourVest VIII Venture Fund 104 123

Healthcare Royalty Partners IV 12,263 16,235

Maj Invest Equity IV 24 1,205

Maj Invest Equity V 2,095 2,432

Markel CATCo Reinsurance Fund Ltd – LDAF 2018 SPI 572 333

Markel CATCo Reinsurance Fund Ltd – LDAF 2019 SPI 242 81

Mesirow Financial Private Equity III 80 117

Mesirow Financial Private Equity IV 400 599

Mount Row Credit Fund II 9,393 10,166

Pan European Infrastructure Fund 768 1,205

Patria Secondaries Opportunities Fund IV 16,057 12,940

PIMCO Private Income Fund Offshore Feeder I LP 6,736 7,662

SL Capital Infrastructure II 27,792 27,419

TrueNoord Co-Investment 7,136 8,765

182,446 198,450

For all other assets and liabilities (i.e. those not included in the hierarchy table) carrying value approximates to fair value.

88 abrdn Diversified Income and Growth plc

20. Related party transactions and transactions with the Manager

Related party transactions – Directors’ fees and interests. Fees payable during the year to the Directors and their interests in

shares of the Company are considered to be related party transactions and are disclosed within the Directors’ Remuneration

Report on pages 44 to 47. The balance of fees due to Directors at the year end was £13,000 (2023 – £15,000).

Transactions with the Manager. The Company has an agreement with aFML for the provision of management services. The

investment management fee is levied by aFML at the following tiered levels, payable monthly in arrears:

– 0.50% per annum in respect of the first £300 million of the net asset value (with debt at fair value); and

– 0.45% per annum in respect of the balance of the net asset value (with debt at fair value).

Details of transactions during the year and balances outstanding at the year end are disclosed in note 4 on page 69.

In accordance with the investment management agreement, where applicable, an amount equivalent to the management

fee received by the Manager on the underlying holding which is managed by the Group in the normal course of business, is

either removed from or offset against the management fee payable by the Company to ensure that no double counting

occurs. Any investments made in funds managed by the Group which themselves invest directly into alternative investments

including, but not limited to, infrastructure and property will be charged at the Group’s lowest institutional fee rate. To avoid

double charging, such investments will be excluded from the overall management fee calculation.

The following table details all investments held at 30 September 2024 that were managed by the Group. For the period to 30

September 2024 no fees were levied in respect of these funds.

30 September 2024

£’000

SL Capital Infrastructure II

27,792

Aberdeen Standard Global Private Markets Fund

20,730

Andean Social Infrastructure Fund I

15,821

Aberdeen European Residential Opportunities Fund

2,556

Aberdeen Global Infrastructure Partners II (AUD)

2,250

Aberdeen Property Secondaries Partners II

7,840

76,989

The value of this holding is removed from the management fee calculation to ensure that no double counting occurs.

An amount equivalent to the management fee received by the Manager on the underlying is offset against the management fee payable by the Company to ensure

that no double counting occurs.

The Company also has an agreement with aFML for the provision of secretarial, accounting and administration services and

promotional activities. Details of transactions during the year and balances outstanding at the year end are disclosed in note 5

on page 70.

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 89

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

21. Capital management policies and procedures

The current investment objective of the Company is to conduct an orderly realisation of its assets in a manner that seeks to

optimise the value of its investments whilst progressively returning cash to shareholders in a timely manner.

The capital of the Company consists of equity (comprising issued capital, reserves and retained earnings). The Company

manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders

through the optimisation of the equity balance.

The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes:

– the planned level of gearing which takes into account the Investment Manager’s views on the market (net gearing at the

reporting period end in the Financial Highlights and the calculation basis is set out in the Alternative Performance Measures);

– the level of equity shares in issue; and

– the revenue account, shareholder distributions and the extent to which the balance is either accretive or dilutive of the

revenue reserves.

The Company’s objectives, policies and processes for managing capital are unchanged from the preceding accounting period.

22. Analysis of changes in net debt

At Currency Non-cash At

1 October 2023 differences Cash flows movements 30 September 2024

£’000 £’000 £’000 £’000 £’000

Cash and cash equivalents 21,025 - 1,275 - 22,300

Debt due after one year (15,730) - 18,508 (2,778) -

Total 5,295 - 19,783 (2,778) 22,300

At Currency Non-cash At

1 October 2022 differences Cash flows movements 30 September 2023

£’000 £’000 £’000 £’000 £’000

Cash and cash equivalents 7,179 - 13,846 - 21,025

Debt due after one year (15,694) - - (36) (15,730)

Total (8,515) - 13,846 (36) 5,295

90 abrdn Diversified Income and Growth plc

23. Commitments and contingent liabilities

At 30 September 2024 the Company had commitments of £268,430,000 of which £32,891,000 remained outstanding (2023 –

£43,282,000). Further details are given below. There were no contingent liabilities as at 30 September 2024 (2023 – £nil).

Undrawn commitments

30 September 2024

£’000

Patria Secondaries Opportunities Fund IV 8,190

Aberdeen Global Infrastructure Partners II (AUD) 6,096

Burford Opportunity Fund 4,682

Andean Social Infrastructure Fund I 4,362

Bonaccord Capital Partners I-A 2,911

ASI Hark III 3,730

Aberdeen Property Secondaries Partners II 1,059

Maj Invest Equity IV 321

Healthcare Royalty Partners IV 315

Pan European Infrastructure Fund 267

SL Capital Infrastructure II 219

Dover Street VII 164

Maj Invest Equity V 150

HarbourVest International Private Equity VI 148

Mesirow Financial Private Equity IV 130

HarbourVest VIII Buyout Fund 65

HarbourVest International Private Equity V 27

Mesirow Financial Private Equity III 47

HarbourVest VIII Venture Fund 8

32,891

Notes to the Financial Statements

Continued

abrdn Diversified Income and Growth plc 91

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Undrawn commitments

30 September 2023

£’000

Patria Secondaries Opportunities Fund IV 11,775

Aberdeen Global Infrastructure Partners II (AUD) 6,233

Burford Opportunity Fund 5,445

Andean Social Infrastructure Fund I 4,793

Bonaccord Capital Partners I-A 4,522

SL Capital Infrastructure II 2,798

ASI Hark III 2,517

Healthcare Royalty Partners IV 1,324

Aberdeen European Residential Opportunities Fund 1,201

Aberdeen Property Secondaries Partners II 1,183

Maj Invest Equity IV 364

Pan European Infrastructure Fund 278

Maj Invest Equity V 211

Dover Street VII 181

HarbourVest International Private Equity VI 154

Mesirow Financial Private Equity IV 143

HarbourVest VIII Buyout Fund 71

Mesirow Financial Private Equity III 52

HarbourVest International Private Equity V 29

HarbourVest VIII Venture Fund 8

43,282

24. Subsequent events

On 23 December 2024, shareholders approved proposals to cancel the entire amount standing to the credit of the Company’s

capital redemption reserve and to amend the Company’s articles of association in order to remove the requirement for the

Company to hold a continuation vote at each annual general meeting.

92 abrdn Diversified Income and Growth plc

Corporate

Information

abrdn Diversified Income and Growth plc 93

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Investors may receive information about the

Company via email by selecting ‘Register for

updates’ on the homepage of the website:

abrdndiversified.co.uk

The website also includes current and historic Annual and

Half-Yearly Reports, performance data, the latest monthly

factsheet issued by the Manager together with links to the

Company’s share price and recent London Stock

Exchange announcements.

If you have any general questions about the Company,

the Manager or performance, please send an email to

diversified.income@abrdn.com or write to:

abrdn Diversified Income and Growth plc

1 George Street

Edinburgh EH2 2LL

Information about the Company and other investment

companies managed by the Manager may also be found

on social media, as follows:

Twitter: @abrdnTrusts

LinkedIn: abrdn Investment Trusts

Alternative Investment Fund Managers

Directive (“AIFMD”) and Pre-Investment

Disclosure Document (“PIDD”)

The Company has appointed the Manager as its

alternative investment fund manager and The Bank of

New York Mellon (International) Limited as its depositary

under the AIFMD.

The AIFMD requires the Manager, as the Company’s

alternative investment fund manager, to make available

to investors certain information prior to such investors’

investment in the Company. Details of the leverage and

risk policies which the Company is required to have in

place under AIFMD are published in the Company’s PIDD

which can be found on its website: abrdndiversified.co.uk

The periodic disclosures required to be made by the

Manager under the AIFMD are set out on page 98.

Investor Warning: Be alert to share fraud

and boiler room scams

The Company has been made aware by abrdn that some

investors have received telephone calls from people

purporting to work for abrdn, or third parties, who have

offered to buy their investment trust shares. These may be

scams which attempt to gain personal information with

which to commit identity fraud or could be ‘boiler room’

scams where a payment from an investor is required to

release the supposed payment for their shares. These

callers do not work for abrdn and any third party making

such offers has no link with abrdn. abrdn never makes

these types of offers and does not ‘cold-call’ investors in

this way. If investors have any doubt over the veracity of a

caller, they should not offer any personal information, end

the call and contact the Company using the details

provided above.

The Financial Conduct Authority provides advice with

respect to share fraud and boiler room scams at:

fca.org.uk/consumers/scams

Shareholder Enquiries

For queries regarding shareholdings, lost certificates,

dividend payments, registered details and related

matters, shareholders holding their shares directly in the

Company are advised to contact the Registrar,

Computershare Investor Services PLC (see page 109 for

contact details). Changes of address must be notified to

the Registrar in writing.

Suitable for Retail/NMPI Status

The Company’s Ordinary shares are intended for

investors, primarily in the UK, including retail investors,

professionally-advised private clients and institutional

investors seeking principally capital appreciation from the

realisation of diversified private market assets over several

years and who understand and are willing to accept the

risks of exposure to investing via a flexible multi-asset

approach. Investors should consider consulting a financial

adviser who specialises in advising on the acquisition of

shares and other securities before acquiring shares.

Investors should be capable of evaluating the risks and

merits of such an investment and should have sufficient

resources to bear any loss that may result.

The Company currently conducts its affairs, and intends to

continue to do so for the foreseeable future, in order that

its shares can be recommended by a financial adviser to

ordinary retail investors in accordance with the FCA’s rules

in relation to non-mainstream pooled investments.

The Company’s shares are excluded from the FCA’s

restrictions which apply to non-mainstream pooled

investment products because they are shares in an

investment trust.

Investor Information

94 abrdn Diversified Income and Growth plc

Key Information Document (“KID”)

The Packaged Retail and Insurance-based Investment

Products (“PRIIPS”) Regulation requires a PRIIP

‘manufacturer’ to prepare a Key Information Document

(“KID”). This document was designed to provide investors

with key information about the Company prior to

investment. It is not marketing material. The information

was required by law to help an investor understand the

nature, risks, costs, potential gains and losses of investing

and to help to compare with other products.

In September 2024, the FCA granted forbearance to the

investment trust industry meaning that the Manager is no

longer required to produce a KID. However, the Manager

continues to publish a modified KID for the Company

largely because a number of platforms / market

participants still require prospective investors to confirm

that they have read the Company’s KID prior to a buying

the shares of the Company. The modified KID is available

via the Company’s website. In addition to the KID, the

Manager has developed and published a ‘Statement of

Operating Expenses’ which is incorporated into the

Company’s factsheet and which can be found separately

on the Company’s website.

How to Invest in the Company and other

abrdn-managed investment trusts

A range of leading investment platforms and share

dealing services let you buy and sell abrdn-managed

investment trusts including the shares of the Company.

Many of these platforms operate on an ‘execution-only’

basis. This means they can carry out your instruction to

buy or sell a particular investment trust. But they may not

be able to advise on suitable investments for you. If you

require advice, please speak to a qualified financial

adviser (see below).

Flexibility

Many investment platform providers will allow you to buy

and hold abrdn Investment Trust shares within an

Individual Savings Account (ISA), Junior ISA or Self Invested

Personal Pension (SIPP), all of which have potential tax

advantages. Most will also allow you to invest on both a

lump sum and regular savings basis.

Costs and service

It is important to choose the right platform for your needs,

so take time to research what each platform offers before

you make your decision, as well as considering charges.

When it comes to charges, some platforms have flat fee

structures while others levy percentage-based charges.

Typically, you will also pay a fee every time you buy and

sell shares, so you need to bear in mind these transaction

costs if you are trading frequently. There may also be

additional charges for ISA and SIPP investments.

Can I exercise my voting rights if I hold my

shares through an investment platform?

Yes, you should be able to exercise your right to vote by

contacting your platform provider. Procedures differ, but

some platforms will automatically alert you when new

statutory documents are available and then allow you to

vote online. Others will require you to contact them to

vote. Your chosen platform provider will provide

further guidance.

Getting advice

abrdn recommends that you seek financial advice prior to

making an investment decision. If you do not currently

have a financial adviser, details of authorised financial

advisers in your area can be found at pimfa.co.uk or

unbiased.co.uk (see below). You will pay a fee for

advisory services.

Platform providers

Platforms featuring the Company, as well as other abrdn-

managed investment trusts, include:

· AJ Bell:

www.ajbell.co.uk/markets/investment-trusts

· Barclays Smart Investor:

www.barclays.co.uk/smart-investor

· Charles Stanley Direct:

www.charles-stanley-direct.co.uk

· Fidelity: www.fidelity.co.uk

· Halifax: www.halifax.co.uk/investing

· Hargreaves Lansdown:

www.hl.co.uk/shares/investment-trusts

· interactive investor (owned by abrdn):

www.ii.co.uk/investment-trusts

Investor Information

Continued

abrdn Diversified Income and Growth plc 95

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

The companies above are shown for illustrative purposes

only. Other platform providers are available. The links

above direct you to external websites operated by each

platform provider. abrdn is not responsible for the content

and information on these third-party sites, apart from

interactive investor, which is owned by abrdn.

Discretionary Private Client Stockbrokers

If you have a large sum to invest, you may wish to contact

a discretionary private client stockbroker. They can

manage your entire portfolio of shares and will advise you

on your investments. To find a private client stockbroker

visit The Personal Investment Management & Financial

Advice Association at: pimfa.co.uk.

Financial Advisers

To find an adviser who recommends on investment trusts,

visit: unbiased.co.uk

Regulation of Stockbrokers

Before approaching a stockbroker, always check that

they are regulated by the Financial Conduct Authority:

Tel: 0800 111 6768 or at

at https://register.fca.org.uk

Email: consumerqueries@fca.org.uk

Note

Please remember that past performance is not a guide to

the future. Stock market and currency movements may

cause the value of shares and the income from them to

fall as well as rise and investors may not get back the

amount they originally invested.

As with all equity investments, the value of investment

trusts purchased will immediately be reduced by the

difference between the buying and selling prices of the

shares, the market maker’s spread.

Investors should further bear in mind that the value of

any tax relief will depend on the individual circumstances

of the investor and that tax rates and reliefs, as well as

the tax treatment of ISAs, may be changed by

future legislation.

The information on pages 92 to 95 has been approved for

the purposes of Section 21 of the Financial Services and

Markets Act 2000 (as amended by the Financial Services

Act 2012) by abrdn Investments Limited

which is authorised and regulated by the Financial

Conduct Authority.

96 abrdn Diversified Income and Growth plc

abrdn or the Group

A company listed on the London Stock Exchange as

abrdn plc.

AIC

The Association of Investment Companies.

AIFMD

The Alternative Investment Fund Managers Directive - the

AIFMD is European legislation which created a European-

wide framework for regulating managers of ‘alternative

investment funds’. It is designed to regulate any fund

which is not a UCITS fund and which is managed and/or

marketed in the EU. The Company has been designated

as an AIF.

Alternative Performance Measure or APM

An alternative performance measure is a financial

measure of historical or future financial performance,

financial position, or cash flows, other than a financial

measure defined or specified in the applicable financial

reporting framework.

Closed-End Fund

A collective investment scheme which has a fixed number

of shares which are not redeemable from the fund itself.

Unlike open-ended funds, new shares/units are not

created by managers to meet demand from investors;

instead, shares are purchased (or sold) only in the market.

Closed-end funds are normally listed on a recognised

stock exchange, such as the London Stock Exchange, and

shares can be bought and sold on that exchange.

Discount

The amount by which the market price per share of an

Investment Trust is lower than the Net Asset Value per

share. The discount is normally expressed as a

percentage of the Net Asset Value per share.

Dividend Cover

Earnings per share divided by dividends per share

expressed as a ratio.

Dividend Yield

The annual dividend expressed as a percentage of the

share price.

FCA

Financial Conduct Authority.

Gearing

Net gearing is calculated by dividing total borrowings less

cash or cash equivalents, by shareholders’ funds

expressed as a percentage.

Investment Manager

abrdn Investments Limited is a wholly owned subsidiary of

abrdn plc and acts as the Company’s investment

manager. It is authorised and regulated by

the FCA.

Investment Trust

A type of Closed-End Fund which invests in other

securities, allowing shareholders to share the risks, and

returns, of collective investment.

Leverage

For the purposes of the Alternative Investment Fund

Managers Directive, leverage is any method which

increases the Company’s exposure, including the

borrowing of cash and the use of derivatives. It is

expressed as a ratio between the Company’s exposure

and its Net Asset Value and can be calculated on a gross

and a commitment method. Under the gross method,

exposure represents the sum of the Company’s positions

after the deduction of sterling cash balances, without

taking into account any hedging and netting

arrangements. Under the commitment method, exposure

is calculated without the deduction of sterling cash

balances and after certain hedging and netting positions

are offset against each other.

Manager or AIFM

abrdn Fund Managers Limited is a wholly owned

subsidiary of abrdn plc and acts as the alternative

investment fund manager (“AIFM”) for the Company. It is

authorised and regulated by the FCA.

Net Asset Value or NAV

The value of total assets less liabilities. Liabilities for this

purpose include current and long-term liabilities. The Net

Asset Value divided by the number of shares in issue

produces the Net Asset Value per share.

Glossary of Terms

abrdn Diversified Income and Growth plc 97

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Ongoing Charges

Ratio of expenses as a percentage of average daily

shareholders’ funds calculated as per the AIC’s industry

standard method. This includes the Company’s share of

costs of holdings in investment companies on a look-

through basis.

Premium

The amount by which the market price per share of an

Investment Trust exceeds the Net Asset Value per share.

The premium is normally expressed as a percentage of

the Net Asset Value per share.

Price/Earnings Ratio

The ratio is calculated by dividing the market price per

share by the earnings per share. The calculation assumes

no change in earnings but in practice the multiple reflects

the stock market’s view of a company’s prospects and

profit growth potential.

Prior Charges

The name given to all borrowings including debentures,

loans and overdrafts that are to be used for investment

purposes, reciprocal foreign currency loans, currency

facilities to the extent that they are drawn down, index-

linked securities, and all types of preference or preferred

capital and the income shares of split capital trusts,

irrespective of the time until repayment.

Total Assets

Total Assets as per the balance sheet less current liabilities

(before deducting Prior Charges as defined above).

Total Return

Total Return involves reinvesting the net dividend in the

month that the share price goes ex-dividend. The NAV

Total Return involves investing the same net dividend in the

NAV of the Company on the date the dividend

was earned.

98 abrdn Diversified Income and Growth plc

The Manager and the Company are required to make certain disclosures available to investors in accordance with the

AIFMD. Those disclosures that are required to be made pre-investment are included within a pre-investment disclosure

document (“PIDD”) which can be found on the Company’s website.

There have been no material changes to the disclosures contained within the PIDD since its most recent update in

January 2025.

The periodic disclosures as required under the AIFMD to investors are made below:

· information on the investment strategy, geographic and sector investment focus and principal stock exposures is

included in the Strategic Report;

· none of the Company’s assets are subject to special arrangements arising from their illiquid nature;

· the Strategic Report, note 18 to the financial statements and the PIDD, together set out the risk profile and risk

management systems in place. There have been no changes to the risk management systems in place in the period

under review and no breaches of any of the risk limits set, with no breach expected;

· there are no new arrangements for managing the liquidity of the Company or any material changes to the liquidity

management systems and procedures employed by the Manager; and

· all authorised Alternative Investment Fund Managers are required to comply with the AIFMD Remuneration Code. In

accordance with the AIFMD Remuneration Code, the AIFM’s remuneration policy in respect of its reporting period

ended 31 December 2023 is available on the website of abrdn plc at www.abrdn.com/en-gb/corporate/about-us/our-

leadership-team/remuneration-disclosure or on request from the Company Secretary, abrdn Holdings Limited (see

page 109 for contact details).

Leverage

The table below sets out the current maximum permitted limit and actual level of leverage for the Company:

Gross Method Commitment Method

Maximum level of leverage 3.50:1 2.50:1

Actual level at 30 September 2024 0.90:1 1.01:1

There have been no breaches of the maximum level during the period and no changes to the maximum level of

leverage employed by the Company. There have been no changes to the circumstances in which the Company may

be required to post assets as collateral and no guarantees granted under the leveraging arrangement. Changes to the

information contained either within this Annual Report or the PIDD in relation to any special arrangements in place, the

maximum level of leverage which AFML may employ on behalf of the Company; the right of use of collateral or any

guarantee granted under any leveraging arrangement; or any change to the position in relation to any discharge of

liability by the Depositary will be notified via a regulatory news service without undue delay in accordance with

the AIFMD.

The information on this page has been approved for the purposes of Section 21 of the Financial Services and Markets Act

2000 (as amended by the Financial Services Act 2012) by abrdn Fund Managers Limited which is authorised and

regulated by the Financial Conduct Authority in the United Kingdom.

AIFMD Disclosures

(

Unaudited

)

abrdn Diversified Income and Growth plc 99

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Alternative Performance Measures (“APMs”) are numerical measures of the Company’s current, historical or future performance,

financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The

Company’s applicable financial framework includes FRS 102 and the AIC SORP. The Directors assess the Company’s performance

against a range of criteria which are viewed as particularly relevant for closed-end investment companies.

Net asset value per Ordinary share – debt at fair value

The net asset value per Ordinary share with debt at fair value is calculated as follows:

As at As at

30 September 2024 30 September 2023

£’000 £’000

Net asset value attributable n/a 339,534

Add: Amortised cost of 6.25% Bonds 2031 n/a 15,730

Less: Market value of 6.25% Bonds 2031 n/a (16,069)

n/a 339,195

Number of Ordinary shares in issue excluding treasury shares n/a 301,265,952

Net asset value per share (p) n/a 112.59

2024 n/a due to the 6.25% Bonds 2031 being repaid during the year.

Discount to net asset value per Ordinary share – debt at par value

The discount is the amount by which the Ordinary share price is lower than the net asset value per Ordinary share – debt at fair value,

expressed as a percentage of the net asset value – debt at fair value. The Board considers this to be the most appropriate measure of

the Company’s discount.

30 September 2024 30 September 2023

Net asset value per Ordinary share (p) a 67.48 112.70

Share price (p) b 44.50 83.60

Discount (a-b)/a 34.1% 25.8%

Alternative Performance Measures

100 abrdn Diversified Income and Growth plc

Net (cash)/gearing – debt at par value

Net (cash)/gearing with debt at par value measures the total borrowings less cash and cash equivalents divided by shareholders’

funds, expressed as a percentage. Under AIC reporting guidance cash and cash equivalents includes net amounts due to and from

brokers at the period end, in addition to cash and short term deposits.

30 September 2024 30 September 2023

Borrowings (£’000) a – 15,730

Cash (£’000) b 22,300 21,025

Amounts due to brokers (£’000) c – –

Amounts due from brokers (£’000) d – 62

Shareholders’ funds (£’000) e 203,306 339,534

Net cash (a-b+c-d)/e (11.0)% (1.6)%

Ongoing charges

The ongoing charges ratio has been calculated in accordance with guidance issued by the AIC as the total of investment

management fees and administrative expenses and expressed as a percentage of the average daily net asset values with debt at fair

value published throughout the year.

2024 2023

£ £

Investment management fees 948,000 1,126,000

Administrative expenses 1,509,000 1,184,000

Less: non-recurring charges

(525,000) (31,000)

Ongoing charges 1,932,000 2,279,000

Average net assets with debt at fair value 298,853,000 351,878,000

Ongoing charges ratio (excluding look-through costs) 0.65% 0.65%

Look-through costs

1.71% 1.09%

Ongoing charges ratio (including look-through costs) 2.36% 1.74%

Comprises legal and professional fees unlikely to recur including those associated with the reduction in issued share capital and subsequent issue and redemption of B shares.

Calculated in accordance with AIC guidance issued in October 2020 to include the Company’s share of costs of holdings in investment companies on a look-through basis.

The ongoing charges ratio provided in the Company’s Key Information Document is calculated in line with the PRIIPs regulations, which

includes financing and transaction costs. This can be found within the literature library section of the Company’s website:

abrdndiversified.co.uk.

Alternative Performance Measures

Continued

abrdn Diversified Income and Growth plc 101

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Total return

NAV and share price total returns show how the NAV and share price has performed over a period of time in percentage terms, taking

into account both capital returns and dividends paid to shareholders. NAV and share price total returns are monitored against open-

ended and closed-ended competitors, and the Reference Index, respectively.

NAV NAV Share

Year ended 30 September 2024 (debt at par) (debt at fair value)

Price

Opening at 1 October 2023 a 112.7p n/a 83.6p

Closing at 30 September 2024 b 67.5p n/a 44.5p

Price movements c=(b/a)-1 –40.1% n/a –46.8%

Dividend reinvestment

d 37.8% n/a 54.9%

Total return c+d –2.3% n/a +8.1%

2024 n/a due to the 6.25% Bonds 2031 being repaid during the year.

Includes the 38.10p per Ordinary share return of capital made during the year.

NAV NAV Share

Year ended 30 September 2023 (debt at par) (debt at fair value) Price

Opening at 1 October 2022 a 117.8p 117.6p 89.8p

Closing at 30 September 2023 b 112.7p 112.6p 83.6p

Price movements c=(b/a)-1 –4.3% –4.3% –6.9%

Dividend reinvestment

d 4.7% 4.7% 6.2%

Total return c+d +0.4% +0.4% –0.7%

NAV total return involves investing the net dividend in the NAV of the Company with debt at fair value on the date on which that dividend goes ex-dividend. Share price total return

involves reinvesting the net dividend in the share price of the Company on the date on which that dividend goes ex-dividend.

102 abrdn Diversified Income and Growth plc

General

abrdn Diversified Income and Growth plc 103

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

NOTICE IS HEREBY GIVEN that the Annual General Meeting of abrdn Diversified Income and Growth plc (the "Company")

will be held at 10.00 am on 26 February 2025 at 18 Bishops Square, E1 6EG, for the following purposes:

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. To receive the Directors' Report, the Auditors’ Report and the audited financial statements for the year ended

30 September 2024.

2. To receive and adopt the Directors' Remuneration Report (other than the Directors' Remuneration Policy) for the

year ended 30 September 2024.

3. To approve the Company’s dividend policy to continue to pay interim dividends.

4. To re-elect Alistair Mackintosh as a Director of the Company.*

5. To re-elect Trevor Bradley as a Director of the Company.*

6. To re-elect Tom Challenor as a Director of the Company.*

7. To re-elect Davina Walter as a Director of the Company.*

8. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of the

Annual General Meeting of the Company until the conclusion of the next annual general meeting at which financial

statements and reports are laid before the Company.

9. To authorise the Directors to fix the remuneration of the auditors.

To consider and, if thought fit, pass the following resolutions as special resolutions:

Authority to Make Market Purchases of Shares

10. That the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with

section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of fully paid

Ordinary shares on such terms and in such manner as the Directors from time to time determine, and to cancel or

hold in treasury such shares, provided always that:

a) the maximum number of shares hereby authorised to be purchased shall be an aggregate of 45,159,766

Ordinary shares or, if less, the number representing 14.99% of the Ordinary shares in issue (excluding shares

already held in treasury) as at the date of the passing of this resolution;

b) the minimum price which may be paid for a share shall be 1 pence;

c) the maximum price (exclusive of expenses) which may be paid for a share shall be the higher of (a) an amount

equal to 105% of the average of the middle market quotations for a share taken from, and calculated by

reference to, the Daily Official List of the London Stock Exchange for the five business days immediately

preceding the day on which the share is purchased; and (b) the higher of the price of the last independent trade

and the highest current independent bid at the time the purchase is carried out;

d) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the

Company or on 31 March 2026, whichever is earlier, unless such authority is previously revoked, varied or

renewed prior to such time; and

e) the Company may make a contract or contracts to purchase shares under the authority hereby conferred prior

to the expiry of such authority and may make a purchase of shares pursuant to any such contract or contracts

notwithstanding such expiry above.

Notice of Annual General Meetin

104 abrdn Diversified Income and Growth plc

Authority to Call General Meetings on not less than 14 Clear Days’ Notice

11. That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice.

*The biographies of the Directors offering themselves for re-election may be found on pages 34 and 35.

By order of the Board

abrdn Holdings Limited

Company Secretary

20 January 2025

Registered Office

1 George Street

Edinburgh EH2 2LL

Notes

(1) Only those Shareholders registered in the Register at close of business on 24 February 2025 shall be entitled to attend and/or vote

at the Annual General Meeting in respect of the number of shares registered in their name at that time (the "specified time"). If the

Annual General Meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original Meeting,

that time will also apply for the purpose of determining the entitlement of shareholders to attend and/or vote at the adjourned

meeting. If the Annual General Meeting is adjourned for a longer period, the time by which a person must be entered on the

Register in order to have the right to attend and/or vote at the adjourned meeting is close of business two days (excluding non-

working days) prior to the time of the adjourned meeting. Changes to entries on the Register after the relevant deadline shall be

disregarded in determining the rights of any person to attend and/or vote at the Annual General Meeting.

(2) Holders of Ordinary shares are entitled to attend and vote at the Annual General Meeting or any adjournment thereof. If you wish

to attend, there will be a members’ register to sign on arrival.

(3) As at 20 January 2025 (being the latest practicable day prior to the date of approval of this Report) the Company's issued share

capital consisted of 301,265,952 Ordinary shares with voting rights and 22,485,854 Ordinary shares in treasury. Each Ordinary

share carries the right to one vote at general meetings. Therefore the total voting rights in the Company at 20 January 2025 were

301,265,952.

(4) A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend,

speak and vote instead of him or her, provided that if two or more proxies are appointed, each proxy must be appointed to

exercise the rights attaching to different shares. A Form of Proxy is enclosed with this Notice. A proxy need not be a Shareholder of

the Company. Completion and return of the Form of Proxy will not preclude Shareholders from attending or voting at the Annual

General Meeting, if they so wish. Details of how to appoint the Chairman of the Annual General Meeting or another person as your

proxy using the Form of Proxy are set out in the notes to the Form of Proxy. If you wish your proxy to speak on your behalf at the

Annual General Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly

to the proxy. In the event that a Form of Proxy is returned without an indication as to how the proxy shall vote on the resolutions, the

proxy will exercise his or her discretion as to whether, and if so how, he or she votes.

(5) To be valid, the Form of Proxy, together with the power of attorney or other authority, if any, under which it is executed (or a

notarially certified copy of such power or authority) must be deposited with the Company's Registrar, for this purpose being

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event not

later than 48 hours (excluding non-working days) before the time fixed for the Annual General Meeting. If you have any queries

relating to the completion of the Form of Proxy, please contact Computershare Investor Services on 0330 303 1184 (lines are open

8.30am to 5.30 p.m. Monday to Friday, excluding public holidays). Computershare Investor Services PLC cannot provide advice on

the merits of the business to be considered nor give any financial, legal or tax advice. Alternatively, if the Shareholder hold

s his or

her shares in uncertificated form (i.e. in CREST) they may vote using the CREST System (see note (10) below).

Notice of Annual General Meetin

Continued

abrdn Diversified Income and Growth plc 105

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

(6) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of

the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in

respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid

shall have been received by the Company at its registered office or the address specified in note (5) above before the

commencement of the Annual General Meeting or adjourned meeting at which the proxy is used. Where there are joint holders of

any share, any one of such persons may vote at any Meeting, and if more than one of such persons is present at any meeting

personally or by proxy, the vote of the senior holder who tenders the vote shall be accepted to the exclusion of the votes of other

joint holders and, for this purpose, seniority will be determined by the order in which the names stand in the Register.

(7) Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy

information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was

nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a

Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement,

have a right to give instructions to the Shareholder as to the exercise of voting rights. Nominated Persons should also remember

that their main point of contact in terms of their investment in the Company remains the Shareholder who nominated the

Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their

behalf). Nominated Persons should continue to contact that Shareholder, custodian or broker (and not the Company) regarding

any changes or queries relating to the Nominated Person's personal details and interests in the Company (including any

administrative matter). The statement of the rights of Shareholders in relation to the appointment of proxies in notes (4) to (7)

does not apply to Nominated Persons. The rights described in these notes can only be exercised by Shareholders of the Company.

(8) Any corporation which is a Shareholder may authorise such person as it thinks fit to act as its representative at the Annual General

Meeting. Any person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers

(other than to appoint a proxy) as that corporation could exercise if it were an individual Shareholder (provided, in the case of

multiple corporate representatives of the same corporate Shareholder, they are appointed in respect of different shares owned

by the corporate Shareholder or, if they are appointed in respect of the same shares, they vote the shares in the same way). To be

able to attend and vote at the Annual General Meeting, corporate representatives will be required to produce prior to their entry to

the Annual General Meeting evidence satisfactory to the Company of their appointment.

(9) To allow effective constitution of the Annual General Meeting, if it is apparent to the Chairman that no Shareholders will be present

in person or by proxy, other than by proxy in the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in

his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.

(10) Notes on CREST Voting. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy

appointment service may do so by utilising the procedures described in the CREST Manual, which is available to download from

the Euroclear UK & Ireland (“Euroclear”) website (euroclear.com/CREST). CREST personal members or other CREST sponsored

members, and those CREST members who have appointed voting service provider(s) should contact their CREST sponsor or

voting service provider(s) who will be able to take the appropriate action on their behalf.

a. In order for a proxy appointment or instruction made using the CREST system 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. To appoint a proxy or to give or amend an

instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent

3RA50 by 10.00 am on 24 February 2025. 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 issuer's agent is able to retrieve

the message.

b. 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 CREST sponsored member or has appointed a voting service provider(s),

to procure that his CREST sponsor or voting service provider(s) takes(s)) such action as shall be necessary to ensure that a

message is transmitted by means of the CREST system by a particular time. For further information on CREST procedures,

limitations and system timings please refer to the CREST Manual.

c. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of

the Uncertificated Securities Regulations 2001. In any case, a proxy form must be received by the Company's Registrar no

later than 10.00 am on 24 February 2025.

106 abrdn Diversified Income and Growth plc

(11) The attendance at the Annual General Meeting of Shareholders and their proxies and representatives is understood by the

Company to confirm their agreement to receive any communications made at the Annual General Meeting.

(12) Shareholders are advised that unless otherwise provided, the telephone numbers and website addresses which may be set out in

this Notice or the Form of Proxy/Form of Direction are not to be used for the purpose of serving information or documents on the

Company including the service of information or documents relating to proceedings at the Annual General Meeting. If the

Chairman, as a result of any proxy appointments, is given discretion as to how the votes the subject of those proxies are cast and

the voting rights in respect of those discretionary proxies, when added to the interests in the Company’s shares already held by the

Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure

Guidance and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial

Conduct Authority. As a result any person holding 3% or more of the voting rights in the Company who grants the Chairman a

discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the

Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the Financial

Conduct Authority.

(13) In accordance with Section 311A of the Companies Act 2006, the contents of this notice of Meeting, details of the total number of

shares in respect of which members are entitled to exercise voting rights at the Annual General Meeting and, if applicable, any

members' statements, members' resolutions or members' matters of business received by the Company after the date of this

notice will be available on the Company's website, abrdndiversified.co.uk.

(14) Pursuant to Section 319A of the Companies Act 2006, the Company must cause to be answered at the Annual General Meeting

any question relating to the business being dealt with at the Annual General Meeting which is put by a Shareholder attending the

Annual General Meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the

good order of the Annual General Meeting that the question be answered or if to do so would involve the disclosure of

confidential information.

(15) Shareholders should note that it is possible that, pursuant to requests made by Shareholders of the Company under section 527 of

the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (a)

the audit of the Company's financial statements (including the auditors’ report and the conduct of the audit) that are to be laid out

before the Annual General Meeting; or (b) any circumstance connected with auditors of the Company ceasing to hold office since

the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006,

that the shareholders propose to raise at the Annual General Meeting. The Company may not require the Shareholders requesting

any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the

Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the

statement to the Company's auditors not later that the time when it makes the statement available on the website. The business

which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under

section 527 of the Companies Act 2006 to publish on the website.

(16) The "Vote Withheld" option on the Form of Proxy is provided to enable a member to abstain on any particular resolution. It should

be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against"

a particular resolution.

(17) Physical attendance at the Annual General Meeting may not be possible. If the law, Government guidance or terms and conditions

stipulated by the venue for the Annual General Meeting so requires at the time of the meeting, the Chairman will limit, in his or her

sole discretion, the number of individuals in physical attendance at the meeting. Notwithstanding this, the Company may still

impose entry restrictions on certain persons wishing to attend the meeting in order to ensure the health and safety of those

attending. In such circumstances, physical attendance may be limited to two persons as the minimum number required to form

a quorum.

The Company strongly encourages Shareholders to appoint the Chairman as their proxy to ensure their votes are registered.

Instructions for submitting a proxy are contained in Notes (4) to (7) above.

Shareholders are also encouraged to submit any questions in advance of the Annual General Meeting by email to:

diversified.income@abrdn.com

Notice of Annual General Meetin

Continued

abrdn Diversified Income and Growth plc 107

Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements

Further to Part 5 of the Circular to shareholders published on 17 June 2024 (the “Circular”), the following sets out the

apportionment ratio in relation to the B shares, further to the capital distribution to shareholders on 10 July 2024. The

Circular may be found on the Company’s website.

For the purposes of United Kingdom taxation of capital gains and corporation tax on chargeable gains (“Capital Gains

Tax”), the issue of B Shares constitutes a reorganisation of the share capital of the Company. Accordingly, the B Shares

are treated as the same asset as a shareholder’s holding of existing Ordinary shares, and as having been acquired at the

same time as a shareholder’s holding of existing Ordinary shares was acquired. A shareholder’s combined holding of

Ordinary shares and B shares has the same aggregate base cost as the shareholder’s holding of Ordinary shares

immediately before the issue of B shares. The aggregate base cost should be apportioned between B shares and the

Ordinary shares held by a shareholder by reference to the market values of the Ordinary shares and the B shares on the

first day of trading after the issue of B shares.

Due to the terms on which the B Shares were issued and subsequently redeemed, and as they were unlisted and non-

transferable, their market value has been assessed, below, as equal to their nominal value of one pence on 5 July 2024.

The market value of the Ordinary shares is calculated with reference to their market value on the first day of trading

after the issue of the B shares, which is considered to be 5 July 2024.

Accordingly, the aggregate base cost of the Ordinary shares which should be apportioned against the B Shares

redemption proceeds, received by shareholders on 10 July 2024, is 45.79%, calculated as follows:

Class of share

Market value on first

day of trading

(pence per share)

Relevant ratio used for

the issue of B Shares

Relevant value

(pence per share) Relevant percentage

Ordinary share* 45.1 21 947.1 54.21%

B Share 1 800 800 45.79%

* The lower of the two prices for an Ordinary share shown in the London Stock Exchange Daily Official List for 5 July 2024 as the closing price for an Ordinary share on that day

plus one-half of the difference between those two figures in accordance with SI 2015/616.

United Kingdom taxation

The information above does not constitute tax advice and is intended only as a guide to United Kingdom law and HMRC

published practice (which are both subject to change at any time, possibly with retrospective effect) in June 2024. It

relates only to certain limited aspects of the United Kingdom taxation treatment of shareholders and is intended to apply

only to shareholders who are resident in the United Kingdom for United Kingdom tax purposes and who are, and were

the absolute beneficial owners of their Ordinary shares and B Shares and who hold, or held, them as investments (and

not as securities to be realised in the course of a trade) other than under an ISA. The information above may not apply to

certain shareholders, such as, but not limited to, dealers in securities, insurance companies, collective investment

schemes and shareholders who are exempt from taxation. The position may be different for future transactions.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United

Kingdom should consult an appropriate professional adviser.

Apportionment Ratio for B shares

108 abrdn Diversified Income and Growth plc

abrdn Diversified Income and Growth plc 109

Directors

Davina Walter (Chairman)

Tom Challenor (Senior Independent Director and Audit

Committee Chairman)

Trevor Bradley

Alistair Mackintosh

Company Secretary

abrdn Holdings Limited

Registered Office

1 George Street

Edinburgh EH2 2LL

Registered in Scotland under Company Number

SC003721

Website

abrdndiversified.co.uk

Points of Contact

The Chairman or Company Secretary at the

Registered Office of the Company

Email: diversified.income@abrdn.com

Twitter: @abrdnTrusts

LinkedIn: abrdn Investment Trusts

abrdn Social Media accounts

X (formerly Twitter) @abrdnTrusts

LinkedIn: abrdn Investment Trusts

United States Internal Revenue Service

FATCA Registration Number (“GIIN”)

E3M4K6.99999.SL.826

Legal Entity Identifier Number (“LEI”)

2138003QINEGCHYGW702

Alternative Investment Fund Manager

abrdn Fund Managers Limited

280 Bishopsgate

London EC2M 4AG

Authorised and regulated by the Financial

Conduct Authority

Investment Manager

abrdn Investments Limited

1 George Street

Edinburgh EH2 2LL

Authorised and regulated by the Financial

Conduct Authority

Registrar (for direct shareholders)

Computershare Investor Services PLC operates a secure

online website where shareholdings can be managed

quickly and easily, including changing address or

arranging to pay dividends directly into a bank account or

receive electronic communications:

investorcentre.co.uk

Alternatively, please contact the registrar:

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

E-mail is available via the above website

Telephone: 0330 303 1184

(UK calls cost 10p per minute plus network extras)

Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday,

excluding public holidays

Depositary

The Bank of New York Mellon (International) Limited

1 Canada Square

London E14 5AL

Independent Auditors

PricewaterhouseCoopers LLP

144 Morrison Street

Edinburgh EH3 8EB

Solicitors

Dickson Minto W.S.

Stockbrokers

Stifel Nicolaus Europe Limited

Contact Addresses

abrdndiversified.co.uk

abrdn Diversified Income

and Growth plc

Annual Report 30 September 2024

For more information visit abrdndiversified.co.uk

abrdn.com