Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Pacific Assets Trust plc
Annual Report for the year ended 31 January 2026
Contents
Strategic Report
1 Financial Highlights
2 Company Performance
4 Chair’s Statement
6 Investment Portfolio
10 Portfolio Manager’s Review
14 Sustainability and ESG
16 Business Review
Governance
28 Board of Directors
30 Corporate Governance
39 Report of the Directors
44 Statement of Directors’ Responsibilities
46 Audit Committee Report
51 Directors’ Remuneration Report
54 Independent Auditor’s Report
Financial Statements
61 Income Statement
62 Statement of Changes in Equity
63 Statement of Financial Position
64 Notes to the Financial Statements
Further Information
75 Glossary of Terms and Alternative Performance
Measures (unaudited)
77 Sustainable Finance Disclosure Regulation
(“SFDR”) Report (unaudited)
90 Shareholder Information
91 How to Invest
92 Notice of the Annual General Meeting
97 Explanatory Notes to the Resolutions
99 Company Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
1
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
1
Source: Frostrow Capital LLP
* Source: Morningstar
^ Alternative Performance Measure (See Glossary beginning on page 75).
Net Asset Value Per Share Total Return for the Five Years to 31 January 2026
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Rebased to 100 as at 31 January 2021
Financial
Highlights
11.4%
Average discount of share price
to net asset value per share
during the year*^
(2025: 11.5%)
5.1%
Share price total return*^
(2025: 3.7%)
0.0%
Net asset value per share total
return*^
(2025: 9.7%)
1.1%
Ongoing charges
1
^
(2025: 1.1%)
28.6%
MSCI All Country Asia ex Japan
Index (total return, sterling
adjusted)*
(2025: 22.3%)
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
2
Performance Summary
As at As at
31 January 31 January
2026 2025
Shareholders’ funds £470.8m £503.4m
Market capitalisation £423.9m £431.7m
One year to One year to
31 January 31 January
Performance 2026 2025
Net asset value per share total return
1
2
0.0% 9.7%
Share price total return
1 2
5.1% 3.7%
MSCI All Country Asia ex Japan Index (total return, sterling adjusted)
1
28.6% 22.3%
Average discount of share price to net asset value per share
1 2
11.4% 11.5%
Ongoing charges
2
1.1% 1.1%
Revenue return per share
3
5.6p 5.4p
Dividend per share 5.7p 4.9p
1
Source: Morningstar
2
Alternative Performance Measure (see Glossary beginning on page 75).
3
See Glossary beginning on page 75.
Total Return since 30 June 2010
(the date of appointment of First Sentier Investors as the Portfolio Manager)
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Company
Performance
Source: Morningstar
Rebased to 100 as at 30 June 2010
The Company’s investment portfolio has been managed by First Sentier Investors (UK) IM Limited (“FSI”) since
1 July 2010. Stewart Investors, a semi-autonomous investment team within FSI, managed the portfolio until
14 November 2025. On 12 November 2025, First Sentier Group announced the closure of the
Stewart Investors business and the transition of their investment management responsibilities to
FSSA Investment Managers, another semi-autonomous investment team within FSI.
3
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Five Year Record – Dividend and Costs
Five Year Record - Net Asset Value Per Share, Share Price and Discount
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Source: Morningstar. Data for Pacific Assets Trust plc as at 31 January.
Source: Frostrow Capital LLP. Data for Pacific Assets Trust plc as at 31 January.
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
4
Strategic Report
4
Introduction and
Results
The Company’s NAV total return
for the year ended 31 January
2026 was 0.0%, significantly
lagging the 28.6% rise in the
MSCI AC Asia ex Japan Index
(total return, sterling adjusted). This disappointing
outcome places the Company at the bottom of its peer
group over most longer time periods and remains a
central concern for the Board.
The past year has been a difficult one for the Company.
In August, Stewart Investors announced the resignation
of David Gait and two other senior portfolio managers
from the investment team. In October, the Board
announced three strategic initiatives benefitting the
Company’s shareholders which comprised a reduction
in the portfolio management fee, the introduction of a
performance-related tender offer for up to 25% of the
Company’s issued share capital and a reinforced
commitment to buying back shares to help reduce the
discount to net asset value (“NAV”) at which the
Company’s shares trade.
In November, First Sentier Group informed the Board
of its decision to close the Stewart Investors business,
with portfolio management responsibilities transitioning
to its affiliate investment team, FSSA Investment
Managers (“FSSA”). Although both teams share a similar
investment philosophy and approach, the Board
concluded that such a material change warranted a
broader reassessment of the Company’s future. After
consulting major shareholders, the Board launched a
strategic review on 11 December 2025 to evaluate the
full range of options for the Company’s future, including
proposals from alternative investment managers (FSSA
among them) and potential combination candidates.
As the transition to FSSA occurred only in the final
months of the financial year, their ability to reposition
the portfolio was necessarily limited. In light of the
ongoing strategic review, the Board also instructed FSSA
to restrict portfolio turnover to a maximum of 20%. With
only modest scope for adjustments, the Portfolio
Manager has made incremental reallocations, adding
selectively to Chinese and Southeast Asian holdings and
reducing certain cyclical exposures in India.
Economic and market conditions across the region were
uneven. China saw a modest uplift due to selective
policy support, yet structural challenges in the property
market, local government finances and consumer
sentiment persisted. India continued to grow at one of
the fastest rates globally, supported by resilient
domestic demand, but equity valuations in several
sectors normalised after a prolonged period of
outperformance. Meanwhile, Taiwan and South Korea
benefited disproportionately from a surge in demand
for advanced semiconductors and AI related hardware,
resulting in one of the most concentrated market rallies
in recent years. In this environment where performance
was dominated by a narrow group of technology led
markets, quality companies across India and Southeast
Asia (core areas of the portfolio) were largely
overlooked despite solid fundamentals.
Despite these challenging conditions, FSSA continued
to identify compelling bottom up opportunities across
China, India, Indonesia, the Philippines and Taiwan. The
limited adjustments undertaken during the transition
emphasised companies with stronger cash generation
and more durable long term growth prospects and have
increased the liquidity of the portfolio.
While the investment strategy has historically
demonstrated resilience in more volatile or falling
markets, as seen in 2023, it has struggled during the
sharply rising conditions of the past two years.
Chair’s
Statement
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
5
Strategic Report
The Board recognises that the Company’s longer term
performance record has deteriorated relative to its
peers and understands that shareholders expect
meaningful improvement. The aim of the strategic
review, therefore, is to identify the course of action
that will best serve shareholders over the long term.
Strategic Review
As mentioned above, in December your Board initiated
a strategic review of the future of the Company. The
Board has considered a range of possible options
including retaining the existing manager, appointing a
new external, third-party manager and entering into a
combination with another investment trust. The Board
was pleased that the Company received interest from a
large number of high-quality management groups,
including FSSA, which have been evaluated by the
Board with the assistance of the corporate stockbroker,
Investec Bank plc. The review is nearing completion
and the Board expects to make an announcement
within the next few weeks.
The Board wishes to acknowledge both the
professionalism of the outgoing team at Stewart
Investors and the constructive engagement of FSSA
during a period of considerable operational and
market complexity.
Share price performance
The Company’s share price total return for the year was
5.1%, benefitting from the share price discount
narrowing relative to the NAV total return. The shares
traded at an average discount of 11.4% (2025: 11.5%),
and the Company repurchased 6.3 million shares over
the year, at a cost of £22.5 million, and at an average
discount of 11.8%. Buybacks were paused once the
strategic review was announced, but increased interest
from certain investors has provided some natural
discount management since that time.
The Sales, Marketing and Communications Committee
made good progress on planned marketing initiatives;
however, much of the activity has been necessarily
deferred pending the outcome of the strategic review.
Dividend
The Company generated a revenue return of 5.6p per
share during the year (2025: 5.4p per share) and, as a
result, the Board recommends to shareholders the
payment of a final dividend to ensure the Company
complies with the investment trust rules regarding
distributable income.
Subject to shareholder approval at the AGM, a final
dividend of 5.7p per share will be paid on 10 July 2026
to shareholders on the register on 12 June 2026. The
associated ex-dividend date will be 11 June 2026.
The Board
Having served on the Board for just over nine years
now, Robert Talbut intended to retire from the Board at
the AGM in July. However, at the Board’s request,
Robert has agreed to remain on the Board until the
outcome of the strategic review has been implemented,
to ensure continuity and stability during the process.
The Board is grateful for his commitment and support.
The Annual General Meeting
As noted above, the Board shortly expects to announce
the conclusion of its strategic review and looks forward
to discussing the outcome with shareholders over the
coming weeks and months. One such opportunity will
be at our annual general meeting (“AGM”) to be held at
10.30am on Tuesday, 7 July 2026, at Dashwood House,
69 Old Broad St, London EC2M 1QS.
The Board strongly encourages shareholders to register
their proxy voting instructions online in advance of the
AGM (information on how to vote can be found on
page 90). Registering your proxy voting instructions in
advance will not restrict shareholders from attending
and voting at the meeting in person should they wish to
do so. The Board recommends that shareholders vote
in favour of all the resolutions set out in the Notice of
AGM, beginning on page 92, as each of the directors
intends to do in respect of their own holdings.
Outlook
Overall, Asia remains well positioned over the long run,
supported by favourable demographics, the continued
expansion of the region’s digital economy, and
increasing participation in global technology and
innovation supply chains. However, the near term
environment is likely to be characterised by greater
dispersion of returns across markets and sectors,
reinforcing the importance for investors of selectivity,
discipline and attention to underlying fundamentals.
FSSA provide further comment in their report
beginning on page 10.
Andrew Impey
Chair
30 April 2026
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
6
%
Value Total
Company Country Sector £’000 Assets
Samsung Electronics South Korea Information Technology 31,512 6.7%
Oversea-Chinese Banking Corp Singapore Financials 17,734 3.8%
Airtac International Taiwan Industrials 16,156 3.4%
Taiwan Semiconductor Manufacturing Taiwan Information Technology 15,701 3.3%
Jardine Matheson Hong Kong Industrials 14,658 3.1%
Alibaba China Consumer Discretionary 14,479 3.1%
Hoya Japan Health Care 14,166 3.0%
DFI Retail Hong Kong Consumer Staples 13,991 3.0%
Tencent China Communication Services 11,486 2.4%
Kotak Mahindra Bank India Financials 11,474 2.4%
Top 10 Investments 161,357 34.2%
Shenzhen Inovance Technology China Industrials 11,410 2.4%
Techtronic Industries Hong Kong Industrials 11,144 2.3%
Mahindra & Mahindra India Consumer Discretionary 10,976 2.3%
Midea China Consumer Discretionary 10,421 2.2%
AIA Hong Kong Financials 10,282 2.2%
Ayala Philippines Industrials 10,270 2.2%
Voltronic Power Technology Taiwan Industrials 10,118 2.1%
Sheng Siong Singapore Consumer Staples 9,893 2.1%
Bank OCBC Nisp Indonesia Financials 9,328 2.0%
Trip.com China Consumer Discretionary 9,113 1.9%
Top 20 Investments 264,312 55.9%
Tube Investments of India India Consumer Discretionary 8,846 1.9%
Elgi Equipments India Industrials 8,704 1.8%
Philippine Seven Philippines Consumer Staples 8,351 1.8%
Cholamandalam Financial India Financials 8,184 1.7%
Dongguan Yiheda Automation China Industrials 7,991 1.7%
Shanthi Gears India Industrials 7,920 1.7%
Mani Japan Health Care 7,447 1.6%
Sundaram Finance India Financials 7,435 1.6%
SF Holding China Industrials 7,397 1.6%
Triveni Turbine India Industrials 7,255 1.5%
Top 30 Investments 343,842 72.8%
Investment
Portfolio
as at 31 January 2026
7
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
%
Value Total
Company Country Sector £’000 Assets
HDFC Bank India Financials 6,425 1.4%
ViTrox Corp Malaysia Information Technology 6,352 1.3%
Delta Electronics Taiwan Information Technology 6,044 1.3%
Bajaj Auto India Consumer Discretionary 6,031 1.3%
Kasikornbank Thailand Financials 5,879 1.2%
MediaTek Taiwan Information Technology 5,828 1.2%
Chroma ATE Taiwan Information Technology 5,589 1.2%
Tech Mahindra India Information Technology 5,357 1.1%
Glodon China Information Technology 5,032 1.1%
Marico India Consumer Staples 4,924 1.0%
Top 40 Investments 401,303 84.9%
Shenzhen Mindray Bio-Medical
Electronics China Health Care 4,682 1.0%
CG Power & Industrial Solutions India Industrials 4,605 1.0%
Centre Testing International China Industrials 4,578 1.0%
Aavas Financiers Ltd India Financials 4,366 0.9%
Bank Central Asia Indonesia Financials 4,270 0.9%
Info Edge India India Communication Services 4,151 0.9%
Selamat Sempurna Indonesia Consumer Discretionary 3,968 0.8%
Sea Singapore Consumer Discretionary 3,844 0.8%
Godrej Consumer Products India Consumer Staples 3,842 0.8%
Vitasoy International Hong Kong Consumer Staples 3,752 0.8%
Top 50 Investments 443,361 93.8%
SM Investments Philippines Industrials 3,648 0.8%
Humanica Thailand Industrials 3,141 0.7%
BDO Unibank Philippines Financials 2,967 0.6%
Silergy Taiwan Information Technology 2,780 0.6%
Bajaj Holdings & Investment India Financials 2,666 0.6%
Bank of the Philippine Islands Philippines Financials 2,450 0.5%
SF Holding China Industrials 2,420 0.5%
FPT Vietnam Information Technology 2,403 0.5%
Yifeng Pharmacy Chain China Consumer Staples 2,027 0.4%
Kalbe Farma Indonesia Health Care 2,019 0.4%
Marico Bangladesh Bangladesh Consumer Staples 1,900 0.4%
Tarsons Products India Health Care 771 0.2%
Total Investments 472,553 100.0%
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
8
Portfolio Distribution
Geographical Analysis
Geographic Exposure as at 31 January 2026
0
5
10
15
20
25
30
35
40
45
India TaiwanChina IndonesiaSouth
Korea
SingaporeHong
Kong
JapanPhilippines Thailand Malaysia Vietnam Bangladesh Liquidity
31 January 2026 – Pacific Assets Trust 31 January 2026 – MSCI AC Asia ex Japan Index
31 January 2025 – Pacific Assets Trust
%
Source: Frostrow Capital LLP
Sector Analysis
Sector Exposure as at 31 January 2026
Consumer
Discretionary
Information
Technology
Industrials Financials Consumer
Staples
Health
Care
Communication
Services
Materials Energy Real Estate UtilitiesLiquidity
31 January 2026 – Pacific Assets Trust 31 January 2026 – MSCI AC Asia ex Japan Index
31 January 2025 – Pacific Assets Trust
0
5
10
15
20
25
30
Source: Frostrow Capital LLP
Investment Portfolio continued
9
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
10
Portfolio
Manager’s
Review
In November 2025, First Sentier Group (“FSG”)
announced a strategic transition of Stewart Investors’
(“SI”) investment management responsibilities to its
affiliate investment team, FSSA Investment Managers
(“FSSA”). FSSA have managed the Company’s portfolio
since 14 November 2025.
Over the year to 31 January 2026, the net asset value
total return of the Company was 0.0%. The MSCI AC
Asia ex-Japan Index, measured on a net, total return,
sterling adjusted basis (the “Index”) rallied, returning
28.6% over the same period. Part of the
underperformance stems from the Company’s
positioning in India, as holdings which are good quality
but expensive were derated. However, we believe there
are still good opportunities for active managers to add
value with a disciplined, research-driven approach.
Although India has been out of favour, we remain
excited about the long-term investment opportunities
in this market, with growth being underpinned by
growing levels of urbanisation, favourable
demographics, rising middle class consumption and a
strong digital infrastructure push.
Another reason for the relative underperformance was
the level of market concentration in a few stocks and
themes – around two-thirds of the total return of the
Index was driven by technology and Artificial
Intelligence (“AI”)-related companies. Outside of these
sectors, many high-quality businesses – particularly in
Southeast Asia, India and China’s traditional sectors
– have not performed despite solid earnings growth,
improving governance and attractive valuations.
In particular, Korean and Taiwanese chipmakers have
seen valuations expand rapidly on the future promise of
AI. Taiwan Semiconductor Manufacturing (“TSMC”),
Samsung Electronics, and SK Hynix – all related to the
AI theme – now comprise almost a quarter of the
Index’s weight. On a country level, TSMC now
commands a staggering 59% of MSCI Taiwan, up from
24% at the end of 2015. Samsung Electronics and SK
Hynix together represent more than 50% of MSCI
Korea, compared to just 23% a decade ago.
1
This
underscores the outsized role of a handful of firms in
shaping regional returns.
With everything seemingly about AI, we believe it is
critical to remain disciplined in our investment
approach and focused on quality. Momentum phases
tend to favour companies with eye-catching narratives
rather than those with solid balance sheets or
dependable earnings. Yet far from weakening the case
for quality investing, such episodes strengthen it.
Global research
2
shows that high-quality companies are
consistently underpriced, as the market routinely
underestimates their future returns. Low-quality
companies are consistently overpriced, as over-
optimistic analysts generate larger forecast errors.
Crucially, the mispricing of quality is not random. The
research identifies a “price of quality” that fluctuates
over time. It is typically lowest during speculative
booms – such as the late 1990s technology surge or the
run up to the financial crisis – when investors place less
emphasis on fundamental strength and more on market
narratives.
When the price of quality becomes unusually
compressed, subsequent returns from quality strategies
tend to rise. In effect, weak periods for quality often lay
the groundwork for future outperformance.
The recurring lesson from more than half a century of
data is that quality investing succeeds not because
markets are always rational, but because they
frequently are not. Periods in which quality appears to
lag – particularly when speculative assets dominate the
headlines – are often the prelude to its strongest
returns.
Positioning for growth
opportunities across Asia
As benchmark-agnostic investors, we pay little
attention to index compositions or returns. We focus
1
Source; FactSet, as at 30 January 2026
2
Clifford S. Asness, Andrea Frazzini & Lasse Heje Pedersen (2018), Quality minus junk, Review of Accounting Studies (2019), 24:34-112
11
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
instead on generating absolute returns for our clients in
the long run. Our track record, when viewed through
the lens of the market environment, shows that our
portfolios tend to perform better in “normal” markets
(-15% to +15% 1-year rolling returns) and bear markets
(more than 15% decline), than in steeply rising markets
(defined as over 15% 1-year rolling returns).
Through our bottom-up research, we own dominant
industry leaders that have exposure to AI like TSMC
and Tencent, but we remain sceptical about many
expensive and cyclical AI-related companies in Asia.
Beyond technology, we have positioned the portfolio to
tap into the long-term growth opportunities across
Asia. One example is Bank of the Philippine Islands
(“BPI”), the second largest bank in the Philippines with
roughly 15% market share in loans and 13% in deposits.
BPI operates with one of the leanest cost structures in
the Philippine banking sector, supported by its scale,
automation and relatively higher productivity per
branch. It is majority-owned by Ayala Corporation, one
of the Philippines’ most established and influential
business groups. As a result, it has many of Ayala’s
associated qualities: a strong governance framework, a
measured growth strategy and operational
professionalism.
Although Southeast Asia appears to be unloved by
investors, we believe the opportunity here is sizeable.
The Philippines is one of the most under-penetrated
banking markets in Asia relative to its economic size
and demographics. With a population of ~114 million
and a GDP of US$505 billion, it is among Southeast
Asia’s larger economies, yet its household credit-to-
GDP remains closer to frontier market levels. We
believe BPI should compound earnings steadily in the
years to come.
We have also been significant and constructive
shareholders of various Jardine Matheson (“JM”) group
companies. The Hong Kong-based group has sprawling
business interests across Asia, including real estate,
supermarkets, hotels and automotives. JM has been
reinventing itself and we expect changes to accelerate
in the coming years.
The new externally appointed CEOs at subsidiary
companies DFI, Mandarin Oriental and Hongkong Land
have begun to focus on the most attractive parts of
their businesses, while exiting non-core ventures to
improve returns on invested capital and return cash to
shareholders where appropriate. Improving total
shareholder return is the new mantra for the group.
More needs to be done to shift the group back towards
a growth pathway, but we expect changes to accelerate
in the coming years. Lincoln Pan has joined as JM’s
CEO, taking over from John Witt who retired from the
company. Pan joins from private equity group PAG and
is the first external taipan at the group. This is
significant and an indication of the changing culture at
the group.
In India, there have been few opportunities on a
bottom-up basis over the past couple of years, as
valuations across the board were quite expensive.
However, as earnings have grown, valuations have
become more attractive, and we are beginning to find
more ideas at the margin. For instance, we own HDFC
Bank, a high-quality private bank. Over the long term, it
has been gaining share at the expense of state-owned
banks, but in recent times it has been derated on
concerns about near-term income pressure and slower
loans growth. We believe this is now behind us.
Contribution by investment for the year ended 31 January 2026
Top 10 contributors to and detractors from absolute performance (%)
-3.0 -2.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0
Samsung Electronics
Delta Electronics
DFI Retail
Chroma Ate
Sheng Siong
Alibaba
Oversea-Chinese Banking Corporaton
Airtac Internaঞonal
Taiwan Semiconductor
Manufacturing Company
Jardine Matheson
Aavas Financiers
CG Power & Industrial Soluঞons
Shanthi Gears
Ayala
Info Edge india
ELGI Equipments
Triveni Turbine
Philippine Seven
Tube Investments of India
Voltronic Power Technology
4.2
1.5
1.4
1.1
1.0
0.8
0.7
0.7
0.5
0.4
-0.4
-0.4
-0.3
-0.8
-0.5
-0.8
-0.8
-1.3
-1.3
-2.1
To p 10 Stocks
Boom 10 Stocks
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
12
At Kotak Mahindra Bank, we also note signs of
improvement across different areas of the business. It
has grown its savings accounts; credit costs have been
declining; and the cost/income ratio is showing signs of
improvement due to the bank’s investments into
digitisation and automation. For a business that should
continue to compound at a mid-teens rate, we believe
the current valuation makes the risk-reward look
attractive.
Contributors
The largest contributor to performance over the period
was Samsung Electronics, a leading manufacturer of
memory and semiconductor chips. In recent years,
Samsung’s foundry business has been a major point of
investor concern, which culminated in significant losses
in the first half of 2025. These losses were exacerbated
by one-time charges related to US export controls to
China. The company has since undertaken a strategic
shift from a “capacity-first” to a “customer-first” model,
which appears to be bearing fruit. The shares rose
during the quarter, as Samsung continued to benefit
from surging AI-related demand for its high-bandwidth
memory chips as well as tightness in traditional DRAM
(Dynamic Random Access Memory) demand-supply.
Strong results from US chipmaker Micron reinforced
expectations of a sustained memory upcycle into 2026.
With the turnaround in its foundry business and a
strong legacy memory business, we believe the
risk-reward looks favourable.
Delta Electronics, a leading power supply company in
Taiwan, was the second largest contributor to
performance. AI-related demand has been “very
strong”, as the trend of higher power intensity
continues. As the technology leader, Delta is
collaborating with clients to develop new products,
which provides a first-mover advantage whenever
there’s an upgrade. There are also discussions about
high voltage direct current (“HVDC”) power, which
should add incremental value (though it is hard to
quantify at this stage). On the other hand, due to strong
demand for AI, there are bottlenecks developing in
memory, grid power, chip-on-wafer-on-substrate
(“CoWoS”), water and skilled technicians. A slowdown
in AI growth could have a knock-on effect at Delta. We
have been reducing our position size due to rich
valuation and very high expectations.
The third largest contributor to performance was DFI
Retail, a leading pan-Asian retailing group with a
dominant market position across various segments,
including drug stores, supermarkets, convenience
stores, IKEA and Maxim’s (a joint venture catering and
restaurants business). After years of lacklustre
performance, DFI – and the broader Jardine group –
has redoubled efforts to grow the business, and to
improve operational efficiencies and returns on capital
while optimising capital allocation. Improving total
shareholder return is the new mantra for the group, and
there are now clear signs of improvement. We believe
margins could improve still further and lead to
underlying profit growth.
Detractors
Voltronic Power has had a challenging year and was the
largest detractor from returns. Around a third of its
uninterruptible power supply (“UPS”) sales goes to the
US and was subject to higher tariffs after “Liberation
Day”, while its inverter business – which has been hit
by weak demand and competition – appears to be
challenged. While the UPS business should normalise
sometime in the future, we assume lower growth for
the inverter business. On the other hand, given the
share price has halved over 2025 (from a high base), we
believe the current valuation seems attractive overall.
Tube Investments of India, an engineering group which
makes precision steel tubes for cars, bicycles and other
industrial purposes, was the second biggest detractor
due to sluggish business performance and rising
competition in the electric vehicle (“EV”) space. Despite
its early mover advantage, Tube has struggled to
maintain market share. It plans to arrest these
challenges by increasing the number of dealership
partners and entering new sub-segments in EV battery
packs. On a positive note, the core business is stable
with robust returns on capital employed, and it
generates healthy free cash flow which is being
invested in new businesses with high returns potential.
In this endeavour, we are backing the management,
particularly Vellayan Subbiah (executive chairman), who
has an exceptional track record and has created
tremendous value for shareholders.
The third largest detractor was Philippine Seven,
operator of 7-11 stores, which declined after reporting
weak earnings results. Same store sales growth has
been weak due to the exit of the Philippine offshore
gaming operators (“POGOs”), which were banned in
mid-2024. However, the group continues to expand its
lead in terms of store count, and its network is
increasingly extending beyond Metro Manila and into
harder-to-reach areas. It has also built an extensive
network of more than 20 distribution centres to cater
to company-owned and franchised stores across the
country. At current valuations we believe the risk-
reward looks compelling.
Significant transactions
Given the significant overlap in SI’s and FSSA’s
investment philosophy and portfolios, we know all the
holdings well. As part of the transition, we made a few
changes to tilt the portfolio towards companies with
stronger cash generation, higher returns and better
long-term growth prospects. In general, we are adding
to holdings in China, where we have found leading
businesses like Tencent, with strong moats and
attractive growth at reasonable valuations. We are
reducing exposure to India, mainly in cyclical businesses
like Tube Investments of India, where valuations are
Portfolio Manager’s Review continued
13
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
expensive, and Motilal Oswal, where we have lower
conviction as the growth outlook has deteriorated.
Below, we highlight a few of the key additions and
disposals since the transition to FSSA.
New investments
Tencent Holdings is the largest social media network
and online gaming company in China, with growing
businesses in online advertising, cloud services,
e-payments/e-commerce and overseas gaming. Tencent
has created an ecosystem of businesses which are
unrivalled and should continue growing over the
medium term. It has continued to develop new
functions within WeChat (such as Video Accounts and
Mini Shops), which should slowly improve monetisation
and enhance the quality of the franchise. At FSSA, we
have been shareholders of Tencent since 2005 and
have consistently found the management to be
effective long-term stewards of the business. In recent
times, we have been impressed by Tencent’s AI strategy
and its disciplined approach to technology investments,
which aligns with our conservative view on AI capex
spending.
Kotak Mahindra Bank (“KMB”) is one of India’s leading
financial services companies – it has consistently
improved the strength of its deposit franchise and
maintained better asset quality than peers through the
business cycle. While the founder, Uday Kotak, has
stepped down from his managing director/CEO role due
to the central bank’s limits on leadership terms, he
remains closely involved as a board director and should
ensure that the bank’s risk awareness and long-term
thinking is maintained. Meanwhile, the new CEO
(Ashok Vaswani) aspires to grow the business further
by focusing on consumer banking and digitisation. We
expect to see a growing trend of formalised financial
savings, benefiting KMB’s insurance, mutual funds and
asset management businesses.
Bank Central Asia (“BCA”) is a leading private bank in
Indonesia with 11% loan market share and 17% market
share in low-cost deposits (i.e. current accounts and
savings accounts, or “CASA”). We like the bank’s
conservative culture and solid management, backed by
a stable and long-term owner in the Hartono family.
BCA’s moat in transaction banking has created a large
pool of low-cost deposits for the bank which is hard to
replicate. BCA then lends sensibly to good borrowers
and earns a healthy return on equity (“ROE”), averaging
over 20% over the past 10 years. It has the lowest
credit loss ratio and lowest leverage amongst
Indonesian banks. In addition, BCA was early to invest
in digitisation in Indonesia, which has since accelerated
its customer acquisition. BCA remains very profitable,
and we believe it has the ability to compound book
value at high rates without taking on too much risk.
Low credit penetration and household debt in
Indonesia should provide a favourable backdrop for
continued growth.
Disposals
Naver, the South Korean technology platform, was sold
on strength to consolidate the portfolio into higher
conviction ideas. While the shares have bounced due to
excitement around Korea and AI, we believe the
business faces structural headwinds in terms of slowing
e-commerce growth, and we have been concerned
about their lack of financial discipline in the past.
Motilal Oswal Financial Services is a non-bank financial
company (“NBFC”) in India. We sold out of a lower
conviction holding to raise cash for better ideas
elsewhere.
Milkyway Intelligent Supply Chain is a chemical
materials logistics company in China. We sold out of the
position on concerns about leverage and poor cash
generation.
Looking forward
We are optimistic on the outlook for the Asia Pacific
region, with several signs pointing to a sustained period
of Asian equity outperformance. With a rising share of
global GDP growth, Asia should continue to benefit
from the shift towards higher value services-led
growth, digital transformation and the ongoing
financialisation across the region. Valuations look
attractive in comparison to developed markets like the
US, while low ownership of Asian equities in global
portfolios provides a good backdrop for absolute
returns as global liquidity flows eastwards.
As markets broaden out their focus from their narrow
focus on AI, we believe quality businesses owned in the
portfolio should do well. The Company’s holdings are
characterised by strong competitive advantages, and
they have historically managed to preserve margins and
profitability through the cycles. We are confident that
their strong fundamentals will translate into attractive
shareholder returns in the long run. Current portfolio
valuations, at 17x forward price-to-earnings, remain
attractive – as they have been over the last couple of
years, while the free cash flow yield of 5.3% is at a
historic high as companies are returning more cash to
shareholders. Looking forward, we expect earnings to
compound at a low-to-mid teens rate with circa 20%
average returns on equity, which looks attractive and
reasonable to us.
FSSA Investment Managers
Portfolio Manager
30 April 2026
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
The Company’s Environmental,
Social & Governance Policy
The Board believes that consideration of environmental,
social and governance issues within the Company’s
operations is of importance to shareholders and other
stakeholders, not least because long-term returns are
much more likely to be generated by companies that
have embedded corporate governance strengths, and
which respect the environment and the society in which
they operate. The Board believes that this investment
approach is readily applicable in the markets in Asia in
which the Company invests.
The Company delegates the management of the
portfolio to First Sentier Investors (UK) IM Limited.
During the year, the Company’s portfolio was managed
by the Stewart Investors investment team until
14 November 2025 when the decision was made by First
Sentier to transfer their responsibilities to FSSA
Investment Managers. FSSA have a similar approach to
integrating sustainability into portfolio construction and
investee company engagement. Accordingly, FSSA
have continued to manage the Company’s portfolio
with the sustainable investment objective of achieving
capital appreciation by investing in companies which
both contribute to, and benefit from, sustainable
development, achieving positive social and
environmental sustainable outcomes.
FSSA’s approach is described in the following section. As
part of this focus on sustainability, the Board expects
sustainability and ESG concerns to be a key topic of
engagement with investee companies. The Company
expects to maintain, through its Portfolio Manager, a
continuous constructive dialogue with the owners and
the managers of the companies where it owns shares.
Such a relationship is enhanced by the long-term nature
of the investment inherent in the Portfolio Manager’s
investment approach.
In the same way as the Board expects the Portfolio
Manager to challenge investee companies on their
sustainability and ESG credentials, the Board will also
assess the Company’s principal service providers. The
Board asks for assurances that a service provider has
taken the necessary steps to mitigate any material
negative environmental impact their operations might
have, to ensure that their internal governance is
compliant with expected high standards, and that they
strive to avoid negative social impacts resulting from
their activities.
Similarly, the Board itself strives to uphold the highest
ESG standards. The Board’s operations mainly consist of
governance-related matters, where it is important to the
Directors to be at the forefront of best practice.
A corporate governance report for the year, beginning
on page 30, forms part of this Annual Report.
A description of how the Directors have taken the
interests of key stakeholders into account in their
decision-making is included on pages 24 and 25.
As best practice, regulation and disclosure are constantly
evolving in this area both for the Company and for the
companies in which it invests, the Board regularly
discusses sustainability, including ESG policy and
practice, with the Portfolio Manager, encouraging where
possible further enhancements in both the policy and in
reporting to shareholders.
On behalf of the Board
Andrew Impey
Chair
30 April 2026
Sustainability
and ESG
14
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Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
FSSA Investment Manager’s
approach to sustainability
As long-term investors, the notion of sustainability is
fundamental to our company research. In our view,
sustainability analysis is simply the consideration of
investment issues beyond the immediate term. We have
been consistent in this view since the team’s
establishment in 1988. We consider it to be prudent risk
management and a fundamental part of our obligations
to clients. Understanding and evaluating a company’s
approach to sustainability is therefore part of our
risk-mitigation approach.
A key part of our approach is seeking founders and
management teams with high governance standards and
whose interests are well aligned with minority
shareholders. We focus on the stewardship of the
businesses we own as we believe that good managers
should ensure that sustainability issues are addressed in
an appropriate manner. In the long run, we believe
companies will increasingly need to account for societal
and environmental costs, delivering on all fronts
consistently and sustainably – or eventually cede share
to those that do. As such, our sustainability analysis –
incorporating both the challenges and the opportunities,
and management’s response to them – has a significant
impact on our views of a company’s quality.
In our research, we analyse how a company operated in
the past and what its plans are today. The next step is to
better understand and shape its evolution. Through
active engagement with the companies we own, we are
able to raise legitimate concerns and encourage them to
address the issues at hand. In our experience, the
companies that make the best long-term investments are
those that are led by management teams with integrity,
have sustainable business models and generate durable
returns on capital.
We believe it is everyone’s responsibility to think about
sustainability issues as part of his or her investment
decision-making. Just as we would not outsource the
financial analysis to a team of accountants, or the
franchise assessment to external business consultants,
we see no reason to separate the sustainability elements
from our fundamental research process. These factors
are intertwined in our quality assessment, which in turn
is core to our investment philosophy.
Ultimately, we recognise that our investment activities
can have an impact on society and the environment, and
good governance is the foundation on which great
companies are built. That said, we realise it is an
incredibly complex subject and there is no single
approach or path to prescribe to investors or companies
– rather, it is the direction of travel that is more
important.
UK Sustainability Disclosure
Requirements
The Company does not have a sustainable investment
label under the UK Sustainability Disclosure
Requirements as it does not have a specific and
measurable non-financial sustainability objective, nor
related key performance indicators which apply to all
companies in the form currently required for such a label.
FSSA believes that companies can contribute to
sustainable development in different ways and these
contributions can be assessed by reference to measures
and methods which are suitable for each company.
A consumer facing disclosure which summarises the key
sustainability characteristics of the Company can be
found on the Company’s website.
EU Sustainable Finance Disclosure
Regulation
The Board has been advised that the Company’s
existing disclosures are sufficient for maintaining the
Company’s classification under Article 9 of the EU
Sustainable Finance Disclosure Regulation (“SFDR”).
FSSA’s report on how the Company has met its
sustainable investment objective, in accordance with
the requirements of the SFDR, is appended to this
Annual Report and begins on page 77.
FSSA Investment Managers
Portfolio Manager
30 April 2026
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
16
The Strategic Report, set out on pages 1 to 26, contains
a review of the Company’s business model and strategy,
an analysis of its performance during the financial year
and its future developments as well as details of the
principal risks and challenges it faces. Its purpose is to
inform shareholders and help them to assess how the
Directors have performed their duty to promote the
success of the Company.
The Strategic Report contains certain forward-looking
statements. These statements are made by the Directors
in good faith based on the information available to them
up to the time of their approval of this report. Such
statements should be treated with caution due to the
inherent uncertainties, including both economic and
business risk factors, underlying any such forward-
looking information.
Business Model
The Company is an externally managed investment trust
and its shares are admitted to the closed-ended
investment funds category of the FCA’s Official List and to
trading on the main market of the London Stock Exchange.
The purpose of the Company is to achieve long-term
growth in its shareholders’ capital by providing a
vehicle for investors to gain exposure to a portfolio of
companies in the Asia Pacific Region, through a single
investment.
As an externally managed investment trust, all of the
Company’s day-to-day management and administrative
functions are outsourced to service providers. As a
result, the Company has no executive directors,
employees or internal operations.
The Company is an Alternative Investment Fund (“AIF”)
pursuant to the Alternative Investment Fund Managers
Regime and the EU AIFM Directive. The Company
employs Frostrow Capital LLP (“Frostrow”) as its
Alternative Investment Fund Manager (“AIFM”) and
they provide corporate management, risk management,
company secretarial and administrative services.
The Company employs First Sentier Investors (UK) IM
Limited (“FSI”) as its Portfolio Manager (see page 40 for
further information).
The Board remains responsible for all aspects of the
Company’s affairs, including setting the parameters for
monitoring the investment strategy and the review of
investment performance and policy. It also has
responsibility for all strategic policy issues, including
share issuance and buybacks, share price and discount/
premium monitoring, corporate governance matters,
dividends and gearing.
Further information on the Board’s role and the topics
it discusses with the Portfolio Manager is provided in
the Corporate Governance report beginning on
page 30.
Investment Objective and Policy
The Company aims to achieve long-term capital growth
through investment in selected companies in the Asia
Pacific region and the Indian sub-continent, excluding
Japan (the “Asia Pacific Region”). Up to a maximum of
20% of the Company’s total assets (at the time of
investment) may be invested in companies incorporated
and/or listed outside the Asia Pacific Region (as defined
above); at least 25% of their economic activities (at the
time of investment) are within the Asia Pacific Region
with this proportion being expected to grow significantly
over the long term.
The Company invests in companies which the Portfolio
Manager believes will be able to generate long-term
growth for shareholders.
The Company invests principally in listed equities
although it is able to invest in other securities, including
preference shares, debt instruments, convertible
securities and warrants. In addition, the Company may
invest in open and closed-ended investment funds and
companies.
The Company is only able to invest in unlisted securities
with the Board’s prior approval. It is the current intention
that such investments are limited to those which are
expected to be listed on a stock exchange or which cease
to be listed and the Company decides to continue to
hold or is required to do so.
Business
Review
17
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Risk is diversified by investing in different countries,
sectors and stocks within the Asia Pacific Region. No
more than 45% of the Company’s total assets (at the
time of investment) may be invested in any single
jurisdiction. If the proportion of the Company’s total
assets invested in a single jurisdiction exceeds 49% at
any time, the AIFM and the Portfolio Manager will, as
soon as reasonably practicable, seek to re-balance the
Company’s portfolio below this threshold.
No single investment may exceed 7.5% of the Company’s
total assets at the time of investment. This limit is
reviewed from time to time by the Board and may be
revised as appropriate.
No more than 10% of the Company’s total assets may be
invested in other listed closed-ended investment
companies unless such investment companies themselves
have published investment policies to invest no more than
15% of their total assets in other closed-ended investment
companies, in which case the limit is 15%.
When deemed appropriate, the Company may borrow
for investment purposes up to the equivalent of 10% of
the net asset value of the Company at the time of
drawdown of such borrowing.
The use of derivatives is permitted with prior Board
approval and within agreed limits. However, the Portfolio
Manager is unlikely to use derivatives as they do not
form part of their investment strategy.
Performance Measurement
The Board measures the Portfolio Manager’s
performance against the MSCI All Country Asia ex
Japan Index (total return, sterling adjusted) and its AIC
sector peer group.
Dividend Policy
It is the Company’s policy to pursue capital growth for
shareholders with income being a secondary
consideration. This reflects that the Portfolio Manager is
frequently drawn to companies whose future growth
profile is more important than the generation of dividend
income for shareholders.
The Company complies with the United Kingdom’s
investment trust rules which require investment trusts
to retain no more than 15% of their distributable income
each year. The Company’s dividend policy is that the
Company will pay a dividend as a minimum to maintain
investment trust status.
The Board
At the date of this report, the Board of the Company
comprises Andrew Impey (Chair), Nandita Sahgal
(Chair of the Audit Committee), June Ang (Chair of the
Engagement and Remuneration Committee),
Robert Talbut, (the Senior Independent Director) and
Edward Troughton (the Chair of the Sales, Marketing
and Communications Committee). All of these
Directors are non-executive, independent Directors.
They all served throughout the year.
Further information on the Directors can be found on
pages 28 and 29 and information on the Board’s
diversity can be found in the Corporate Governance
Report on pages 37 and 38.
Key Performance Indicators
(“KPIs”)
The Board of Directors reviews performance against
the following KPIs. As explained in the Half Year
Report, the Board decided to retire the Company’s UK
inflation-linked performance objective and instead use
a market-based comparator to measure the Portfolio
Manager’s performance. The first KPI has been updated
to reflect this. The remaining KPIs are unchanged from
the prior year.
> NAV total return against the MSCI All Country
Asia ex Japan Index (the “Index”)*^
> NAV per share total return against the peer
group*^
> Average discount/premium of share price to NAV
per share over the year^
> Ongoing charges ratio^
* Calculated on an annual basis and measured over three to five years.
^ Alternative Performance Measure (see Glossary beginning on
page 75).
NAV per share total return – Index
The Directors regard the Company’s net asset value total
return as being the overall measure of value generated
by the Portfolio Manager over the long term. Total
return reflects both the net asset value growth of the
Company and the dividends paid to shareholders.
During the year under review, the NAV per share total
return was 0.0% underperforming the Index by 28.6%
(2025: NAV per share total return of 9.7%,
underperforming the Index by 12.6%). Over the past
three years, the annualised NAV per share total return
was 2.7%, underperforming the Index by 9.4%. Over five
years, the annualised NAV per share total return was
4.5%, in line with the Index.
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Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
A full description of performance during the year under
review is contained in the Portfolio Manager’s Review
beginning on page 10.
NAV total return – peer group
The Board also monitors the Company’s performance
against its peer group of the three other investment
trusts in the AIC Asia Pacific sector and an exchange
traded fund which tracks the MSCI AC Asia ex
Japan Index.
Over the one, three and five years ended 31 January
2026, the Company ranked 5th, 5th and 4th,
respectively, in its peer group.
Average discount/premium of share price to NAV
per share
The Board believes that the principal drivers of an
investment trust’s share price discount or premium over
the long term are investment performance and a
proactive marketing strategy. However, there can be
volatility in the discount or premium during the year.
Therefore, the Board takes powers each year to buy back
and issue shares with a view to limiting the volatility of
the share price discount or premium, in normal market
conditions.
During the year under review no new shares were
issued by the Company. The Company repurchased
6,325,879 shares during the year, at a total cost of
£22.5 million, and at an average discount of 11.8%.
The Board keeps the level of the discount under close
review. Please refer to the Chair’s Statement for further
information.
Average discount of share price to NAV per share*^
during the year ended
31 January 2026 31 January 2025
11.4% 11.5%
Peer group average Peer group average
discount 9.0% discount 10.8%
* Source: Morningstar.
^ Alternative Performance Measure (see Glossary beginning on
page 75).
Ongoing charges ratio
Ongoing charges represent the costs that the Company
can reasonably expect to pay from one year to the
next, under normal circumstances. The Board continues
to be conscious of expenses and seeks to maintain a
sensible balance between high quality service and
costs.
The Board therefore considers the ongoing charges
ratio to be a KPI and reviews the figure both in absolute
terms and in relation to the Company’s peers.
Ongoing charges ratio^
31 January 2026 31 January 2025
1.1% 1.1%
Peer group average 0.9% Peer group average 0.9%
^ Alternative Performance Measure (see Glossary beginning on
page 75).
During the year the Board agreed with the Portfolio
Manager a new portfolio management fee which will
have the effect of lowering the ongoing charges ratio to
1.0% in the first full year. The Board believes that the
Company’s relatively low turnover, and the absence of
any costs associated with gearing, will mean that the
Company’s overall running costs – should these costs
be factored into the calculation – are not necessarily as
high as some other investment vehicles. It should also
be noted that the Company does not have a
performance fee. Performance fees are not included in
the peer group average ongoing charges ratio.
Business Review continued
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Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Risk Management
The Board is responsible for managing the risks faced by
the Company. Through delegation to the Audit
Committee, the Board has established procedures to
manage risk, to review the Company’s internal control
framework and to establish the level and nature of the
principal risks the Company is prepared to accept in
order to achieve its long-term strategic objective. The
Board, meeting as the Audit Committee, has carried out
a robust assessment of the principal and emerging risks
facing the Company with the assistance of the AIFM.
A process has been established to identify and assess
risks, their likelihood and the possible severity of their
impact.
These principal risks are set out on the following pages
with a high-level summary of their management through
mitigation and arrows to indicate any change in
assessment during the year. The risks faced by the
Company have been categorised under three headings as
follows:
> Investment and financial risks
> Strategic risks
> Operational risks
Strategic Review Risk
The Board launched a strategic review towards the end
of the year following changes to the Company’s portfolio
management arrangements during the year. The Board
considers that this process has heightened the
Company’s overall risk environment, introducing
uncertainty regarding the Company’s future structure,
investment approach and management arrangements.
This uncertainty may influence market sentiment and
contribute to volatility in the share price and discount.
The review has also necessitated a pause in the
Company’s marketing activities, and the Portfolio
Manager has been asked to limit portfolio turnover
while the process is ongoing. The eventual outcome of
the review may not align with the preferences of all
shareholders. The Board continues to monitor these
risks and will maintain open communication with
stakeholders throughout the process.
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Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
A summary of these risks and their mitigation is set out below:
Principal Risks and Uncertainties Mitigation
Change in risk assessment
over the last financial year
Investment and Financial Risks
Market and Foreign Exchange Risk
The Company’s portfolio is exposed
to fluctuations in market prices
(from both individual security prices
and foreign exchange rates) in the
regions and sectors in which it
invests. Emerging markets in the
Asia Pacific region, in which the
portfolio companies operate, are
expected to be more volatile than
developed markets.
To an extent, this risk is accepted as being inherent to the Company’s
activities. However, the Board has set limits in the investment policy which
ensure that the portfolio is diversified, reducing the risks associated with
individual stocks and markets. Compliance with the investment objective
and policy limits is monitored daily by Frostrow and the Portfolio Manager
and reported to the Board monthly. The Portfolio Manager reports at each
Board meeting on the performance of the Company’s portfolio, including
the impact of wider market trends and events.
As part of its review of the viability of the Company, the Board also
considers the sensitivity of the Company to changes in market prices and
foreign exchange rates (see note 14 beginning on page 70), how the
portfolio would perform during a market crisis, and the ability of the
Company to liquidate its portfolio if the need arose. Further details are
included in the Going Concern and Viability Statements on page 23.
Investment Performance
Investment performance may not
achieve the Company’s investment
objective. The Portfolio Manager’s
investment strategy and approach is
expected to lead to performance
that will deviate from that of both
market indices and other investment
companies investing in the Asia
Pacific Region.
To manage this risk, the Board:
> reviews and challenges reports from the Portfolio Manager, which cover
portfolio composition, asset allocation, concentration and performance
at each Board meeting;
> reviews investment performance over the long term against the
Company’s performance objective and peer group;
> monitors the Portfolio Manager’s performance against set KPIs; and
> formally reviews the Portfolio Manager’s appointment, including their
performance, service levels and contractual arrangements, each year.
The Board increased the investment performance risk rating during the
year in light of the Company’s short and medium term performance.
In December 2025, the Board initiated a full strategic review, as described
in the Chair’s Statement beginning on page 4.
Principal Risks and Uncertainties Mitigation
Change in assessment
of risk over the last financial year
Strategic Risks
Geopolitical Risk
Geopolitical events may have an
adverse impact on the Company’s
performance by causing exchange
rate volatility, changes in tax or
regulatory environments, a reduced
investment universe and/or a fall in
market prices.
The Board regularly discusses global geopolitical issues and general
economic conditions and developments.
Political changes in recent years, particularly in the US and Asia Pacific
region and more recently in the Middle East, as well as Ukraine and
Eastern Europe, have increased uncertainty and volatility in financial
markets. The Board discusses such developments and how they may
impact decision making with the Portfolio Manager. In light of recent
events in Iran, the Board considers that this risk has increased.
No change Increased Decreased
Business Review continued
21
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Principal Risks and Uncertainties Mitigation
Change in risk assessment
over the last financial year
Climate Change Risk
The Board is cognisant of risks
arising from climate change and the
impact climate change events could
have on portfolio companies and
their operations, as well as on
service providers to the Company.
The Board regularly reviews global environmental, geopolitical and
economic developments with the Portfolio Manager and the implications
of these risks and events on portfolio construction and the Company’s
operations. Given the Portfolio Manager’s focus on sustainability as set
out on page 15, the Board considers the portfolio to be relatively well
positioned in this regard.
Black Swan Risk
A significant unpredictable event (e.g.
a pandemic/war/closure of a major
shipping route) could lead to increased
market volatility, and in a worst-case
scenario, major global trade and
supply chain breakdown resulting in
significant volatility/declines in market
prices. The Company’s service
providers and their operational
systems may also be affected.
The Board monitors emerging risks and the robustness of the Portfolio
Manager and other service providers’ business continuity plans.
The Portfolio Manager’s investment approach includes a focus on sustainability
and stewardship, which emphasises quality investments with strong balance
sheets, a proven track record in previous crises, and the protection of
shareholders’ funds, leaving them relatively well positioned to deal with
unforeseen events.
All of the Company’s service providers are required to have business continuity /
disaster recovery policies and test them at least annually. Service providers
provide updates on contingency plans for coping with major disruption to their
operations.
Key Persons Risk
There is a risk that the team
responsible for managing the
Company’s portfolio may leave their
employment or may be prevented
from undertaking their duties.
The Board manages this risk by:
> receiving regular reports from the Portfolio Manager, including any
significant changes in the make-up of the portfolio management team;
> meeting the wider team supporting the designated lead manager, at both
Board meetings and at the Portfolio Manager’s offices; and
> delegating to the Engagement & Remuneration Committee
responsibility to perform an annual review of the service received from
the Portfolio Manager, including, inter alia, the team supporting the
lead manager and their succession planning.
In light of the changes made by First Sentier Group to the Company’s
portfolio management arrangements during the year, the Board
recognised that this risk had increased materially.
No change Increased Decreased
22
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Principal Risks and Uncertainties Mitigation
Change in risk assessment
over the last financial year
Share Price Risk
The Company is exposed to the
risk, particularly if the investment
strategy and approach are
unsuccessful, that the Company
underperforms its peer group, fails
to achieve its Performance
Objective and becomes
unattractive to shareholders,
resulting in a widening of the share
price discount to the NAV per
share.
In managing this risk the Board:
> reviews the Company’s investment objective and policy, and the
Portfolio Manager’s investment approach, in relation to investment
performance, market and economic conditions and the performance of
the Company’s peers;
> regularly discusses the Company’s future development and strategy;
> undertakes a regular review of the level of the share price discount/
premium to the NAV per share and considers ways in which share price
performance may be enhanced, including the effectiveness of
marketing, share issuance and share buybacks, where appropriate; and
> reviews an analysis of the shareholder register at each Board meeting
and is kept informed of shareholder sentiment.
In view of the Company’s performance, the changes to the portfolio
management team, and ongoing developments in the investment trust
sector, the Board considered that this risk had increased during the year.
As a result, the Board launched a strategic review as described in the
Chair’s Statement beginning on page 4.
Principal Risks and Uncertainties Mitigation
Change in risk assessment
over the last financial year
Operational Risk
Operational Risk
As an externally managed
investment trust, the Company is
reliant on the systems of its service
providers for dealing, trade
processing, administration, financial
and other functions. If such systems
were to fail or be disrupted
(including, for example, as a result
of cyber-crime or a pandemic) this
could lead to a failure to comply
with applicable laws, regulations
and governance requirements and/
or to a financial loss.
Credit risk arising from the use of
counterparties forms part of this
risk. If a counterparty were to fail,
the Company could be adversely
affected through either delay in
settlement or loss of assets.
To manage these risks the Board:
> periodically visits all key service providers to gain a better understanding
of their control environment, and the processes in place to mitigate any
disruptive events;
> receives a monthly report from Frostrow, which includes, inter alia,
confirmation of compliance with applicable laws and regulations;
> reviews internal control reports and key policies of its service providers,
including disaster recover procedures and business continuity plans;
> maintains a risk matrix with details of the risks to which the Company is
exposed, the approach to managing those risks, the key controls relied
upon and the frequency of the controls operation;
> receives updates on pending changes to the regulatory and legal environment
and progress towards the Company’s compliance with such changes;
> has considered the increased risk of cyber-attacks and received reports
and assurance from the Company’s service providers regarding the
information security controls in place;
> has reviewed the arrangements (including sub-custodial arrangements)
and services provided by the Custodian to ensure that the security of
the Company’s custodial assets is maintained; and
> reviews the Portfolio Manager’s approved list of counterparties, the
process for monitoring and adding to the approved counterparty list,
and the Company’s use of those counterparties.
Under the terms of the contract with J.P. Morgan Chase Bank, the
Company’s investments are required to be segregated from J.P. Morgan
Chase Bank’s own assets.
Further information on credit risk and other financial risks can be found in
note 14 beginning on page 70.
The Board considered that the risk of operational disruption had increased
during the year as a result of the strategic review initiated by the Board.
Business Review continued
No change Increased Decreased
23
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Emerging Risks
Emerging risks are discussed as part of the risk review
process. The Board has identified the following emerging
risk:
As well as offering investment opportunities, the
development and exploitation of technological
breakthroughs, such as artificial intelligence, may
challenge and damage the addressable market, revenue
and operations of portfolio companies to the extent that
they no longer offer the promise of returns consistent
with the Company’s investment objective.
Going Concern
As set out in more detail in the Chairman’s Statement
on pages 4 and 5, the Board is in the process of
completing a strategic review of the Company’s future.
The possible outcomes of the strategic review
represent a material uncertainty which may cast
significant doubt on the Company’s ability to continue
as a going concern. Notwithstanding this material
uncertainty, the Board has concluded that it remains
appropriate to prepare the financial statements on a
going concern basis. In reaching this conclusion, the
Board has come to the view that, as the Board has not
yet reached a decision and the Company is considered
solvent in all other regards, going concern remains the
most appropriate basis for preparation of the financial
statements.
The Board has also considered the Company’s portfolio,
investment activity, cash balances and revenue
forecasts, and a detailed assessment of the Company’s
ability to meet its liabilities as they fall due, including
stress tests which modelled the effects of substantial
falls in portfolio valuations and liquidity constraints on
the Company’s NAV, cash flows and expenses. Further
details of the stress tests and scenarios considered can
be found in the Audit Committee Report beginning on
page 46 and Notes 1 and 14 to the financial statements.
Based on the information available to the Directors at
the date of this report, the Directors are satisfied that
the Company has adequate financial resources to
continue in operation for at least the next 12 months
from the date of signing this report.
Viability Statement
Notwithstanding the material uncertainty posed by the
strategic review, the Directors have carefully assessed
the Company’s financial position and prospects as well
as the principal risks facing the Company and expect
that, if the Company is to continue in its current form, it
would be able to continue in operation and meet its
liabilities as they fall due over the next three financial
years. The Board chose a three year horizon to align
with the performance-related tender offer introduced
during the year.
To make this assessment and in reaching this
conclusion, the Audit Committee considered the
Company’s financial position and its ability to liquidate
its portfolio and meet its liabilities as they fall due and
notes the following:
> The portfolio is comprised of investments traded on
major international stock exchanges. Based on
historic analysis, it is estimated that approximately
90% of the current portfolio could be liquidated
within two weeks (based on current market volumes
with 20% participation);
> The Audit Committee has considered the viability of
the Company under various scenarios, including
periods of acute stock market and economic
volatility. In view of the results of these stress tests,
the Board has concluded that it would expect to be
able to ensure the financial stability of the Company
through the benefits of having a diversified portfolio
of listed and realisable assets. Further details of the
stress tests can be found in Note 1 to the financial
statements;
> With a forecast ongoing charges ratio of 1.0%, the
expenses of the Company are predictable and
modest in comparison with the assets and there are
no capital commitments currently foreseen which
would alter that position;
> The Board has noted that the Company has
consistently retained levels of cash that are
significantly higher than its annual operating
expenses;
> The Company has no employees, only non-executive
Directors. Consequently it does not have redundancy
or other employment related liabilities or
responsibilities; and
> The closed ended nature of the Company means that,
unlike open ended funds, it does not need to realise
investments when shareholders wish to sell their
shares.
24
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Stakeholder Interests and Board Decision-Making (Section 172 of the
Companies Act 2006)
The following disclosure, which is required by the Companies Act 2006 and the AIC Code of Corporate Governance,
describes how the Directors have had regard to the views of the Company’s stakeholders in their decision-making.
Stakeholder Group How the Board has engaged with the Company’s Stakeholders
Investors The Board’s key mechanisms of engagement with investors include:
> The Annual General Meeting
> The Company’s website which hosts reports, articles and insights,
and monthly fact sheets
> One-to-one investor meetings
> Group meetings with professional investors
> The Annual and Half yearly Reports
Members of the Board, together with the Company’s broker, completed
a shareholder consultation before initiating a strategic review. The Board
has continued to engage with shareholders throughout the process.
Portfolio Manager The Board met regularly with the Portfolio Manager throughout the year,
both formally at quarterly Board meetings and informally, as required.
The Board engaged with the portfolio management team, discussing the
Company’s overall performance and strategy, as well as developments in
individual portfolio companies and wider macroeconomic developments.
The Board engaged extensively with the Portfolio Manager following the
announcement of certain changes within their group and as part of the
strategic review (please refer to the Chair’s Statement for further
details).
Other Service Providers The Board met regularly with Frostrow (the AIFM), representatives of
which attend every quarterly Board meeting to provide updates on risk
management, accounting, administration, corporate governance and
regulatory matters.
The Board, meeting as the Engagement and Remuneration Committee,
reviewed the performance of all the Company’s service providers,
receiving feedback from Frostrow in their capacity as AIFM and
Company Secretary. Frostrow is responsible for the day-to-day
operational management of the Company and meets and interacts with
the other service providers including the Depositary, the Custodian and
the Registrar, on behalf of the Board, on a daily basis. This can be
through email, one-to-one meetings and/or regular written reporting.
The Audit Committee met with BDO LLP to review the audit plan for the
year, agree their remuneration, review the outcome of the annual audit
and to assess the quality and effectiveness of the audit process. Please
refer to the Audit Committee Report beginning on page 46 for further
information.
Strategic Review Candidates The Board has expended a significant amount of time engaging with and
assessing other managers and investment companies that submitted a
proposal as part of the strategic review launched by the Board during the
year. Written proposals were assessed in the first stage of the process,
and more detailed proposals and presentations of the shortlisted
candidates were assessed in the second stage.
Business Review continued
25
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
As an externally managed investment trust, the Company has no employees, customers, operations or premises.
Therefore, the Company’s key stakeholders (other than its shareholders) are considered to be its service providers,
including the Portfolio Manager. The need to foster good business relationships with service providers and
maintain a reputation for high standards of business conduct are central to the Directors’ decision-making as the
Board of an externally managed investment trust.
Key Areas of Engagement Main decisions and actions taken
> Ongoing dialogue with
shareholders concerning the
strategy of the Company,
performance and the portfolio.
> Share price performance.
> The strategic review
The Board and the Portfolio Manager provided updates on performance
via RNS, the Company’s website and the usual financial reports and
monthly fact sheets.
The Board continued to monitor share price movements closely, both in
absolute terms and in relation to the Company’s peer group. The Board
continued the Company’s share buyback programme, which aims to limit
the discount of the Company’s share price to the NAV per share, leading to
the repurchase of 6,325,879 shares during the year.
Following the shareholder consultation, the Board initiated a strategic
review. It is expected that the outcome of the strategic review will be
announced in the weeks following the publication of this report.
> Portfolio composition,
performance, outlook and
business updates.
> The promotion and marketing
strategy of the Company.
> The terms and conditions of the
Portfolio Management
Agreement.
As a result of various changes made by First Sentier Group during the year,
the Board initiated a strategic review. Further information is provided in the
Chair’s Statement on page 4.
The Sales, Marketing and Communications Committee continued to
work with the Portfolio Manager on improving the marketing strategy of
the Company.
The Portfolio Management Agreement was amended to reflect the new
fee structure agreed by the Board during the year and to agree that
protective notice be put in place at the outset of the strategic review.
> The quality of service provision
and the terms and conditions
under which service providers
are engaged.
> The assessment of the
effectiveness of the audit and
the Auditor’s reappointment.
> The terms and conditions under
which the Auditor is engaged.
The Board agreed that Frostrow and the Company’s other service
providers continued to perform well. The Board agreed with Frostrow
that protective notice be put in place at the outside of the strategic
review.
The Board approved the Audit Committee’s recommendation to propose
to shareholders that BDO LLP be re-appointed as the Company’s auditor
for a further year. Please refer to the Audit Committee Report beginning
on page 46 and the Notice of AGM beginning on page 92 for further
information.
> Proposals for the future of the
Company.
After a thorough review of the proposals received in the first stage of
the strategic review, the Board agreed a shortlist of candidates to invite
to present a more detailed proposal. It is expected that the outcome will
be announced in the weeks following the publication of this report.
26
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Social, Human Rights and
Environmental Matters
As an externally managed investment trust, the Company
does not have any employees or maintain any premises,
nor does it undertake any manufacturing or other physical
operations itself. All its operational functions are
outsourced to third party service providers. Therefore the
Company has no material, direct impact on the
environment or any particular community and, as a result,
the Company itself has no environmental, human rights,
social or community policies.
The Portfolio Manager engages with the Company’s
underlying investee companies in relation to their
corporate governance practices and the development of
their policies on social, community and environmental
matters. First Sentier Investors is a Tier 1 signatory to
the UN Principles of Responsible Investment, an investor
signatory of Climate Action 100+ and an investor
member of the Institutional Investors Group on Climate
Change.
Integrity and Business Ethics
The Board is committed to carrying out the Company’s
business in an honest and fair manner with a zero-
tolerance approach to bribery, tax evasion and
corruption. As such, policies and procedures are in place
to prevent this and can be found on the Company’s
website. In carrying out the Company’s activities, the
Board aims to conduct itself responsibly, ethically and
fairly, including in relation to social and human rights
issues.
Taskforce for Climate-Related
Financial Disclosures (“TCFD”)
The Company notes the TCFD recommendations on
climate-related financial disclosures. The Company is an
investment trust and, as such, it is exempt from the Listing
Rules requirement to report against the TCFD framework.
FSSA Investment Manager’s climate change statement is
available on their website
1
.
Performance and Future
Developments
A review of the Company’s performance over the year
and the outlook for the Company can be found in the
Chair’s Statement beginning on page 4 and in the
Portfolio Manager’s Review beginning on page 10.
By order of the Board
Frostrow Capital LLP
Company Secretary
30 April 2026
1
https://www.fssaim.com/uk/en/private/sustainability/climate-change.html
Business Review continued
Strategic Report
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
27
In this section
28 Board of Directors
30 Corporate Governance
39 Report of the Directors
44 Statement of Directors’ Responsibilities
46 Audit Committee Report
51 Directors’ Remuneration Report
54 Independent Auditor’s Report
Governance
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Board of Directors
Andrew Impey
Independent Non-Executive Chair
Robert Talbut
Independent Non-Executive Director
Edward Troughton
Independent Non-Executive Director
Joined the Board in 2022
Andrew is Chair of the Nominations
Committee
Shareholding in the Company: 20,000
Joined the Board in 2016
Robert is the Senior Independent Director
Shareholding in the Company: 9,611
Joined the Board in 2019
Edward is Chair of the Sales, Marketing and
Communications Committee
Shareholding in the Company: 18,357
Skills and Experience
Andrew has over 35 years’ experience in
institutional investment management and
wealth management. He has been lead
manager on a broad range of funds including a
sovereign wealth mandate, unit trusts and
several investment trusts. He was previously a
consultant at Rathbones Investment
Management, a partner of Albion Capital
Group, joint managing director at OLIM Limited
and Chief Investment Officer at Singer &
Friedlander.
Andrew’s wide investment experience allows
him to engage knowledgeably with the
Portfolio Manager. He also brings current
knowledge of the industry and in corporate
governance and strategy.
He is a charity trustee and on a number of
investment committees including the
HMS Victory Preservation Company.
Skills and Experience
Robert was formerly a director and Chief
Investment Officer at Royal London Asset
Management Limited.
His ongoing knowledge of the asset
management industry and the strategic
challenges it faces is useful in many board
debates. His understanding of today’s
corporate governance best practice and the
matters that a Board must confront, helps to
ensure that the Company is run in accordance
with best practice.
Given his wide-ranging board and sector
experience Robert is well positioned to bring
alternative perspectives on issues that
may arise.
Skills and Experience
Edward has been in the investment industry for
over 35 years, starting his career with Barings
Asset Management as an Asian equity portfolio
manager. He spent the rest of his career after
that in business development and marketing.
He managed NatWest Investment
Management’s office in Hong Kong for five
years. For seven years, he was with BlackRock
where at one stage, as Managing Director, he
ran their Asian regional office out of Hong
Kong. Latterly he was Managing Director at
Alliance Trust Investments and a Partner at
Oldfield Partners where he was Head of Global
Client Relations and Business Development,
and a member of the Management Committee.
Edward’s experience in the investment sector
and first-hand knowledge of living and working
in Asia enables the Board to engage
authoritatively with the Portfolio Manager on
their investment strategy. His knowledge of
business development and marketing within
the UK wealth sector is also extremely useful
as the Board looks to widen the Company’s
overall appeal and shareholder base.
Other Appointments
Andrew is the non-executive chair of
BlackRock Greater Europe Investment
Trust plc.
Other Appointments
Robert is a non-executive director of
JP Morgan American Investment Trust plc
and The Baillie Gifford Japan Trust PLC.
Other Appointments
None.
Standing for re-election
Yes
Standing for re-election
Yes
Standing for re-election
Yes
28
29
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Nandita Sahgal FCA
Independent Non-Executive Director
June Ang
Independent Non-Executive Director
Joined the Board in 2024
Nandita is Chair of the Audit Committee
Shareholding in the Company: 1,426
Joined the Board in 2024
June is Chair of the Engagement &
Remuneration Committee
Shareholding in the Company: 10,000
Skills and Experience
Nandita is the Senior Independent Director and
Chair of the Audit Committee at the UK India
Business Council. Previously, she was a
Managing Director, Infrastructure Asset
Management at ThomasLloyd Group Ltd. She
has over 25 years’ emerging markets
experience working in asset management,
equity capital markets and M&A at
ThomasLloyd Group, Insinger de Beaufort and
Seymour Pierce.
Prior to joining ThomasLloyd, Nandita was
Chief Executive Officer at IL&FS Global
Financial Services (UK) Ltd., the UK subsidiary
of the investment banking arm of IL&FS. She
holds a Bachelors in Economics and Business
from The University of Edinburgh, is a Fellow
of the Institute of Chartered Accountants in
England and Wales and a Member of the
Chartered Institute for Securities and
Investment.
Skills and Experience
June was the Managing Director, and later a
non-executive director, of PEAL Capital
Partners. Previously she was Head of Investor
Relations at Crake Asset Management LLP.
Ms Ang has over 30 years of experience in
financial markets and has a deep knowledge of
emerging markets, particularly Asia. She spent
two decades in Asian Equities and headed up
the Asian Equity sales desk at HSBC for 12
years. As a Managing Director, she was directly
accountable for financial performance, and
responsible for strong risk management,
regulatory and governance oversight and an
in-depth understanding of asset management.
She has held senior roles at Goldman Sachs,
Citigroup and UBS, serving UK, European and
Middle Eastern clients. Ms Ang has also
worked in hedge funds and private equity and
so has insight and expertise that spans public
and private markets.
Other Appointments
Nandita is a non-executive director of Murray
Income Trust Plc.
Other Appointments
None.
Standing for re-election
Yes
Standing for election
Yes
30
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Corporate
Governance
The Board and Committees
Responsibility for effective governance lies with the Board whose role is to promote the long-term success of the
Company. The governance framework of the Company reflects the fact that as an externally managed investment
company it has no employees and outsources portfolio management to First Sentier Investors and risk
management, corporate management, company secretarial and administrative services to Frostrow Capital LLP.
The Board generates value for shareholders through its oversight of the service providers and management of the
costs associated with running the Company.
Copies of the full terms of reference, which clearly define the responsibilities of each Committee, can be obtained
from the Company Secretary and will be available for inspection on the day of the Annual General Meeting. They
can also be found on the Company’s website at www.pacific-assets.com.
Chair – Andrew Impey
Senior Independent Director – Robert Talbut
Three additional non-executive Directors, all considered independent.
Key responsibilities:
> to provide leadership and set the strategy, values and standards of the Company within a framework of effective controls
which enable risk to be assessed and managed;
> to ensure that a robust corporate governance framework is implemented; and
> to challenge constructively and scrutinise the performance of all third-party service providers.
The Board
Chair
June Ang
All Independent Directors
Key responsibilities:
> to review the
contracts, performance
and remuneration of
the Company’s
principal service
providers;
> to set the Directors’
remuneration policy;
and
> to review the terms
and conditions of the
Directors’
appointments.
Engagement &
Remuneration
Committee
Chair
Nandita Sahgal FCA
All Independent Directors
Key responsibilities:
> to review the
Company’s financial
reports;
> to oversee the risk
and control
environment; and
> to have primary
responsibility for the
relationship with the
Company’s external
auditor, to review
their independence
and performance, and
to determine their
remuneration.
Audit Committee
Chair
Andrew Impey
All Independent Directors
Key responsibilities:
> to review the Board’s
structure and
composition; and
> to make
recommendations for
any changes or new
appointments.
Nomination Committee
Chair
Edward Troughton
All Independent Directors
Key responsibilities:
> to develop and oversee
a marketing and
promotional strategy
for the Company in
conjunction with the
Portfolio Manager; and
> to review the
marketing activities
taken by and on behalf
of the Company by
third parties.
Sales, Marketing and
Communications
Committee
30
31
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Board of Directors
Entirely independent and non-executive
Sub-committees:
l AuditCommittee
l Engagement&RemunerationCommittee
l NominationCommittee
l Sales,MarketingandCommunicationsCommittee
Frostrow Capital LLP
(AIFM, Company Secretary, Fund Administrator)
Reporting
l Balance sheet
l Liquidity and gearing
l Income forecasts
l Portfoliovaluation
l Portfoliotransactions
l Letterofrepresentation
to the Board (annually)
l Investmentlimitsandrestrictions
(monthly)
l Compliance with investment policy
and guidelines (monthly)
l Compliance report (semi-annually)
l ISAE 3402 Internal Controls Report
(annually)
JP Morgan
(Depositary and Custodian)
Reporting
l Depositary’s Report (semi-annually)
l SOC 1 Internal Controls Report (annually)
l Presentationsonsubjectsofintereste.g.cybersecurity(asrequired)
First Sentier Investors (UK) IM Limited
(PortfolioManagement)
Reporting
l Portfolioperformanceupdateateachmeeting
l Compliance Report (semi-annually)
l ISAE 3402 Internal Controls Report (annually)
l Presentationsonsubjectsofinterest
e.g.RiskManagement,InvestmentCompliance(asrequired)
Investec Bank PLC
(Corporate Broker)
Equiniti Group
(Registrar)
Reporting
l AAF 01/20 Internal Controls Report (annually)
l Presentationsonsubjectsofintereste.g.cybersecurity(as
required)
Dickson Minto LLP
(Legal Adviser)
Principal third-party
service providers
The Directors
l receive regular
reportingatmeetings;
l review the assurance
reportproducedby
eachorganisation;
l receiveadditional
reportingonthecontrol
environment from each
of the principal third
partyserviceproviders;
and
l formally evaluate their
performance on an
annualbasis.
Secondary third-
party service
providers
The Directors
l receive regular
reportingontheir
activitiesatmeetings;
and
l formally evaluate their
performance on an
annualbasis.
TheBoardhasaresponsibility
forestablishingandassessing
internal controls to ensure the
Companyoperateseffectively,
efficientlyandwithintherisk
appetitessetbytheBoard.As
the Company relies on
third-party service providers
forallofitsoperations,it
obtainsregularreportsfrom
thesecounterpartiesonthe
natureandeffectivenessof
controls within these
organisations.
The Company’s principal
service providers are the
PortfolioManager,FSI, the
AIFM, Company Secretary and
administrator, Frostrow
Capital, the custodian and
depositary, JP Morgan and the
registrar,EquinitiGroup.The
Board receives regular
reportingoncompliancewith
the control environment and
assessestheeffectivenessof
the internal controls through
review of the assurance
reports from each of these
organisations.
Inaddition,theCompany
retainsanumberofsecondary
providers who report regularly
totheBoard.Theseinclude
the Company’s legal advisers
andthecorporatestockbroker.
The Engagement and
RemunerationCommittee
formally evaluates the
performance and service
delivery of all third-party
service providers at least
annually and the Audit
Committeeevaluatesthe
performance of the
Company’s external auditor
annually, following the
completionoftheannualaudit
process.
Internal Controls Structure
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Corporate Governance continued
Corporate Governance Statement
The Board has considered the principles and
recommendations of the AIC Code of Corporate
Governance published in August 2024 (the “AIC Code”).
The AIC Code addresses all the principles set out in the
UK Corporate Governance Code (the “UK Code”), as well
as setting out additional provisions on issues that are of
specific relevance to the Company. The Board notes that
Provision 29 of the UK Code and Provision 34 of the
AIC Code, which deal with Board monitoring of internal
controls, are effective for accounting periods beginning
on or after 1 January 2026.
The Board considers that reporting against the
principles and provisions of the AIC Code (which has
been endorsed by the Financial Reporting Council) will
provide better information to shareholders. By
reporting against the AIC Code, the Company meets its
obligations under the UK Code (and associated
disclosure requirements under paragraph 6.6.6 of the
UK Listing Rules) and as such does not need to report
further on issues contained in the UK Code which are
irrelevant to the Company as an externally managed
investment company, including the provisions relating
to the role of the chief executive, executive directors’
remuneration and the internal audit function.
The AIC Code is available on the AIC’s website
www.theaic.co.uk and the UK Code can be viewed on the
Financial Reporting Council website www.frc.org.uk. The
AIC Code includes an explanation of how the AIC Code
adapts the principles and provisions set out in the UK
Code to make them relevant for investment companies.
The Company has complied with the principles and
provisions of the AIC Code.
This Corporate Governance report on pages 30 to 38
forms part of the Report of the Directors on
pages 39 to 43.
Risk Management and Internal Controls
The Board is ultimately responsible for the Company’s
risk management and internal control systems and for
reviewing their effectiveness. Operational responsibility
for this review is delegated to the Audit Committee. A
description of the principal risks facing the Company
and an explanation of how they are managed is
provided in the Strategic Report on pages 19 to 22.
The Directors have a robust process for identifying,
evaluating and managing the risks faced by the
Company, including emerging risks, which are recorded
in a risk schedule.
The Audit Committee’s process involves reviewing the
risk schedule at each of its three meetings during the
year. One of the Audit Committee meetings is a
dedicated meeting to evaluate the Company’s principal
and other risks, identify emerging risks, and discuss the
Board’s approach to monitoring and managing them.
The Audit Committee, on behalf of the Board, assesses
the likelihood of occurrence and possible impact of
each risk. The Committee then reviews the mitigating
controls in place and assesses whether they provide
sufficient mitigation.
The Company’s internal controls are designed to
manage, mitigate and/or monitor financial, investment,
reporting, compliance and governance risks. As such,
the controls aim to ensure that, inter alia:
> There is an effective governance and oversight
system in place;
> The Portfolio Manager complies with the Company’s
investment policy;
> The assets of the Company are safeguarded and
accurately valued;
> The Company’s financial information is complete,
accurate and clearly communicated to shareholders;
and,
> The Company complies with all legal and regulatory
requirements.
Material controls are the mechanisms and procedures
whose systematic failure would lead to an unacceptable
risk to the Company’s performance, reporting,
objectives and/or reputation.
The Board operates certain internal controls such as
the review of the Company’s financial reports, risk
identification, and the oversight of service providers.
However, as an externally managed investment trust,
the Company is reliant on the operational systems of its
service providers and this is reflected in the Company’s
internal controls structure, which is summarised on
page 31.
Internal control systems are designed to manage, rather
than eliminate, the risk of failure to achieve the
Company’s strategic objectives and can provide only
reasonable and not absolute assurance against material
misstatement or loss.
The Audit Committee monitored the Company’s risk
management and internal control framework
throughout the year through the review of reports from
the principal service providers, as set out on page 31.
In particular, the Committee reviewed any exceptions
identified in the internal controls reports and evaluated
whether they were material for the Company. Further
information was obtained from service providers where
necessary. After the Company’s year end, the principal
32
33
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
service providers each provided a letter confirming that
there had been no material changes to their internal
controls between the date of their internal controls
report and the Company’s year end.
To supplement this annual review, the Audit Committee
periodically carries out due diligence visits to the offices
of the Company’s principal service providers. During
the year, and having visited the offices of JP Morgan
and First Sentier during the previous year, members of
the Committee visited the offices of Equiniti, the
Company’s registrar, in Worthing, where the agenda
covered cyber and data security and Equiniti’s internal
controls.
The Statement of Directors’ Responsibilities on
pages 44 and 45 describes the Directors’ responsibility
for preparing this report.
The Audit Committee Report, beginning on page 46,
explains the work undertaken to allow the Directors to
make this statement and to apply the going concern
basis of accounting. It also sets out the main roles and
responsibilities and the work of the Audit Committee
throughout the year.
The Board’s assessment of the Company’s longer-term
viability is set out in the Strategic Report on page 23.
Board Leadership and Purpose
Purpose and Strategy
The purpose and strategy of the Company are described
in the Strategic Report on page 16.
Strategic issues and all material operational matters are
considered at Board meetings.
Board Culture
The Board aims to capture differences of opinion,
unique vantage points and areas of expertise. The Chair
encourages open debate to foster a supportive and
co-operative approach. Strategic decisions are
discussed openly and constructively. The Board aims to
be open and transparent with shareholders and other
stakeholders, and for the Company to conduct itself
responsibly, ethically and fairly in its relationships with
service providers.
Shareholder Relations
Representatives of the Portfolio Manager and Investec
Bank plc, the Company’s corporate stockbroker, met
regularly with institutional shareholders and private
client asset managers to discuss investment strategy,
any issues or concerns and, if applicable, corporate
governance matters. Reports on investor sentiment and
the feedback from investor meetings were discussed
with the Directors at the following Sales, Marketing and
Communications Committee and Board meetings.
In addition, members of the Board (in particular the
Chair and the Senior Independent Director) met with
shareholders to discuss the future of the Company as
part of the Strategic Review.
Shareholder Communications
The Directors welcome the views of all shareholders
and place considerable importance on communications
with them. Shareholders wishing to communicate with
the Chair, or any other member of the Board, may do so
by writing to the Company Secretary at the offices of
Frostrow Capital LLP (25 Southampton Buildings,
London WC2A 1AL). Shareholders are encouraged to
attend the AGM, where they will be given the
opportunity to question the Board. Further details of
this year’s AGM are provided in the Chair’s Statement
beginning on page 4 and in the Notice of AGM
beginning on page 92.
Significant Holdings and Voting Rights
Details of the shareholders with substantial interests in
the Company’s shares, the Directors’ authorities to
issue and repurchase the Company’s shares, and the
voting rights of the shares are set out in the Report of
the Directors on pages 39 to 43.
Conflicts of Interest
Company directors have a statutory obligation to avoid a
situation in which they (and connected persons) have,
or can have, a direct or indirect interest that conflicts, or
may possibly conflict, with the interests of the Company.
In line with the Companies Act 2006, the Board has the
power to authorise any potential conflicts of interest
that may arise and impose such limits or conditions as it
thinks fit. A register of interests and potential conflicts is
maintained and is reviewed at every Board meeting. No
conflicts of interest arose during the year under review.
Division of Responsibilities
Responsibilities of the Chair and the Senior
Independent Director (“SID”)
The Chair’s primary role is to provide leadership to the
Board, assuming responsibility for its overall
effectiveness in directing the Company. The Chair is
responsible for:
> taking the chair at general meetings and Board
meetings, conducting meetings effectively and
ensuring all Directors are involved in discussions
and decision-making;
> setting the agenda for Board meetings and ensuring
the Directors receive accurate, timely and clear
information for decision-making;
> taking a leading role in determining the Board’s
composition and structure;
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Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Corporate Governance continued
> overseeing the induction of new directors and the
development of the Board as a whole;
> leading the annual board evaluation process and
assessing the contribution of individual Directors;
> supporting and also challenging the Portfolio
Manager (and other suppliers) where necessary;
> ensuring effective communications with shareholders
and, where appropriate, stakeholders; and
> engaging with shareholders to ensure that the Board
has a clear understanding of shareholder views.
The SID serves as a sounding board for the Chair and
acts as an intermediary for the other Directors and the
shareholders. The SID is responsible for:
> working closely with the Chair and providing support;
> leading the annual assessment of the performance
of the Chair;
> holding meetings with the other non-executive
Directors without the Chair being present, on such
occasions as necessary;
> carrying out succession planning for the Chair’s role;
> working with the Chair, other Directors and
shareholders to resolve major issues; and
> being available to shareholders and other Directors
to address any concerns or issues they feel have not
been adequately dealt with through the usual
channels of communication (i.e. through the Chair
or the Portfolio Manager).
Director Independence
The Board comprises five non-executive Directors, all of
whom are independent of the Portfolio Manager. Each
Director, including the Chair, was independent on
appointment. All Directors standing for re-election at the
forthcoming AGM continue to be independent when
assessed against the criteria set out in Provision 13 of
the AIC Code, with the exception of Mr Talbut, who has
served on the Board for more than nine years.
The Board has asked Mr Talbut to remain in his role as
SID until the conclusion of the strategic review. While
taking full account of the guidance in the AIC Code
regarding length of tenure, the Board considers that
Mr Talbut continues to demonstrate independence of
character and judgement, which has been evident
throughout the strategic review process. Accordingly,
the Board considers that all Directors, including
Mr Talbut, are independent and that there are no
relationships or circumstances that are likely to impair, or
could reasonably be perceived to impair, their judgement.
Directors’ Other Commitments
Directors wishing to accept a new appointment obtain
approval from the Chair before doing so and the Chair
obtains approval from the SID. In addition, the Board
reviews Directors’ other board positions and time
commitments at every Board meeting to ensure that
Directors’ have sufficient time to commit to their role.
Following the annual Board evaluation, the Board
considers that all Directors have sufficient time to
discharge their duties.
Board Meetings
The Board held four quarterly meetings and five ad hoc
meetings during the year. The primary focus at
quarterly Board meetings was the review of investment
performance and associated matters, including asset
allocation, marketing/investor relations, peer group
information and industry issues. The Board reviewed
key investment and financial data, revenue and expense
projections, analyses of asset allocation, transactions,
customised performance metrics and performance
comparisons, share price and net asset value
performance. The focus of the ad hoc meetings was the
closure of the Stewart Investors business, due diligence
of the FSSA Investment Managers team and the
subsequent strategic review. The Directors also
attended a number of informal Board calls throughout
the strategic review process.
The Board is responsible for setting the Company’s
corporate strategy and reviewed the continued
appropriateness of the Company’s investment
objective, investment strategy and investment
restrictions at each quarterly meeting.
Matters Reserved for Decision by the Board
The Board has adopted a schedule of matters reserved
for its decision. This includes, inter alia, the following:
> Decisions relating to the strategic objectives and
overall management of the Company, including the
appointment or removal of the Portfolio Manager
and other service providers, establishing the
investment objectives, strategy and performance
comparators, the permitted types or categories of
investments, the proportion of assets that may be
invested in them, and the markets in which
transactions may be undertaken.
> Requirements under the Companies Act 2006,
including approval of the half yearly and annual
financial statements, recommendation of the final
dividend (if any), declaration of any interim
dividends, the appointment or removal of the
Company Secretary, and determining the policy on
share issuance and buybacks.
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Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
> Matters relating to certain Stock Exchange
requirements and announcements, the Company’s
internal controls, and the Company’s corporate
governance structure, policies and procedures.
> Matters relating to the Board and Board committees,
including the terms of reference and membership of
the committees, and the appointment of directors
(including the Chair and the SID).
Day-to-day portfolio management is delegated to First
Sentier Investors and operational management is
delegated to Frostrow.
The Board takes responsibility for the content of
communications regarding major corporate issues, even
if First Sentier or Frostrow acts as spokesman. The
Board was kept informed of relevant promotional
material that was issued by First Sentier Investors.
Board Committees
The Board has established four sub committees, as set
out on page 30.
The Audit Committee Report begins on page 46.
The work of the Engagement and Remuneration
Committee is described in the Directors’ Remuneration
Report beginning on page 51 and in the Report of the
Directors on pages 41 and 42.
The work of the Nomination Committee is described in
the ‘Composition, Succession and Evaluation’ section of
this Corporate Governance report.
The Sales, Marketing and Communications Committee
worked with the Portfolio Manager throughout the year
to develop and enhance the Company’s marketing
strategy. The Committee reviewed First Sentier
Investors’ marketing activities, including feedback from
investor meetings, and continued working with the
Portfolio Manager to improve the Company’s website,
branding, social media and public relations strategies.
The Committee also reviewed the appointment of
Kepler Partners LLP who provide research and PR
services to the Company.
The Committee chairs welcome the views of
shareholders on any of the matters within their
respective remits. Shareholders can contact the
Committee chairs through the Company Secretary
whose details are provided on page 99.
Relationship with the Portfolio Manager
Representatives from the Portfolio Manager were in
attendance at each Board meeting to provide updates
and address questions on specific matters.
Relationship with Other Service Providers
Representatives from Frostrow were in attendance at
each Board meeting to address questions on the
Company’s operations, administration and governance
requirements. The Engagement and Remuneration
Committee monitored and evaluated all of the Company’s
other service providers, including Frostrow, and also the
Depositary, the Custodian, the Registrar and the Broker.
The Committee concluded that all the service providers
were performing well but was unable to make a
recommendation to the Board regarding their continuing
appointment due to the ongoing strategic review.
Stewardship and the Exercise of Voting Powers
The Board and the Portfolio Manager support the
UK Stewardship Code, which sets out the principles of
effective stewardship by institutional asset owners and
asset managers. First Sentier Investors is a Tier 1
signatory to the UK Stewardship Code. First Sentier
Investors produce an annual Responsible Investment
and Stewardship Report which is published on their
website www.firstsentierinvestors.com/UK/en/private/
responsible-investment/responsible-investment-
resource-centre.html.
The Board has delegated authority to the Portfolio
Manager to engage with companies held in the portfolio
and to vote the shares owned by the Company.
FSSA Investment Managers have a strong commitment
to effective stewardship and their approach, including
their consideration of environmental, social and
governance issues, is set out on their website
www.fssaim.com.
Independent Professional Advice
The Board has formalised arrangements under which
the Directors, in the furtherance of their duties, may
seek independent professional advice at the Company’s
expense. No such advice was sought during the year.
Company Secretary
The Directors have access to the advice and services of
a specialist investment trust company secretary,
Frostrow Capital LLP, which is responsible for advising
the Board on all governance matters. The Company
Secretary ensures governance procedures are followed
and that the Company complies with applicable
statutory and regulatory requirements.
Composition, Succession and Evaluation
Board Evaluation
During the year an internal review of the Board, its
committees and individual Directors (including each
Director’s independence and their other commitments)
was carried out by the Board, in the form of electronic
performance evaluation questionnaires. The overall
process and individual performance assessments were
led by the Chair. The review of the Chair’s performance
was led by the Senior Independent Director.
36
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Corporate Governance continued
The review concluded that the Board worked in a
collegiate, efficient and effective manner, and there were
no material weaknesses or concerns identified.
The Board’s composition, diversity and succession plans
were reviewed. The anticipated retirement of Robert
Talbut and the recruitment process to identify his
successor were postponed pending the outcome of the
strategic review.
All Directors submit themselves for election and annual
re-election thereafter by shareholders (unless they
intend to retire from the Board). The particular
contribution of each individual Director is summarised on
pages 28 and 29. Following the evaluation process, the
Board recommends that shareholders vote in favour of
the Directors’ re-election at the forthcoming AGM.
The Board pays close attention to the capacity of
individual Directors to carry out their work on behalf of
the Company. In recommending individual Directors to
shareholders for re-election, the Board considered the
Directors’ other board positions and time commitments,
with each Director disclosing the expected time
commitment for each appointment. The Board is satisfied
that all of the Directors have the capacity to be fully
engaged with the Company’s business, as evidenced by
the Directors’ attendance at both quarterly and ad hoc
meetings during the year.
The number of scheduled Board and Committee
meetings held during the year and the number of
meetings attended by each Director is set out below:
Engagement & Sales, Marketing &
Remuneration Nomination Communications
Board Audit Committee Committee Committee Committee
Number of meetings (4) (3) (1) (2) (4)
June Ang 4 3 1 2 4
Andrew Impey 4 3 1 2 4
Sian Hansen* 2 1 0 1 2
Nandita Sahgal 4 3 1 2 4
Robert Talbut 4 3 1 2 4
Edward Troughton 4 3 1 2 4
*Retired from the Board on 1 July 2025
Other ad hoc meetings of the Board and Committees were held in connection with the strategic review and other
specific events as and when necessary.
Succession Planning
The Nomination Committee considered the structure of
the Board, noting that Robert Talbut had served more
than nine years and recognising the need for progressive
refreshment; however, given the uncertainty arising from
the ongoing strategic review, the Committee
recommended that it would not be appropriate to
appoint a new director at this time. At the Board’s
request, Mr Talbut has agreed to remain on the Board
until the conclusion of the strategic review to ensure
continuity and stability during the process.
The Board has an approved succession planning policy
to ensure that (i) there is a formal, rigorous and
transparent procedure for the appointment of new
directors; and (ii) the Board is comprised of members
who collectively display the necessary balance of
professional skills, experience, length of service and
industry knowledge. The policy is reviewed annually
and at such other times as circumstances may require.
Policy on the Tenure of the Chair and other
Non-Executive Directors
The tenure of each independent, non-executive director,
including the Chair, is not ordinarily expected to exceed
nine years. It should be noted that, in practice, the date of
departure from the Board may be the date of the AGM
following this anniversary. However, the Board has agreed
that the tenure of the Chair may be extended provided
such an extension is conducive to the Board’s overall
orderly succession. The Board believes that this more
flexible approach to the tenure of the Chair is appropriate
in the context of the regulatory rules that apply to
investment companies, which ensure that the chair remains
independent after appointment, while being consistent
with the need for regular refreshment and diversity.
The Board acknowledges that the continued appointment of
the Senior Independent Director beyond nine years does not
accord with this policy; however, it considers the ongoing
strategic review to be an exceptional circumstance that justifies
this temporary departure in order to preserve consistent
oversight and governance until the process concludes.
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Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Appointments to the Board
The Nomination Committee considers annually the skills
possessed by the Directors and identifies any skill
shortages to be filled by new directors. The rules
governing the appointment and replacement of directors
are set out in the Company’s Articles of Association and
the aforementioned succession planning policy. Where
the Board appoints a new director during the year, that
director will stand for election by shareholders at the
next AGM. The minimum number of directors is two and
the maximum is seven. When considering new
appointments, the Board endeavours to ensure that it
has the capabilities required to be effective and oversee
the Company’s strategic priorities. This will include an
appropriate range, balance and diversity of skills,
experience and knowledge. The Company is committed
to ensuring that any vacancies arising are filled by the
best qualified candidates.
Board Diversity
The Board supports the principle of boardroom
diversity, of which gender and ethnicity are two
important aspects.
The Company’s policy is that the Board and its
committees should be comprised of directors with a
diverse range of skills, knowledge and experience and
that appointments to the Board should be made on
merit, against objective criteria, including diversity in its
broadest sense. The objective of the policy is to ensure
there is a broad range of approaches, backgrounds,
skills, knowledge and experience represented on the
Board. To this end, achieving a diversity of perspectives
and backgrounds on the Board is a key consideration in
any director search process. The Board encourages any
recruitment agencies it engages to find a diverse range
of candidates that meet the criteria agreed for each
appointment and, from the shortlist, aims to ensure that
a diverse range of candidates is brought forward for
interview.
The UK Listing Rules require companies to report
against the following diversity targets:
a) At least 40% of individuals on the board are women;
b) At least one of the senior board positions is held by
a woman; and
c) At least one individual on the board is from a
minority ethnic background.
In accordance with the UK Listing Rules, the Board has provided the following information in relation to its
diversity as at the year end.
Number of
Number of Senior
Board Percentage of Positions on
Members the Board the Board*
Men 3 60% Not applicable *
Women 2 40% – see note
Not specified/prefer not to say^ – –
^ Directors were also given the opportunity to indicate if there was an ‘other category’ they wished to specify.
Number of
Number of Senior
Board Percentage of Positions on
Members the Board the Board*
White British or other White
(including minority-white groups) 3 60%
Mixed/Multiple Ethnic Groups – –
Asian/Asian British 1 20% Not applicable *
Black/African/Caribbean/Black British – – – see note
Other ethnic group 1 20%
Not specified/prefer not to say – –
* The Listing Rules define ‘senior board positions’ as the roles of Chair, SID, CEO and CFO. This column is inapplicable as the Company is
externally managed and does not have executive management functions, specifically it does not have a CEO or CFO. The Chair of the Board and
the SID are currently both men. However, the Company considers that chairing the permanent sub-committees of the Board are senior roles in
an investment company context. Of the four permanent sub-committees of the Board, two are chaired by women: the Audit Committee and the
Engagement and Remuneration Committee.
38
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Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
The information above was obtained by asking the
Directors to complete a multiple choice form with the
options in the tables set out above. The form asked the
Directors to indicate how they should be categorised for
the purposes of these disclosures.
As an externally managed investment company, the
Company does not have the positions of CEO or CFO and
therefore, as permitted by the Listing Rules, it has not
reported against the second target as it is not applicable.
As shown in the tables, the Company had met both the
first and third targets at the year end.
Remuneration
The Directors’ Remuneration Report beginning on
page 51 sets out the levels of remuneration for each
Director and explains how Directors’ remuneration is
determined.
Frostrow Capital LLP
Company Secretary
30 April 2026
Corporate Governance continued
39
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Report of the
Directors
The Directors present this Annual Report on the affairs
of the Company together with the audited financial
statements and the Independent Auditor’s Report for
the year ended 31 January 2026.
Business and Status of the
Company
The Company is registered as a public limited company in
Scotland (Registered Number SC091052) and is an
investment company within the terms of Section 833 of
the Companies Act 2006 (the “Act”). Its shares are
admitted to the closed-ended investment funds category
of the FCA’s Official List and to trading on the main
market of the London Stock Exchange, which is a
regulated market as defined in Section 1173 of the Act.
The Company has been accepted as an investment trust
under Section 1158 of the Corporation Taxes Act 2010
and Part 2 Chapter 1 of Statutory Instrument
2011/2999. This approval relates to accounting periods
commencing on or after 1 February 2012. The
Directors are of the opinion that the Company has
conducted its affairs so as to be able to retain such
approval.
The Company is a member of the Association of
Investment Companies.
Alternative Performance Measures
The financial statements (on pages 61 to 73) set out the
required statutory reporting measures of the Company’s
financial performance. In addition, the Board assesses the
Company’s performance against a range of criteria which
are viewed as particularly relevant for investment trusts.
These measures are summarised on page 1 and explained
in greater detail in the Strategic Report, under the heading
‘Key Performance Indicators’ on pages 17 and 18. The
Directors believe that these measures enhance the
comparability of information between reporting periods
and aid investors in understanding the Company’s
performance.
As explained in the Half Year Report, the Company’s UK
inflation-linked performance objective was retired during
the year and replaced with a market-based comparator,
otherwise the measures used for the year under review
have remained consistent with the prior year.
Definitions of the terms used and the basis of their
calculation are set out in the Glossary beginning on
page 75.
Annual General Meeting
THE FOLLOWING INFORMATION TO BE DISCUSSED
AT THE FORTHCOMING ANNUAL GENERAL
MEETING IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION.
If you are in any doubt about the action you should
take, you should seek advice from your stockbroker,
bank manager, solicitor, accountant or other financial
adviser authorised under the Financial Services and
Markets Act 2000 (as amended). If you have sold or
transferred all of your ordinary shares in the Company,
you should pass this document, together with any
other accompanying documents, including the form of
proxy, at once to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the
sale or transfer was effected, for onward transmission
to the purchaser or transferee.
Resolutions relating to the following items of business
will be proposed at the Annual General Meeting to be
held on 7 July 2026.
Resolution 12 Authority to allot shares
Resolution 13 Authority to disapply pre-emption rights
Resolution 14 Authority to buy back shares
Resolution 15 Authority to hold General Meetings
(other than the AGM) on at least 14 clear days’ notice
The full text of the resolutions can be found in the
Notice of Annual General Meeting on pages 92 and 93.
Explanatory notes regarding the resolutions can be
found on pages 97 to 98.
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Results and Dividend
The results attributable to shareholders for the year are
shown on page 61. Details of the Company’s dividend
record can be found on page 3 and the dividend policy
is outlined in the Strategic Report on page 17.
A final dividend of 5.7p per ordinary share has been
proposed and, subject to shareholder approval, will be paid
on 10 July 2026 to shareholders on the register on
12 June 2026. The associated ex-dividend date is 11 June
2026.
Capital Structure
As at 31 January 2026, there were 114,262,507 ordinary
shares of 12.5p each (“shares”) in issue (2025:
120,588,386). All shares rank equally for dividends and
distributions. Each shareholder is entitled to one vote on
a show of hands and, on a poll, to one vote for every
share held. Details of the substantial shareholders in the
Company are listed on page 42.
At the start of the year under review, the Directors had
shareholder authority to issue up to 12,095,838 shares
on a non-pre-emptive basis and to buy back up to
17,761,662 shares in the market. At the Company’s
annual general meeting held on Monday, 1 July 2025,
these authorities expired and new authorities to allot up
to 11,840,838 shares (representing 10% of the
Company’s issued share capital) on a non-pre-emptive
basis and to buy back up to 17,749,417 shares
(representing 14.99% of the Company’s issued share
capital) were granted.
During the year, no new shares were issued (2025: nil).
6,325,879 shares were repurchased and then cancelled
during the year (2025: 370,000) and there are no
shares held in Treasury.
The powers to issue or buy back the Company’s shares
require the relevant resolution to be passed by
shareholders. Proposals for the renewal of the Board’s
authorities to issue and buy back shares are detailed in
the Notice of AGM beginning on page 92.
There are no restrictions concerning the transfer of
securities in the Company; no special rights with regard
to control attached to securities; no restrictions on
voting rights; no agreements between holders of
securities regarding their transfer known to the
Company; and no agreements which the Company is
party to that might affect its control following a
successful takeover bid.
Financial Instruments
The Company’s financial instruments comprise its
investment portfolio, cash balances, debtors and
creditors which arise directly from its operations such
as sales and purchases awaiting settlement, and
accrued income. The financial risk management
objectives and policies arising from its financial
instruments and the exposure of the Company to risk
are disclosed in note 14 to the financial statements,
beginning on page 70.
Principal Service Providers
Portfolio Manager
The Company’s investment portfolio has been managed
by First Sentier Investors (UK) IM Limited (“FSI”) since
1 July 2010. Stewart Investors, a semi-autonomous
investment team within FSI, managed the portfolio until
14 November 2025. On 12 November 2025, First
Sentier Group announced the closure of the Stewart
Investors business and the transition of their
investment management responsibilities to FSSA
Investment Managers, another semi-autonomous
investment team within FSI. FSI are engaged under the
terms of a Portfolio Management Agreement (the
“PMA”) effective from 24 March 2025 and amended by
side letter on 11 December 2025, which replaced two
previous agreements.
Under the terms of the PMA, FSI provide, inter alia, the
following services:
> seeking out and evaluating investment
opportunities;
> recommending the manner by which cash should be
invested, divested, retained or realised;
> advising on how rights conferred by the
investments should be exercised;
> analysing the performance of investments made;
> advising the Company in relation to trends, market
movements and other matters which may affect the
investment objective and policy of the Company;
and
> marketing and investor relations services.
During the year, the Board agreed a reduction in the
portfolio management fee, from a flat 0.85% per annum
of NAV to a fee based on the lower of the Company’s
market capitalisation and NAV, set at 0.75% per annum
on the first £500 million and 0.65% per annum
thereafter. The PMA is terminable on six months’ notice.
Protective notice was put in place on 11 December
2025, at the outset of the strategic review.
Report of the Directors continued
40
41
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Alternative Investment Fund Manager
Frostrow Capital LLP acts as the AIFM. It is an
independent provider of services to the investment
companies sector.
The Board resolved to appoint Frostrow Capital LLP as
the Company’s AIFM with effect from 30 April 2021 on
the terms and subject to the conditions of the
alternative investment fund management agreement
between the Company and Frostrow (the “AIFM
Agreement”). The AIFM Agreement assigns to Frostrow
overall responsibility to manage the Company, subject
to the supervision, review and control of the Board, and
ensures that the relationship between the Company
and Frostrow is compliant with the requirements of the
AIFMD. Frostrow, under the terms of the AIFM
Agreement provides, inter alia, the following services:
> risk management services;
> administrative and secretarial services;
> advice and guidance in respect of corporate
governance requirements;
> maintenance of the Company’s accounting records;
> preparation and dispatch of the annual and half
yearly reports; and
> ensuring compliance with applicable tax, legal and
regulatory requirements.
Under the AIFM Agreement, Frostrow receives a fixed
fee of £75,000 per annum plus 0.11% per annum of net
assets up to £250 million, plus 0.075% per annum of
net assets in excess of £250 million .
The AIFM Agreement is terminable on six months’
notice given by either party. Protective notice was put
in place on 19 December 2026, at the outset of the
strategic review.
Further details of the fees payable to FSI and Frostrow
Capital LLP during the year are set out in note 3 to the
financial statements on page 65.
Depositary and Custodian
The Board resolved to appoint J.P. Morgan Europe
Limited (the “Depositary”) as the Company’s depositary
in accordance with the AIFMD on the terms and subject
to the conditions of the depositary agreement between
the Company, Frostrow and the Depositary (the
“Depositary Agreement”), with effect from
30 April 2021.
The Depositary provides the following services, inter
alia, under its agreement with the Company:
> safekeeping and custody of the Company’s custodial
investments and cash;
> processing of transactions; and
> foreign exchange services.
The Depositary must take reasonable care to ensure
that the Company is managed in accordance with the
Financial Conduct Authority’s Investment Funds
Sourcebook, the AIFMD and the Company’s Articles of
Association.
Under the terms of the Depositary Agreement, the
Depositary is entitled to receive an annual fee of the
higher of £30,000 or 0.015% of the net assets of the
Company up to £150 million, 0.0125% of the net assets in
excess of £150 million and up to £300 million, 0.01% of
the net assets in excess of £300 million and up to
£500 million and 0.005% of the net assets in excess of
£500 million.
The Depositary has delegated the custody and
safekeeping of the Company’s assets to JPMorgan
Chase Bank N.A., London branch under a Global
Custody Agreement. Custody fees are charged
according to the jurisdiction in which the holdings are
based. Variable transaction fees are also chargeable.
The notice period on the Depositary Agreement is
90 days if terminated by the Company and 120 days if
terminated by the Depositary.
Portfolio Manager and AIFM Evaluation and
Re‑Appointment
The review of the performance of FSI as the Portfolio
Manager and Frostrow Capital LLP as AIFM, Company
Secretary and Administrator is a continuous process
carried out by the Board and the Engagement and
Remuneration Committee (the “ERC”), with a formal
evaluation being undertaken each year. As part of this
process, the Board monitors the services provided by
the Portfolio Manager and the AIFM and receives
regular reports and views from them. The Board also
receives comprehensive performance measurement
reports to enable it to review both relative and absolute
performance.
During the year, the Board agreed with FSI (trading, at
the time, as Stewart Investors) a reduction in the
portfolio management fee, as set out above. The Board
also introduced a three-year performance-related
tender offer for up to 25% of the Company’s issued
share capital.
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
42
Report of the Directors continued
Following First Sentier Group’s decision to close the
Stewart Investors business and the Directors’
subsequent shareholder consultation, the Board
launched a strategic review on 11 December 2025,
inviting proposals for the future of the Company from
investment managers and other investment companies
with similar mandates.
As a result, the ERC’s formal review of the Portfolio
Manager’s and the AIFM’s continuing appointments
was superseded by the strategic review, and the ERC
was not able to make a recommendation to the Board
at its meeting in January 2026. Please refer to the
Chair’s Statement beginning on page 4 for further
details of the strategic review.
Directors
Directors’ and Officers’ Liability Insurance Cover
Directors’ and officers’ liability insurance cover was
maintained by the Board during the year ended
31 January 2026 and to the date of this report. It is
intended that this cover will continue for as long as
necessary.
Directors’ Indemnities
As at the date of this report, a deed of indemnity has
been entered into by the Company and each of its
Directors under which the Company has agreed to
indemnify each Director, to the extent permitted by law,
in respect of certain liabilities as a result of carrying out
his or her role as a Director of the Company.
Each Director is indemnified against the costs of
defending any criminal or civil proceedings or any claim
by the Company or a regulator as they are incurred
provided that where the defence is unsuccessful the
Director must repay those defence costs to the
Company. The indemnities are qualifying third party
indemnity provisions for the purposes of the Companies
Act 2006.
A copy of each deed of indemnity is available for
inspection at Frostrow’s offices during normal business
hours and will be available for inspection at the AGM.
Articles of Association
Amendment of the Company’s Articles of Association
requires a special resolution to be passed by
shareholders.
The Directors have not proposed any changes to the
Articles of Association this year.
Substantial Interests in Share
Capital
As at 31 January 2026 the Company had been notified of
th e follow ing sub sta ntial inter es t s in th e Co mp any ’s votin g
rights:
Number of
shares %
held held
City of London 16,074,568 14.1
Rathbones 12,374,668 10.2
Evelyn 11,175,181 9.8
These disclosures reflect those shareholders that have
notified the Company of a substantial interest in its
shares when they have crossed certain thresholds and
may not reflect their current holdings. The table does
not reflect the full range of investors in the Company.
The shareholder register is principally comprised of
private wealth managers and retail investors who own
their shares through a variety of online platforms. A
profile of the Company’s ownership is shown on
page 90.
After the year end, on 9 February 2026, City of London
notified the Company that they held 17,165,568 shares
(15.0%) in the Company, on 18 February 2026, they
notified the Company that their holding had increased
to 18,375,568 shares (16.1%), on 20 March 2026 they
notified the Company that their holding had increased
to 19,472,422 shares (17.0%), and on 20 April 2026 they
notified the Company that their holding had increased
to 20,621,258 shares (18.0%). On 16 February 2026,
RBC Europe notified the Company that they held
5,538,674 shares (4.8%) in the Company. On 10 April
2026, 1607 Capital Partners notified the Company that
they held 5,641,217 shares (4.9%) in the Company and
on 22 April 2026 they notified the Company that they
held 5,749,214 (5.0%) shares in the Company. At the
date of this report, there had been no other substantial
interests or changes to substantial interests notified to
the Company.
Beneficial Owners of Shares –
Information Rights
The beneficial owners of shares who have been
nominated by the registered holder of those shares to
receive information rights under Section 146 of the
Companies Act 2006 are required to direct all
communications to the registered holder of their shares
rather than to the Company’s registrar, Equiniti, or to
the Company directly.
43
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Modern Slavery Act 2015
The Company does not provide goods or services in the
normal course of business, and as a financial investment
vehicle, does not have customers. Therefore, the
Directors do not consider that the Company is required
to make a statement under the Modern Slavery Act
2015 in relation to slavery or human trafficking.
The Company’s suppliers are typically professional
advisers and the Company’s supply chains are
considered to be low risk in this regard.
Anti-Bribery and Corruption Policy
The Board has adopted a zero tolerance approach to
instances of bribery and corruption. Accordingly,
it expressly prohibits any Director or associated
persons when acting on behalf of the Company, from
accepting, soliciting, paying, offering or promising to
pay or authorise any payment, public or private, in the
United Kingdom or abroad to secure any improper
benefit for themselves or for the Company.
The Board applies the same standards to its service
providers in their activities for the Company.
A copy of the Company’s Anti Bribery and Corruption
Policy can be found on its website at
www.pacific-assets.com. The policy is reviewed
annually by the Audit Committee.
Prevention of the Facilitation of
Tax Evasion
In response to the implementation of the Criminal
Finances Act 2017, the Board adopted a zero-tolerance
approach to the criminal facilitation of tax evasion.
A copy of the Company’s policy on preventing the
facilitation of tax evasion can be found on the
Company’s website www.pacific-assets.com. The policy
is reviewed annually by the Audit Committee.
Global Greenhouse Gas Emissions
The Company is an investment trust, with no
employees or premises, nor has it any financial or
operational control of the assets it owns. It 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 Reports and Directors’ Reports) Regulations
2013 or the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report)
Regulations 2018, including those within the
Company’s underlying investment portfolio. The
Company consumed less than 40,000 kWh of energy
during the year and therefore is exempt from the
disclosures required under the Streamlined Energy and
Carbon Reporting criteria.
Political Donations
The Company has not made and does not intend to
make any political donations.
Corporate Governance
The Corporate Governance report, which includes the
Company’s corporate governance policies and forms
part of the Report of the Directors, is set out on
pages 39 to 43.
Common Reporting Standard (“CRS”)
CRS is a global standard for the automatic exchange of
information commissioned by the Organisation for
Economic Cooperation and Development and
incorporated into UK law by the International Tax
Compliance Regulations 2015. CRS requires the
Company to provide certain additional details to HMRC
in relation to certain shareholders. The reporting
obligation began in 2016 and is an annual requirement.
The Registrar, Equiniti, has been engaged to collate
such information and file the reports with HMRC on
behalf of the Company.
UK Sanctions
The Board has made due diligence enquiries of the
service providers that process the Company’s
shareholder data, to ensure the Company’s compliance
with the UK sanctions regime. The relevant service
providers have confirmed that they check the
Company’s shareholder data against the UK sanctions
list on a daily basis. At the date of this report, no
sanctioned individuals had been identified on the
Company’s shareholder register. The Board notes that
stockbrokers and execution-only platforms also carry
out their own due diligence.
By order of the Board
Frostrow Capital LLP
Company Secretary
30 April 2026
44
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Statement
of Directors’
Responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under that
law they are required to prepare the financial
statements in accordance with United Kingdom
Generally Accepted Accounting Practice, including
FRS 102 ‘The Financial Reporting Standard applicable
in the UK and the Republic of Ireland’.
Under company law, the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Company and of the profit or loss of the Company
for that period. In preparing these financial statements,
the Directors are required to:
> select suitable accounting policies and then apply
them consistently;
> make judgements and accounting estimates that are
reasonable and prudent;
> state whether applicable UK Accounting Standards
have been followed, subject to any material
departures disclosed and explained in the financial
statements;
> prepare the financial statements on a going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
> prepare a directors’ report, a strategic report and a
directors’ remuneration report which comply with
the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities. The Directors are
responsible for ensuring that the Annual Report and
financial statements, taken as a whole, are fair,
balanced, and understandable and provide the
information necessary for shareholders to assess the
Company’s performance, business model and strategy.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and
Corporate Governance Statement which comply with
that law and those regulations.
The Directors are responsible for ensuring the Annual
Report and the financial statements are made available
on the Company’s website, which is maintained by the
Portfolio Manager. Financial statements are published
on the Company’s website in accordance with
legislation in the United Kingdom governing the
preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Disclosure of Information to the
Auditor
The Directors who held office at the date of approval of
this report confirm that, so far as they are each aware,
there is no relevant audit information of which the
Company’s auditor is unaware; and each Director has
taken all the steps that he/she might reasonably be
expected to have taken as a Director to make himself/
herself aware of any relevant audit information and to
establish that the Company’s auditor is aware of that
information.
45
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Responsibility Statement of the
Directors in respect of the Annual
Financial Report
We confirm that to the best of our knowledge:
> the financial statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and the return of the Company for
the year ended 31 January 2026; and
> the Annual Report includes a fair review of the
development and performance of the business and
the financial position of the Company, together with
a description of the principal risks and uncertainties
that they face.
We consider the Annual Report, taken as a whole, is
fair, balanced and understandable and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy.
On behalf of the Board
Andrew Impey
Chair
30 April 2026
46
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Audit Committee
Report
Composition
The Committee comprises all of the Company’s
independent non-executive Directors. As a result,
the Committee comprises the whole Board. The
Committee believes it is appropriate for the Chair of the
Board to be a member of the Audit Committee on
account of his relevant sector experience.
The experience of the Committee members can be
assessed from the Directors’ biographies set out on
pages 28 and 29 but we consider that we have recent
and relevant financial experience and that the
Committee as a whole has competence relevant to the
investment trust sector.
Role and Responsibilities
A comprehensive description of the Committee’s role,
its duties and responsibilities, can be found in its terms
of reference, which are available on the Company’s
website www.pacific-assets.com.
Introduction from the Chair
As Chair of the Audit Committee, I am pleased to present
my second Audit Committee Report, for the year ended
31 January 2026, to shareholders.
Significant Matters Considered by the Audit Committee During the Year
Significant Reporting Matter How the matter was addressed
Valuation of Investments The Audit Committee received assurances, in the form of
representations from Frostrow and the review of control reports,
that the valuation of assets had been carried out in accordance
with the adopted accounting policies set out in note 8 on page 69.
Existence and Ownership of
Investments
The Committee received assurance that all investment holdings
and cash/deposit balances had been agreed by Frostrow to an
independent confirmation from the Custodian or relevant bank,
throughout the year. The Committee reviewed the internal controls
reports of Frostrow, First Sentier Group and JP Morgan.
47
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Significant Reporting Matter How the matter was addressed
Annual Report and Financial Statements The Board asked the Audit Committee to confirm that, in its
opinion, the Annual Report taken as a whole is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company’s financial position,
performance, business model and strategy. In doing so, the
Committee considered:
> the comprehensive control framework around the production of the
Annual Report, including the process in place to verify the factual
content;
> the detailed levels of review that were undertaken in the
production process, by Frostrow and by the Committee; and
> the internal control environment as operated by First Sentier
(the Portfolio Manager), Frostrow (the AIFM), JP Morgan (the
Custodian and Depositary) and other service providers.
Other Reporting Matters
Audit Regulation
The Committee has not had to consider any new audit
regulations in the past year. It has, however, taken note
of reporting guidance and thematic reviews published
by the FRC and determined how to apply any relevant
best practice to the Company’s reporting. The
Committee also reviews the outcomes of the FRC’s
annual Audit Quality Reviews and discusses the
findings with our Auditor.
Material Controls
With effect for accounting periods beginning on or
after 1 January 2026, listed investment companies will
need to comply with the updated provision 34 of the
AIC Code of Corporate Governance, which deals with
Board monitoring of controls. The provision mirrors
updates made to the UK Corporate Governance Code.
During the year, the Committee took steps to ensure
the Board would be able to address the new
requirements by revisiting the Company’s risk
landscape and internal controls environment and
reflecting on its appropriateness, applicability and
relevance.
Recognition of Revenue from Investments
Frostrow confirmed to the Committee, as in previous
years, that all dividends received had been accounted
for correctly. It was noted that there was an
appropriate segregation of duties between Frostrow
and JP Morgan.
Accounting Policies
The Committee ensured that the accounting policies set
out in the notes to the financial statements were applied
consistently throughout the year. In light of there being
no unusual transactions during the year or other possible
reasons, there were no changes to these policies.
Going Concern
The Audit Committee, at the request of the Board,
considered the ability of the Company to adopt the going
concern basis for the preparation of the financial
statements. Having reviewed the Company’s financial
position and notwithstanding the material uncertainty
posed by the strategic review, the Committee is satisfied
that it is appropriate for the Board to prepare the financial
statements for the year ended 31 January 2026 on a
going concern basis for the reasons set out on page 23.
The Committee’s review of the Company’s financial
position included consideration of the cash position;
the diversification of the portfolio; and an analysis of
portfolio liquidity, which estimated liquidation of c.90%
of the portfolio within two weeks (based on current
market volumes with 20% participation). Stress testing
was also conducted as described below. Further
information is provided on page 64.
Viability Statement
The Committee considered, again on behalf of the
Board, the longer-term viability of the Company in
connection with the Board’s statement in the Strategic
Report (see page 23). The Committee reviewed the
Company’s financial position (including its cash flows
and liquidity position), the principal risks and
uncertainties and the results of stress tests.
48
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
The stress tests modelled the impact of one or more of the
principal risks occurring. The tests assumed substantial falls
in the Company’s NAV and reductions in the liquidity of the
portfolio and then modelled the effect this would have on
the Company’s expenses and the Company’s ability to meet
its liabilities as they fell due. Further details of the stress tests
and the scenarios considered are provided in note 1 to the
financial statements. Based on the results of these tests the
Committee concluded that, assuming the Company
continues in its current form, it was reasonable for the Board
to expect that the Company would be able to continue in
operation and meet its liabilities as they fall due over the next
three financial years.
Internal Controls and Risk Management
The Committee reviewed and monitored the Company’s
risk management and internal control framework
throughout the year, as described on pages 32 and 33.
The Committee concluded that there were no
significant control weaknesses or other issues that were
required to be brought to the attention of the Board;
there were no changes to the Company’s risk
management processes during the year and no
significant failings or weaknesses in the internal
controls framework were identified.
Accordingly, the Committee is satisfied that
appropriate systems have been in place for the year
under review.
Half Year Report
The Committee reviewed the Half Year Report
including the unaudited financial statements, to ensure
that the accounting policies were consistent with those
applied in the annual financial statements and that the
report met the requirements of the FCA’s Disclosure
Guidance and Transparency Rules.
Depositary
During the year, the Committee reviewed reports from
the Depositary on their regulatory oversight and due
diligence duties. Nothing material was brought to the
attention of the Committee; no breaches or pricing
errors were reported during the year.
Investment Trust Status
The Committee sought and received confirmation from
Frostrow that the Company continues to comply with
Section 1158 of the Corporation Tax Act 2010, so that
its status as an investment trust is maintained.
Withholding Tax
The Committee monitored the reclamation of
withholding tax, receiving updates from Frostrow on the
process and the appointment of specialist local agents.
In the year under review, Grant Thornton LLP provided
services to the Company as tax agents in Taiwan, Ernst
& Young in India and S.F. Ahmed & Co. in Bangladesh.
Taxation
As an investment trust, the Company is generally not
subject to UK tax on capital gains. However Indian
capital gains tax arises on the sale of Indian securities
(see note 5 to the financial statements on page 66 for
further information). The Committee has been
monitoring the provision for Indian capital gains tax
arising on the unrealised gains on Indian securities, which
has reduced to £5,423,000 as at 31 January 2026 (2025:
£13,645,000), receiving regular updates on the position.
A local tax specialist (Ernst & Young LLP) has been
appointed to ensure that tax returns and any tax due are
calculated accurately and in line with the relevant
legislation.
Internal Audit
The Committee considered whether there was a need
for the Company to have an internal audit function.
As the Company delegates its day-to-day operations to
third parties and has no employees, the Committee
concluded that there was no such need.
Other Activities During the Year
In addition to carrying out its principal duties, the
Committee also reviewed:
> the Committee’s terms of reference;
> the Company’s policy on the engagement of the
external auditor for non-audit services;
> the Company’s policy on former employees of the
Company’s Auditor, Portfolio Manager or AIFM
joining the Board;
> compliance reports submitted by Frostrow and First
Sentier;
> First Sentier’s list of approved brokers, commission
rates and the amount of commission paid by the
Company throughout the year;
> the Company’s anti-bribery and corruption policy;
> the Company’s commitment to the prevention of
the criminal facilitation of tax evasion; and
> the Company’s audit tender guidelines.
Audit Committee Report continued
49
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
External Auditor
Appointment and Tenure
BDO LLP (“BDO”) was the Auditor for the financial year
and this was their sixth audit of the Company.
Jamie Smith was the audit partner for the financial year
under review and this was his first audit of the
Company, the previous audit partner having completed
his fifth and final audit last year, in accordance with
audit regulations.
As a public company listed on the London Stock
Exchange, the Company is subject to mandatory audit
firm rotation requirements, which would require an
audit tender to take place no later than 2030. The
Committee assesses annually whether an earlier audit
tender would be in shareholders’ interests, taking into
account audit quality, auditor independence and value
for money. The Committee has concluded that an earlier
tender is not warranted at this time; we are satisfied that
the auditor’s independence, objectivity and
effectiveness have been maintained and that the
continuity provided by the incumbent auditor and its
strong understanding of the Company’s operations
support an effective and efficient audit process.
The Audit
The Committee reviewed BDO’s audit plan on
25 September 2025. The review considered, inter alia,
the scope of the audit, the level of materiality, the audit
risks identified by BDO, the Auditor’s approach to
testing the portfolio, and pertinent regulatory
developments. No modifications were required to the
audit approach. The Committee met with BDO on
18 March 2026 to discuss the progress of the audit
and the draft Annual Report. The Committee then met
BDO on 22 April 2026 to review formally the outcome
of the audit.
The Auditor was provided with an opportunity to meet
with the Committee without the AIFM or the Portfolio
Manager being present. No concerns were raised by the
Auditor or the Audit Committee in relation to the service
provided by the AIFM, the Portfolio Manager, or any
other third-party service provider. There were no
material or significant adverse matters brought to the
Audit Committee’s attention in respect of the
2026 audit, which should be brought to shareholders’
attention.
Remuneration
The Committee approved a fee of £50,400 for the audit
of the year ended 31 January 2026 (2025: £48,000).
This represents an increase of 5.0% compared with the
previous year’s fee.
Independence and Effectiveness
The Committee evaluated the independence of the
Auditor and the effectiveness of the external audit. In
order to fulfil this responsibility, the Committee
reviewed:
> the senior audit personnel in the audit plan, in order
to ensure that there were sufficient, suitably
experienced staff with knowledge of the investment
trust sector working on the audit;
> the steps the Auditor takes to ensure its
independence and objectivity;
> the statement by the Auditor that they remain
independent within the meaning of the relevant
regulations and their professional standards;
> the audit quality review results published by the
FRC and BDO’s response to the findings;
> the extent of any non-audit services provided by
the Auditor (there were none during the year under
review);
> the Company’s policy on former employees of the
Auditor (and other service providers) joining the
Board;
> the Auditor’s fulfilment of the agreed audit plan,
including their ability to communicate with
management and to resolve any issues promptly and
satisfactorily;
> the presentation of the audit findings including, in
particular, the Auditor’s commentary on the
Company’s system of internal controls and the audit
partner’s response to questions from the
Committee; and
> feedback from BDO and Frostrow as the AIFM and
Company Secretary on their working relationship.
The Committee is satisfied with the Auditor’s
independence and the effectiveness of the audit. The
Committee recommended to the Board, and the Board
subsequently resolved, that it be recommended to
shareholders that BDO be reappointed as the Company’s
external auditor for another year. BDO’s re-appointment
is subject to shareholder approval at the next AGM to be
held in July and details can be found in the Notice of
AGM beginning on page 92.
50
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Non-Audit Services
BDO LLP did not carry out any non-audit work during
the year. Pursuant to the Company’s non-audit services
policy, the Committee is required to approve the
engagement of the Auditor for any non-audit work.
A copy of the Company’s non-audit services policy can
be found on the Company’s website at
www.pacific-assets.com.
Effectiveness of the Committee
The Committee’s performance over the past year was
reviewed as part of the annual Board evaluation. The
evaluation considered the composition of the
Committee and the efficacy of Committee meetings, as
well as assessing the Committee’s role in monitoring
and overseeing the Company’s financial reporting and
accounting, risk management and internal controls,
compliance with corporate governance regulations and
the assessment of the external audit.
I am pleased to confirm that the evaluation result was
positive and no matters of concern or requirements for
change were identified.
Nandita Sahgal FCA
Chair of the Audit Committee
30 April 2026
Audit Committee Report continued
51
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Directors’
Remuneration
Report
The law requires the Auditor to audit certain disclosures
in this report. Where disclosures have been audited, they
are indicated as such and the audit opinion is included in
the Auditor’s report to shareholders on pages 54 to 59.
The Engagement & Remuneration Committee considers
the framework for the remuneration of the Directors.
It reviews the ongoing appropriateness of the Company’s
remuneration policy and the individual remuneration of
Directors by reference to the activities of the Company
and in comparison with other companies of a similar
structure and size. This is in line with the AIC Code.
The simple fee structure reflects the non-executive
nature of the Board, which itself reflects the Company’s
business model as an externally managed investment
trust. Accordingly, statutory requirements relating to
executive directors’ and employees’ pay do not apply.
The Engagement and Remuneration Committee met
once during the year and, in light of the ongoing strategic
review, agreed that there should be no change to
Directors’ annual fees for the year ending 31 January
2027. The fees for the current year and the annual
percentage change in directors’ fee rates over the past
five years are shown in the table below.
Directors’ Fees
The Directors as at the date of this report received the
fees listed in the table on page 52. These exclude
employer’s national insurance contributions,
if applicable. No other forms of remuneration were
received by the Directors and so fees represent the
total remuneration of each Director.
No communications have been received from
shareholders regarding Directors’ remuneration and no
remuneration consultants were engaged during the year.
The Company’s Articles of Association provide that
Directors are entitled to be reimbursed for reasonable
expenses incurred by them in connection with the
performance of their duties and attendance at Board
and General Meetings.
Under HMRC guidance, travel expenses and other out of
pocket expenses may be considered as taxable benefits
for the Directors. Where expenses reimbursed to the
Directors are classed as taxable under HMRC guidance,
they are shown in the taxable expenses column of the
Directors’ remuneration table overleaf and include the
associated tax liability settled by the Company.
Statement from the Chair
As Chair of the Engagement and Remuneration Committee,
I am pleased to present the Directors’ Remuneration Report to
shareholders. The Directors’ Remuneration Report is subject to
an annual advisory vote and therefore an ordinary resolution
for the approval of this report will be put to shareholders at the
Company’s forthcoming Annual General Meeting.
Annual Percentage Change in Directors’ Remuneration
2027 2026 2025 2024 2023
Fee Level Fee Level Fee Level Fee Level Fee Level
(per annum) (per annum) (per annum) (per annum) (per annum)
Board Role (projected)
Chair £48,000 £48,000 £46,500 £44,000 £42,000
– +3.2% +5.7% +4.8% +3.7%
Audit Chair £41,200 £41,200 £40,000 £37,000 £35,000
– +3.0% +8.1% +5.7% +4.5%
Senior Independent Director
1
£36,000 £36,000 £35,000 N/A N/A
– +2.9% – – –
Director £34,500 £34,500 £33,500 £31,500 £30,000
– +3.0% +6.3% +5.0% +3.4%
1
An additional fee was awarded to the Senior Independent Director with effect from 1 February 2024.
52
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Loss of Office
Directors do not have service contracts with the
Company but are engaged under letters of
appointment. These specifically exclude any
entitlement to compensation upon leaving office for
whatever reason.
Relative Cost of Directors’
Remuneration
The bar chart below shows the comparative cost of
Directors’ fees compared with the level of dividend
distribution and Company expenses for the years
ended 31 January 2025 and 2026.
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1
Directors’ Interests in Shares
(audited)
The Directors’ interests in the share capital of the
Company at the year end are shown in the table below:
Number of shares held
31 January 31 January
2026 2025
June Ang Beneficial 10,000 –
Andrew Impey Beneficial 20,000 17,000
Nandita Sahgal Beneficial 1,426 1,426
Robert Talbut Beneficial 9,611 9,611
Edward Troughton Beneficial 18,357 18,357
There were no changes in the Directors’ interests from
the year end to the date of this report. The Directors are
not required to own shares in the Company.
Directors’ Remuneration for the Year (audited)
The Directors who served in the year received the following remuneration:
Total Total
Fixed Taxable Remun- Fixed Taxable Remun-
Date of Fees Expenses eration Fees Expenses eration
Appointment 2026 2026 2026 2025 2025 2025
to the Board £ £ £ £ £ £
June Ang 26 September 2024 34,500 – 34,500 11,553 – 11,553
Sian Hansen* 3 August 2015 14,508 – 14,508 33,500 – 33,500
Andrew Impey 1 August 2022 48,000 – 48,000 46,500 – 46,500
Nandita Sahgal 1 January 2024 41,200 – 41,200 37,323 – 37,323
Robert Talbut 23 September 2016 36,000 305 36,305 35,000 100 35,100
Edward Troughton 18 December 2019 34,500 569 35,069 33,500 – 33,500
208,708 874 209,582 215,118 100 215,218
*Retired from the Board on 1 July 2025
Directors’ Remuneration Report continued
53
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Total Shareholder Return for the
Ten Years to 31 January 2026
MSCI All Country Asia ex Japan (total return, sterling adjusted) (+175.0%)
Share Price Total Return (+116.7%)
80
10
0
12
0
14
0
16
0
18
0
20
0
22
0
24
0
26
0
28
0
Jan
16
Jan
17
Jan
19
Jan
22
Jan
18
Jan
21
Jan
20
Jan
23
Jan
24
Jan
25
Ja
n
26
Source: Morningstar
Rebased to 100 as at 31 January 2016
In accordance with statutory reporting requirements,
the Directors’ Remuneration Report is required to
compare the Company’s share price total return with
that of a market index. The Board has identified the
MSCI All Country Asia ex Japan Index measured on a
total return, sterling adjusted basis as a suitable
comparator for the Company’s performance.
Approval
A resolution to approve the Directors’ Remuneration
Report for the year ended 31 January 2025 was put to
shareholders at the AGM held on 1 July 2025. Of the
proxy votes cast, 50,198,131 (99.6%) were in favour and
192,225 (0.4%) were against. 35,213 votes were
withheld.
A resolution to approve the Directors’ Remuneration
Policy was last put to shareholders at the AGM held on
3 July 2023. Of the proxy votes cast, 40,599,004 (99.8%)
were in favour and 66,555 (0.2%) were against. 18,010
votes were withheld.
Directors’ Remuneration Policy
The Remuneration Policy provides that fees payable to
the Directors should reflect the time spent by the
Board on the Company’s affairs and the responsibilities
borne by the Directors. Remuneration should be
sufficient to enable candidates of a high calibre to be
recruited. Directors are remunerated in the form of
fees payable monthly in arrears, paid to the Director
personally. There are no long-term incentive schemes,
bonuses, share option schemes or pension
arrangements and the fees are not specifically related
to the Directors’ performance, either individually or
collectively. The Company does not have any
employees.
None of the Directors has a service contract. The terms
of their appointment provide that Directors shall be
subject to election at the first AGM after their
appointment and to annual re-election thereafter. The
terms also provide that a Director may be removed
without notice and that compensation will not be due
on leaving office.
The Directors’ Remuneration Policy is subject to a
binding shareholder vote every three years. It was last
approved at the AGM held in 2023 and it is therefore
recommended to shareholders at the AGM in July.
There were no changes to the Remuneration Policy
during the year and no changes are proposed for the
year ending 31 January 2027. If the Directors propose
to vary the Remuneration Policy, shareholder approval
for the new policy will be sought at a general meeting.
The Committee and the Board review the
Remuneration Policy annually to ensure that it remains
appropriate.
Limit on Directors’ Remuneration
The remuneration for the non-executive Directors is
determined within the limits set out in the Company’s
Articles of Association. The present limit is £300,000
in aggregate per annum.
June Ang
Chair of the Engagement & Remuneration Committee
30 April 2026
54
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Independent
Auditor’s Report
to the Members of Pacific Assets Trust plc
Report on the audit of the financial
statements
Opinion
In our opinion the financial statements:
> give a true and fair view of the state of the
Company’s affairs as at 31 January 2026 and of its
loss for the year then ended;
> have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
> have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Pacific Assets
Trust plc (the ‘Company’) for the year ended 31 January
2026 which comprise the Income Statement, the
Statement of Changes in Equity, the Statement of Financial
Position and notes to the financial statements, including a
summary of significant accounting policies. The financial
reporting framework that has been applied in their
preparation is applicable law and United Kingdom
Accounting Standards, including Financial Reporting
Standard 102, The Financial Reporting Standard applicable
in the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for
our opinion.
Independence
We remain independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting
our audit.
Material uncertainty related to going concern
We draw attention to Note 1(a) to the financial
statements, which indicates that the Board has initiated
a strategic review of the future of the Company and that
the outcome and the subsequent impact on the future of
the Company are unknown at the date of these financial
statements. As stated in Note 1(a), these events or
conditions, along with others as set forth in Note 1(a),
indicate that a material uncertainty exists that may cast
significant doubt on the Company’s ability to continue as
a going concern. The financial statements do not include
any adjustments that would be necessary if the
Company were unable to continue as a going concern.
Our opinion is not modified in respect of this matter.
Given the material uncertainty noted above and our
assessment, we considered going concern to be a key
audit matter.
Our evaluation of the Directors’ assessment of the
Company’s ability to continue to adopt the going
concern basis of accounting and in response to the key
audit matter included:
> Obtaining an understanding of the Directors’
method of assessing going concern in light of
economic and market conditions, by assessing and
challenging the information used by the Directors in
completing their assessment;
> Evaluating the sensitivity analysis applied by the
Directors in their going concern assessment
including the impact of a significant reduction in the
fair value of investments;
> Assessing the appropriateness of the Directors’
assumptions and judgements made in their base
case and stress tested scenarios by agreeing key
inputs to supporting evidence, assessing the
reasonableness of assumptions against historical
trends and evaluating the level of available cash and
liquid assets under both base and stress case
scenarios relative to forecasted outflows;
> Challenging the Directors’ assumptions and
judgements made in their forecasts by performing an
independent analysis of the liquidity of the portfolio;
55
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
> Obtaining and reviewing the Directors’ assumptions
around shareholder approval and rationale for
concluding going concern remains appropriate;
> Inspecting board and committee meeting minutes
and papers relating to the strategic review and
confirming the status of completion; and
> Assessing the completeness and accuracy of
disclosures in the financial statements relating to
going concern to assess whether they are consistent
with the Company’s circumstances.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate
to adopt the going concern basis of accounting in
preparing the financial statements.
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 responsibilities and the responsibilities of the
Directors with respect to going concern are described
in the relevant sections of this report.
Overview
2026 2025
Key audit
matters
Valuation and ownership
of quoted investments
Going concern
Materiality Company financial statements as a whole
£4.71m (2025: £5.04m) based on 1%
(2025: 1%) of net assets
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of
the Company and its environment, the applicable
financial reporting framework and the system of
internal control. We identified and assessed the risks of
material misstatement of the financial statements. We
then applied professional judgement to focus our audit
procedures on the areas that posed the greatest risk of
material misstatement to the financial statements. We
continually assessed risks throughout our audit, revising
the risks where necessary, with the aim of reducing the
risk of material misstatement to an acceptable level, to
provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed risks
of material misstatement (whether or not due to fraud)
that we identified, including those which had the
greatest effect on: the overall audit strategy, the
allocation of resources in the audit, and directing the
efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.
In addition to the matter described in the material
uncertainty related to going concern section of our
report, we have determined the matter described below
to be the key audit matter to be communicated in
our report.
56
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and
ownership of
quoted
investments
(Note 8 to the
financial
statements)
The investment portfolio at the
year-end comprised quoted
equity investments held at fair
value through profit or loss.
We considered the valuation and
ownership of investments to be a
significant audit area as
investments represent the most
significant balance in the financial
statements and underpins the
principal activity of the Company.
While we do not consider the
valuation of quoted investments
to involve a significant degree of
estimation or judgement, there is
a risk that the prices used for the
quoted investments held by the
Company may not reflect their
fair value at the year end.
Additionally, in relation to
ownership and recording, there is
a risk of error in the recording of
quoted investment holdings
which could result in the
incorrect recognition of
investments by the Company.
For these reasons, and due to the
materiality of the balance in the
context of the financial statements
as a whole, we consider this to be
a Key Audit Matter.
We responded to this mater by testing the valuation and
ownership of 100% of the quoted investments by
performing the following procedures:
> Checked that the year-end bid price has been used by
agreeing to externally quoted prices;
> Recalculated the valuation by multiplying the number
of shares held (as per the statement independently
obtained from the custodian), by the price per share;
> Assessed whether there were any contra indicators,
such as liquidity considerations, that could suggest the
bid price was not the most appropriate measure of fair
value by considering the realisation period for individual
holdings; and
> Obtained direct confirmation of the number of equity
shares held from the custodian.
Key observations:
Based on our procedures performed, we did not identify
any matters to suggest that the valuation or ownership of
the quoted equity investments were not appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use
a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Independent Auditor’s Report continued
57
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Based on our professional judgement, we determined materiality for the financial statements as a whole and
performance materiality as follows:
Company financial statements
2026
£m
2025
£m
Materiality 4.71 5.04
Basis for determining
materiality
1% of net assets
Rationale for the
benchmark applied
As an investment trust, the net asset value is the key measure of
performance for users of the financial statements.
Performance materiality 3.53 3.78
Basis for determining
performance materiality
75% of materiality
Rationale for the percentage
applied for performance
materiality
The level of performance materiality applied was set after having
considered a number of factors including the expected total value of
known and likely misstatements and the level of transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would
report to them individual audit differences in excess of
£235,000 (2025: £250,000). We also agreed to report
differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The
other information comprises the information included in the
Annual Report other than the financial statements and our
auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except
to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears
to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we
are required to determine whether this gives rise to a
material misstatement in the financial statements
themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules sourcebook requires us to review
the Directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of
the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit.
Going concern and longer-term viability
> The Directors’ statement with regards to the
appropriateness of adopting the going concern basis
of accounting and any material uncertainties
identified set out on page 23; and
> The Directors’ explanation as to their assessment of
the Company’s prospects, the period this
assessment covers and why the period is
appropriate set out on page 23; and
> The Directors’ statement on whether they have a
reasonable expectation that the Company will be
able to continue in operation and meet its liabilities
set out on page 23.
Other Code provisions
> Directors’ statement on fair, balanced and
understandable set out on page 47;
> Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out on page 19;
> The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on pages 32 and 33;
and
> The section describing the work of the audit
committee set out on pages 46 to 50.
58
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Other Companies Act 2006 reporting
Based on the responsibilities described below and our
work performed during the course of the audit, we are
required by the Companies Act 2006 and ISAs (UK) to
report on certain opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the
course of the audit:
> the information given in the Strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
> the Strategic report and the Directors’ report have
been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
the audit, we have not identified material misstatements
in the strategic report or the Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Matters on which we are required to report by exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
> adequate accounting records have not been kept, or
returns adequate for our audit have not been
received from branches not visited by us; 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; or
> certain disclosures of Directors’ remuneration
specified by law are not made; or
> we have not received all the information and
explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for
such internal control as the Directors determine is
necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free
from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users
taken on the basis of these financial statements.
However, the primary responsibility for the prevention
and detection of fraud rests with both Those Charged
with Governance of the Company and management.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
> Our understanding of the Company and the
industry in which it operates;
> Discussion with the Investment Manager, Administrator
and Those Charged with Governance; and
> Obtaining an understanding of the Company’s
policies and procedures regarding compliance with
laws and regulations.
We considered the significant laws and regulations to be
the Companies Act 2006, the FCA’s UK Listing and
Disclosure Guidance and Transparency Rules, the
principles of the AIC Code of Corporate Governance,
industry practice represented by the AIC SORP, the
applicable accounting framework, and qualification as an
Investment Trust under UK tax legislation as any non-
compliance of this would lead to the Company losing
various deductions and exemptions from corporation tax.
Our procedures in respect of the above included:
> Agreement of the financial statement disclosures to
underlying supporting documentation;
> Enquiries of the Investment Manager, Administrator
and Those Charged with Governance relating to the
Independent Auditor’s Report continued
59
Governance
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
59
existence of any non-compliance with laws
and regulations;
> Reviewing minutes of meetings of Those Charged
with Governance throughout the period for
instances of non-compliance with laws and
regulations; and
> Reviewing the calculation in relation to Investment
Trust compliance to check that the Company was
meeting its requirements to retain their Investment
Trust status.
Fraud
We assessed the susceptibility of the financial
statements to material misstatement including fraud.
Our risk assessment procedures included:
> Enquiry with the Investment Manager, Administrator
and Those Charged with Governance regarding any
known or suspected instances of fraud;
> Obtaining an understanding of the Company’s
policies and procedures relating to:
> Detecting and responding to the risks of fraud; and
> Internal controls established to mitigate risks
related to fraud.
> Review of minutes of meetings of Those Charged
with Governance for any known or suspected
instances of fraud; and
> Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements.
Based on our risk assessment, we considered the area most
susceptible to fraud to be management override of controls.
Our procedures in respect of the above included:
> Performed a review of estimates and judgements
applied by the Directors in the financial statements
to assess their appropriateness and the existence of
any systematic bias;
> Considered the opportunity and incentive to
manipulate accounting entries and assessed the
appropriateness of any post-closing adjustments
made in the period end financial reporting process;
> Reviewed for significant transactions outside the
normal course of business; and
> Performed a review of unadjusted audit differences, if
any, for indications of bias or deliberate misstatement.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members who were all deemed to have
appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and
regulations is from the events and transactions
reflected in the financial statements, the less likely we
are to become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the Board of Directors on
17 November 2020 to audit the financial statements for
the year ended 31 January 2021. Our total uninterrupted
period of engagement is six years, covering the years
ended 31 January 2021 to 31 January 2026.
Our audit opinion is consistent with the additional report
to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
In due course, as required by the Financial Conduct
Authority Disclosure Guidance and Transparency Rule
4.1.15R - 4.1.18R, these financial statements will form
part of the Electronic Format Annual Financial Report
filed on the National Storage Mechanism of the FCA in
accordance with DTR 4.1.15R – DTR 4.1.18R. This
auditor’s report provides no assurance over whether the
Electronic Format Annual Financial Report has been
prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Jamie Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
30 April 2026
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Financial Statements
In this section
61 Income Statement
62 Statement of Changes in Equity
63 Statement of Financial Position
64 Notes to the Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
60
61
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Income Statement
for the year ended 31 January 2026
Year ended 31 January 2026 Year ended 31 January 2025
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/gains on investments 8 – (9,914) (9,914) – 49,989 49,989
Exchange differences – (685) (685) – (414) (414)
Income 2 9,912 – 9,912 9,687 – 9,687
Portfolio management
and AIFM fees 3 (1,068) (3,204) (4,272) (1,211) (3,634) (4,845)
Other expenses 4 (1,194) – (1,194)) (863) – (863)
Return/(loss) before taxation 7,650 (13,803) (6,153) 7,613 45,941 53,554
Taxation 5 (1,074) 2,863 1,789 (1,049) (7,684) (8,733)
Return/(loss) after taxation 6,576 (10,940) (4,364) 6,564 38,257 44,821
Return/(loss) per share (p) 7 5.6 (9.3) (3.7) 5.4 31.7 37.1
The Total column of this statement represents the Company’s Income Statement. The Revenue and Capital
columns are supplementary to this and are prepared under guidance published by the Association of Investment
Companies.
All revenue and capital items in the Income Statement derive from continuing operations.
The Company had no recognised gains or losses other than those shown above and therefore no separate
Statement of Other Comprehensive Income has been presented.
The accompanying notes on pages 64 to 73 are an integral part of these statements.
62
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Ordinary Capital
share Share redemption Special Capital Revenue
capital premium reserve reserve reserve reserve Total
Note £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 January 2024 15,120 8,811 1,648 14,572 415,270 9,398 464,819
Return after taxation – – – – 38,257 6,564 44,821
Repurchase of own shares
for cancellation (46) – 46 – (1,361) – (1,361)
Ordinary dividends paid 6 – – – – – (4,838) (4,838)
At 31 January 2025 15,074 8,811 1,694 14,572 452,166 11,124 503,441
(Loss)/Return after taxation – – – – (10,940) 6,576 (4,364)
Repurchase of own shares
for cancellation (791) – 791 – (22,498) – (22,498)
Ordinary dividends paid 6 – – – – – (5,805) (5,805)
At 31 January 2026 14,283 8,811 2,485 14,572 418,728 11,895 470,774
The accompanying notes on pages 64 to 73 are an integral part of these statements.
Statement of
Changes in Equity
for the year ended 31 January 2026
63
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
2026 2025
Notes £’000 £’000 £’000 £’000
Fixed assets
Investments 8 472,553 510,203
Current assets
Debtors 9 261 1,252
Cash 4,838 8,028
5,099 9,28 0
Creditors (amounts falling due within one year) 10 (1,455) (2,397)
Net current assets 3,644 6,883
Total assets less current liabilities 476,197 517,086
Creditors (amounts falling due after one year)
Provision for liabilities 11 (5,423) (13,645)
Net assets 470,774 503,441
Capital and reserves
Called up share capital 12 14,283 15,074
Share premium account 8,811 8,811
Capital redemption reserve 15 2,485 1,694
Special reserve 15 14,572 14,572
Capital reserve 15 418,728 452,166
Revenue reserve 15 11,895 11,124
Equity shareholders’ funds 470,774 503,441
Net asset value per Ordinary Share (p) 13 412.0p 417.5p
The financial statements on pages 61 to 73 were approved and authorised for issue by the Board of Directors on
30 April 2026 and signed on its behalf by:
Andrew Impey
Chair
The accompanying notes on pages 64 to 73 are an integral part of these statements.
Pacific Assets Trust Public Limited Company – Company Registration Number: SC091052 (Registered in Scotland)
Statement of
Financial Position
as at 31 January 2026
64
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
1. Accounting Policies
A summary of the principal accounting policies adopted is set out below or as appropriate within the relevant note
to the financial statements.
(a) Basis of Accounting
These financial statements have been prepared under UK Company Law, FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Ireland’, and in accordance with guidelines set out in the Statement of
Recommended Practice (“SORP”), published in July 2022, for Investment Trust Companies and Venture Capital
Trusts issued by the Association of Investment Companies, the historical cost convention, as modified by the
valuation of investments at fair value through profit or loss.
The Company has taken advantage of the exemption from preparing a Cash Flow Statement under FRS 102, as it is
an investment fund whose investments are substantially highly liquid, carried at fair (market) value and provides a
statement of changes in equity.
The Board is of the opinion that the Company is engaged in a single segment of business, namely investing in
accordance with the Investment Objective, and consequently no segmental analysis is provided.
Going concern
The Directors are required to make an assessment of the Company’s ability to continue as a going concern and
have concluded that the Company has adequate resources to continue in operational existence for at least
12 months from the date these financial statements were approved.
In making this assessment, the Directors have considered a wide variety of emerging and current risks to the
Company, as well as the mitigation strategies that are in place. The Board has also reviewed stress-testing and
scenario analyses prepared by the AIFM. The stress tests and scenario analyses considered the effect of various
downturns, based on historic bear markets, on the asset value and expenses of the Company. The tests modelled
the impact of decreases of up to and over 80% on the value of the investment portfolio and decreases in current
market liquidity of up to 80%.
These tests are carried out as an arithmetic exercise, which can apply equally to any set of circumstances in which
asset value and income are significantly impaired. It was concluded that even in an extreme downside scenario, the
Company would be able to continue to meet its liabilities as they fell due. Whilst the economic future is uncertain,
the opinion of the Directors is that there is no foreseeable downside scenario that would threaten the Company’s
ability to continue to meet its liabilities as they fall due.
Based on the information available to the Directors at the time of this report, including the results of the stress
tests and scenario analyses, and having taken account of the liquidity of the investment portfolio, the Company’s
cash flow and borrowing position (the Company is not currently geared), the Directors are satisfied that the
Company has adequate financial resources to continue in operation for at least 12 months from the date of signing
these financial statements and that, accordingly, it is appropriate to adopt the going concern basis.
The Board is in the process of carrying out a strategic review of the Company’s future. The possible outcomes of the
strategic review represent a material uncertainty which may cast significant doubt on the Company’s ability to
continue as a going concern. Notwithstanding this material uncertainty, the Board has concluded that it remains
appropriate to continue to prepare the financial statements on a going concern basis. In reaching this conclusion, the
Board has come to the view that, as the Board has not yet reached a decision and the Company is considered solvent
in all other regards, going concern remains the most appropriate basis for preparation of the financial statements.
The financial statements do not include any adjustments that would be necessary if the Company were unable to
continue as a going concern.
Notes to the Financial
Statements
65
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements involves judgement in determining the functional currency; however,
there are no significant judgements or key sources of estimation uncertainty requiring disclosure under FRS 102.
The Company’s investments are made in foreign currencies, however the Board considers the Company’s functional
currency to be sterling. In arriving at this conclusion, the Board considered that the shares of the Company are listed
on the London Stock Exchange, it is incorporated in the United Kingdom and pays dividends and expenses in sterling.
Presentation of the Income Statement
In order to reflect better the activities of an investment trust company and in accordance with the SORP,
supplementary information which analyses the Income Statement between items of a revenue and capital nature
has been presented alongside the Income Statement. The net revenue return is the measure the Directors believe
appropriate in assessing the Company’s compliance with certain requirements set out in Section 1158 of the
Corporation Tax Act 2010.
(b) Foreign Currencies
Transactions denominated in foreign currencies are translated into sterling at the exchange rates on the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling
at the date of the Statement of Financial Position. Profits or losses on the translation of foreign currency balances,
whether realised or unrealised, are taken to the capital or revenue column of the Income Statement, depending on
whether the gain or loss is of a capital or revenue nature.
All values are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.
(c) Cash
Cash is defined as cash at bank and cash equivalents that are readily convertible to known amounts of cash and
subject to insignificant risk of changes in value.
2. Income
2026 2025
£’000 £’000
Overseas dividends 9,763 9,469
Interest income 149 218
9,912 9,687
Dividends receivable are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are
recognised when the Company’s right to receive payment is established. Overseas dividends are gross of withholding
tax.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash the
amount of cash foregone is recognised in the revenue column with any excess above this recognised in the capital
column.
3. Portfolio Management and AIFM Fees
2026 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Portfolio management fee 939 2,818 3,757 1,075 3,227 4,302
AIFM fee 129 386 515 136 407 543
1,068 3,204 4,272 1,211 3,634 4,845
66
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Frostrow’s AIFM fee is for risk management, corporate management, company secretarial and administrative
services. Further information regarding FSI’s and Frostrow’s fees can be found on pages 40 and 41.
All expenses and interest are accounted for on an accruals basis. Expenses and interest are charged to the Income
Statement as revenue items except where incurred in connection with the maintenance or enhancement of the value of
the Company’s assets and taking account of the expected long-term returns, when they are split as follows:
> Portfolio Management and AIFM fees payable have been allocated 25% to revenue and 75% to capital.
> Transaction costs incurred on the purchase and sale of investments are taken to the Income Statement as a
capital item, within gains on investments held at fair value through profit or loss.
4. Other Expenses
2026 2025
£’000 £’000
Directors’ fees 209 215
Employers NIC on directors’ remuneration 16 16
Auditor’s remuneration for annual audit 51 48
Depository fees 59 70
Custody fees 172 195
Registrar fees 42 28
Broker fees 263 45
Listing fees 26 25
Legal and professional fees 57 26
Other expenses 299 195
Total expenses 1,194 863
For accounting policy, see note 3 on the prior page.
5. Taxation
(a) Analysis of (Credit)/Charge in the Year
2026 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Overseas taxation 1,211 – 1,211 1,224 – 1,224
Indian capital gains tax (credit)/charge (137) (2,863) (3,000) (175) 7,684 7,509
1,074 (2,863) (1,789) 1,049 7,684 8,733
Overseas tax arose as a result of irrecoverable withholding tax on overseas dividends.
As an investment trust, the Company is generally not subject to UK tax on capital gains. However, Indian capital
gains tax arises on capital gains on the sale of Indian securities at a rate of 20% on short-term capital gains (defined
as those where the security was held for less than a year) and 12.5% on long-term capital gains. £7,949,000 of the
provision for Indian capital gains (see note 11) was reversed (2025: £2,439,000 increase) due to the fall in unrealised
long-term capital gains on securities still held. This reversal was offset by £4,949,000 (2025: £5,070,000) relating
to capital gains tax paid on disposals during the year.
Notes to the Financial Statements continued
67
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
(b) Reconciliation of Tax (Credit)/Charge
The UK corporation tax rate was 25.0% for the year (2025: 25.0%). The tax assessed for the year is lower than the
corporation tax rate. The differences are explained below.
2026 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Total return/(loss) on ordinary activities
before tax 7,650 (13,803) (6,153) 7,613 45,941 53,554
Corporation tax charged/(credited) at
25.0% (2025: 25.0%) 1,913 (3,451) (1,538) 1,903 11,486 13,389
Effects of:
Losses/(gains) on investment not subject to
UK corporation tax – 2,821 2,821 – (12,291) (12,291)
Non-taxable exchange differences – (171) (171) – (103) (103)
Unutilised management expenses 528 801 1,329 464 908 1,372
Income not subject to corporation tax (2,441) – (2,441) (2,367) – (2,367)
Indian capital gains tax (credit)/charge
(see note 5a) (137) (2,863) (3,000) (175) 7,684 7,509
Overseas taxation 1,211 – 1,211 1,224 – 1,224
Tax charge/(credit) for the year 1,074 (2,863) (1,789) 1,049 7,684 8,733
As at 31 January 2026 the Company had unutilised management expenses and other reliefs for taxation purposes
of £73,780,000 (2025: £68,461,000). It is not anticipated that these will be utilised in the foreseeable future and
as such no related deferred tax asset has been recognised.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue as
set out in this note. The standard rate of corporation tax is applied to taxable net revenue. Any adjustment
resulting from relief for overseas tax is allocated to the revenue reserve.
Deferred tax 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, or right
to pay less, tax in 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 accounts which are capable of reversal in
one or more subsequent periods. Deferred tax is measured without discounting and based on enacted tax rates.
Due to the Company’s status as an investment trust, and the intention to meet the conditions required to obtain
approval under Section 1158 of the Corporation Tax Act 2010, the Company has not provided for deferred UK tax
on any capital gains and losses arising on the revaluation or disposal of investments.
Deferred tax has been provided for on capital gains arising on Indian securities as noted in 5(a) above.
68
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
6. Dividends
Amounts recognised as distributable to shareholders for the year ended 31 January 2026, were as follows:
2026 2025
£’000 £’000
Final dividend paid for the year ended 31 January 2025 of 4.9p per share 5,805 –
Final dividend paid for the year ended 31 January 2024 of 4.0p per share – 4,838
In respect of the year ended 31 January 2026, a final dividend of 5.7p per share has been proposed. Details of the
ex-dividend and payment dates are provided on page 5.
The Board’s current policy is to pay dividends only out of revenue reserves. Therefore the amount available for
distribution as at 31 January 2026 is £11,895,000 (2025: £11,124,000).
The dividends payable in respect of both the current and the previous financial year, which meet the requirements
of Section 1158 CTA 2010, are set out below:
2026 2025
£’000 £’000
Revenue available for distribution by way of dividend for the year 6,576 6,564
Final dividend of 5.7p per share (2025: final dividend of 4.9p) (6,513) (5,805)
Transfer to revenue reserves 63 759
Dividends paid by the Company on its shares are recognised in the financial statements in the year in which they
are paid and are shown in the Statement of Changes in Equity.
7. Return per Share
The return per share is as follows:
2026 2025
Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence
Basic 5.6 (9.3) (3.7) 5.4 31.7 37.1
The total return per share is based on the total loss attributable to shareholders of £4,364,000 (2025: return of
£44,821,000).
The revenue return per share is based on the net revenue return attributable to shareholders of £6,576,000
(2025: £6,564,000).
The capital return per share is based on the net capital loss attributable to shareholders of £10,940,000
(2025: return of £38,257,000).
The total return, revenue return and the capital return per share are based on the weighted average number of
shares in issue during the year of 117,285,517 (2025: 120,899,602).
The calculations of the returns per Ordinary Share have been carried out in accordance with IAS 33 Earnings
per Share.
Notes to the Financial Statements continued
69
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
8. Investments
2026 2025
£’000 £’000
Investments
Opening cost 372,632 352,944
Opening investment holding gains 137,571 117,165
Opening Valuation 510,203 470,109
Purchases at cost 180,175 123,228
Disposal proceeds (207,911) (133,123)
(Losses)/gains on investments (9,914) 49,989
Valuation at end of year 472,553 510,203
Cost at 31 January 394,742 372,632
Investment holding gains at 31 January 77,811 137, 571
Valuation at 31 January 472,553 510,203
The Company received £207,911,000 (2025: £133,123,000) from investments sold in the year. The book cost of these
investments when they were purchased was £158,065,000 (2025: £103,540,000). These investments have been
revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the
investments.
During the year the Company incurred transaction costs on purchases of £234,000 (2025: £155,000) and
transaction costs on sales of £464,000 (2025: £263,000).
Valuation of Investments
Investments are measured initially and at subsequent reporting dates at fair value. Purchases and sales are
recognised on the trade date when a contract exists whose terms require delivery within the time frame
established by the market concerned. For quoted securities fair value is either bid price or last traded price,
depending on the convention of the exchange on which the investment is listed. Changes in fair value and gains or
losses on disposal are included in the Income Statement as a capital item.
In addition, for financial reporting purposes, fair value measurements are categorised into a fair value hierarchy
based on the degree to which the inputs to the fair value measurements are observable and the significance of the
inputs to the fair value measurement in its entirety, which are described as follows:
Level 1 – Quoted prices in active markets.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market
data), either directly or indirectly.
Level 3 – Inputs are unobservable (i.e. for which market data is unavailable).
All investments are in equity shares and have been classified as Level 1 (2025: All Level 1).
9. Debtors
2026 2025
£’000 £’000
Amounts due from brokers – 1,008
Accrued income 162 179
Other debtors 99 65
261 1,252
70
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
10. Creditors: Amounts Falling Due Within One Year
2026 2025
£’000 £’000
Amounts due to brokers – 781
Portfolio management fee 877 1,081
AIFM fee 129 135
Other creditors 449 400
1,455 2,397
11. Provisions for Liabilities
2026 2025
£’000 £’000
Deferred taxation on unrealised capital gains on Indian securities 5,423 13,645
See note 5 for further details and accounting policy.
12. Share Capital
2026 2025
£’000 £’000
Allotted and fully paid:
114,262,507 Ordinary shares of 12.5p each (2025: 120,588,386) 14,283 15,074
During the current and prior year, no Ordinary shares were issued. 6,325,879 (2025: 370,000) Ordinary shares
were bought back for cancellation.
The capital of the Company is managed in accordance with its investment policy which is detailed in the Strategic
Report on pages 16 and 17.
The Company does not have any externally imposed capital requirements.
13. Net Asset Value Per Share
The net asset value per share of 412.0p (2025: 417.5p ) is calculated on net assets of £470,774,000 (2025: £503,441,000)
divided by 114,262,507 (2025: 120,588,386) shares, being the number of shares in issue at the year end.
14. Financial Instruments
The Company’s financial instruments comprise its investment portfolio, cash balances, and debtors and creditors
that arise directly from its operations. As an investment trust, the Company holds an investment portfolio of
financial assets in pursuit of its investment objective.
Fixed asset investments (see note 8 on page 69) are valued at fair value in accordance with the Company’s
accounting policies. The fair value of all other financial assets and liabilities is represented by their carrying value in
the Statement of Financial Position shown on page 63.
The main risks that the Company faces arising from its financial instruments are:
(i) market risk, including:
– other price risk, being the risk that the value of investments will fluctuate as a result of changes in market
prices;
– interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate because of
changes in interest rates;
– foreign currency risk, being the risk that the value of financial assets and liabilities will fluctuate because of
movements in currency rates;
Notes to the Financial Statements continued
71
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
(ii) credit risk, being the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company; and
(iii) liquidity risk, being the risk that the Company will not be able to meet its liabilities when they fall due. This may
arise should the Company not be able to liquidate its investments. Under normal market trading volumes, the
majority of the investment portfolio could be realised within a week.
Other price risk
The management of other price risk is part of the portfolio management process and is typical of equity
investment. The investment portfolio is managed with an awareness of the effects of adverse price movements
through detailed and continuing analysis with an objective of maximising overall returns to shareholders. Although
derivatives are not currently employed, they may be used from time to time, with prior Board approval, to hedge
specific market risk or gain exposure to a specific market.
If the investment portfolio valuation rose or fell by 10% at 31 January, the impact on the net asset value would have
been £47.3 million (2025: £51.0 million). The calculations are based on the investment portfolio valuation as at the
respective Statement of Financial Position dates and are not necessarily representative of the year as a whole.
Interest rate risk
Floating rate
When the Company retains cash balances the majority of the cash is held in overnight call accounts. The
benchmark rate which determines the interest payments received on cash balances is the bank base rate for the
relevant currency for each deposit.
Foreign currency risk
The Company invests in overseas securities and holds foreign currency cash balances which give rise to currency risks.
Foreign currency risks are managed alongside other market risks as part of the management of the investment portfolio.
It is currently not the Company’s policy to hedge this risk on a continuing basis but it can do so from time to time.
Foreign currency exposure:
2026 Creditors/ 2025 Creditors/
Investments Cash Debtors Provisions Investments Cash Debtors Provisions
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Indian rupee 113,932 5 63 – 208,458 437 1,061 (13,942)
Hong Kong dollar 62,677 22 – – 17,927 – – –
New Taiwanese dollar 62,215 39 6 – 80,473 – – –
Chinese renminbi 53,538 – – – 53,787 – – –
US dollar 32,493 5 – – 6,508 434 – –
Korean won 31,512 – 94 – 27,060 – 74 –
Singapore dollar 27,626 10 – – 27,286 485 – –
Philippine peso 25,223 – – – 20,251 – – (484)
Indonesian rupiah 22,049 – – – 27,224 – 15 –
Japanese yen 21,612 – – – 23,279 – 29 –
Thai baht 9,020 – – – 9,672 – – –
Malaysian ringgit 6,352 – – – 5,585 – – –
Vietnamese dong 2,404 – – – – – – –
Bangladesh taka 1,900 – – – 2,693 – – –
Euro – 8 – – – 8 – –
Total 472,553 89 163 – 510,203 1,364 1,179 (14,426)
At 31 January 2026 the Company had £4,749,000 of sterling cash balances (2025: £7,096,000).
During the year sterling weakened 9.8% (2025: weakened by 1.1%) against all of the currencies in the investment
portfolio (weighted for exposure at 31 January). If the value of sterling had strengthened against each of the
currencies in the portfolio by 20%, the impact on the net asset value would have been negative £43.0 million
(2025: negative £46.4 million). If the value of sterling had weakened against each of the currencies in the investment
72
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
portfolio by 20%, the impact on the net asset value would have been positive £52.5 million (2025: positive
£56.7 million). The calculations are based on the investment portfolio valuation and cash balances as at the year end
and are not necessarily representative of the year as a whole.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Company. The Portfolio Manager has in place a monitoring
procedure in respect of counterparty risk which is reviewed on an ongoing basis. The carrying amounts of financial
assets best represents the maximum credit risk exposure at the Statement of Financial Position date, and the main
exposure to credit risk is via the Custodian which is responsible for the safeguarding of the Company’s investments
and cash balances.
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following:
2026 2025
£’000 £’000
Cash 4,838 8,028
Debtors 261 1,252
5,099 9,280
All the assets of the Company which are traded on a recognised exchange are held by J.P. Morgan Chase Bank,
the Custodian. Bankruptcy or insolvency of the Custodian may cause the Company’s rights with respect to
securities held by the Custodian to be delayed or limited. The Board monitors the Company’s risk as described in
the Strategic Report on pages 1 to 26.
The credit risk on cash is controlled through the use of counterparties or banks with high credit ratings (rated AA
or higher), assigned by international credit rating agencies. Cash is currently held at JP Morgan Chase Bank.
Bankruptcy or insolvency of such financial institutions may cause the Company’s ability to access cash placed on
deposit to be delayed, limited or lost.
Liquidity risk
The Company’s liquidity risk is managed on an ongoing basis by the Portfolio Manager. Substantially all of the
Company’s portfolio would be realisable within two weeks under normal market conditions. There may be
circumstances where market liquidity is lower than normal. Stress tests have been performed to understand how
long the portfolio would take to realise in such situations. The Board is comfortable that in such a situation the
Company would be able to meet its liabilities as they fall due.
Capital management policies and procedures
The Company’s capital management objectives are to ensure that it will be able to continue as a going concern and
to maximise the return to its equity shareholders.
The Company’s policy on gearing and leverage is set out on page 16. The Company had no gearing or leverage
during the current or prior year.
The capital structure of the Company consists of the equity share capital, retained earnings and other reserves as
shown in the Statement of Financial Position on page 63.
The Board, with the assistance of the AIFM and the Portfolio Manager, monitors and reviews the broad structure
of the Company’s capital on an ongoing basis. This includes a review of:
> the need to buy back equity shares, either for cancellation or to hold in treasury, in light of any share price
discount to net asset value per share in accordance with the Company’s share buy back policy;
> the need for new issues of equity shares, including issues from treasury; and
> the extent to which revenue in excess of that which is required to be distributed should be retained.
The Company’s objectives, policies and processes for managing capital are unchanged from the prior year.
Notes to the Financial Statements continued
73
Financial Statements
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
73
15. Reserves
Capital redemption reserve
This reserve arises when ordinary shares are redeemed by the Company and subsequently cancelled, at which point
the amount equal to the par value of the ordinary share capital is transferred from the ordinary share capital to the
Capital Redemption Reserve.
Special reserve
The Special Reserve arose following court approval in February 1999 to transfer £24.2 million from the share
premium account.
Capital reserve
The following are accounted for in this reserve: gains and losses on the disposal of investments; changes in the fair
value of investments; and expenses and finance costs, together with the related taxation effect, charged to capital in
accordance with note 5 on page 66.
Revenue reserve
The Revenue Reserve reflects all income and expenses that are recognised in the revenue column of the Income
Statement.
Distributable reserves
The Revenue, Special and Capital Reserves are distributable. It is the Board’s current policy to pay dividends only
from the revenue reserve.
16. Related Party Transactions and Transactions with the Managers
The following are considered to be related parties:
> Frostrow Capital LLP (under the Listing Rules only)
> First Sentier Investors (UK) IM Limited (under the Listing Rules only)
> The Directors of the Company.
Details of the relationship between the Company and Frostrow Capital LLP, the Company’s AIFM, are disclosed on
page 41. During the year ended 31 January 2026, Frostrow earned £515,000 (2024: £543,000) in respect of
company management fees, of which £129,000 (2025: 135,000) was outstanding at the year end.
The Company employs First Sentier Investors (UK) IM Limited as its Portfolio Manager. Details of this arrangement
are disclosed on page 40. During the year ended 31 January 2026, First Sentier earned £3,757,000 (2025:
£4,302,000) in respect of portfolio management fees, of which £877,000 (2025: £1,081,000) was outstanding at the
year end.
All material related party transactions have been disclosed in notes 3 and 4 on pages 65 and 66. Details of the
remuneration and the shareholdings of all Directors can be found on page 52.
Further Information
In this section
75 Glossary of Terms and Alternative Performance Measures (unaudited)
77 Sustainable Finance Disclosure Regulation (“SFDR”) Report (unaudited)
90 Shareholder Information
91 How to Invest
92 Notice of the Annual General Meeting
97 Explanatory Notes to the Resolutions
99 Company Information
74
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
75
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Absolute Performance
Absolute performance is the percentage (%) rise or fall
in the share price of the investment over the stated
period. Relative performance, on the other hand, is the
difference between the absolute return and the
performance of the market (or other similar
investments), which is gauged by a benchmark, or index
such as the MSCI AC Asia ex Japan Index.
AIFMR
The Alternative Investment Fund Managers Regulations
(the ‘Regulations’) provide a regulatory framework for
fund managers that manage alternative investment
funds (including investment trusts).
Where an entity falls within the scope of the
Regulations, it must appoint a single Alternative
Investment Fund Manager (‘AIFM’). The core functions
of an AIFM are portfolio and risk management. An
AIFM can delegate one but not both of these functions.
The entity must also appoint an independent
depositary whose duties include the following:
safeguarding and verification of the ownership of
assets; monitoring cashflows; and ensuring that
appropriate valuations are applied to the entity’s assets.
Average Discount
The average share price for the period divided by the
average net asset value for the period minus 1.
2026 2025
pence pence
Average share price for the year 352.0 369.1
Average net asset value for the year 397.3 417. 3
Average Discount 11.4% 11.5%
Bottom-Up Approach
An investment approach that focuses on the analysis of
individual stocks rather than the significance of
macroeconomic factors.
Discount or Premium
A description of the difference between the share price
and the net asset value per share. The size of the
discount or premium is calculated by subtracting the
share price from the net asset value per share and is
usually expressed as a percentage (%) of the net asset
value per share. If the share price is higher than the net
asset value per share the result is a premium. If the
share price is lower than the net asset value per share,
the shares are trading at a discount.
Gearing
The term used to describe the process of borrowing
money for investment purposes. The expectation is that
the returns on the investments purchased will exceed
the finance costs associated with those borrowings.
There are several methods of calculating gearing and
the following has been selected:
Total assets less current liabilities (before deducting any
prior charges) minus cash/cash equivalents divided by
shareholders’ funds, expressed as a percentage.
Net Asset Value (“NAV”)
The value of the Company’s assets, principally
investments made in other companies and cash being
held, minus any liabilities. The NAV is also described as
“shareholders’ funds” per share. The NAV is often
expressed in pence per share after being divided by the
number of shares which have been issued. The NAV
per share is unlikely to be the same as the share price
which is the price at which the Company’s shares can
be bought or sold by an investor. The share price is
determined by the relationship between the demand
for and supply of the shares.
NAV Per Share Total Return
The total return on an investment over a specified
period assuming dividends paid to shareholders were
reinvested at net asset value per share at the time the
shares were quoted ex-dividend. This is a way of
measuring investment management performance of
investment trusts which is not affected by movements
in discounts or premiums.
Glossary of Terms and
Alternative Performance
Measures (unaudited)
76
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
31 January 31 January
2026 2025
NAV Total Return p p
Opening NAV 417.5 384.3
(Decrease)/increase in NAV (0.6) 37. 2
Dividend paid (4.9) (4.0)
Closing NAV 412.0 417. 5
(Decrease)/increase in NAV (0.1)% 9.7%
Impact of reinvested dividends 0.1% 0.0%
NAV Total Return 0.0% 9.7%
Ongoing Charges
Ongoing charges are calculated by taking the
Company’s annualised operating expenses as a
proportion of the average daily net asset value of the
Company over the year. The costs of buying and selling
investments are excluded, as are interest costs,
taxation, cost of buying back or issuing ordinary shares
and other non-recurring costs.
31 January 31 January
2026 2025
£’000 £’000
Operating expenses
1
5,466 5,708
Less: Non-recurring expenses (240) –
Total recurring expenses 5,226 5,708
Average net assets
during the year 466,068 504,629
Ongoing charges 1.1% 1.1%
1
See notes 3 and 4 on pages 65 and 66.
Portfolio Turnover
Portfolio turnover is a measure of how quickly
securities in a fund are either bought or sold by the
fund’s managers, over a given period of time. The rate
of turnover is important for potential investors to
consider, as funds that have a high rate will also have
higher fees to reflect the turnover costs.
It is calculated as the average of the purchases and
sales for the year divided by the average net assets for
the year.
Revenue Return per Share
The revenue return per share is calculated by taking the
revenue return on ordinary activities after taxation and
dividing it by the weighted average number of shares in
issue during the year (see note 7 on page 68 for further
information).
Share Price Total Return
The total return on an investment over a specified
period assuming dividends paid to shareholders were
reinvested in the Company’s shares at the share price at
the time the shares were quoted ex-dividend.
31 January 31 January
2026 2025
Share Price Total Return p p
Opening share price 358.0 349.0
Increase in share price 17.9 13.0
Dividend paid (4.9) (4.0)
Closing share price 371.0 358.0
Increase in share price 5.0% 3.7%
Impact of reinvested dividends 0.1% 0.0%
Share Price Total Return 5.1% 3.7%
Volatility
A measure of the range of possible returns for a given
security or market index.
Glossary of Terms and Alternative Performance Measures (unaudited) continued
77
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Did this financial product have a sustainable investment objective?
6
Yes
No
6
It made sustainable investments with
an environmental objective: 54%
in economic activities that
qualify as environmentally
sustainable under the EU
Taxonomy
6
in economic activities that do
not qualify as environmentally
sustainable under the EU
Taxonomy
It promoted Environmental/Social
(E/S) characteristics and while it did
not have as its objective a sustainable
investment, it had a proportion of
% of sustainable investments
with an environmental objective
in economic activities that
qualify as environmentally
sustainable under the EU
Taxonomy
with an environmental objective
in economic activities that do
not qualify as environmentally
sustainable under the EU
Taxonomy
with a social objective
It made sustainable investments with
a social objective: 100%
It promoted E/S characteristics,
but did not make any sustainable
investments
Notes: The percentages are defined and measured on the basis that each sustainable
investment must contribute to a social objective and may also contribute to an
environmental objective. The percentages will therefore not add to 100.
To what extent was the sustainable investment objective of this financial product
met?
The Company’s investment objective is to achieve long-term capital growth through
investment in selected companies in the Asia Pacific region and the Indian sub-
continent, but excluding Japan, Australia and New Zealand (the “Asia Pacific Region”).
Because the Portfolio Manager adopts a sustainable investment strategy in selecting
the investments that make up the Company’s portfolio, the Company only invests in
companies which both contribute to, and benefit from, sustainable development,
achieving positive social and environmental outcomes. All investee companies
contribute to improving human development, while many also contribute to positive
environmental outcomes. The contribution to sustainable development is assessed
under two frameworks, social and environmental.
Sustainable investment
means an investment in
an economic activity
that contributes to an
environmental or social
objective, provided that
the investment does not
significantly harm any
environmental or social
objective and that the
investee companies
follow good governance
practices.
Template periodic disclosure for the financial products referred to in
Article 9, paragraphs 1 to 4a, of Regulation
(
EU
)
2019/2088 and Article 5,
first paragraph, of Regulation
(
EU
)
2020/852
Product name: Legal entity identifier:
Pacific Assets Trust plc 2138008U8QPGAESFYA48
The EU Taxonomy is a
classification system laid
down in Regulation (EU)
2020/852 establishing a
list of environmentally
sustainable economic
activities. That
Regulation does not lay
down a list of socially
sustainable economic
activities. Sustainable
investments with an
environmental objective
might be aligned with
the Taxonomy or not.
Sustainable Finance
Disclosure Regulation
(“SFDR”) Report (unaudited)
78
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Positive social outcomes
The Portfolio Manager assesses positive social outcomes by reference to the below
human development pillars. These human development pillars were developed by
reference to, amongst other things, the UN Human Development Index.
• Health and well-being – improved access to and affordability of nutrition, health
care, hygiene, water and sanitation,
• Physical infrastructure – improved access to and affordability of energy and
housing,
• Economic welfare – safe employment offering a living wage and opportunities
for advancement, access to finance and improved standards of living,
• Opportunity and empowerment – improved access to and affordability of
education and information technology.
As of 31 December 2025, the Company held 61 companies. All companies (100%)
were contributing to at least one human development pillar and, in total, were
making 136 contributions to the pillars.
Further information about how the Portfolio Manager uses the human development
pillars is available on the Pacific Assets Trust website –
https://www.pacific-assets.com/portfolio-documents/portfolio-explorer
Positive environmental outcomes
The Portfolio Manager assesses positive environmental outcomes by reference to
the climate solutions developed by Project Drawdown, a non-profit organisation that
has mapped, measured and modelled over 90 different solutions that it believes will
contribute to reaching ‘drawdown’, – i.e. the future point in time when levels of
greenhouse gases in the atmosphere stop climbing and start to steadily decline.
As of 31 December 2025, the Company held 61 companies. 33 companies (54%)
were contributing to climate change solutions. These companies were contributing
to 33 different solutions and, in total, were making 95 contributions to the solutions.
Assessment
In assessing whether a company “contributes to and benefits from” sustainable
development, the Portfolio Manager will consider whether:
1. there is either a direct or enabling link between the activities of the company
and the achievement of a positive social or environmental outcome;
2. the company can benefit from any contribution to positive social or
environmental outcomes through revenue or growth drivers inherent in the
company’s business model, strategic initiatives that are backed by research and
development or capital expenditure, or from the company’s strong culture and
sense of stewardship e.g. for equity and diversity; and
3. the company recognises potential negative social or environmental outcomes
associated with its product or services and works towards minimising such
outcomes, e.g. a company that sells affordable nutritious food products in
plastic packaging but is investigating alternative packaging options.
Sustainable Finance Disclosure Regulation (“SFDR”) Report continued
79
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Notes:
Any reference to Project Drawdown is to describe the publicly available materials
utilised by the Portfolio Manager in formulating its sustainability analysis. It is not
intended to be, and should not be, read as constituting or implying that Project
Drawdown has reviewed or otherwise endorsed the Portfolio Manager’s
sustainability assessment framework.
A direct link would arise where the goods an entity produces or the services it
provides are the primary means through which the positive social or environmental
outcome can be achieved (e.g. solar panel manufacturers or installers).
An enabling link would arise if the goods a company produces or services it
provides enable other companies to contribute towards the achievement of the
positive social or environmental outcome (e.g. manufacturers of critical components
that are used as inputs in the manufacture of solar panels).
How did the sustainability indicators perform?
The Portfolio Manager’s Portfolio Explorer tool provides the contribution that each
company makes to climate solutions, human development and the Sustainable
Development Goals, as well as the investment rationale, key risks and areas for
improvement.
The performance of the sustainability indicators is noted in the above section
Notes: Direct Contribution - directly attributable to products, services or practices
provided by that company. Enabling/Supporting Contribution - supported or made
possible by products or technologies provided by that company.
…and compared to previous periods?
Changes in the sustainability outcomes for the Company year-on-year are related to
bottom-up changes in the portfolio and/or changes in the sustainability profile of
individual investee companies.
As of 31 December 2024, the Company held 69 companies.
All companies (100%) were contributing to at least one human development pillar
and, in total, were making 193 contributions to the pillars
46 companies (67%) were contributing to climate change solutions. These companies
were contributing to 41 different solutions and, in total, were making 148
contributions to the solutions
Sustainability indicators
measure how the
sustainable objectives of
this financial product are
attained.
80
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
How did the sustainable investments not cause significant harm to any sustainable
investment objective?
The Company only invests in companies which both contribute to, and benefit from,
sustainable development, achieving positive social and environmental outcomes. All
investee companies contribute to improving human development, and may also
contribute to positive environmental outcomes.
The Company’s exposure to harmful or controversial products, services or practices
is monitored on at least a quarterly basis. For harmful products and services which
are revenue-generating, the Portfolio Manager applies a 5% revenue threshold
(controversial weapons and tobacco production are 0%). In other areas where
harmful or controversial activities are not attributable to revenue (for example,
employee or supply chain issues) the Portfolio Manager uses internal analysis and
research from external providers to monitor and assess companies.
Where any material exposure to these harmful activities is found, the Portfolio
Manager will:
• review the company research and investment case, noting the response where
they believe it is adequate,
• engage with the company where they require further information or wish to
encourage improved practices and an appropriate resolution of the issues,
• exit the Company’s position in the company where engagement has been
unsuccessful, or where part of a pattern of behaviour raises concerns regarding
the quality and integrity of the company’s management. If an investment is held
in a company that has material exposure to harmful products and services, this
will be disclosed on the Company’s website, and the reasons for the exception
and for maintaining the holding explained. Exceptions may occur if a company is
winding down a legacy commercial activity (in which case the company will be
engaged and encouraged to cease the commercial activity concerned), or where
the company is not increasing capital expenditure or if a company is only
indirectly exposed to a harmful industry or activity, for example, a company
making safety products for a wide range of industries may also have customers
in the fossil fuel or defence industries.
The Portfolio Manager’s position on harmful and controversial products and services
and investment exclusions is available on the Company’s website:
https://www.pacific-assets.com/portfolio-documents/material-exposure-disclosures
How were the indicators for adverse impacts on sustainability factors taken into account?
Adverse impact indicators relevant to each Company investee company are taken
into account through the Portfolio Manager’s bottom-up research, company
engagement, adherence to their position statement on harmful and controversial
products and services, Group-wide exclusion policies and third-party research
providers.
The Portfolio Manager meets and liaises with companies on an on-going basis and is
continuously assessing their sustainability credentials and quality. Where the
Portfolio Manager has identified changes to a company’s quality or sustainability
positioning through either meetings, ongoing monitoring and reviewing their annual
reports, the Portfolio Manager will re-evaluate the investment case.
In addition, the Company portfolio is assessed on an ongoing basis by external
service providers including controversy monitoring, product involvement, carbon
footprints and other impact measures, and breaches of social norms.
Sustainable Finance Disclosure Regulation (“SFDR”) Report continued
Principal adverse
impacts are the most
significant negative
impacts of investment
decisions on
sustainability factors
relating to
environmental, social
and employee matters,
respect for human rights,
anti-corruption and
anti-bribery matters.
81
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
The Principal Adverse Impacts (as prescribed under the SFDR) are incorporated into
the Portfolio Manager’s company analysis, team discussion and engagement
programme. Every investment in the portfolio must do no significant harm, based on
the adverse impact indicator assessment. It is possible that an investor does no
significant harm but still have some adverse sustainability impacts. In those cases,
the Portfolio Manager shall engage with the company either directly or as part of
collaborations with other investment institutions.
Depending on the nature of the issue and the response by the company, the Portfolio
Manager’s actions can range from:
• reviewing the company research and investment case, noting the response
where they believe it is adequate,
• engaging with the company where they require further information or wish to
enco urage improved practices and an appropriate resolution of the issues,
• where engagement has been unsuccessful or where the harmful activities are
part of a pattern of behaviour that raises concerns regarding the quality and
integrity of the company’s management, the Portfolio Manager will not invest
or will exit the Company’s position in the company in an orderly manner, having
regard to the best interest of shareholders.
The Portfolio Manager includes product level data on Principal Adverse Impact (PAI)
indicators in the question below.
Were sustainable investments aligned with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights? Details:
The Company’s sustainable investments are aligned with these Guidelines and
Principles.
82
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
The Portfolio Manager continually monitors the companies owned to understand any
changes to the strategies. The Company’s portfolio is assessed quarterly by an
external service provider for compliance with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights, UN global
norms and exposure to high-risk sectors. The Portfolio Manager also receives regular
updates from a controversy monitoring service. Where issues are raised by these
services, the Portfolio Manager will review and consider as part of the investment
analysis and depending on the detail may engage with the company in question, and
if necessary will divest to ensure the portfolio continues to meet the principles which
sit at the heart of the investment philosophy.
During the reporting period the below holdings of the Company flagged against the
Portfolio Manager’s policy.
ESAB India
Activity exposure >5% revenue: Supporting Oil & Gas
Reason for exception/holding: The company provides welding and cutting
equipment and systems for a variety of industries including shipbuilding and wind
energy.
The company’s parent released its inaugural sustainability report in 2023, coinciding
with its first year as an independent corporation, and does not yet directly report
revenue by market segment. The external research provider estimates that
revenues from products and services supporting oil and gas accounted for 7.5% of
ESAB India’s overall revenue in FY2023. The Portfolio Manager met with the parent
company and based on their analysis of the company’s product portfolio within the
wider industry believe the exposure to products and services supporting oil and gas
within the India business will be lower than the external estimate. They also believe
exposure to oil and gas will continue to fall in the coming years as the economy
transitions further away from fossil fuels, and the company continues to focus on
growing sales in renewable energy.
Jardine Matheson Holdings
UN Global Compact Principle 1 (Watchlist): Businesses should support and respect
the protection of internationally proclaimed human rights.
Reason for exception/holding: Jardine Matheson operates a portfolio of businesses
that support employment, infrastructure, transport, food and healthcare across
Indonesia, Hong Kong, China and Southeast Asia. It invests in Astra (c.58% of 2024
group revenue) which has over 300 subsidiaries.
Concerns have been raised by our external research provider regarding one of
Astra’s subsidiaries, Astra Agro Lestari (AAL). AAL is an Indonesian palm oil
company which contributes c.7% to Astra’s revenue (2024). AAL has faced
accusations of land grabbing and human rights abuses due to ongoing land conflicts
in Indonesia. In response, AAL has provided detailed clarifications, expressing its
commitment to complying with regulations and collaborating with local
communities to prevent conflicts. The company has also sought engagement with
environmental groups, facilitated by independent third parties.
Sustainable Finance Disclosure Regulation (“SFDR”) Report continued
83
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Jardine Matheson Holdings (continued)
An independent assessment conducted by EcoNusantara over eight months
involved direct engagement with affected communities. The findings, published in
November 2023, found no evidence supporting many of the land grabbing and
criminalisation claims against AAL.
Despite the unsubstantiated allegations, AAL has collaborated with EcoNusantara
to develop a three-year action plan based on their recommendations. The plan
emphasises inclusive engagement and measurable outcomes, incorporating input
from key stakeholders and academic experts.
Under new management, Jardine Matheson acknowledges past shortcomings in
managing community relationships. The group has taken steps to improve land use,
conservation, community support, climate impact mitigation, and circularity. To
support improvements in its long-term sustainability strategy, the company has
applied to join the Roundtable on Sustainable Palm Oil (RSPO), a globally recognised
certification standard for sustainable palm oil production. Additionally, AAL is
certified under the Indonesian Sustainable Palm Oil (ISPO) scheme, a mandatory
national certification system established in 2011 to enhance agricultural and
sustainability standards in the Indonesian palm oil industry.
The Portfolio Manager has had and continue to have conversations with the
company on this topic.
Tata Consultancy Services (TCS)
UN Global Compact Principle 2 (Breach): Businesses should make sure that they
are not complicit in human rights abuses.
Reason for exception/holding: TCS has no direct involvement in nuclear weapons
or energy, however the external research provider considers the company to be
involved because its parent company, Tata Sons, owns greater than 50% of TCS.
Tata Sons involvement is due to its ownership of Tata Advanced Systems which
acquired Tata Power’s Strategic Engineering Division. This division provides control
systems for the Indian Navy’s nuclear missile submarines.
As India has not signed the Treaty on the Non-Proliferation of Nuclear Weapons,
the external data provider considers Tata Sons and by extension TCS to be in
support of the nuclear weapons programme of India. The Portfolio Manager
disagrees with this assessment and does not see anything in the activities or
conduct of the company to question its sustainability positioning or the investment
case.
84
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Tencent
UN Global Compact Principle 2 (Breach): Businesses should make sure that they
are not complicit in human rights abuses
Reason for exception/holding: Tencent is a leading Chinese internet and
technology company best known for its super-app, WeChat. Initially designed as an
instant messaging platform, WeChat now provides an essential tool allowing more
than a billion users to centralise their digital lives by combining access to social
media with online payments, music streaming, gaming, shopping, news, and travel
booking.
Our external research provider has raised concerns regarding Tencent’s
involvement in censorship and surveillance, which it believes infringes the rights of
its users to privacy and freedom of expression.
Tencent’s privacy policies make it clear that it abides by all of the relevant privacy
and security laws that apply in the various territories in which it operates. In
mainland China, where the issue is most acute, it has developed a country-specific
approach to privacy. This includes allowing its users to express preferences over
use of their data, ensuring that data is only held for as long as necessary before
being deleted and imposing tight restrictions on third-party access. Like other
companies, Tencent asks for its users consent before collecting their personal data.
When Tencent does receive an official request for user data, its policies demand
that it verifies the government’s requirements and ensures that the request is valid
before complying. In the past, these requests have typically related to gambling
syndicates and prostitution rings.
It is undeniable that the limitations imposed on free speech in China differ
significantly from the norms in Western democracies. For example, where posts or
content are critical of the Chinese authorities, they will tend to be removed. Yet
while this is different from the practices of internet companies in other parts of the
world in degree, we would argue that it is not different in kind. It is impossible to
operate a digital business in almost any part in the world today without receiving
official requests for data. And, when those requests are made, companies have little
choice but to comply with local laws, no matter if they are based in Shenzhen or in
San Francisco.
The Portfolio Manager would dispute the notion that Tencent does not have
adequate management systems or disclosures in place. Its website goes into some
detail on these topics, partly due to the controversy that has surrounded them in
the past.
Triveni Turbines
Activity exposure >5% revenue: Supporting Nuclear Power
Reason for exception/holding: The company designs and manufactures steam
turbines, with a focus on renewable, efficient industrial heat and power solutions.
Revenues derived from products and services supporting nuclear power accounted
for an estimated 5% of the company’s overall revenue in FY2023, according to the
external research provider.
Triveni Turbines (continued)
Nuclear power exposure for supporting products and services was added by the
external research provider in early 2024 and the Portfolio Manager contacted the
company directly to check the 5% revenue estimate provided. Given their nuclear
power exposure is related to servicing old steam turbines within the industry, the
company estimates around 1% of revenue to be a more accurate reflection of their
exposure.
Sustainable Finance Disclosure Regulation (“SFDR”) Report continued
85
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
How did this financial product consider principal adverse impacts on sustainability
factors?
In addition to the detail described above, the Portfolio Manager has set a materiality
threshold of 5% of revenue for direct involvement in companies materially involved
in the exploration, production or generation of fossil fuel energy and a threshold of
0% for controversial weapons. Portfolio companies are checked against the
thresholds each quarter by an external third-party research platform.
The below table sets out the PAI indicators for the Company.
Indicators Metrics 2025 2024 2023 2022
Exposure (EURm) 559 631 576 533
1. GHG Emissions
Scope 1 (tCO
2
eq) 5,964 2,740 3,640 3,302
Scope 2 (tCO
2
eq) 5,991 18,184 13,753 14,848
Scope 3 (tCO
2
eq) 289,348 248,290 289,038 437,464
Total Emissions Scope 1+2 (tCO
2
eq) 11,955 20,925 17,393 18,150
Total Emissions Scope 1+2+3 (tCO
2
eq) 301,304 269,214 306,432 455,614
2. Carbon
Footprint
Total Emissions Scope 1+2 (tCO
2
eq/EURm) 22 33 30 34
Total Emissions Scope 1+2+3 (tCO
2
eq/
EURm)
551 427 532 854
3. GHG Intensity of
Investee Companies
Scope 1+2 (tCO
2
eq/EURm) 50 66 72 75
Scope 1+2+3 (tCO
2
eq/EURm) 1,651 1,759 1,899 2,413
4. Exposure to
companies active in
the fossil fuel sector
(% involvement) 1% 1% 0% 0%
5. Share of Non-
Renewable Energy
Consumption and
Production
Non-Renewable Energy Consumption (%)
Non-Renewable Energy Production (%)
84% 83% 85% 84%
Non-Renewable Energy Production (%) 4 7% 30% 35%
6. Energy
consumption intensity
per high impact sector
Agriculture, Forestry & Fishing
(GWh/EURm)
no data no data no data no data
Construction (GWh/EURm) no data no data no data no data
Electricity, Gas, Steam & Air Conditioning
Supply (GWh/EURm)
no data no data no data no data
Manufacturing (GWh/EURm) 0.22 0.16 0.12 0.12
Mining & Quarrying (GWh/EURm) no data no data no data no data
Real Estate Activities (GWh/EURm) no data no data no data no data
Transportation & Storage (GWh/EURm) insufficient
data
insufficient
data
no data no data
Water Supply, Sewerage,
Waste Remediation (GWh/EURm)
no data no data no data no data
Trade & Repair of Automobiles (GWh/
EURm)
insufficient
data
insufficient
data
insufficient
data
insufficient
data
7. Activities
Negatively
Affecting
Biodiversity Areas
(% involvement) 1% 0% 0% 0%
8. Emissions to Water (t/EURm) no data no data no data insufficient
data
9. Hazardous waste
ratio
(t/EURm) 25 107 63 37
10. Violations of
UNGC and OECD
Guidelines for Multi-
national Enterprises
Watch (% involvement) 1% 0% 1% 0%
Breach (% involvement) 1% 1% 2% 2%
11. Lack of Processes
& Compliance
Mechanisms to
Monitor Compliance
with UNGC and OECD
guidelines
(% involvement) 67% 66% 68% 81%
86
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Indicators Metrics 2025 2024 2023 2022
12. Unadjusted
Gender Pay Gap
% of Male Gross Hourly Rate No data insufficient
data
no data insufficient
data
13. Board Gender
Diversity
% of Female Board Members 23% 21% 21% 19%
14. Exposure to
Controversial
Weapons
(% involvement) 0% 0% 0% 0%
Voluntary indicators Metrics 2025 2024 2023 2022
Water Usage and
Recycling
% Water Withdrawal 82% 48% 58% n/a
Number of Identified
Cases of Severe
Human Rights Issues
& Incidents
Weighted number of incidents 0.1 0.1 0.1 n/a
Notes: PAI data is sourced from third-party ESG data providers. Limitations to the data provided from third
parties will stem from their coverage and methodologies and from limited disclosures by issuer companies.
Where data is not available, third-party providers may use estimation models or proxy indicators.
Methodologies used by data providers may include an element of subjectivity. Whilst data is collected on an
ongoing basis, in this rapidly evolving environment, data can become outdated within a short time period.
Data for certain metrics may be based on limited data across the portfolio companies.
What were the top investments of this financial product?
Largest investments Sector % assets Country
Samsung Electronics Co., Ltd. Information Technology 5.08 South Korea
Mahindra & Mahindra Ltd. Consumer Discretionary 4.08 India
OCB Corporation Limited Financials 3.52 Singapore
Jardine Matheson Holdings Industrials 2.96 Hong Kong
Taiwan Semiconductor
Manufacturing Co., Ltd.
Information Technology 2.95 Taiwan
DFI Retail Group Holdings Ltd Consumer Staples 2.9 Hong Kong
Cholamandalam Financial Financials 2.9 India
Airtac International Group Industrials 2.9 Taiwan
Hoya Corporation Health Care 2.85 Japan
Alibaba Group Holding Limited Consumer Discretionary 2.75 China
Voltronic Power Tech Corp. Industrials 2.65 Taiwan
Shenzhen Inovance Tech Co Industrials 2.49 China
Tube Investments of India Ltd Consumer Discretionary 2.48 India
Trip.com Group Ltd. Consumer Discretionary 2.27 China
Midea Group Co. Ltd. Class A Consumer Discretionary 2.26 China
What was the proportion of sustainability-related investments?
What was the asset allocation?
The Company invested at least 90% of its Net Asset Value in companies that are
positioned to contribute to, and benefit from, sustainable development. Sustainable
development is based on the Portfolio Manager’s own philosophy explained in the
Investor Disclosure Document.
The list includes the
investments constituting
the greatest proportion
of investments of the
financial product as at
31 December 2025
Asset allocation
describes the share of
investments in specific
assets.
Sustainable Finance Disclosure Regulation (“SFDR”) Report continued
87
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Investments
#1 Sustainable
97.71%
#2 Not sustainable
2.29%
Environmental
54%
Social
100%
Taxonomy-aligned
0.0%
Other
67%
#1 Sustainable covers sustainable investments with environmental or social objectives.
#2 Not sustainable includes investments which do not qualify as sustainable investments.
Notes: The percentages are defined and measured on the basis that each sustainable
investment must contribute to a social objective and may also contribute to an
environmental objective. The percentages will therefore not add to 100.
In which economic sectors were the investments made?
The average holdings (excluding cash) over the reporting period in Global Industry
Classification Standard (GICs) sectors:
Sector % assets
Communication Services 2.95
Consumer Discretionary 16.72
Consumer Staples 10.97
Financials 19.62
Health Care 5.94
Industrials 27. 25
Information Technology 14.26
Cash and cash equivalents 2.29
The Portfolio Manager checks investee companies (via a third-party research
platform and on a quarterly basis) for any revenues derived from exploration, mining,
extraction, production, processing, storage, refining or distribution, including
transportation, storage and trade, of fossil fuels. They disclose any companies above
their material threshold (5% of revenues) on their website.
To what extent were sustainable investments with an environmental objective
aligned with the EU Taxonomy
1
?
Did the financial product investment in fossil gas and/or nuclear energy related activities
Yes
In fossil gas In nuclear energy
5
No
1 Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate
change (“climate change mitigation”) and do not significantly harm any EU Taxonomy objective – see explanatory notes in the
left hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are
laid down in Commission Delegated Regulation (EU) 2022/1214.
To comply, with the EU
Taxonomy, the criteria
for fossil gas include
limitations on emissions
and switching to fully
renewable power or
lower-carbon fuels by
the end of 2035. For
nuclear energy, the
criteria include
comprehensive safety
and waste management
rules.
Enabling activities
directly enable other
activities to make a
substantial contribution
to an environmental
objective
Transitional activities
are economic activities
for which low-carbon
alternatives are not yet
available and that have
greenhouse gas emission
levels corresponding to
the best performance.
88
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
The graphs below show in green the percentage of investments that were aligned
with the EU Taxonomy. As there is no appropriate methodology to determine the
taxonomy-alignment of sovereign bonds*, the first graph shows the Taxonomy
alignment in relation to all the investments of the financial product including
sovereign bonds, while the second graph shows the Taxonomy alignment only in
relation to the investments of the financial product other than sovereign bonds.
0%
50%
100%
OpEx
0.0%
0.0%
0.0%
CapEx
Turnover
1. Taxonomy-alignment of investments
including sovereign bonds*
Ta xonomy-aligned investment
Other investments
0%
50%
100%
OpEx
0.0%
0.0%
0.0%
CapEx
Turnover
1. Taxonomy-alignment of investments
excluding sovereign bonds*
Taxonomy-aligned investment
Other investments
0%
50%
100%
OpEx
0.0%
0.0%
0.0%
CapEx
Turnover
1. Taxonomy-alignment of investments
including sovereign bonds*
Taxonomy-aligned investment
Other investments
0%
50%
100%
OpEx
0.0%
0.0%
0.0%
CapEx
Turnover
1. Taxonomy-alignment of investments
excluding sovereign bonds*
Taxonomy-aligned investment
Other investments
% figures represent taxonomy-aligned investments
*For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures
What was the share of investments made in transitional and enabling activities?
The reported share of investments made in transitional and enabling activities for the
Company is 0%.
How did the percentage of investments aligned with the EU Taxonomy compare with
previous reference periods?
The percentage of investments aligned with the EU Taxonomy for the previous
reference period was 0%.
What was the share of sustainable investments with an environmental
objective that were not aligned with the EU Taxonomy?
The Company does not actively target EU Taxonomy-aligned assets.
As of 31 December 2025, the Company held 61 companies. Based on reported
turnover data, there was no alignment with the EU taxonomy from any of these
companies.
What was the share of socially sustainable investments?
All companies in the Company were aligned to socially sustainable
investments as defined by the Portfolio Manager’s human development
pillars.
What investments were included under “not sustainable”, what was their
purpose and were there any minimum environmental or social safeguards?
The “#2 Not sustainable” assets are cash and near-cash assets held pending
investment, to meet liquidity requirements, or assets held in order to allow
efficient operational exit of positions. Cash is held by the depositary.
Taxonomy-aligned
activities are expressed
as a share of:
– turnover reflecting
the share of revenue
from green activities
of investee
companies
– capital expenditure
(CapEx) showing the
green investments
made by investee
companies, e.g. for a
transition to a green
economy.
– operational
expenditure (OpEx)
reflecting green
operational activities
of investee
companies.
are sustainable
investments
with an
environmental
objective that do not
take into account
the criteria for
environmentally
sustainable economic
activities under the
EU Taxonomy.
Sustainable Finance Disclosure Regulation (“SFDR”) Report continued
89
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
What actions have been taken to attain the sustainable investment objective during
the reference period?
No company is perfect and engagement and voting are key responsibilities for the
Portfolio Manager as long-term shareholders. They believe that engagement is a
means to mitigate business risks, protect against potential headwinds and improve
sustainability outcomes. Engagement is fully integrated into the responsibilities of
the Portfolio Manager as it contributes invaluable insights into their understanding of
each company.
Proxy voting is an extension of the Portfolio Manager’s engagement activities. It is
not outsourced to an external provider or separate proxy voting/engagement team.
The Portfolio Manager considers each proxy vote individually and on its own merits
in the context of their knowledge about that particular company. A breakdown of
voting activity for the Company is detailed below.
Voting activity: 1 January 2025 to 31 December 2025
Number of companies that held voting meetings 72
Number of meetings to vote at 98
Total proposals to vote on 705
Number of votes against management proposals 17
Number of votes abstained from voting 0
Number of shareholder proposals to vote on 0
Number of shareholder proposals voted against 0
Number of shareholder proposals abstained from voting 0
How did this financial product perform compared to the reference sustainable
benchmark?
A sustainable benchmark has not been designated to compare the performance for
the Company.
How did the reference benchmark differ from a broad market index?
Not applicable.
How did this financial product perform with regard to the sustainability indicators to
determine the alignment of the reference benchmark with the sustainable investment
objective?
Not applicable.
How did this financial product perform compared with the reference benchmark?
Not applicable.
How did this financial product perform compared with the broad market index?
Not applicable.
Reference benchmarks
are indexes to measure
whether the financial
product attains the
sustainable objective.
90
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Shareholder Information
Financial Calendar
31 January Financial Year End
April/May Final Results Announced
July AnnualGeneralMeeting
July Dividend Payable
31 July Half Year End
September Half Year Results Announced
Annual General Meeting
TheAnnualGeneralMeetingofPacificAssetsTrustplc
will be held at Dashwood House, 69 Old Broad St,
London EC2M 1QS on Tuesday, 7 July 2026
at 10.30am. Please refer to the Chair’s Statement
beginningonpage4 for details of this year’s
arrangements.
How to Vote
If you hold your shares directly you will have received a
paperproxyformorvotinginstructioncard.Forthis
year’sAnnualGeneralMeetingyoushouldensurethat
thisisreturnedtotheRegistrar,Equiniti,before
10.30amon3July2026.Alternatively,youcanvote
online at www.shareview.co.uk. Shareholders will
requiretheirShareholderReferenceNumber,whichcan
befoundonthepersonalisedproxyformorvoting
instructioncard,toaccessthisservice.Beforeaproxy
canbeappointed,shareholderswillbeaskedtoagree
tothetermsandconditionsforelectronicproxy
appointment. The use of the electronic proxy
appointmentserviceofferedthroughEquinitiLimited,
theCompany’sregistrar,isentirelyvoluntary.
Ifyouholdyoursharesviaaninvestmentplatformora
nominee,youshouldcontactthemtoinquireabout
arrangementstovote.
Profile of the Company’s Ownership
% of shares held at 31 January 2026
Private Wealth
Managers 48%
Other Institutional
34%
Retail
Shareholders
18%
Source:RichardDaviesInvestorRelations
Change of Address
Communicationswithshareholdersaremailedtothe
addressheldontheshareregister.Intheeventofa
changeofaddressorotheramendmentthisshouldbe
notifiedtotheRegistrar,EquinitiLimited,underthe
signatureoftheregisteredholder.
Daily Net Asset Value
The daily net asset value of the Company’s shares can
be obtained on the Company’s website at
www.pacific-assets.com and is published daily via the
LondonStockExchange.
Dividend
Afinaldividendispaidannuallyfollowingapprovalatthe
AnnualGeneralMeeting.Shareholderswhowishtohave
dividends paid directly into a bank account, rather than by
chequepostedtotheirregisteredaddress,cancompletea
mandate form for the purpose. Mandates may be obtained
fromtheRegistrar,EquinitiLimited,onrequest.
Share Prices
The Company’s shares are listed on the London Stock
Exchangeunder‘InvestmentCompanies’.Thepriceis
givendailyintheFinancialTimesandother
newspapers.
91
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
How to Invest
Retail Investors advised by IFAs
The Company currently conducts its affairs so that its
shares can be recommended by Independent Financial
Advisers (“IFAs”) in the UK to ordinary retail investors
in accordance with the Financial Conduct Authority
(“FCA”) rules in relation to non-mainstream investment
products and intends to continue to do so. The shares
are excluded from the FCA’s restrictions which apply to
non-mainstream investment products because they are
shares in an investment trust.
Equiniti – Share Dealing Service
An internet and telephone dealing service is available
through the Company’s registrar, Equiniti. This provides a
simple way for UK shareholders of Pacific Assets Trust plc
to buy or sell the Company’s shares. For full details and
terms and conditions simply log onto
www.shareview.co.uk/dealing or call 03456 037037
between 8.00am and 4.30pm Monday to Friday. This
service is only available to shareholders of Pacific Assets
Trust plc who hold shares in their own name, with a UK
registered address and who are aged 18 and over.
Shareview Dealing is provided by Equiniti Financial
Services Limited which has issued and approved the
preceding paragraph. Equiniti Financial Services Limited,
Highdown House, Yeoman Way, Worthing, West Sussex
BN99 3HH is registered in England and Wales with
number 6208699. Equiniti Financial Services Limited is
authorised and regulated by the Financial Conduct
Authority.
Investment Platforms
The Company’s shares are traded openly on the London
Stock Exchange and can be purchased through a stock
broker or other financial intermediary. The shares are
available through savings plans (including Investment
Dealing Accounts, ISAs, Junior ISAs and SIPPs) which
facilitate both regular monthly investments and lump
sum investments in the Company’s shares. There are a
number of investment platforms that offer these
facilities. The following is a list of some of them, which
is not comprehensive and does not constitute any form
of recommendation:
AJ Bell Youinvest www.youinvest.co.uk/
Barclays Stockbrokers www.smartinvestor.barclays.co.uk/
Bestinvest www.bestinvest.co.uk/
Charles Stanley Direct www.charles-stanley-direct.co.uk/
Halifax Share Dealing www.halifaxsharedealing-online.co.uk
Hargreaves Lansdown www.hl.co.uk/
HSBC www.hsbc.co.uk/investments/
products-and-services/invest-direct/
iDealing www.idealing.com/
Interactive Investor www.ii.co.uk/
IWEB www.iweb-sharedealing.co.uk/
Saxo Capital Markets www.home.saxo
Tillit www.tillitinvest.com/
WealthClub www.wealthclub.co.uk
Risk warnings
Past performance is no guarantee of future
performance. The value of your investment and any
income from it may go down as well as up and you may
not get back the amount invested. This is because the
share price is determined by the changing conditions in
the relevant stock markets in which the Company
invests and by the supply and demand for the
Company’s shares. As the shares in an investment trust
are traded on a stock market, the share price will
fluctuate in accordance with the supply and demand
and may not reflect the underlying net asset value of
the shares; where the share price is less than the
underlying value of the assets, the difference is known
as the ‘discount’. For these reasons investors may not
get back the original amount invested. Although the
Company’s shares are denominated in sterling, it may
invest in stocks and shares which are denominated in
currencies other than sterling and to the extent they do
so, they may be affected by movements in exchange
rates. As a result the value of your investment may rise
or fall with movements in exchange rates. Investors
should note that tax rates and reliefs may change at any
time in the future. The value of ISA tax advantages will
depend on personal circumstances. The favourable tax
treatments of ISAs may not be maintained.
The Company’s investor disclosure document can be
found on the website: https://www.pacific-assets.com/
content/dam/pacific-assets/trust-information/PAC-
Investor-Disclosure-Document.pdf
92
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Notice of the
Annual General Meeting
Notice is hereby given that the Annual General Meeting
of Pacific Assets Trust Public Limited Company (the
“Company”) will be held at Dashwood House, 69 Old
Broad St, London EC2M 1QS on Tuesday, 7 July 2026
at 10.30am for the following purposes:
Ordinary Resolutions
To consider and, if thought fit, pass the following as
Ordinary Resolutions:
1. That the Report of the Directors and the financial
statements for the year ended 31 January 2026
together with the Report of the Auditor thereon be
received.
2. That the Directors’ Remuneration Report for the
year ended 31 January 2026 be received and
approved.
3. That the Directors’ Remuneration Policy set out on
page 53 of the Annual Report for the year ended
31 January 2026 be received, adopted and
approved.
4. That a final dividend for the year ended 31 January
2026 of 5.7p per share be declared.
5. That Ms J L Y Ang be re-elected as a Director.
6. That Mr A M Impey be re-elected as a Director.
7. That Ms N Sahgal be re-elected as a Director.
8. That Mr R E Talbut be re-elected as a Director.
9. That Mr E T A Troughton be re-elected as a Director.
10. That BDO LLP be re-appointed as Auditor to hold
office from the conclusion of the meeting to the
conclusion of the next Annual General Meeting at
which accounts are laid.
11. That the Audit Committee be authorised to
determine the Auditor’s remuneration.
Authority to Allot Shares
12. That, in substitution for all existing authorities (but
without prejudice to the exercise of any such
authority prior to the passing of this resolution), the
Board of Directors of the Company (the “Board”) be
and it is hereby generally and unconditionally
authorised pursuant to and in accordance with
section 551 of the Companies Act 2006 (the “Act”)
to exercise all the powers of the Company to allot
shares in the Company and to grant rights to
subscribe for or to convert any security into shares
in the Company up to an aggregate nominal amount
of £1,428,281 (or if changed, the number
representing 10% of the issued share capital of the
Company (excluding any shares held in treasury)
immediately prior to the passing of this resolution)
on such terms as the Board may determine
provided that this authority shall expire at the
conclusion of the Annual General Meeting of the
Company to be held in 2027 or on the date which is
15 months after the date of passing this resolution,
whichever is the earlier, unless previously revoked,
varied or renewed by the Company in general
meeting and provided that the Company may
before such expiry make an offer or enter into an
agreement which would or might require shares to
be allotted, or rights to subscribe for or to convert
securities into shares to be granted, after such
expiry and the Board may allot shares or grant such
rights in pursuance of such an offer or agreement
as if the authority conferred by this resolution had
not expired.
Special Resolutions
To consider and, if thought fit, pass the following as
Special Resolutions.
Disapplication of Pre-emption
Rights
13. That, in substitution for all existing powers (but
without prejudice to the exercise of any such power
prior to the passing of this resolution) and subject to
the passing of resolution 12 proposed at the Annual
General Meeting of the Company convened for
7 July 2026 (“Resolution 12”), the Board be and it is
hereby generally empowered pursuant to sections
570 and 573 of the Companies Act 2006 (the “Act”)
to allot, or make offers or agreements to allot, equity
securities (within the meaning of section 560 of the
Act) for cash pursuant to the authority conferred on
them by such Resolution 12, and/or by way of a sale
of treasury shares for cash, as if section 561(1) of the
93
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Act did not apply to any such allotment or sale,
provided that this power shall be limited to: the
allotment of equity securities and the sale of
treasury shares up to an aggregate nominal amount
of £1,428,281 (or if changed, the number
representing 10% of the issued share capital of the
Company (excluding any shares held in treasury)
immediately prior to the passing of this resolution)
and shall expire at the conclusion of the Annual
General Meeting of the Company to be held in 2027
or on the date which is 15 months after the date of
passing this resolution, whichever is the earlier,
unless previously revoked, varied or renewed by the
Company in general meeting and provided that the
Company may before such expiry make an offer or
enter into an agreement which would or might
require equity securities to be allotted or treasury
shares to be sold after such expiry and the Board
may allot equity securities or sell treasury shares in
pursuance of such an offer or agreement as if the
authority conferred hereby had not expired.
Authority to Repurchase Shares
14. That, in substitution for all existing authorities (but
without prejudice to the exercise of any such
authority prior to the passing of this resolution),
the Company be and is hereby generally and
unconditionally authorised for the purposes of
section 701 of the Companies Act 2006 (the “Act”)
to make one or more market purchases (within the
meaning of section 693(4) of the Act) of its
ordinary shares of 12.5 pence each in the capital of
the Company (“Ordinary Shares”) either for
cancellation or for retention as treasury shares for
future reissue, resale, transfer or cancellation on
such terms and in such manner as the board of
directors may determine provided that:
(i) the maximum aggregate number of Ordinary
Shares which may be purchased is 17,127,949
or, if lower, the number representing 14.99%
of the issued share capital of the Company
(excluding Ordinary Shares held in treasury)
immediately prior to the passing of this
resolution;
(ii) the minimum price which may be paid for an
Ordinary Share is 12.5 pence (exclusive of
associated expenses);
(iii) the maximum price which may be paid for an
Ordinary Share (exclusive of associated
expenses) shall not be more than the higher of:
(a) an amount equal to 105% of the average of
the middle market quotations for an Ordinary
Share as derived from the London Stock
Exchange Daily Official List for the five dealing
days immediately preceding the day on which
the Ordinary Share is purchased; and (b) the
higher of the price of the last independent
trade and the highest current independent bid
on the London Stock Exchange for an Ordinary
Share at the time the purchase is carried out;
and
(iv) this authority shall expire at the conclusion of
the Annual General Meeting of the Company
to be held in 2027 or on the date which is
15 months after the date of passing this
resolution, whichever is the earlier, unless
previously revoked, varied or renewed by the
Company in general meeting and provided
that the Company may, before such expiry,
enter into a contract to purchase Ordinary
Shares under such authority which will or may
be completed or executed wholly or partly
after such expiry and may make a purchase of
Ordinary Shares pursuant to any such
contract.
General Meetings
15. That any General Meeting of the Company (other
than the Annual General Meeting of the Company)
may be called by not less than 14 clear days’ notice
in accordance with the provisions of the Articles of
Association of the Company provided that the
authority shall expire on the conclusion of the next
Annual General Meeting of the Company to be
held in 2027.
By order of the Board Registered office
Level 3
6 St Andrew Square
Edinburgh
EH2 2BD
Frostrow Capital LLP
Company Secretary
30 April 2026
94
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Notice of the Annual General Meeting continued
Notes
1. If you wish to attend the Annual General Meeting
in person, you should arrive at the venue for the
Annual General Meeting in good time to allow your
attendance to be registered. It is advisable to have
some form of identification with you as you may be
asked to provide evidence of your identity to the
Company’s registrar, Equiniti Limited (the
“Registrar”), prior to being admitted to the Annual
General Meeting.
2. Members are entitled to appoint one or more
proxies to exercise all or any of their rights to
attend, speak and vote at the Annual General
Meeting. A proxy need not be a member of the
Company but must attend the Annual General
Meeting to represent a member. To be validly
appointed a proxy must be appointed using the
procedures set out in these notes and in the notes
to the accompanying proxy form.
If members wish their proxy to speak on their
behalf at the meeting, members will need to
appoint their own choice of proxy (not the chair of
the Annual General Meeting) and give their
instructions directly to them.
Members can only appoint more than one proxy
where each proxy is appointed to exercise rights
attached to different shares. Members cannot
appoint more than one proxy to exercise the
rights attached to the same share(s). If a member
wishes to appoint more than one proxy, they
should contact the Registrar on +44 (0)371 384
2466. Lines are open between 8.30 am and 5.30
pm, Monday to Friday (excluding public holidays in
England and Wales).
A member may instruct their proxy to abstain from
voting on any resolution to be considered at the
meeting by marking the abstain option when
appointing their proxy. 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” the resolution.
The appointment of a proxy will not prevent a
member from attending the Annual General
Meeting and voting in person if he or she wishes.
A person who is not a member of the Company but
who has been nominated by a member to enjoy
information rights does not have a right to appoint
any proxies under the procedures set out in these
notes and should read note 9 overleaf.
3. A proxy form or voting instruction card for use in
connection with the Annual General Meeting has
been sent to shareholders on the shareholder register
at the date of this notice. To be valid any proxy form
or other instrument appointing a proxy, together with
any power of attorney or other authority under which
it is signed or a certified copy thereof, must be
received by post or (during normal business hours
only) by hand by the Registrar at Equiniti Limited,
Highdown House, Yeoman Way, Worthing,
West Sussex BN99 3HH no later than 48 hours
(excluding non-working days) before the time of the
Annual General Meeting or any adjournment of that
meeting.
If you do not have a proxy form and believe that you
should have one, or you require additional proxy
forms, please contact the Registrar on +44 (0)371
384 2466. Other service providers’ costs may vary.
Lines are open between 8.30 am and 5.30 pm,
Monday to Friday (excluding public holidays in
England and Wales).
Alternatively, you can register your proxy
appointment and voting instructions by going to
Equiniti’s Shareview website, www.shareview.co.uk,
and log ging in to your Shareview Portfolio. To register
for a Shareview Portf olio, go to www.shareview.co.uk
and enter the requested information.
4. CREST members who wish to appoint a proxy or
proxies through the CREST electronic proxy
appointment service may do so by using the
procedures described in the CREST Manual and
by logging on to the following website:
www.euroclear.com. CREST personal members or
other CREST sponsored members, and those
CREST members who have appointed (a) voting
service provider(s), should refer to their CREST
sponsor or voting service provider(s) who will be
able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be
properly authenticated in accordance with Euroclear
UK & International Limited’s specifications, and must
contain the information required for such instruction,
as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment
of a proxy or is an amendment to the instruction given
to a previously appointed proxy, must in order to be
valid, be transmitted so as to be received by the
Registrar (ID RA19) no later 48 hours (excluding
non-working days) before the time of the Annual
General Meeting or any adjournment of that meeting.
For this purpose, the time of receipt will be taken to be
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Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
the time (as determined by the timestamp applied to
the message by the CREST Application Host) from
which the Registrar is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies
appointed through CREST should be communicated to
the appointee through other means.
CREST members and, where applicable, their CREST
sponsors or voting service provider(s) should note
that Euroclear UK & International Limited does not
make available special procedures in CREST for any
particular message. Normal system timings and
limitations will, therefore, apply in relation to the
input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to
take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed
(a) voting service provider(s), to procure that his
CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a
message is transmitted by means of the CREST
system by any particular time. In this connection,
CREST members and, where applicable, their CREST
sponsors or voting system providers are referred,
in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system
and timings.
The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
5. If you are an institutional investor you may be able
to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the
Company and approved by the Registrar. For further
information regarding Proxymity, please go to
www.proxymity.io. Your proxy must be lodged by
10.30am on 3 July 2026 in order to be considered
valid. Before you can appoint a proxy via this
process you will need to have agreed to
Proxymity’s associated terms and conditions. It is
important that you read these carefully as you will
be bound by them and they will govern the
electronic appointment of your proxy.
6. In the case of joint holders, where more than one of
the joint holders purports to appoint one or more
proxies, only the purported appointment submitted
by the most senior holder will be accepted.
Seniority is determined by the order in which the
names of the joint holders appear in the Company’s
register of members in respect of the joint holding
(the first named being the most senior).
7. Any corporation which is a member can appoint
one or more corporate representatives. Members
can only appoint more than one corporate
representative where each corporate
representative is appointed to exercise rights
attached to different shares. Members cannot
appoint more than one corporate representative to
exercise the rights attached to the same share(s).
8. To be entitled to attend and vote at the Annual
General Meeting (and for the purpose of
determining the votes they may cast), members
must be registered in the Company’s register of
members at 6.30 p.m. on 3 July 2026 (or, if the
Annual General Meeting is adjourned, at 6.30 p.m.
on the day two working days prior to the adjourned
meeting). Changes to the register of members after
the relevant deadline will be disregarded in
determining the rights of any person to attend and
vote at the Annual General Meeting.
9. 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 member 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
member as to the exercise of voting rights.
10. Information regarding the Annual General Meeting,
including information required by section 311A of
the 2006 Act, and a copy of this notice of Annual
General Meeting, is available from
www.pacific-assets.com
11. Members should note that it is possible that,
pursuant to requests made by members of the
Company under, and meeting the threshold
requirements in, section 527 of the Act, 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 accounts (including the auditor’s report
and the conduct of the audit) that are to be laid
before the Annual General Meeting; or (b) any
circumstance connected with an auditor of the
Company ceasing to hold office since the previous
meeting at which annual accounts and reports were
laid in accordance with section 437 of the Act. The
Company may not require the members requesting
any such website publication to pay its expenses in
complying with sections 527 or 528 of the Act.
Where the Company is required to place a
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Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
statement on a website under section 527 of the
Act, it must forward the statement to the
Company’s auditor not later than the time when it
makes the statement available on the website. The
business which may be dealt with at the Annual
General Meeting includes any statement that the
Company has been required under section 527 of
the Act to publish on a website.
12. As at 29 April 2026 (being the latest practicable
date prior to the publication of this notice) the
Company’s issued share capital consisted of
114,262,507 ordinary shares carrying one vote
each (and no shares were held in Treasury).
Accordingly, the total voting rights in the Company
at 29 April 2026 were 114,262,507 votes.
13. Any person holding 3% or more of the total voting
rights of the Company who appoints a person
other than the chair of the Annual General Meeting
as her/she proxy will need to ensure that both he/
she, and his/her proxy, comply with their
respective disclosure obligations under the UK
Disclosure Guidance and Transparency Rules.
14. Under section 319A of the Act, the Company must
cause to be answered any question relating to the
business being dealt with at the Annual General
Meeting put by a member attending the meeting
unless answering the question would interfere
unduly with the preparation for the meeting or
involve the disclosure of confidential information,
or the answer has already been given on a website
in the form of an answer to a question, or it is
undesirable in the interests of the Company or the
good order of the meeting that the question be
answered.
Members who have any queries about the Annual
General Meeting should contact Frostrow Capital
LLP, the Company Secretary, at 25 Southampton
Buildings, London WC2A 1AL or info@frostrow.com.
Members may not use any electronic address
provided in this notice or in any related documents
(including the accompanying proxy form) to
communicate with the Company for any purpose
other than those expressly stated.
15. The following documents will be available for
inspection at the offices of Frostrow Capital LLP,
25 Southampton Buildings, London WC2A 1AL
during normal business hours on any weekday
(Saturdays, Sundays and English public holidays
excepted) from the date of this notice and at the
venue of the Annual General Meeting from
9.45 a.m. on the day of the Annual General Meeting
until the conclusion of the Annual General Meeting:
15.1 copies of the Directors’ letters of appointment;
and
15.2 copies of the Directors’ deeds of indemnity.
16. Under section 338 and section 338A of the Act,
members meeting the threshold requirements in
those sections have the right to require the
Company (i) to give, to members of the Company
entitled to receive notice of the meeting, notice of
a resolution which may properly be moved and is
intended to be moved at the meeting; and/or (ii) to
include in the business to be dealt with at the
meeting any matter (other than a proposed
resolution) which may be properly included in the
business. A resolution may properly be moved or a
matter may properly be included in the business
unless (a) (in the case of a resolution only) it would,
if passed, be ineffective (whether by reason of
inconsistency with any enactment or the
Company’s constitution or otherwise), (b) it is
defamatory of any person, or (c) it is frivolous or
vexatious. Such a request may be in hard copy form
or in electronic form, must identify the resolution
of which notice is to be given or the matter to be
included in the business, must be authenticated by
the person or persons making it, must be received
by the Company not later than 25 May 2026, being
the date six clear weeks before the meeting, and
(in the case of a matter to be included on the
business only) must be accompanied by a
statement setting out the grounds for the request.
17. In accordance with the Articles, the Company may
impose restrictions on shareholders wishing to attend
the AGM. Such restrictions may include limiting the
number of shareholders permitted to attend the AGM
in person. Other restrictions may be imposed as the
chair of the meeting may specify in order to ensure
the safety of those attending the AGM.
Notice of the Annual General Meeting continued
97
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Explanatory Notes to
the Resolutions
Resolution 1 – To receive the Report of the Directors
and the Financial Statements
The Report of the Directors and the financial
statements for the year ended 31 January 2026 will be
presented to the AGM. These accounts accompany this
Notice of Meeting and shareholders will be given an
opportunity to ask questions at the meeting.
Resolution 2 and 3 – Remuneration Report and Policy
It is mandatory for all listed companies to put their report
on Directors’ remuneration to an advisory shareholder
vote every year and their remuneration policy to a binding
shareholder vote every three years. As shareholders last
approved the Remuneration Policy in 2023, it is proposed
to shareholders for approval at this AGM.
The Directors’ Remuneration Report is set out in full on
pages 51 to 53.
Resolution 4 – Declaration of a Final Dividend for the
year ended 31 January 2026
Resolution 4 seeks shareholder approval for the
declaration of a final dividend of 5.7p per share for the
year ended 31 January 2026.
Resolutions 5 to 9 – Election and Re-election of
Directors
Resolutions 5 to 9 deal with the re-election of each
Director. Biographies of each of the Directors and
details of their specific contribution to the Board can be
found on pages 28 and 29.
The Board has confirmed, following a performance
review, that the Directors standing for re-election
continue to perform effectively.
Resolutions 10 and 11 – Re-appointment of Auditor
and the determination of its remuneration
Resolutions 10 and 11 relate to the re-appointment of
BDO LLP as the Company’s independent Auditor to
hold office until the next AGM and also authorise the
Audit Committee to set their remuneration.
Resolutions 12 and 13 – Issue of Shares
Resolution 12 in the Notice of Annual General Meeting
will renew the authority to allot share capital up to an
aggregate nominal amount of £1,428,281 (equivalent to
11,426,250 shares or 10% of the Company’s existing
issued share capital on 29 April 2026, being the nearest
practicable date prior to the signing of this Report or, if
changed, the number representing 10% of the issued
share capital of the Company immediately prior to the
passing of this resolution). Such authority will expire on
the date of the next AGM or after a period of 15
months from the date of the passing of the resolution,
whichever is earlier. This means that the authority will
have to be renewed at the next AGM.
When shares are to be allotted for cash, Section 561 of
the Companies Act 2006 provides that existing
shareholders have pre-emption rights and that the new
shares must be offered first to such shareholders in
proportion to their existing holding of shares. However,
shareholders can, by special resolution, authorise the
Directors to allot shares otherwise than by a pro rata
issue to existing shareholders. Resolution 13 will,
if passed, give the Directors power to allot for cash
equity securities up to 10% of the Company’s existing
share capital on 28 April 2026, or, if changed, the
number representing 10% of the issued share capital of
the Company immediately prior to the passing of this
resolution as if Section 551 of the Act does not apply.
This is the same nominal amount of share capital which
the Directors are seeking the authority to allot pursuant
to Resolution 12. This authority will also expire on the
date of the next AGM or after a period of 15 months,
whichever is earlier. This authority will not be used in
connection with a rights issue by the Company.
The Directors intend to use the authority given by
Resolutions 12 and 13 to allot shares and disapply
pre-emption rights only in circumstances where this will
be clearly beneficial to shareholders as a whole. The
issue proceeds would be available for investment in line
with the Company’s investment policy. No issue of
shares will be made which would effectively alter the
control of the Company without the prior approval of
shareholders in general meeting.
Shares will only be issued at a premium to the
Company’s cum income net asset value per share at the
time of issue.
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Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Resolution 14 – Repurchase of Shares
The Directors wish to renew the authority given by
shareholders at the previous AGM. The principal aim of a
share buy back facility is to enhance shareholder value
by acquiring shares at a discount to net asset value, as
and when the Directors consider this to be appropriate.
The purchase of shares, when they are trading at a
discount to the net asset value per share, should result in
an increase in the net asset value per share for the
remaining shareholders. This authority, if conferred, will
only be exercised if to do so would result in an increase
in the net asset value per share for the remaining
shareholders and if it is in the best interests of
shareholders generally. Any purchase of shares will be
made within guidelines established from time to time by
the Board. It is proposed to seek shareholder authority
to renew this facility for another year at the AGM.
Under the current Listing Rules, the maximum price
that may be paid on the exercise of this authority must
not exceed the higher of (i) 105% of the average of the
middle market quotations for the shares over the
five business days immediately preceding the date of
purchase and (ii) the higher of the last independent
trade and the highest current independent bid on the
trading venue where the purchase is carried out. The
minimum price which may be paid is 12.5p per share.
Shares which are purchased under this authority may
be cancelled or held in treasury.
Special Resolution 14 in the Notice of AGM will renew
the authority to purchase in the market a maximum of
14.99% of shares in issue on 29 April 2026, being the
nearest practicable date prior to the signing of this
Report (amounting to 17,127,949 shares or, if less, the
number representing 14.99% of the issued share capital
of the Company immediately prior to the passing of this
resolution). Such authority will expire on the date of the
next Annual General Meeting or after a period of
15 months from the date of passing of the resolution,
whichever is earlier. This means that the authority will
have to be renewed at the next AGM or earlier if the
authority has been exhausted.
Resolution 15 – General Meetings
Special Resolution 15 seeks shareholder approval for
the Company to hold General Meetings (other than the
AGM) on at least 14 clear days’ notice. The Company
will only use this shorter notice period where it is
merited by the purpose of the meeting.
Recommendation
The Board considers that the resolutions detailed above
are in the best interests of shareholders as a whole.
Accordingly, the Board unanimously recommends to
shareholders that they vote in favour of the above
resolutions to be proposed at the forthcoming AGM as the
Directors intend to do in respect of their own beneficial
holdings totalling 59,394 shares.
How to Vote
Please submit your votes by proxy using one of the
following methods:
> Electronically using: www.shareview.co.uk;
> Submitting a paper proxy form;
> CREST members may use the CREST electronic
proxy appointment service;
> Institutional investors may also be able to appoint a
proxy electronically via the Proxymity Platform
www.proxymity.io; or
> If you hold your shares through a nominee or
investment platform, please contact them to
enquire about voting arrangements.
Explanatory Notes to the Resolutions continued
99
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Directors
J L Y Ang
1
A M Impey (Chair)
2
N Sahgal FCA
3
R E Talbut
4
E T A Troughton
5
1
Chair of the Engagement & Remuneration Committee
2
Chair of the Nominations Committee
3
Chair of the Audit Committee
4
Senior Independent Director
5
Chair of the Sales, Marketing and Communications
Committee
Registered Office
Level 3
6 St Andrew Square
Edinburgh EH2 2BD
Website: www.pacific-assets.com
Company Registration Number
SC091052 (Registered in Scotland)
The Company was incorporated in Scotland on
21 December 1984.
Portfolio Manager
First Sentier Investors (UK) IM Limited
(trading as FSSA Investment Managers)
Finsbury Circus House,
15 Finsbury Circus,
London EC2M 7EB
Telephone: 0131 473 2200
Website: www.fssaim.com
Authorised and regulated by the Financial Conduct
Authority.
Alternative Investment
Fund Manager
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Telephone: 0203 008 4910
Email: info@frostrow.com
Website: www.frostrow.com
Authorised and regulated by the
Financial Conduct Authority.
Custodian
J.P. Morgan Chase Bank
25 Bank Street, Canary Wharf
London, E14 5JP
United Kingdom
Depositary
JP Morgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
United Kingdom
Company
Information
100
Further Information
Pacific Assets Trust plc Annual Report for the year ended 31 January 2026
Registrar
Equiniti Limited
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
Shareholder Helpline: +44 (0)371 384 2466*
Broker Helpline: 0906 559 6025*
For deaf and speech impaired customers, we welcome
calls via Relay UK. Please see www.relayuk.bt.com for
more information.
* Lines open 8.30 a.m. to 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales).
Notifications of changes of address and enquiries
regarding share certificates or dividend cheques should
be made in writing to the Registrar quoting your
shareholder reference number. Registered shareholders
can obtain further details of their holdings on the
internet by visiting www.shareview.co.uk
Broker
Investec Bank plc
30 Gresham Street
London EC2V 7QP
Solicitors
Dickson Minto LLP
Level 3
6 St Andrew Square
Edinburgh EH2 2BD
Identification Codes
Shares: SEDOL: 0667438
ISIN: GB0006674385
Bloomberg: PAC LN
EPIC: PAC
Global Intermediary Identification
Number (“GIIN”)
MAEPFZ.99999.SL.826
Legal Entity Identifier (“LEI”)
2138008U8QPGAESFYA48
Avoid investment fraud
1 Reject cold calls
If you’ve received unsolicited contact about
an investment opportunity, chances are
it’s a high risk investment or a scam. You
should treat the call with extreme caution.
The safest thing to do is to hang up.
2 Check the FCA Warning List
The FCA Warning List is a list of firms and
individuals we know are operating without
our authorisation.
3 Get impartial advice
Think about getting impartial financial
advice before you hand over any money.
Seek advice from someone unconnected to
the firm that has approached you.
Report a Scam
If you suspect that you have been
approached by fraudsters please tell the
FCA using the reporting form at
www.fca.org.uk/consumers/report-
scam-unauthorised-firm. You can also call
the FCA Consumer Helpline on
0800 111 6768
If you have lost money to investment fraud,
you should report it to Action Fraud on
0300 123 2040 or online at
www.actionfraud.police.uk
Find out more at
www.fca.org.uk/scamsmart
Investment scams are
designed to look like
genuine investments
Spot the warning signs
Have you been:
• contacted out of the blue
• promised tempting returns
and told the investment is safe
• called repeatedly, or
• told the offer is only available
for a limited time?
If so, you might have been
contacted by fraudsters.
Remember: if it sounds too
good to be true, it probably is!
Be ScamSmart
Company Information continued
Contact details
Pacific Assets Trust plc
25 Southampton Buildings
London
WC2A 1AL
www.pacific-assets.com
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Pacific Assets Trust plc Annual Report for the year ended 31 January 2026