ASHOKA INDIA EQUITY INVESTMENT TRUST PLC
ANNUAL REPORT AND ACCOUNTS
FOR THE YEAR ENDED 30 JUNE 2025
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
About Us
Company Status
Ashoka India Equity Investment Trust plc (the “Company”) is an
investment company, incorporated on 11 May 2018. Following its
successful flotation on 6 July 2018, its shares are listed on the
main market of the London Stock Exchange. The Company is a
member of the Association of Investment Companies (“AIC”).
Investment Objective
The investment objective of the Company is to achieve long-term
capital appreciation, mainly through investments in securities listed
in India and listed securities of companies with a significant
presence in India. Details of the Company’s investment policy is
set out on page 10.
Investment Manager and Investment Adviser
Acorn Asset Management Ltd (“Acorn”) is responsible for
management of the Company’s assets and is the appointed
Alternative Investment Fund Manager (“AIFM or Investment
Manager”) for the purposes of the UK AIFM Regime. Acorn has
appointed Ashoka WhiteOak Capital Pte. Ltd. (“Ashoka WhiteOak
Capital Partners or the Investment Adviser”), a boutique investment
advisory firm, to provide investment advisory services to it. Acorn
is entirely owned by Ashoka WhiteOak Capital Pte. Ltd. Further
details of these appointments are provided on pages 27 and 28.
Capital Structure
The Company’s capital is composed of ordinary shares and
management shares. Details are given on page 28 and in note 12
to the financial statements.
ISA Status
The Company’s shares are eligible for Stocks and Shares ISAs.
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 pooled investment products because they are
shares in an investment trust.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Contents
1
FINANCIAL INFORMATION AND PERFORMANCE SUMMARY 2
STRATEGIC REPORT
CHAIRMAN’S STATEMENT 3
INVESTMENT MANAGER’S REPORT 6
TOP TEN HOLDINGS 9
INVESTMENT POLICY, RESULTS AND KEY PERFORMANCE INDICATORS 10
RISK AND RISK MANAGEMENT 13
ENVIRONMENTAL, SOCIAL AND GOVERNANCE POLICY 16
STAKEHOLDER ENGAGEMENT – SECTION 172 REPORT 21
ADDITIONAL INFORMATION 24
INVESTMENT TEAM 26
GOVERNANCE
DIRECTORS’ REPORT 27
CORPORATE GOVERNANCE 33
DIRECTORS’ REMUNERATION REPORT 39
AUDIT COMMITTEE REPORT 43
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 46
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ASHOKA INDIA EQUITY INVESTMENT TRUST PLC 47
FINANCIAL STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME 57
STATEMENT OF FINANCIAL POSITION 58
STATEMENT OF CHANGES IN EQUITY 59
STATEMENT OF CASH FLOWS 60
NOTES TO THE FINANCIAL STATEMENTS 61
OTHER INFORMATION
ALTERNATIVE PERFORMANCE MEASURES 79
GLOSSARY 80
DIRECTORS, INVESTMENT MANAGER AND ADVISERS 82
NOTICE OF ANNUAL GENERAL MEETING 83
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Financial Information and Performance Summary
2
Financial information
As at 30 June 2025 As at 30 June 2024
Net asset value (“NAV”) per Ordinary Share (cum income) 278.9p 279.3p
Ordinary Share price 281.5p 284.0p
Ordinary Share price premium to NAV
1
0.9% 1.70%
Net assets £476.2million £435.4million
Performance summary
For the For the
Year ended Year ended
30 June 2025 30 June 2024
%
2,3
%
3
Share price total return per Ordinary Share
1
–0.9% 35.90%
NAV total return per Ordinary Share
1
–0.2% 35.50%
MSCI India Investable Market Index (‘IMI’) total return (sterling terms)
2,3
–6.6% 37.70%
1 These are Alternative Performance Measures.
2 Total returns in sterling for the year ended 30 June 2025 and 2024.
3 Source: Ashoka WhiteOak Capital Pte. Ltd.
Alternative Performance Measures (“APMs”)
The disclosures as indicated in the footnote above represent the Company’s APMs. Definitions of these APMs and other performance
measures used by the Company, together with how these measures have been calculated, can be found on page 79.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Chairman’s Statement
3
Welcome to the seventh annual results of Ashoka India Equity
Investment Trust plc for the year ended 30 June 2025.
First, the very good news. Since launch in July 2018, the
Company’s assets have grown from c.£46million to approximately
£450 million thanks to a combination of outstanding performance
and growth from share issuance. On behalf of the Board, I am
pleased to confirm that, as a result, Ashoka India Equity
Investment Trust plc was promoted to the FTSE250 Index on
23June 2025. This is a remarkable achievement and the Board is
duly proud of the outstanding and consistent performance of both
the Investment Manager and the Investment Adviser and heartily
congratulates Prashant Khemka and Ayush Abhijeet, the
Company’s lead investment managers.
As announced on 5 August 2025, I am delighted to confirm that
Hiren Dasani, an experienced, senior investor, has joined Ashoka
WhiteOak Capital Partners as Chief Investment Officer of Emerging
Markets and will act as co-portfolio manager of this Company
alongside Prashant and Ayush with immediate effect.
However, the less good news is for me to be disappointed to write
this statement at a period when the geopolitical pressures across
the world have not lessened since this time last year. My “heroic
assumptions” for a more peaceful world were misplaced; Russia
continues to bombard Ukraine in an unrelenting mission to
subsume that sovereign nation back into the old Soviet Union and
tensions in the Middle East have increased as Israel widens the
scope of the conflict. To add to this, the possibility of disruption in
global trade as a result of tariffs imposed by President Trump on
US imports is a further unwanted distraction. As I have written
many times before, these conditions are hardly conducive for
investment managers to perform at their best but it does appear
that, overall, markets are continuing to take the ceaseless negative
newsflow in their stride and show resolute reluctance to go down.
India is a case in point, positioned as it is as a long-term trading
ally of Russia whilst, at the same time, pursuing the seemingly
unstoppable aim of economic growth, both domestically and
abroad. However, in the year under review, the Company’s
benchmark index, the MSCI India IMI, (in sterling) fell by 6.6%
showing that even such a fast-growing economy is not immune
from market forces.
Performance
Last year I mentioned that your Board is only too well aware of how
impressive performance has been since launch in 2018, both in
relative and absolute terms, and spends a fair amount of time
wondering about “bumps in the road ahead”. It’s fair to say that the
volatility during the last year caused heads to be scratched but
remarkably, given the conditions I have outlined, the investment
team has again managed to outperform the benchmark index for
the year to 30 June 2025, recording a small negative net asset value
(NAV) return of 0.2% in sterling terms, an outperformance of 6.4%.
It is also worth recording that over the five-year period to 30 June
2025, in sterling terms, the Company’s NAV increased by 167.8%
against the index rise of
123.6%; since launch in 2018, the
numbers are 184.6% versus 106.8%, a highly satisfactory result
for our long-term shareholders.
As is made clear in the Investment Manager’s Report that follows,
India is currently exposed to potential US tariffs and affected by a
degree of economic uncertainty worldwide. As the US is India’s
largest export market, it is hoped that the first issue will soon be
resolved and that both will have only a short-term impact. However,
since the end of the Company’s 2025 financial year, both the NAV
and share price have weakened a little; as at 6 October 2025, the
latest practicable date before publication of this Report, the NAV
was 270.5p and the share price 263.0p, a discount of 2.8%.
Share Issuance
As an investment destination for UK-based shareholders, India
constitutes a very small percentage of the total, still being
considered a single-country, emerging market. To an extent, this
status may protect the Company from the worst of short-term
trading volatility caused by extraneous events and it also suggests
that, on occasional weakness, new investors are attracted to the
Company by its impressive performance record and existing
shareholders show willingness to increase exposure. As a result,
the Company continued to respond to demand and issued new
shares at a small premium to the prevailing net asset value. In total,
14,849,496 new shares were issued during the year under review,
raising a total of £42.2 million.
Since year end, issuance has continued and, as at the date of this
Report, there were 171,491,893 shares in issue.
STRATEGIC REPORT
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Chairman’s Statement (continued)
4
Revenue and Dividends
The Company’s principal objective is to provide returns through
long-term capital appreciation, with income being a secondary
consideration. Therefore, shareholders should not expect that the
Company will pay an annual dividend, under normal circumstances.
Whilst the portfolio does generate a small amount of income, this
is used to defray running costs. However, the Company has been
generating revenue almost by default during the year under review
as the portfolio’s investee companies distribute available and
excess cash to their shareholders. As a result, this will be the
firstyear that the Company pays a dividend in order to comply with
rules governing investment trust status. Added to reserves retained
in previous years, this dividend amounts to 0.5p per share and will
be paid on 31 October 2025 to shareholders on the register as at
10 October 2025. At this early stage, it remains unclear whether
this will now become an annual event.
Redemption Facility
The Company has a redemption facility through which shareholders
are entitled to request the redemption of all or part of their holding
of Ordinary Shares on an annual basis. The Redemption Point for
the Ordinary Shares this year is 30September 2025.
As announced on 4 September 2025, the total number of ordinary
shares in respect of which valid redemption requests were received
for this Redemption Point was 2,549,082. All of the Ordinary
Shares will be redeemed by the Company. All shareholders who
validly applied to have shares redeemed will receive a redemption
price of 267.19 pence per share. It is expected that dispatch of
payments in respect of the valid redemption requests will be made
on or before 13 October 2025.
Performance Fee
Even considering the slightly negative number for the year under
review, the Company’s investment performance has been
outstanding since launch in 2018 and returns from investing in the
Company, an actively-managed investment company specialising
in Indian equities across the market cap spectrum, have been
compelling.
To remind shareholders of the Company’s fee arrangements, no
annual management fee is paid; the Investment Manager, Acorn
Asset Management Ltd, is remunerated solely by means of a
performance fee based on the level of performance relative to the
Company’s benchmark index, the MSCI India IMI, over discrete
three-year periods. The first such period ended on 30 June 2021,
the second on 30 June 2024 and we are now one third into the
measurement period that runs from 1 July 2024 to 30 June 2027.
It is for this latest period that a performance fee is being accrued
to the Investment Manager and this currently amounts to
£16.0million. Full details of the performance fee can be found on
page 29 of this Annual Report. I remind shareholders that any
performance fee is fully accrued in the daily NAV calculation.
For the current year and beyond, a very modest amendment to
the Investment Management Agreement has been made. This is
purely a technical wording adjustment clarifying the performance
fee payment between the Company and the Investment Manager
which does not alter the essence of the arrangement and is not
considered material.
The Company’s portfolio is actively managed and seeks an excess
return relative to its benchmark index (known as “alpha”). This
investment style may lead to occasional greater volatility than the
benchmark index but has produced outstanding returns for
shareholders since inception. The Board remains fully supportive
of this investment approach and remuneration structure.
Operational Developments and Governance
During the year, we completed the transition of Company
Secretary and Administrator responsibilities to NSM Funds (UK)
Limited, effective 1 January 2025, thus reuniting with experienced
senior personnel who oversaw the launch of this Company in
2018.
The Board has continued to engage with shareholders and
undertook an externally-facilitated evaluation in 2025 to ensure we
remain committed to maintaining high standards of governance,
oversight and accountability.
Annual General Meeting
The Company will hold its Annual General Meeting on
10December 2025 at the offices of Stephenson Harwood LLP,
1Finsbury Circus, London EC2M 7SH starting at 11am. An on-line
presentation will be given by the Investment Manager and the
Board will be delighted to see all shareholders who are able to
attend.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
5
Outlook
More of the same only better I think is an appropriate way to
describe the future for this Company. Long-term shareholders are
only too well aware of the outstanding returns that have been
produced and, as global news outlets constantly report and I bang
on about at every opportunity, the economic growth prospects for
the powerhouse of the Indian economy remain intact even after a
relatively lacklustre year compared to recent times.
The threats are well known: geopolitical tensions worsening rather
than abating; tariff wars interrupting global trade affecting Indian
exports; over-expansion exuberance in the domestic market;
China regaining its poise – the list goes on.
What I think has not changed, however, and is unlikely to, is the
appetite within India to succeed, both domestically and on the
global stage. This extends from Government initiatives through the
already-affluent middle classes and on to the burgeoning new
entrepreneurial class of business leaders who see the opportunities
opening up in front of them and who have available to them a
willing, very able and educated workforce. As mentioned before,
the vast majority of this intelligent cohort speaks good English, the
lingua franca of the global commercial world and an imperative as
a tool to escape domestic boundaries. The investable opportunities
presenting themselves to our investment management teams
continue to grow as India’s economy develops and these new
enterprises emerge.
India’s structural growth story remains very much intact driven by
favourable demographics, digital transformation and manufacturing
reforms. To fully capitalise on these opportunities, the Company
may now invest up to 12% of its gross assets (at the time of
investment) in unquoted companies. Following detailed discussions
with the Investment Manager, the Board has agreed to a final
increase in this limit to 15% of gross assets (at the time of
investment), subject to approval by shareholders at this year’s AGM.
Your Board is wholly supportive of the Investment Manager’s
proprietary method of approaching investment decisions, of
adhering to best-practice corporate governance standards and of
finding early access to tomorrow’s success stories and firmly
believes that allowing the investment teams to have adequate
flexibility is likely to yield the best return for shareholders over the
longer term.
My optimistic nature remains intact although it has taken a bit of a
bruising as the geopolitical situation remains a tinderbox. To
compensate, I still find it difficult to imagine a near-future world that
doesn’t have India as a principal driver of economic growth.
President Trump is an acquired taste, of that there is no doubt, but
on certain levels it is difficult to argue against his position on the
imbalance of global trade over several decades. Whether or not
an agreed tariff system will correct this inequality is up for debate
but the readiness of most countries to negotiate suggests that it
might.
Should I be foolish enough to hope that Trump can also pull off his
declared intention of ending two wars? My (uneasy) prediction is
that tensions in the Middle East will abate, but never go away
completely, and that Putin will fight on. I really hope to open next
year’s statement with an acknowledgement of how wrong I was
on this second point.
As ever, my sincere thanks for being a shareholder in the Company
and, to end on a positive note, India remains an extremely attractive
destination for investors and I think this is even more so over
coming years, possibly decades. The Company has a talented
team at the helm, and behind the scenes analysing potential
investments, and is, in your Board’s view, positioned better than
any to exploit investment opportunities as they arise. Ashoka
WhiteOak Capital Partners have established deserved reputations
in India for being high quality investors and Ifirmly believe this will
translate into continued excellent, long-term returns for our
shareholders.
Andrew Watkins
Chairman
8 October 2025
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Investment Manager’s Report
6
Performance Review
During the year ended 30 June 2025, the Company’s total NAV
return outperformed the benchmark index by 6.4% delivering
–0.2%, compared to –6.6% for the MSCI India IMI (in sterling
terms)*. Since 31 July 2018 (the date post IPO when the Company
was fully invested), the Company has delivered 88.3% of net
cumulative outperformance, with a 180.8% absolute return
compared to the benchmark return of 92.5%, both in sterling
terms. Strong stock selection especially in mid and small caps has
been a tailwind.
* Shareholders should note that the MSCI India IMI Index (sterling terms) does not deduct taxes,
unlike active and passive funds, such as the Company.
Key contributors & detractors for the year
ended 30 June 2025
Portfolio
Ending Portfolio
Weight Total Return
Contributors (%) (%)*
OneSource Specialty Pharma 4.1 +55.6
Bharti Airtel 4.0 +25.5
Cholamandalam Financial Holdings 1.7 +33.7
Portfolio
Ending Portfolio
Weight Total Return
Detractors (%) (%)
Varun Beverages 0.0 –27.2
Tata Consultancy Services 1.8 –17.9
Grindwell Norton 0.3 –43.0
* Source data: FactSet.
Contributors
OneSource Specialty Pharma Ltd., a specialty-focused
Contract Development and Manufacturing Organisation (“CDMO”)
with capabilities in biologics, complex injectables, and drug-device
combinations, outperformed following a strong operating result for
the period December 2024 – March 2025, which was also its first
profitable quarter since listing. The turnaround was driven by a
favourable product mix, operational efficiencies, and successful
integration of acquired entities, leading to cross-selling
opportunities and cost synergies. The management has outlined a
US$100 million capex plan for the new fiscal year while maintaining
stronger debt service ability and targeting to become debt-free over
the next few years. These developments have also contributed to
a rerating of the stock, reflecting investor confidence in the
company’s growth trajectory.
Bharti Airtel is the leading telecom company in India with
presence across wireless, fixed broadband, enterprise and
Direct-To-Home TV broadcast services. The company also
operates wireless and mobile money operations in several African
markets. The company is well-positioned to benefit from improving
industry structure and pricing outlook within the Indian wireless
market. Execution remains strong across all business lines,
underpinned by a disciplined approach to capital allocation and a
focus on sustainable returns. Following the recent industry-wide
tariff hike, Bharti Airtel has consistently outperformed peers across
key operating metrics, reflecting both its high-quality subscriber
base and sustained operational excellence.
Cholamandalam Financial Holdings is a holding company
owned by the Murugappa Group, with a stake in two fast-growing
and well-run businesses: (1) ~44% stake in Cholamandalam
Investment and Finance Company (“CIFC”) and (2) 60% stake in
Chola MS General Insurance. CIFC primarily operates in vehicle
finance, home equity, and affordable home loan categories, and
its strength lies in its ability to underwrite and collect dues from
customers in rural and semi-urban markets, where income
streams are relatively less predictable. CIFC’s operating
performance in recent quarters has been solid, and the company
has also made progress in three new lending segments.
Cholamandalam Fin. Holdings largely derives its value from CIFC,
where the operating performance has been better than the
previous year as utilisation rates seem to have bottomed out, and
the management guided for an improving trajectory of asset
quality. Additionally, the monetary easing by the central bank is
expected to reduce the cost of funds and enhance the margin
profile for a fixed-rate lender such as CIFC, which has been a key
driver of the stock’s recent performance.
Detractors
Varun beverages Ltd (“VBL”) is one of the largest bottlers for
the global brand PepsiCo, with which it has been associated since
the 1990s. The company serves as PepsiCo’s exclusive bottling
partner across most regions in India, accounting for over 90% of
the brand’s volumes in the country. This scale and long-standing
relationship position VBL as a critical strategic partner within
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
7
PepsiCo’s global franchise network. The company produces and
distributes a wide range of carbonated soft drinks,
non-carbonated drinks and packaged water, sold under the
trademarks owned by PepsiCo. On the back of its strong
execution capabilities, extensive infrastructure rollouts, and
sustained market development initiatives, Varun Beverages Ltd.
(VBL) has significantly expanded PepsiCo’s retail presence across
India and select international markets. The company’s operations
now span 14 countries, including India, Sri Lanka, and Nepal in
the Indian subcontinent, as well as 11 countries across Africa,
underscoring its position as a key growth partner for PepsiCo in
emerging markets. Through backward integration the company
has also established facilities for production of preforms, crowns,
plastic closures, corrugated boxes, and shrink-wrap films to
ensure operational efficiencies and high-quality standards. Over
the last few years, VBL’s energy drink “Sting” has grown
exponentially, hence accelerating its growth and margins.
However, the stock’s underperformance has been most likely on
account of slower than expected growth in a few quarters due to
early onset of monsoon and rising competitive intensity.
Tata Consultancy Services (“TCS”) is India’s largest IT services
company. It has a strong global presence especially in key markets
of North America and Europe, along with a high-quality customer
portfolio. TCS operates across seven major verticals: (a) banking,
financial services and insurance, (b) retail & consumer packaged
goods, (c) manufacturing, (d) life sciences, (e) hi-tech, (f) telecom, and
(g) other niche markets. TCS has proven over long periods of time
its ability to execute large multi-service, multi-geo transformation
deals across segments like Infrastructure, online applications and
Business Process Outsourcing, on the back of its wide set of
capabilities. The company has one of the lowest attrition rates in the
industry, leading to better preservation of its institutional knowledge.
While TCS has the most resilient business models, and one of the
best execution engines within the IT services industry globally, the
stock underperformed amid a challenging macro environment with
demand uncertainty in North America.
Grindwell Norton (“GWN”) pioneered the manufacturing of
grinding wheels in India in 1941 and became the first
majority-owned subsidiary of French major Saint-Gobain in India in
1996. GWN’s businesses include abrasives, ceramics, and plastics
(including silicon carbide, performance ceramics and refractories,
and performance plastics), as well as a captive IT development
centre. The company has significantly increased its capital
expenditure (capex) over the last three financial years in order to
capture market share across segments globally. The stock
witnessed a correction on account of weaker-than-expected
operating performance in the abrasives segment, driven by
intensified competition from imports, along with subdued growth
in the ceramics segment arising from both moderating export
demand and softer domestic consumption.
Investment Outlook
The calendar year so far has been marked by a volatile global
macroeconomic environment, shaped by persistent geopolitical
tensions, uneven monetary policy actions across major
economies, and fluctuating commodity prices. Adding to these
pressures, trade tariff–related uncertainty has disrupted global
supply chains and clouded the outlook for cross-border trade,
further weighing on business confidence and dampening global
growth momentum.
However, amid these global headwinds, economies such as India
have continued to display relative resilience. Supported by benign
macroeconomic conditions, including moderating inflation and a
favourable policy environment, India has been able to sustain one
of the strongest growth trajectories among major economies
despite the volatile external backdrop.
While India has experienced a cyclical slowdown over the last year,
recent high frequency indicators suggest that the deceleration may
already be bottoming out. Real GDP growth accelerated to 7.8%
in the first quarter of the 2026 financial year (vs. 7.4% in fourth
quarter of the 2025 financial year). The expansion was
broad-based, with investment gross fixed capital formation growth
at 7.8%, private consumption growth at 7.0% and government
consumption growth sharply up at 7.4% on a low base in the first
quarter of the 2025 financial year due to election-related slowdown
in spending. On the positive side, it is likely that the recently
announced Goods and Services Tax cuts, the upcoming festive
season and strong trends in rural demand will provide a fillip to
domestic demand. Moreover, a favourable monsoon season is
expected to support rural incomes and consumption, providing an
additional tailwind for demand recovery in the coming quarters.
From a monetary policy perspective, there is still room for
continued easing with inflation expected at 3% for the 2026
financial year end. On balance, India is among the very few
economies in the world that possess the full complement of
appropriate market conditions backed by pro-reform government
policies that aim to deliver sustainable growth over the long term.
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Investment Manager’s Report (continued)
8
Near-term, the imposition of tariffs has understandably generated
concerns regarding potential effects on economic growth. Since
the beginning of August 2025, President Trump has announced a
25% tariff on India, along with a 25% penalty, which is linked to
India’s energy trade with Russia. It is likely that this set of tariff
announcements is an opening salvo in a trade negotiation process
and ultimately tariffs could settle down at more reasonable levels,
in-line with those applied to other trading partners (c.15-25%).
However, it is worth highlighting that India remains a largely
domestically driven economy, with relatively low trade intensity
compared to other emerging markets. Exports to the US
(US$87billion in the 2025 financial year) represent approximately
2% of India’s GDP. India’s principal export categories to the US
comprise electronics, gems and jewellery, textiles and
pharmaceutical products. At present, both electronics and pharma
exports remain exempt from tariffs. Beyond merchandise exports,
India’s largest export to the US is software services, estimated at
c.US$100billion. Importantly, these remain outside the scope of
tariff discussions, as the US continues to run a trade surplus in
services. From an equity market perspective, the direct impact of
tariffs could be more muted than believed, considering less than
2.0% of MSCI India IMI revenue is subject to tariff risk, in our
estimates. That said, a prolonged tariff war involving India
represents a key downside risk offsetting some of the gains from
policy support and improving domestic consumption.
Amid tariff-related uncertainty, India’s strong macroeconomic
fundamentals have been reinforced by S&P’s recent upgrade of
India’s sovereign credit rating from ‘BBB–’ to ‘BBB’. This action
follows S&P’s adjustment of India’s outlook to positive in May
2024. The upgrade is attributed to three main factors: improved
fiscal management through higher-quality government spending,
strong economic growth, and stable monetary policy.
With a workforce of nearly 600 million, the need to create enough
high productive jobs to benefit from the demographic dividend
would remain India’s key challenge in the long term. To boost
productivity, the government has undertaken a large number of
supply-side measures over the last decade, including (1) labour
reforms, (2) reduction in corporate tax rates, (3) bankruptcy
reforms, (4) strengthening financial and corporate balance sheets,
and, (5) incentives for domestic manufacturing through Production
Linked Incentive scheme, among others. These efforts have
contributed to a steady rise in manufacturing gross value added,
particularly in new-age sectors such as electronics. Continued
policy support provides India with strong tailwinds to further scale
up manufacturing in multiple sunrise industries, even against the
backdrop of near-term tariff-related uncertainties. At the same
time, India has also achieved a considerable degree of success in
leveraging its skilled workforce to increase its services exports.
India’s diversified corporate landscape and steadily improving
return ratios reinforce its position as one of the most attractive
emerging markets for capturing sustained equity outperformance.
Also noteworthy has been the corporate deleveraging and cleaning
up of banks’ balance sheets with a marked decline in
non-performing loans over the last decade. Near-term tariff-related
headwinds notwithstanding, Indian manufacturing is poised to play
an increasingly important role in global supply chains. Leading
multinationals such as Apple and Samsung continue to expand
their production footprint in the country, reinforcing India’s
emergence as a strategic hub within the global manufacturing and
supply chain ecosystem. Furthermore, India’s services
exports–led by IT services and Global Capability Centers
(“GCC”)–continue to grow steadily, providing a key cushion to the
external sector. Moreover, unlike some of its other large EM peers,
India’s economy is inherently much more consumption-oriented
than investment driven, and the thrust of policymaking in recent
years has been towards capacity building which is likely to ensure
that economic growth is sustainable and broad-based and not
propelled by a rise in leverage.
The Investment Adviser believes that India is at the cusp of realising
its true economic potential with young demographics, superior
corporate profitability and megatrends of digitalisation and
formalisation emerging as the structural drivers of the India growth
story. Additionally, the most attractive aspect of investing in India
is what we see as the outsized alpha opportunity that the market
presents compared to any other equity market globally, particularly
as the Indian market is still relatively under-researched. Such alpha
opportunities are present across the large, mid, and small cap
spectrum. All these factors place India as one of the most
promising economies over the medium term and make for a highly
compelling investment proposition.
Backed by the well-resourced team of the Investment Adviser,
Ashoka India Equity Investment Trust plc is well positioned to
capitalise, from a bottom-up perspective, on the investment
opportunities on offer within the Indian equities space.
Acorn Asset Management Ltd
Investment Manager
8 October 2025
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 8
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Top Ten Holdings
9
Percentage
of net
Value assets
As at 30 June 2025 Sector (£’000) (%)
ICICI Bank Financials 21,020 4.4
Onesource Specialty Pharma Healthcare 20,885 4.4
Bharti Airtel Communication Services 20,360 4.3
Bajaj Finserv Financials 13,760 2.9
Manjushree Technopack Industrials 13,438 2.8
HDFC Bank Financials 12,328 2.6
Computer Age Management Services Industrials 11,823 2.5
Eternal Consumer Discretionary 11,524 2.4
Info Edge Communication Services 10,846 2.3
Bharat Electronics Industrials 10,515 2.2
Top ten holdings 30.8
Other holdings 70.6
Total holdings 101.4
Capital gains tax provision plus cash and other assets/liabilities (1.4)
Total 100.0
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 9
Investment Policy
The Company shall invest primarily in securities listed on any
recognised stock exchange in India and securities of companies
with a Significant Presence in India that are listed on stock
exchanges outside India. The Company may also invest up to 12%
of Gross Assets (calculated at the time of investment) in unquoted
companies with a Significant Presence in India.
A company has a “Significant Presence in India” if, at the time
of investment, it has its registered office or principal place of
business in India, or exercises a material part of its economic
activities in India.
The Company shall primarily invest in equities and equity-related
securities (including preference shares, convertible unsecured loan
stock, rights, warrants and other similar securities). The Company
may also, in pursuance of the investment objective:
• hold publicly traded and privately placed debt instruments
(including bonds, notes and debentures);
• hold cash and cash equivalents including money market
liquid/debt mutual funds;
• hold equity-linked derivative instruments (including options
and futures on indices and individual securities);
• hedge against directional risk using index futures and/or cash;
• hold participation notes; and
• invest in index funds, listed funds and exchange traded funds.
Notwithstanding the above, the Company does not intend to utilise
derivatives or other financial instruments to take short positions, nor
to increase the Company’s gearing in excess of the limit set out in
the borrowing policy, and any restrictions set out in this investment
policy shall apply equally to exposure through derivatives.
The Company will invest no more than 15% of Gross Assets in any
single holding or in the securities of any one issuer (calculated at
the time of investment) and will typically invest no more than 40%
of Gross Assets in any single sector (calculated at the time of
investment).
The Company is not restricted to investing in the constituent
companies of any benchmark. It is expected that the Company’s
portfolio will comprise a minimum of 50 investments.
In order to comply with the UK Listing Rules, the Company will not
invest more than 10% of Gross Assets in other listed closed-ended
investment funds, except that this restriction shall not apply to
investments in listed closed-ended investment funds which
themselves have stated investment policies to invest no more than
15% of their gross assets in other listed closed-ended investment
funds. Additionally, in any event the Company will itself not invest
more than 15% of its Gross Assets in other investment companies
or investment trusts which are listed on the Official List.
The Company does not expect to take controlling interests in
investee companies and will at all times invest and manage the
portfolio in a manner consistent with spreading investment risk and
in accordance with the FPI Regulations and applicable law.
It is expected that the Company’s investments will predominantly
be exposed to non- sterling currencies (principally Indian rupees)
in terms of their revenues and profits. The base currency of the
Company is Sterling, which creates a potential currency exposure.
Whilst the Company retains the flexibility to do so, it is expected in
the normal course that this potential currency exposure will not be
hedged using any sort of foreign currency transactions, forward
transactions or derivative instruments.
No material change will be made to the investment policy without
the approval of Shareholders by ordinary resolution. As stated in
the Chairman’s Statement, the Board has agreed to a final increase
from 12% to 15% in the Company’s limit to invest in gross assets
(calculated at the time of investment) in unquoted companies with
a Significant Presence in India. An ordinary resolution has been put
forward for approval by shareholders at this year’s AGM.
Borrowing policy
The Company may deploy gearing to seek to enhance long-term
capital growth and for the purposes of capital flexibility and efficient
portfolio management. The Company may be geared through
bank borrowings, the use of derivative instruments that have the
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Investment Policy, Results and Key Performance Indicators
10
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
11
effect of gearing the Company’s portfolio, and any such other
methods as the Board may determine. Gearing will not exceed
20% of Net Asset Value at the time of drawdown of the relevant
borrowings or entering into the relevant transaction, as
appropriate.
Asset allocation at year end
The breakdown of the top ten holdings and the industrial
classification of the portfolio at the Company’s year-end are shown
on page 9.
Dividend policy
The Board intends to manage the Company’s affairs to achieve
Shareholder returns through capital growth rather than income.
Therefore, it should not be expected that the Company will pay an
annual dividend.
Regulation 19 of the Investment Trust (Approved Company) (Tax)
Regulations 2011 provides that, subject to certain exceptions, an
investment trust may not retain more than 15% of its income in
respect of each accounting period. Accordingly, the Company may
declare an annual dividend from time to time for the purpose of
seeking to maintain its status as an investment trust.
Results and dividend
The Company’s revenue surplus after tax for the year amounted
to £675,000 (30 June 2024: revenue surplus of £308,000). The
Company made a capital loss after tax of £1,728,000 (30 June
2024: capital surplus of £96,345,000). Therefore, the total loss
after tax for the Company was £1,053,000 (30 June 2024: surplus
of £96,653,000).
The Board has declared an interim dividend of 0.5p per Ordinary
Share in respect of the year ended 30 June 2025 in accordance
with the Company’s Dividend policy as outlined in above
paragraph.
Key performance indicators
The Board measures the Company’s success in attaining its
investment objective by reference to the following KPIs:
(i) Achievement of NAV and share price growth over the
long term
The Board monitors both the NAV and share price performance
and compares them with the MSCI India IMI (in sterling terms).
Areview of performance is undertaken at each quarterly Board
meeting and the reasons for relative under and over performance
against various comparators is discussed. The Company’s NAV
and share price total returns for the year to 30 June 2025 were
–0.2% and –0.9% (30 June 2024: 35.5% and 35.9%) respectively
compared to a total return of –6.6% (30 June 2024: 37.7%) for
the MSCI India IMI (in sterling terms).
The Chairman’s statement on pages 3 to 5
incorporates a review
of the highlights during the year. The Investment Manager’s Report
on pages 6 to 8 highlights investments made during the year and
how performance has been achieved.
(ii) Performance of premium or discount of share price
to NAV that is comparable to its peers
Company’s Broker monitors the premium or discount on an
ongoing basis and keeps the Board updated as and when
appropriate. At quarterly Board meetings the Board reviews the
premium or discount in the period since the previous meeting in
comparison with other investment trusts within the AIC India/Indian
Subcontinent sector. The Company has a redemption facility
through which Shareholders will be entitled to request the
redemption of all or part of their holding of Ordinary Shares on an
annual basis. The Company’s shares traded at a premium of 0.9%
on 30 June 2025 (30June 2024: premium of 1.7%).
(iii) Maintenance of a comparable level of ongoing
charges (excluding performance fee)
The Board receives monthly management accounts which contain
an analysis of expenditure, and these are formally reviewed at
quarterly Board meetings. The Management Engagement
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 11
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Investment Policy, Results and Other Information (continued)
12
Committee formally reviews the fees payable to the Company’s
main service providers on an annual basis. The Board reviews the
ongoing charges on a quarterly basis and considers these to be
reasonable in comparison to other investment trusts within the AIC
India/Indian Subcontinent sector.
Based on the Company’s average net assets during the year
ended 30 June 2025, the Company’s ongoing charges figure
calculated in accordance with the AIC methodology was 0.2%
(30June 2024: 0.5%).
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 12
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Risk and Risk Management
13
Principal and emerging risks and
uncertainties
The Board is responsible for the management of risks faced by the
Company and delegates the review process of this to the Audit
Committee (the “Committee”). The Committee carries out, at least
annually, a robust assessment of principal and emerging risks and
uncertainties and monitors the risks on an ongoing basis. The last
review was carried out in October 2025. The Committee has a
dynamic risk register and heat map in place to help identify key
risks in the business and oversee the effectiveness of internal
controls and processes, providing a visual reflection of the
Company’s identified principal and emerging risks. The Committee
considers both the impact and the probability of each risk
occurring and ensures appropriate controls are in place to reduce
risk to an acceptable level.
The Board has carried out a robust assessment of the principal
and emerging risks facing the Company, including those that
would threaten its business model, future performance, solvency
or liquidity. As part of this assessment, the Committee received
updates from the Investment Manager, the Investment Adviser, the
Company Secretary and other service providers. The Committee
considered a number of emerging risks that could potentially
impact the Company’s ability to meet its strategic objectives. Risks
such as trade tariffs or armed conflicts were considered and not
seen as new principal or emerging risks but those that exacerbate
existing risks and have been incorporated accordingly in the table
below.
The following table provides a summary of the Board’s assessment
of the Company’s principal risks as well as an explanation of how
these are being managed or mitigated. The “Trend” column on the
right highlights at a glance the Board’s assessment of any
increases or decreases in risk during the year after mitigation and
management. The arrows show the risks as increased, decreased
or unchanged.
Description Mitigation Trend
The Investment Adviser has a proven and extensive track record
with a focus on good corporate governance and continuously
monitor the position and report regularly to the Board on market
developments.
India is to a degree protected from global economic downdrafts
and increases in world inflation as it is a relatively closed
economy and not as vulnerable to high and rising energy prices
as in the past. In addition, India is not saddled with the debt
problems of Europe and the US and the currency should
therefore remain stable or appreciate against the currencies of
its main trading partners.
Whilst not immune from disrupted global trade, including those
recently caused by US tariff policies, India may benefit from a
change of supply lines from China in particular.
The Company does not have any direct or indirect exposure to
conflict prone regions in Europe or the Middle East. The Board
addresses geopolitical risks through regular challenge of the
Investment Adviser and continues to monitor these issues as
they arise.
Economic, market and geopolitical risks
Changes in general economic and market conditions in India
including, for example, interest rates, cost increase, rates of
inflation, industry conditions, competition, tax laws, and other
factors could substantially and adversely affect the Company’s
prospects.
Weak economic and market conditions in Europe and the US
may lead to foreign disinvestment in Indian equities (the “flight to
quality”).
Political developments globally might materially affect the ability
of the Company to achieve its investment objective. Factors such
as armed conflicts, sanctions and trade tariffs could impact
market volatility and sentiment.
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 13
Description Mitigation Trend
The Company’s investment policy states that no single holding
will represent more than 15% of the Company’s Gross Assets
and no more than 40% of Gross Assets will be invested in any
single sector (calculated at the time of investment).
The investment policy allows a minimum of 50 investments to be
held in the portfolio to assist with diversification. The Investment
Adviser seeks to invest in high quality companies with strong
balance sheets and sustainable business models.
The Board measures the Company’s performance for reference
purposes against the MSCI India IMI (in sterling terms). The
Board also monitors performance relative to the Company’s peer
group over a range of periods, taking into account the differing
investment policies and objectives.
Sectoral diversification
Concentration of investments in any one sector may result in
greater volatility in the value of the Company’s investments and
consequently its NAV and may materially and adversely affect
the performance of the Company and returns to Shareholders.
Each of the contracts with the Company’s key service providers
were entered into after full and proper consideration of the quality
and cost of services offered, including the financial control
systems in operation in so far as they relate to the affairs of the
Company. All of the key service providers are subject to ongoing
oversight by the Management Engagement Committee and their
services are reviewed on an annual basis. The Board monitors
key personnel risks as part of its oversight of the Investment
Manager and the Investment Adviser and seeks assurance of
appropriate succession planning and the adoption of a team
based approach to mitigate this risk. The Company’s key service
providers report periodically to the Board on their control
procedures including those in respect of cyber security risks.
Operational risks
The Board has contractually delegated to external agencies the
management of the investment portfolio, the custodial services
(which include the safeguarding of the assets), the registration
services and the accounting and company secretarial services.
The Company is reliant upon the performance of its key third
party service providers for its executive function. Failure by any
service provider to carry out its obligations to the Company in
accordance with the terms of its appointment could have a
material adverse effect on the operation of the Company.
Cyber security risks could lead to breaches of confidentiality, loss
of data records and the inability to make investment decisions.
The growing use of artificial intelligence has increased the risk
from cyber crime.
The Company has contracted out relevant services to
appropriately qualified professionals. The Investment Manager
and the Company Secretary report on regulatory matters to the
Board on a quarterly basis. The assessment of regulatory risks
forms part of the Board’s risk assessment programme.
The Board reviews compliance and internal controls reports
provided by its service providers, as well as the Company’s
financial statements and revenue forecasts.
Shareholder documents and announcements, including the
Company’s published half yearly and annual reports and financial
statements, are subject to stringent review processes.
The Company Secretary presents a quarterly report on changes
in the regulatory environment, including AIC updates, and how
changes have been addressed.
Regulatory risks
Breaches of Section 1158 of the Corporation Tax Act could result
in loss of investment trust status. Loss of investment trust status
would lead to the Company being subject to tax on any gains
on the disposal of its investments. Breaches of the Financial
Conduct Authority (“FCA”)’s rules applicable to listed entities
could result in financial penalties or suspension of trading of the
Company’s shares on the London Stock Exchange (“LSE”).
Breaches of the Companies Act 2006, The Alternative
Investment Fund Managers’ Directive, Accounting Standards,
The UKListing Rules, Disclosure Guidance and Transparency
Rules, Prospectus Rules or other regulations with which the
Company is required to comply could result in financial penalties
or legal proceedings against the Company or its Directors. Failure
of the Investment Manager to meet its regulatory obligations
could have adverse consequences on the Company.
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Risk and Risk Management (continued)
14
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 14
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
15
Description Mitigation Trend
ESG and Climate Change
The Company could suffer as a result of increased investor
demand for products which promote ESG investments.
Climate change and climate change policies may lead to
additional costs and risks for portfolio companies.
The Investment Adviser considers various factors when
evaluating potential investments, including environmental, social
and governance (“ESG”) and climate change.
The Investment Adviser has implemented an ESG Policy which
ensures integration of ESG methodology into the investment
process, with a strong focus on all these areas.
The Investment Adviser is a signatory to the UN Principles for
Responsible Investment and integrates these principles into its
investment approach. In addition, the Investment Adviser uses
its own proprietary internal framework, ABLExTM, for ESG risk
assessment. The Investment Adviser closely monitors
businesses which have a greater exposure to climate change
related risks and their progress towards a low-carbon transition.
The investment policy states that while the Company retains the
flexibility to do so, it is expected in the normal course of business
that currency exposure will not be hedged. The Company does
not currently have any borrowings, therefore is not exposed to
interest rate risk. The Company’s financial risks are disclosed in
note 15 to the financial statements.
Financial risks
The Company’s investment activities expose it to a variety of
financial risks which include foreign currency risk and interest rate
risk.
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 15
RESPONSIBLE
INVESTMENT
APPROACH
Recognising the
potential impact of
businesses on the
environment and
communities
FUNDAMENTAL
RESEARCH
SUSTAINING
VALUE
Enabling sustained
value creation for
the long-term
STEWARDSHIP
Collaborating with
stakeholders in
building sustainable
business practices
TRANSPARENCY
Communicating with
our stakeholders on
key ESG aspects at
regular intervals
Evaluating and integrating
the impact of
environmental, social and
governance factors into
our investment approach
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Environmental, Social and Governance Policy
16
As an investment company with no employees, property or
activities outside investment, environmental policy has limited
application. The Company’s Investment Adviser, Ashoka WhiteOak
Capital Partners strive to help their clients achieve their long-term
financial goals through a thoughtful and disciplined approach to
managing investments. They believe that Environmental, Social,
and Governance (“ESG”) principles are crucial to developing
resilient companies and assets that deliver long-term value for
investors. Ashoka WhiteOak Capital Partners are committed to
integrating ESG into their investment process and operating
philosophy.
This ESG Policy Statement establishes the position for Ashoka
WhiteOak Capital Partners to integrate ESG in its business and
investment activities. The policy statement also explains what
Ashoka WhiteOak Capital Partners expects from the businesses
that it invests in and how it engages with them on issues related
to ESG, so that they can drive positive change.
Investment Philosophy
Ashoka WhiteOak Capital Partners seek to derive returns by
investing in high-quality businesses. To assess the quality of a
business, they seek to determine the long-term sustainability of
return on capital, potential scalability of the business, execution
capability of the management, and the organisation’s corporate
governance culture. These insights help them identify great
businesses that they seek to invest in.
Since sustainability of returns and corporate governance form an
important element of the investment philosophy, Ashoka WhiteOak
Capital Partners’ investment approach naturally integrates
Environment, Social, and Governance factors in their
decision-making process. They value businesses with
industry-leading environmental compliance practices and those
that demonstrate ethical business conduct and fair dealings with
stakeholders. Ashoka WhiteOak Capital Partners believe that a
business with sustainable ESG practices has a better chance at
survival and growth in the longer term.
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 16
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Investment Universe
Great Businesses
Attractive Value
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
17
ESG Investment Approach
The Board and the Investment Adviser believe in a holistic
sustainable framework driven by the Company’s guiding principles.
The following five principles are intended to be the guiding axioms
under which investment management and investment advisory
activities are conducted.
ESG Integration
ESG integration is considered an important enabler at mitigating
risk and enhancing overall returns. The Investment Adviser believes
that good ESG practices can impact the performance of
businesses positively and enable the generation of long-term value
for the stakeholders. The Investment Adviser uses an internally
developed framework called ABLExTM (Assessment of business
longevity and excellence) for ESG risk assessment. The framework
contains a list of sector specific ESG risks and opportunities against
which a company’s performance is measured and rated. The result
of this assessment is integrated into the valuation of a business.
Process of ESG Integration
a. Identification and Screening
b. ESG Research and Assessment
c. Stewardship
a. Identification and Screening
The initiation of the investment process happens by distilling from
a broad investible universe of businesses, where investment
opportunities are screened for poor governance policies, poor
ESG track record (including material controversies) and weak
business characteristics. Besides this, some of the strategies may
have their exclusion list i.e., a list of companies that are excluded
from the strategy’s investment universe. This exclusion could be
product-related and/or normative exclusions for companies with
controversial behaviour. The investment universe is reviewed and
refreshed on a semi-annual basis to ensure the team is abreast of
addition/deletion of new names.
b. Research and Assessment
The primary reliance is made on publicly available data sources for
the ESG research. Moreover, any critical ESG insights are also
derived from management interactions, channel checks and
factory visits. The information gathered from various sources are
mapped against the relevant ESG risk factors and assessed under
the ABLExTM framework. This leads to understanding of the
efficacy of a company’s ESG policies and practices against the risk
it faces.
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 17
Environment
• Green House Gas emissions
• Waste management
• Natural resource utilisation
• Protection of biodiversity
• Environmental Opportunities
Social
•
welfare
• Product safety to end users
• Worker’s health and safety
• Human rights compliance
Governance
• Appropriate accounting
practices
• Anti-corruption and bribery
• Board independence and
diversity
• Alignment of interests with
minority shareholders
• Ethical business conduct
• Fair dealing with investors
and other stakeholders
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Environmental, Social and Governance Policy (continued)
18
The data provided by third party research providers is also
leveraged and combined with the diligence in evaluation of ESG
practices of a company.
Indicative list of factors considered under ESG assessment.
c. Stewardship
Stewardship comprises the identification of material investment
risks, active monitoring of holdings, engagement and proxy voting
(where applicable). Stewardship is a key element of our responsible
investment approach because Ashoka WhiteOak Capital Partners
believes in the steering power of capital and that how it is invested
can contribute positively to society and the environment. Ashoka
WhiteOak Capital Partners has adopted stewardship via
engagement and voting.
i) Engagement
The Investment Adviser believe the value of engagement is best
derived from direct dialogue with companies in which they invest.
Hence, engagement forms an integral part of their ESG
assessment process. They follow a positive engagement approach
whereby they interact with managements of underlying businesses
to gain additional understanding and encourage them to take
necessary steps that would impact the business positively and
enhance the value of our investments.
For businesses rated best in class, the Investment Adviser’s
engagement approach centres around leveraging opportunities for
enhanced value creation. Conversely, they also engage with
businesses where they see strong potential and scope for ESG
performance improvement.
The Investment Adviser’s engagement mechanism takes place
through various modes such as meetings, emails, investor calls
and proxy voting. They engage with businesses on a variety of
issues including ESG matters that present a potential material risk
to their performance.
ii) Voting
The Investment Adviser consider and vote on company resolutions
with the objectives of maximising long-term investment returns,
fostering best corporate governance practices, social responsibility
and environmental stewardship. Ashoka WhiteOak Capital
Partners adopt and implement their voting rights and duties as per
their internal voting policy and procedures.
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 18
Develop further
understanding of ESG
issues material to the
business.
Maintain a dialogue
on ESG issues to
seek improvement
in performance and
processes.
Enhance analysis of
the portfolios’ risk and
opportunities.
Objectives of engagement at White Oak Capital
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
19
Ashoka WhiteOak Capital Partners ensure that all their voting
decisions are taken in the best interests of their clients. The key
identified issues related to underlying businesses are discussed
within the investment team.
In case there is a conflict of interest or appearance of a conflict of
interest, the Investment Adviser will cast the proxy votes in a
manner consistent with the best interests of their clients. Voting
may take place on several ESG related or investment matters and
therefore each voting matter is considered on a case-by-case
basis within the context of the policy.
Internal Reporting
Ashoka WhiteOak Capital Partners’ ESG team, which includes
dedicated ESG analysts and sector-level ESG analysts, regularly
reports portfolio level ESG ratings (based on both internal and
third-party ratings), rating changes in portfolio companies,
engagement status, ESG regulations update etc. to the broader
investment team. This helps the investment team understand
portfolio strengths and realise the areas of improvement.
Internal reporting also includes details on portfolio performance on
key ESG risk factors, which can further be drilled down to
sector-wise performance on these factors. This provides more
granular insights on the factors and sectors with scope for an
improvement.
Commitment to ESG
As part of Ashoka WhiteOak Capital Partners’ commitment to
responsible investing, it is a signatory to the United Nations
Principles for Responsible Investment (UNPRI). The UNPRI is a
network of international investors working together to put the
sixPrinciples for Responsible Investment into practice.
Moreover, Ashoka WhiteOak Capital Partners support the
recommendations of the Task Force on Climate-related Financial
Disclosures (“TCFD”) which promotes increased transparency,
encourages the development of tools and methods to manage
climate-related risks and opportunities and contributes to the best
practices in the industry.
The Investment Adviser refer to the frameworks provided under
the United Nations Sustainable Development Goals and the
UNprinciples on Business and Human Rights in assessing the
impact of the Company’s portfolio companies’ products, policies,
and operations on sustainability outcomes.
Reporting
The Investment Adviser is committed to being transparent with its
investors, shareholders, and other stakeholders about their ESG
initiatives, success, and goals.
Reporting includes the Investment
Adviser’s UN PRI Transparency Report, which describes their
initiatives and progress during the year as well as expected
activities for the year to come, is produced annually and is available
to its clients and beneficiaries upon request.
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 19
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Environmental, Social and Governance Policy (continued)
20
ESG Case Studies
Example case studies can be found below, demonstrating our
Investment Adviser’s approach to engagement with investee
companies, with the objective of improving their overall ESG
practices and policies:
Case Study 1 – A power producer
The power producer company has consistently been increasing
its share of renewable in its total capacity mix. Further, it has set
an ambitious capacity expansion target on renewables. The
Investment Adviser engaged with the company to gain a better
understanding of their transition plans. The topics of discussions
included the company’s short term and long term GHG emissions
reduction targets. During the engagement, the company
emphasised that its targets were aligned to a 1.5-degree scenario,
and the target is derived following SBTi’s Sectoral Decarbonization
Approach (“SDA”) for the power sector. The engagement helped
provided important insights on the company’s goals.
Case Study 2 – A consumer product company
The newly listed consumer company had very limited disclosures
on sustainability in its offering document. The Investment Advisor
engaged with the company to understand their plan towards
sustainability. In the engagement, the company highlighted on its
current practices, towards fuel reduction, re-usage of waste, share
of renewable energy in total consumption. Further, it mentioned
that the company was in the process of setting up a short-term
target and has also set up an organisational structure for ESG
responsibility. Based on the insights shared by management, the
Investment Adviser found the company to be mindful of its
environmental and social footprint and taking active measures to
address sustainability related issues.
Approach to Climate Change
The implications of climate change are creating rapidly changing
regulations and consumer demands around the world. Mitigation
of climate change and reduction of greenhouse gas emissions are
now widely perceived as major global challenges. Governments,
businesses, and investors have a responsibility towards ensuring
a climate-resilient economy.
As mentioned above, the Investment Adviser supports the
recommendations of the TCFD which promotes increased
transparency, encourages the development of tools and methods
to manage climate-related risks and opportunities and contributes
to the best practices in the industry. Businesses which have a
greater exposure to climate change related risks and their progress
towards a low-carbon transition are closely monitored.
Company values
The Board has adopted a policy of fostering high standards of
corporate governance in all its activities. This principle is the
cornerstone of creating and preserving long-term shareholder
value.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Stakeholder Engagement – Section 172 Report
21
During the year the Board discharged its duty under section 172
of the Companies Act 2006 to promote the success of the
Company for the benefit of its members as a whole, having regard
to the interests of all stakeholders. As an externally managed
investment trust, the Company has no employees, operations or
premises. The Board has identified its key stakeholders as the
Company’s shareholders, the Investment Manager and the
Investment Adviser, other service providers, the Investee
companies and wider society and the environment. The table
below explains how the Directors have engaged with, and
maintained high standards of business conduct and fair treatment
of, all stakeholders and outlines key activities undertaken and
decisions made by the Board.
Stakeholders Importance Board Engagement
The Board actively promotes engagement with the
Company’s Shareholders through various channels in order
to maintain a high level of transparency and accountability.
The Board encourages all Shareholders to attend and vote
at the AGM. There is an online presentation from the
Investment Manager and it provides an opportunity for
Shareholders to engage directly with the Board and the
Investment Manager and the Investment Adviser.
The Company’s website www.ashokaindiaequity.com hosts
a number of useful information and documents such as the
annual and half yearly reports, factsheets as well as
webinars and coverage in key publications. These
communications provide Shareholders with a
comprehensive insight into the Company’s progress and
results.
The Board maintains regular contact with Shareholders
through the Investment Manager, the Investment Adviser
and Broker’s programme of Shareholder meetings
throughout the year. All parties report to the Board on
investor engagement and sentiment. The Chairman is
available to meet major Shareholders to understand their
views and help inform the Board’s decision-making process.
The Board works with Kepler Partners and Lansons on
promoting the Company through the publication of research
notes and publication of articles through various media
platforms.
In response to shareholder demand, the Board has
established a share issuance programme whereby during
the year, 14,849,496 new shares were issued by way of
block listing, generating additional funds of £42,218,000.
The Company has a redemption facility through which
Shareholders are entitled to request the redemption of all or
part of their holding of Ordinary Shares on an annual basis
allowing Shareholders to realise their investment. On
4 September 2025, the Company announced that
2,549,082 valid redemption requests had been received for
the 30September 2025 Redemption Point (representing
1.5% of the issued share capital at that point).
Shareholder support is critical to both the continued
existence of the Company and the successful delivery of its
long-term strategy. The Board is mindful of its duty to act
fairly between Shareholders and is focused on fostering
good working relationships and understanding the views of
with all Shareholders.
Shareholders
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Stakeholder Engagement – Section 172 Report (continued)
22
Stakeholders Importance Board Engagement
Investment Manager
and Investment Adviser
The Investment Manager and the Investment Adviser are the
Company’s most significant service providers, and their
performance is critical for the Company to deliver its
investment strategy and meet its objective. A description of
their roles can be found on pages 27 and 28.
The Company’s Ordinary Shares trade on the London Stock
Exchange and the Board receives updates on share trading
activity and share price performance from the Investment
Manager, Investment Adviser and the Broker.
The Investment Manager and the Investment Adviser attend
all Board meetings and provide an update on the
performance of the investments in the portfolio and the
implementation of the investment strategy and objective. On
the 5 August 2025, the Company announced the
appointment of Hiren Dasani as the Company’s co-portfolio
manager, further strengthening the team.
At each meeting, the Board discusses the portfolio with the
Investment Manager and the Investment Adviser and
maintains a constructive dialogue between meetings.
The Investment Manager’s remuneration is by way of a
performance fee subject to the Company delivering excess
returns above the MSCI India IMI (in sterling terms) in the
medium term, which aligns the Investment Manager’s
interests with those of Shareholders. The Management
Engagement Committee reviews the performance and
remuneration of the Investment Manager annually.
The Board occasionally engages in a due diligence trip to
Mumbai and Singapore to visit the Investment Adviser’s
offices.
Other Key Service
Providers
Strong relationships with key external service providers is
central to the Directors’ decision-making process as a
Board of an externally managed investment trust company.
The Board maintains regular contact with its other key
service providers such as the Broker, Administrator,
Company Secretary and Custodian, both through the Board
and Committee meetings, as well as outside of the regular
meeting cycle.
The Management Engagement Committee reviews all
material third party service providers and makes
recommendations to the Board on their continued
appointments.
The Company is a long-term investor, and the Investment
Manager and the Investment Adviser incorporate ESG
matters into their analysis and decision-making processes.
The Investment Adviser’s ESG Policy statement can be
found on page 16 which explains how ESG matters have
influenced the Investment Manager and the Investment
Adviser’s investment decisions. The Board receives regular
updates on engagement with investee companies at each
Board meeting.
The Board visits Mumbai and Singapore occasionally and
this provides an opportunity to meet with some of the
investee companies and analysts to better understand the
businesses held in the portfolio.
The Company is committed to responsible investing and
actively monitors the activities of investee companies
through its delegation to the Investment Manager.
Investee Companies
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
23
Examples of stakeholder consideration
during the year
The Board’s key decisions during the year under review included:
• A change to the Company’s investment policy to increase the
Company’s limit to invest in gross assets (calculated at the
time of investment) in unquoted companies with a Significant
Presence in India from 10% to 12% which was deemed non
material. The Board subsequently agreed to a further increase
to 15% This latter amount is subject to shareholder approval
at the forthcoming AGM in December 2025.
• Following a review of company secretarial and administration
services, the Board approved the appointment of NSM Funds
(UK) Limited to replace Apex Listed Companies Services (UK)
Limited with effect from 2 January 2025.
• The Company has declared a dividend of 0.5p per share to
be paid on 31 October 2025 to shareholders on the register
as at 10October 2025.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Additional Information
24
Exercise of voting powers and stewardship
code
The Board has delegated to the Investment Manager the power
to vote on behalf of the Company at shareholder meetings of
investee companies. The provisions of the UK Stewardship Code
do not apply to the Company as all investments are outside the
United Kingdom. The Investment Manager’s investment process
includes research into the corporate governance practices of
potential investee companies, regular shareholder engagement
and active stewardship. The Investment Manager’s voting policy
and conflicts of interest policy are reviewed by the Board annually.
Modern slavery disclosure
The prevention of modern slavery is an important part of good
corporate governance. As an investment trust, the Company does
not offer goods or services to consumers and deals predominantly
with professional advisers and service providers in the normal
course of its business.
As such the Board considers that the Company is out of scope of
the Modern Slavery Act 2015. Although the Board believes the risk
of modern slavery and human trafficking occurring in the
Company’s supply chain is low, when selecting portfolio
investments, the Investment Manager and Adviser assess modern
slavery risks, including a review for any evidence of human rights
violations as a part of the ESG risk assessment framework. The
Board requires all third-party providers to report on their
compliance with the Modern Slavery Act as part of the annual
review by the Management Engagement Committee. The
Company believes that it is in Shareholders’ interests to consider
human rights issues, including modern slavery, when selecting and
retaining investments. Further details can be found in the
Company’s environment, social and governance policy on
pages16 to 20.
Greenhouse Gas Emissions and Streamlined
Energy and Carbon Reporting (SECR)
The Company has no employees or premises, and therefore has
no greenhouse gas emissions to report. Nor does it have
responsibility for any other emissions producing sources under the
Companies Act 2006 (Strategic Report and Directors’ Reports)
Regulations 2013.
As the Company has no material operations and therefore has low
energy usage, it has not included an energy and carbon report.
Anti-bribery and corruption
It is the Company’s policy to conduct all of its business in an
honest and ethical manner. The Company takes a zero-tolerance
approach to bribery and corruption and is committed to acting
professionally, fairly and with integrity in all its business dealings
and relationships wherever it operates. The Company’s policy and
the procedures that implement it are designed to support that
commitment.
Prevention of the Facilitation of Tax Evasion
The Board has adopted a zero-tolerance approach to the criminal
facilitation of tax evasion.
Employees
The Company has no employees. As at 30 June 2025, the
Company had four non-executive Directors, of whom three are
male and one is female. The Board’s policy on diversity is
contained in the corporate governance report on page 36.
Viability statement
The Board has assessed the viability of the Company for the period
to 30 June 20
28 (the “Period”). The Board believes that the Period,
being three years, is an appropriate time frame over which to
assess the viability of the Company, particularly when taking into
account the long-term nature of the Company’s investment
strategy, which is modelled over three years and the principal and
emerging risks outlined above. Based on this assessment, the
Board have a reasonable expectation that the Company will be
able to continue to operate and to meet its liabilities as they fall
due over the Period.
In its assessment of the prospects of the Company, the Board has
considered the Company’s business model and each of the
principal and emerging risks set out above, including the continued
armed conflicts and trade tariffs and the impact these could have
on the Company. The Board has considered the Company’s
income and expenditure projections and the fact that the
Company’s investments comprise readily realisable securities, with
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
25
93.3% of the portfolio invested in exchange listed securities and
6.7% in unlisted companies. These could, if necessary, be sold to
meet the Company’s funding requirements including buying back
shares in order for the Company’s discount control policy to be
achieved. Additionally, the Board has considered the liquidity and
solvency of the Company and concluded that it remains viable.
Portfolio changes, market developments, level of premium or
discount to NAV and share buybacks and share issues are
discussed at quarterly Board meetings. Whilst the Company
received redemption requests in respect of its redemption facility of
2,549,082 Ordinary Shares during the year under review, this was
overwhelmingly offset by the level of share issuances undertaken
and positive performance during the year to 30 June 2025.
The internal control framework of the Company is subject to
aformal review on at least an annual basis.
The Board does not expect there to be any material increase in
the annual ongoing charges of the Company over the Period and
as the Company grows the annual ongoing charges ratio is
expected to decrease. The Company’s income from investments
and cash realisable from the sale of its investments provide
substantial cover to the Company’s operating expenses, and any
other costs likely to be faced by the Company over the period of
the assessment.
Based on the results of this review, the Directors have formed a
reasonable expectation that the Company will continue in its
operations and meet its expenses and liabilities as they fall due
over the course of the three year period.
Outlook
The outlook for the Company is discussed in the Chairman’s
Statement on pages 3 to 5 and Investment Manager’s Report on
pages 6 to 8.
For and on behalf of the Board
Andrew Watkins
Chairman of the Board
8 October 2025
17745 Ashoka Annual Report pg01-26.qxp_Layout 1 08/10/2025 09:30 Page 25
ASHOKA INDIA EQUITY
INVESTMENT TRUST PLC
ACORN ASSET MANAGMENT LTD
(MAURITIUS)
(INVESTMENT MANAGER or AIFM)
ASHOKA WHITEOAK CAPITAL
PARTNERS PTE. LTD.
(SINGAPORE)
(INVESTMENT ADVISER)
Prashant Khema
(Founder)
Hiren Dasani
(CIO - Emerging Markets)
Manoj Garg
(Director – Investments)
Ayush Abhijeet
(Director – Investments)
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Investment Team
26
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Directors’ Report
27
The Directors present their report and accounts for the year ended
30 June 2025.
Strategic report
The Strategic Report can be found on pages 3 to 26.
Corporate governance
The Corporate Governance Statement on page 33 forms part of
this Directors’ Report.
Principal and emerging risks
The principal and emerging risks on pages 13 to 15 forms part of
this report.
Legal and taxation status
The Company is an investment company within the meaning of
Section 833 of the Companies Act 2006. The Company conducts
its affairs in order to meet the requirements for approval as an
investment trust under section 1158 of the Corporation Tax
Act2010. The Company has received approval as an investment
trust and the Company must meet eligibility conditions and
ongoing requirements in order for investment trust status to be
maintained. In the opinion of the Directors, the Company has met
the conditions and requirements for approval as an investment
trust for the year ended 30June 2025.
Alternative Investment Fund Managers
Directive (“AIFMD”)
The Company is classified as an Alternative Investment Fund under
AIFMD and is therefore required to have an Alternative Investment
Fund Manager. Acorn Asset Management Limited has been
appointed as the Alternative Investment Fund Manager (the ‘AIFM’)
of the Company for the purposes of the AIFMD.
Market information
The Company’s Ordinary Shares are listed on the LSE. The NAV
per Ordinary Share is calculated in sterling for each business day
that the LSE is open for business. The daily NAV per Ordinary
Share is published through a regulatory information service.
Retail distribution of Investment Company
shares via financial advisers and other
third-party promoters
As a result of the FCA rules determining which investment
products can be promoted to retail investors, certain investment
products are classified as ‘non-mainstream pooled investment’
products and face restrictions on their promotion to retail investors.
The Company has concluded that the distribution of its Ordinary
Shares, being shares in an investment trust, is not restricted as a
result of the FCA rules described above.
The Company currently conducts its affairs so that the shares
issued by the Company can be recommended by financial
advisers to retail investors and intends to continue to do so for the
foreseeable future.
Investment Manager
Acorn Asset Management Limited (“Acorn”) has been appointed
as the Company’s investment manager (“Investment Manager or
AIFM”). The Investment Manager is responsible for management
of the Company’s assets.
The Investment Manager does not receive a fixed management
fee in respect of its portfolio management services to the
Company. The Investment Manager is instead entitled to a
performance fee subject to the investment returns of the portfolio
outperforming the MSCI India IMI (in sterling terms) over a
three-year period. The Investment Manager will only accrue a
performance fee at the end of each Performance Period of
threeyears, provided they outperform the benchmark. The First
Performance Period ended approximately three years from 6 July
2018, at the balance sheet date of the Company’s third annual
financial results in 2021. The Investment Manager agreed to be
paid the performance fee in Ordinary Shares. The first tranche of
performance shares was allotted to the Investment Manager in the
first week of October 2021.
The Investment Manager’s Second Performance Period ended
approximately three years from the date of the end of the First
Performance Period at the balance sheet date of the Company’s
sixth annual financial results in 2024. The performance fee is
subject to the investment returns of the portfolio outperforming the
GOVERNANCE
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Directors’ Report (continued)
28
MSCI India IMI (in sterling terms) over the three-year period prior
to payment of that performance fee. The Investment Manager has
agreed to be paid the performance fee in Ordinary Shares. The
second tranche of performance shares was allotted to the
Investment Manager in the third week of October 2024.
The Company’s Net Asset Value, which is calculated and released
daily, always reflects the full liability of the performance fee.
Further details on the performance fee can be found in note 7.
The Investment Management Agreement is terminable by either
the Investment Manager or the Company giving to the other not
less than six months’ written notice, such notice not to expire
earlier than the third anniversary of first admission to trading on
the Main Market of the LSE.
Investment Adviser
As permitted by the terms of the Investment Management
Agreement, the Investment Manager has, with the consent of the
Company, appointed Ashoka WhiteOak Capital Partners Pte. Ltd.
(“Ashoka WhiteOak Capital Partners” or “Investment Adviser”), a
boutique investment advisory firm located in Singapore, to provide
certain non-binding, non-exclusive and recommendatory
investment advisory services to it. The Investment Adviser is not
entitled to any fees from the Company. Through its contractual
arrangements with the Investment Adviser, the Company’s
Investment Manager continues to benefit from the expertise of key
individuals within the Ashoka WhiteOak Capital Group.
Management engagement
In accordance with the FCA’s UK Listing Rules (“UKLR”), the Board
confirms that it has reviewed whether to retain Acorn Asset
Management Limited as the Investment Manager of the Company.
The Board is satisfied that the Investment Manager has the
suitable skills and experience to manage the Company’s
investments and believes that the continuing appointment of the
Investment Manager is in the best interests of Shareholders as a
whole.
Company Secretary and Administrator
NSM Funds (UK) Limited was appointed on 2 January 2025 to
provide company secretarial and administration services to the
Company. Apex Listed Companies Services (UK) Limited provided
this service until 31 December 2024. The Board has had
continuous direct access to the advice and services of the
Company Secretary who is responsible for ensuring that the Board
and Committee procedures are followed, and that applicable rules
and regulations are complied with.
The Company Secretary provides full company secretarial services
to the Company, ensuring that it complies with all legal, regulatory,
and corporate governance requirements and officiating at Board
meetings and Shareholders’ meetings. The Company Secretary is
also responsible to the Board for ensuring timely delivery of
information and reports and that the statutory obligations of the
Company are met. Finally, the Company Secretary is responsible
for advising the Board through the Chairman on all governance
matters.
Custodian
Kotak Mahindra Bank Limited, has been appointed as the
Company’s Custodian to safeguard the Company’s cash and
investments.
Capital structure and voting rights
As at 30 June 2025, the Company’s issued share capital
comprised 50,000 Non-Redeemable Shares of £1.00 each
(‘Management Shares’) and 170,741,893 Ordinary Shares
(30June 2024: 155,892,397). Each Ordinary Share held entitles
the holder to one vote. All Ordinary Shares carry equal voting rights
and there are no restrictions on those voting rights. Voting
deadlines are stated in the Notice of Meeting and Form of Proxy
and are in accordance with the Companies Act 2006.
Since the year end and to the date of the publication of this annual
report, the Company has issued 750,000 new Ordinary Shares.
There are no restrictions on the transfer of shares, nor are there
any limitations or special rights associated with the Ordinary
Shares.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
29
Substantial shareholding
As at 30 June 2025, the Company was aware of the following
substantial interests in the voting rights of the Company:
Shareholder Holding %
Evelyn Partners Limited 17,602,128 10.31
Rathbones Investment Management
Limited 15,142,135 8.87
Hargreaves Lansdown 14,223,783 8.33
Interactive Investor 12,419,467 7.27
Charles Stanley Group plc 10,914,410 6.39
AJ Bell 7,250,351 4.25
JM Finn & Co 6,877,968 4.03
Vermeer Partners 5,232,456 3.06
Canaccord Genuity Wealth Management 5,125,578 3.00
At the latest practicable date prior to the publication of this report,
the Company has not been notified of any changes to the above
interests.
Settlement of Ordinary Share transactions
Ordinary Share transactions in the Company are settled by the
CREST share settlement system.
Re-appointment of the Auditor
The Company’s Auditor, Ernst & Young LLP, having expressed their
willingness to continue in office as auditors, will be put forward for
re-appointment at the Company’s Annual General Meeting and the
Board will seek authority to determine their remuneration for the
forthcoming year.
Going concern
The Directors have adopted the going concern basis in preparing
the accounts. The following is a summary of the Directors’
assessment of the going concern status of the Company.
The Directors have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the
period to 31 December 2026, which is at least 12 months from the
date of this document. In reaching this conclusion, the Directors
have considered the liquidity of the Company’s portfolio of
investments as well as its cash position, income and expense flows
and any funds required to be returned to Shareholders under the
redemption facility. The Company’s net assets at 30 June 2025 were
£476.2 million (30June 2024: £435.4 million). As at 30June 2025,
the Company held £450.6 million (30 June 2024: £448.4 million) in
quoted investments and cash of £27.4 million (30 June 2024:
£5.7million). The total expenses (excluding performance fees) for
the year ended 30 June 2025 were £1 million (30 June 2024:
£1.5million), which represented approximately 0.2% (30June 2024:
0.5%) of average net assets during the year.
The Company has a redemption facility through which
Shareholders, provided normal market conditions prevail, will be
entitled to request the redemption of all or part of their holding of
Ordinary Shares on an annual basis allowing Shareholders to
realise their investment.This annual redemption facility is subject
to the final approval of the Board. On 4 September 2025, the
Company announced that valid redemption requests in respect of
2,549,082 Ordinary Shares had been received for the
30September 2025 Redemption Point (representing 1.5% of the
issued share capital at that point).
At the date of approval of these Financial Statements, based on
the aggregate of investments and cash held, the Company has
substantial liquidity, operating expenses and redemption facility
cover.
Auditor independence and information
The Board believes that auditor independence is safeguarded by
the following measures: the extent of non-audit work which may
be carried out by the auditor is restricted and receives pre-approval
by the Audit Committee; the auditor has provided its
independence policies and the safeguards and procedures it has
developed to respond to challenges to its objectivity; it also
confirms that it is independent within the meaning of all regulatory
and professional requirements and that the objectivity of the audit
team is not impaired.
Each of the Directors at the date of the approval of this report
confirms that:
(i) so far as the Directors are aware, there is no relevant audit
information of which the Company’s auditors are unaware;
and
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Directors’ Report (continued)
30
(ii) the Directors have taken all steps that they ought to have
taken as Directors to make themselves aware of any relevant
information and to establish that the Company’s auditors are
aware of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
Annual General Meeting (“AGM”)
The AGM will be held at 11am on 10 December 2025 at the offices
of Stephenson Harwood LLP, 1 Finsbury Circus, London
EC2M7SH and shareholders are warmly invited to attend. The
Investment Adviser will make an online presentation for the year
under review.
Resolutions relating to the following items of special business will
be proposed at the forthcoming AGM:
Resolution 3 Directors’ Remuneration Policy
Directors’ Remuneration Policy (the ‘Policy’) is put before
Shareholders for approval every three years and was last approved
at the AGM on 8 December 2022. The Policy will be put before
Shareholders for approval at the AGM on 10 December 2025. The
policy is that the remuneration of Directors: be fair and reasonable
in relation to that of other investment trusts and to the time
commitment and responsibilities undertaken; be reviewed relative
to movements in the Retail Price Index; be sufficient to retain and
motivate appointees, as well as ensure that candidates of a high
calibre are recruited to the Board but not be more than necessary
for the purpose; and take into consideration any committee
memberships and chairmanship duties.
Fees for the Directors are determined by the Board within the limits
stated in the Company’s Articles of Association (“Articles”). The
maximum currently is £300,000 in aggregate per annum. Directors
do not have service contracts. Directors are appointed under
letters of appointment, copies of which are available for inspection
at the registered office of the Company. Directors are entitled to
be reimbursed for any reasonable expenses properly incurred by
them in the performance of their duties. Directors are not eligible
for bonuses, pension benefits, share options or other incentives
or benefits. There are no agreements between the Company and
its Directors concerning compensation for loss of office.
Notwithstanding the above, the Company’s Articles also provide
that, additional discretionary payments can be made for services
which, in the opinion of the Directors, are outside the scope of the
ordinary duties of a director.
The level of Directors’ remuneration is reviewed annually, although
such review will not automatically result in any changes. This
Directors’ Remuneration Policy will apply to any new directors,
who will be paid the appropriate fee based on the Directors’ fees
level in place at the date of appointment. The Board will consider,
where raised, Shareholders’ views on Directors’ remuneration. The
Board may amend the level of remuneration paid to Directors
within the parameters of the Directors’ Remuneration Policy. This
Directors’ Remuneration Policy is the same as that currently
followed by the Board as disclosed in last year’s Directors’
Remuneration Report.
The Company has no employees and consequently has no policy
on the remuneration of employees.
Resolution 11 To approve an amendment in
the Company’s Investment Policy
As stated in the Chairman’s Statement, the investable
opportunities presenting themselves to our investment
management teams continue to grow as India’s economy
develops and these new enterprises emerge. To fully capitalise on
these opportunities, the Board is seeking to approve an increase
in the Company’s Investment Policy limit from 12% to 15% to
invest in gross assets (calculated at the time of investment) in
unquoted companies with a Significant Presence in India.
Your Board is wholly supportive of the Investment Manager’s
proprietary method of approaching investment decisions, of
adhering to best-practice corporate governance standards and of
finding early access to tomorrow’s success stories and firmly
believes that allowing the investment teams to have adequate
flexibility is likely to yield the best return for shareholders over the
longer term.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
31
Resolutions 12 and 13 Authority to issue
shares and to disapply pre-emption rights
The Board is seeking authority to allot up to a maximum of
34,298,378 Ordinary Shares (representing approximately 20% of
the shares in issue at the date of this document) and to dis-apply
pre-emption rights when allotting those Ordinary Shares at the
forthcoming Annual General Meeting. Authority granted under this
resolution will expire at the conclusion of the Annual General
Meeting to be held in 2025 unless renewed prior to this date via a
General Meeting. The full text of resolutions 12 and 13 is set out
in the Notice of Meeting on pages 83 to 88.
The authority granted by Shareholders to issue shares will provide
flexibility to grow the Company and spread its fixed costs. Shares
will only be issued at a premium to the Net Asset Value
(cumincome) after the costs of issue. Share issues are at the
discretion of the Board.
Resolution 14 Renewal of authority to
purchase own shares
The Directors recognise the importance to investors of ensuring
that the Company’s share price is as close to its underlying NAV
as possible. Accordingly, the Directors monitor the share price
closely and will consider share repurchases in the market if the
discount widens significantly, or the issue of shares to the market
to meet demand to the extent that the Company’s shares are
trading at a premium. For the year under review, the Company’s
Ordinary Shares have traded at an average premium to NAV of
1.8% and were trading at a discount of 3.8% on a cum-income
basis at 14 October 2024, the latest practicable date prior to the
issue of this report.
The Companies Act 2006 permits companies to hold shares
acquired by way of market purchase as treasury shares, rather
than having to cancel them. This provides the Company with the
ability to re-issue Ordinary Shares quickly and cost effectively,
thereby improving liquidity and providing the Company with
additional flexibility in the management of its capital base. No
Ordinary Shares will be sold from treasury at a price less than the
(cum income) Net Asset Value per existing Ordinary Share at the
time of their sale unless they are first offered pro rata to existing
Shareholders. At the year end the Company did not hold any
shares in treasury. The Authority to make market purchases will
expire at the conclusion of the Company’s AGM in 2025. The
Directors recommend that a new authority to purchase up to
25,706,634 Ordinary Shares (subject to the condition that not
more than 14.99% of the Ordinary Shares in issue, excluding
treasury Shares, at the date of this notice of AGM are purchased)
be granted and a resolution to that effect will be put to the AGM.
Any Ordinary Shares purchased will either be cancelled or, if the
Directors so determine, held in treasury. The Directors consider
that the renewing of the authority is in the interests of Shareholders
as a whole, as the repurchase of shares at a discount to the
underlying NAV enhances the NAV of the remaining shares.
Resolution 12 will give the Company authority to buy-back its own
issued Ordinary Shares in the market as permitted by the
Companies Act 2006. The authority also sets the minimum and
maximum prices which will be paid on any buy-back of shares.
Since the Company’s inception in July 2018 to 30 June 2025, the
NAV has increased by 184.6% and the Company’s share price has
increased by 181.5%, both comfortably ahead of the benchmark
index which grew by 106.8% (insterling terms). The Company’s
share price stood at 281.5p at the year end, a 0.9% premium to
NAV. Therefore, in the event of the Company’s shares trading at a
discount, it is considered unlikely that performance alone would
have been the main contributor. The Board may require the
authority to purchase shares in the event that the Company’s
discount becomes excessive in circumstances where they may
have exhausted all other means to narrow the Company’s
discount, or where they require the power to buy back shares in
periods of market volatility beyond their (or the Investment
Manager’s) control to protect the long-term interests of the
Company’s Shareholders.
Further to the above, the Company’s Ongoing Charges ratio of
0.2%, which reflects expenses which are likely to recur in the
foreseeable future, whether charged to capital or revenue, and
which relate to the operation of the Company is below average
amongst investment trusts and is not believed by the Board to
have had influence when the Company’s share price has traded
at a small discount to Net Asset Value. The Board reviews the
ongoing charges and monitors the expenses incurred by the
Company.
During the year ended 30 June 2025, the Company did not utilise
its authority to purchase its own shares. The full text of resolution
12 is set out in the Notice of Meeting on pages 83 to 88.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Directors’ Report (continued)
32
Resolution 15 Notice of General Meetings
Resolution 13 in the notice to the AGM is required to reflect the
requirements of the Shareholder Rights Directive. The Company
is currently able to call General Meetings, other than an AGM, on
14 clear days’ notice and would like to preserve this ability. In order
to be able to do so, Shareholders must have approved the calling
of meetings on 14 clear days’ notice.
Resolution 15 seeks such approval. The approval would be
effective until the Company’s next AGM, when it is intended that a
similar resolution will be proposed. The Company will ensure that
it offers the facility for Shareholders to vote by electronic means,
and that this facility is accessible to all Shareholders, if it is to call
general meetings on 14 days’ notice. Short notice will only be used
by the Board under appropriate circumstances.
Shareholders are strongly encouraged to submit proxy votes
online by visiting www.investorcentre.co.uk/eproxy. There is a
straightforward registration process and a number of our
shareholders are using the site already. All you need is your name,
address and investor code, which can be found on your share
certificate. If you are having trouble locating your share certificate
or investor code, please call the shareholder helpline on
0370 703 6077(or from overseas +44 (0)370 703 6077). Any
shareholder who is unwilling or unable to vote digitally can
complete a paper proxy card enclosed.
Shareholders that hold their shares through an investment platform
provider or nominee are encouraged to contact their investment
platform provider or nominee as soon as possible, and are
encouraged to vote in favour for each of the Resolutions to be
lodged on their behalf. The Association of Investment Companies’
guidance on how to vote through investment platforms can be
found on its website (https://www.theaic.co.uk/how-to-vote-your-
shares). The directors believe that the resolutions to be proposed
at the AGM are in the best interests of the Company and its
shareholders as a whole, and recommend that shareholders vote
in favour of the resolutions. The directors intend to vote their own
shareholdings in favour.
By order of the Board
NSM Funds (UK) Limited
Company Secretary
8 October 2025
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Corporate Governance
33
Introduction
The Board has considered the Principles and Provisions of the AIC
Code of Corporate Governance 2019 (the “AIC Code”). The AIC
Code addresses the Principles and Provisions set out in the
UKCorporate Governance Code 2018 (the “UK Code”), as well
as setting out additional Provisions on issues that are of specific
relevance to the Company. The Board is currently reviewing the
impact on the Company of the UK Corporate Governance Code
2024, published in January 2024, applicable to financial years
beginning on or after 1 January 2025, other than Provision29
which will apply to financial years 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, provides more relevant information to
Shareholders. The Company has complied with the Principles and
Provisions of the AIC Code. The AIC Code is available on the AIC
website (www.theaic.co.uk). It includes an explanation of how the
AIC Code adapts the Principles and Provisions set out in the
UKCode to make them relevant for investment companies.
The Company has complied with the recommendations of the
AICCode and the relevant provisions of the UKCode, except as
set out below.
The UK Code includes provisions relating to:
• the role of the chief executive;
• the establishment of a remuneration committee;
• the need for an internal audit function; and
• executive directors’ remuneration.
The Board considers that these provisions are not relevant to the
position of the Company, being an externally managed investment
company with an independent board and no employees. The Audit
Committee has considered the need for an internal audit function
and considers that this is not appropriate given the nature and
circumstances of the Company as an externally managed
investment company with external service providers. The Audit
Committee keeps the needs for an internal audit function under
periodic review.
The Company has therefore not reported further in respect of these
provisions.
The Board
Composition
At the date of this report, the Board consists of four non-executive
directors including the Chairman. Mr Watkins and Mr Skinner were
appointed on 11 May 2018. Dr Booth and Ms Dhut were
appointed on 7 June 2018.
Rita Dhut was appointed Senior Independent Director of the
Company with effect from 1 October 2022.
The Board believes that during the year ended 30 June 2025 its
composition was appropriate for an investment company of the
Company’s nature and size. All of the Directors are independent
of the Investment Manager and are able to allocate sufficient time
to the Company to discharge their responsibilities effectively. All
Board members actively participate in Board meetings, provide
constructive challenge, specialist advice and strategic guidance.
The Directors have a broad range of relevant experience to meet
the Company’s requirements and their biographies are given
overleaf.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Corporate Governance (continued)
34
Andrew Watkins (non-executive Chairman)
Andrew Watkins has spent his career in the investment companies’
sector in senior sales and client relations positions with Robert
Fleming, Jupiter and Invesco Perpetual, retiring from full-time
employment in June 2017. He is a current Chairman of CT
UKHigh Income Trust plc and non-executive director of Chelverton
UK Dividend Trust plc, Baillie Gifford European Growth Trust plc
and Consistent Unit Trust Management Ltd.
Jamie Skinner (Chair of the Audit Committee)
Jamie Skinner is a qualified accountant and a fellow of the
Chartered Institute for Securities and Investment. He joined
Cazenove & Co in 1989 as a corporate finance executive working
principally on investment companies and also other sector IPO
activity. In 1999 he joined Martin Currie Investment Management
Limited as a Director and in 2014 was appointed Head of Client
Services. He served as President and CEO of The China Fund,
Inc. until 2012, President and CEO of The Taiwan Fund, Inc. until
2014 and President of the Martin Currie Business Trust until 2015.
He was appointed to the board of Martin Currie, Inc. in March
2013 and to the board of the Martin Currie Japan Absolute Return
Fund in January 2016 and retired from these roles on 17 May 2018
and 10 May 2018 respectively. He was previously a non-executive
director of Ediston Property Investment Company plc and is
currently chairman of both Asian Opportunities Absolute Return
Fund Limited and Chairman of Baillie Gifford Shin Nippon plc.
Dr Jerome Booth (Chair of the Nomination Committee)
Dr Jerome Booth is a published economist and leading expert on
emerging markets. He has a broad range of board and senior level
experiences in higher education, finance (banking, asset
management and insurance), media (press and publishing),
telecoms, and the arts (music, museums and film). Jerome has
aDoctorate in Economics from the University of Oxford and was
a Lecturer in Economics at Christ Church. In 2013, he retired from
Ashmore Group, a world leading emerging markets asset
management group that he helped establish in 1999 in a
management buyout from ANZ Bank. Prior to ANZ Bank, he
worked in the Strategic Planning unit of the Inter-American
Development Bank from 1991 to 1994 in Washington, D.C.
Jerome is Chairman of The Global Warming Policy Foundation. He
previously served as Chairman of the Governing Board of
Anglia Ruskin University. He has also been Chairman of: the
Britten Sinfonia; The UKCF (the national body of Community
Foundations); and the Fitzwilliam Museum Development Trust. He
was also a board member of the Royal Philharmonic Society.
Rita Dhut (Chair of the Management Engagement Committee
and Senior Independent Director)
Rita Dhut has over 30 years of varied investment experience having
gained industry recognition and multiple awards during her Fund
Management career at organisations such as M&G Plc and Aviva
Investors where she was appointed Head of UK & European Equity
for value based investment responsible for over £6billion of equity
funds. She is currently a Non-Executive Director of UKRI, Integrafin
Plc and Chair of JP Morgan European Growth and Income Plc. Rita
is also an active investor in, and adviser to, early stage companies.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
35
The Directors have appointment letters which do not provide for
any specific term. Copies of the Directors’ appointment letters are
available on request from the Company Secretary. Upon joining
the Board, any new Director receives an induction and further
relevant training is available to Directors on an ongoing basis.
When considering new appointments to the Board the Directors
will consider other demands on the Director’s time and any
significant time commitments should be disclosed prior to
appointment. Additional external appointments will not be
undertaken without prior Board approval.
Independent advice
A procedure has been adopted for Directors, in the furtherance of
their duties, to take independent professional advice at the
expense of the Company.
Conflicts of interest
In accordance with the Companies Act 2006, the Company has
put in place procedures to deal with conflicts of interest, which
have operated effectively. The Directors have declared any conflicts
or potential conflicts of interest to the Board, which has the
authority to approve such occurrences. The Company Secretary
maintains the Register of Directors’ Conflicts of Interests which is
reviewed at each quarterly board meeting and when changes are
notified. The Directors advise the Company Secretary and the
Board as soon as they become aware of any conflicts of interest.
Directors who have conflicts of interest do not take part in
discussions which relate to any of their conflicts.
It is the responsibility of each individual Director to avoid an
unauthorised conflict arising. Directors must request authorisation
from the Board as soon as they become aware of the possibility
that a conflict may arise. The Board is responsible for considering
Directors’ requests for authorisation of conflicts and for deciding
whether or not the relevant conflict should be authorised. When
the Board is deciding whether to authorise a conflict or potential
conflict, only Directors who have no interest in the matter being
considered are able to participate in the relevant decision, and in
taking the decision the Directors must act in a way they consider,
in good faith, will be most likely to promote the Company’s
success. The Board are able to impose limits or conditions when
giving authorisation if they think this is appropriate in the
circumstances. The Directors must also comply with the statutory
rules requiring company directors to declare any interest in an
actual or proposed transaction or arrangement with the Company.
Board committees
The Board decides upon the membership and chairmanship of its
committees.
Audit Committee
In accordance with the Companies Act 2006, the Company has
put in place procedures to deal with conflicts of interest, which
have operated effectively. The Board is aware of the other
commitments of its Directors and is satisfied that these duties do
not conflict with their duties as Directors of the Company. Any
changes to these commitments are reported to the Board.
MrSkinner is the Chair of the Audit Committee.
Management Engagement Committee
All of the Directors are members of this committee. The
Management Engagement Committee meets at least once a year
or more often if required. Its principal duties include consideration
of the terms of appointment of the Investment Manager and the
Company’s other service providers, and it will annually review those
appointments and the terms of the Investment Management
Agreement. Ms Dhut is the Chair of the Management Engagement
Committee.
Nomination Committee
The Board as a whole fulfils the function of the Nomination
Committee. The Nomination Committee meets at least once a year
or more often if required. Its principal duties include identifying and
nominating to the Board new Directors and undertaking an annual
performance evaluation of the Board, led by the Committee
Chairman. Dr Booth is the Chair of the Nomination committee.
Each Committee has adopted formal terms of reference, which
are reviewed at least annually, and copies of these are available on
the Company’s website or on request from the Company
Secretary.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Corporate Governance (continued)
36
Quarterly Audit Nomination
Board Committee Committee Management
Meetings Committee
Number of meetings held 4 2 1 1
Andrew Watkins 4 2 1 1
Jamie Skinner 4 2 1 1
Dr Jerome Booth 4 2 1 1
Rita Dhut 4 2 1 1
Diversity
The Board supports the principle of boardroom diversity, of which
gender and ethnicity are two important aspects. The Board’s aim
is to have a broad range of approaches, backgrounds, skills,
knowledge and experience represented and to make appointments
on merit against objective criteria, including diversity in its broadest
sense. The Board believes that this will promote the long-term
sustainable success of the Company and generate value for all
shareholders by ensuring there is cognitive diversity among the
Directors and the challenge needed to support good decision
making.
To this end, achieving a diversity of perspectives and backgrounds
on the Board will be a key consideration in any future 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 Board gives due regard to the diversity targets in the FCA
UKListing Rules and does not discriminate unfairly on the grounds
of gender, ethnicity, age, sexual orientation, disability or
socio-economic background when considering the appointment of
new directors. Candidates’ educational and professional
backgrounds, their cognitive and personal strengths, are considered
against the specification prepared for each appointment.
Implementation of the Board’s Diversity Policy
The Board reports against the targets set out in the FCA’s UKLR
6.6.6R(9)(a). These require that at least 40% of individuals on the
board are women; at least one individual on the board is from a
minority ethnic background; and at least one of the senior board
positions of Chair, SID, CEO and CFO is held by a woman.
At 30 June 2025, and at the date this Annual Report was signed,
the Board comprised four non-executive Directors. Two of the three
targets are met because one Director is ethnically diverse and at
least one of the senior Board positions is held by a woman. The
Board did not meet the target on gender diversity of at least 40%
of women on the board. However, the Board is committed to
meeting this target and will consider gender diversity when future
appointments are made as part of its recruitment criteria.
The following information has been provided by each Director. As the
Company has no employees, no information is included for executive
management. The Board has resolved that the Company’s year-end
date be the most appropriate date for disclosure purposes. There
have been no changes since 30 June 2025.
Number of Percentage Number of
Board of the senior
members Board positions on
the Board
Men 3 75% 2
Women 1 25% 1
Number of Percentage Number of
Board of the senior
members Board positions on
the Board
White British 3 75% 2
or Other White
(including
minority-white
groups)
Asian/Asian British 1 25% 1
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
37
Tenure Policy
Each Director is subject to annual re-election by Shareholders.
Although this is not required by the Company’s Articles of
Association, it is good governance practice. The Board
recommends all of the Directors for re-election at the upcoming
AGM in December 2025. The Company has no fixed policy
regarding tenure of directorships. The Board recognises the
benefits to the Company of having longer serving Directors together
with progressive refreshment of the Board in line with corporate
governance best practice.
The Board are mindful that the entire Board will reach their ninth
anniversary simultaneously during the summer of 2027. In order to
ensure continuity, the Board has adopted a succession plan that
allows for a gradual refreshment. However, the Board may decide
to recommend a director with more than nine years’ service for re-
election should the need arise.
Board Evaluation
During the year, the Board conducted an external evaluation using
the services of Board Forms, an external evaluation consultancy
which is independent of the Company. The evaluation was based
upon completed questionnaires covering the Board and its
Committees, individual Directors and the Chairman. The responses,
including the appraisal of the Chairman, were discussed by the
Nomination Committee.
The conclusion of the performance evaluations were positive and
demonstrated that the Board and its Committees were operating
effectively. The Nomination Committee reported to the Board on
each Director’s performance, and concluded that their performance
continues to be effective, they remain committed to the Company
and have sufficient time to fulfill their duties.
Internal control
The AIC Code requires the Board to review the effectiveness of
the Company’s system of internal controls. The Board recognises
its ultimate responsibility for the Company’s system of internal
controls and for monitoring its effectiveness. The system of internal
controls is designed to manage rather than eliminate the risk of
failure to achieve business objectives and it can provide only
reasonable assurance against material misstatement or loss. The
Board has undertaken a review of the aspects covered by the
guidance and has identified risk management controls in the key
areas of business objectives, accounting, compliance, operations
and secretarial as being matters of particular importance upon
which it requires reports from the relevant key service providers.
The Board believes that the existing arrangements, set out below,
represent an appropriate framework to meet the internal control
requirements. By following these procedures, the Directors have
kept under review the effectiveness of the internal control system
throughout the year and up to the date of this report.
Financial aspects of internal control
These are detailed in the Audit Committee Report on page43.
Other aspects of internal control
The Board holds at least four regular meetings each year, plus
additional meetings as required. Between these meetings there is
regular contact with the Investment Adviser, the Company
Secretary, and the Administrator.
The Administrator, NSM Funds (UK) Limited, reports separately in
writing to the Board concerning risks and internal control matters
within its purview, including internal financial control procedures
and company secretarial matters. As stated earlier in the Director’s
Report, Apex Listed Companies Services (UK) Limited provided
this service until 31 December 2024. Additional ad hoc reports are
received as required and Directors have access at all times to the
advice and services of the Company Secretary, which is
responsible to the Board for ensuring that Board procedures are
followed, and that applicable rules and regulations are complied
with.
Engagement with the Investment Manager and the Administrator
enabled the Board to monitor the Company’s progress towards its
objectives and encompass an analysis of the risks involved. The
effectiveness of the Company’s risk management and internal
control systems is monitored regularly and a formal review, utilising
a detailed risk assessment programme, takes place at least
annually. This includes a review of the internal controls reports of
the Administrator, Investment Manager, Registrar and Custodian.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Corporate Governance (continued)
38
Principal and emerging risks
The Directors confirm that they have carried out a robust
assessment of the principal and emerging risks facing the
Company, including those that would threaten its business model,
future performance, solvency or liquidity. The principal and
emerging risks and how they are being managed are set out in the
Strategic Report on pages 13 to 15.
Shareholder relations
The Board encourages all Shareholders to attend the AGM and
seeks to provide twenty one clear days’ notice of that meeting.
The Notice of AGM sets out the business of the AGM and any item
not of an entirely routine nature is explained in the Directors’
Report. Separate resolutions are proposed for each substantive
issue. The Investment Manager has a regular programme of
meetings with Shareholders and reports back to the Board on its
findings. Additionally, the Company’s Broker regularly provides
Shareholder feedback to the Board.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Directors’ Remuneration Report
39
Introduction
The Board is pleased to present the Remuneration Report for the
year ended 30 June 2025 which has been prepared in accordance
with sections 420-422 of the Companies Act 2006. The law
requires the Company’s auditor to audit certain sections of the
Remuneration Report; where this is the case the relevant section
has been indicated as such.
Given the size of the Board, being four members in number, the
Board is of the view that a separate Remuneration Committee is
not required to be established. The Nomination Committee is
responsible, inter alia, for reviewing the remuneration payable to
the Directors considering the relevant circumstances of the
Company.
The remuneration policy must be put forward for shareholder
approval at a maximum interval of three years. It was last approved
by shareholders at the AGM held on 10 December 2022.
Accordingly, the remuneration policy will continue in force until the
forthcoming AGM to be held 10 December 2025.
The remuneration policy sets out the principles the Company
follows in remunerating Directors and the result of the shareholder
vote on the policy is binding on the Company. The Board will take
account of any views expressed by shareholders in formulating
this policy. In the event of any proposed material variation to the
policy, shareholder approval will be sought for the proposed new
policy prior to its implementation.
All the Directors are non-executive directors and the Company has
no other employees.
Remuneration Policy
The remuneration policy is that the remuneration of Directors: be
fair and reasonable in relation to that of other investment trusts
and to the time commitment and responsibilities undertaken; be
reviewed relative to movements in the Retail Price Index; be
sufficient to retain and motivate appointees, as well as ensure that
candidates of a high calibre are recruited to the Board but not be
more than necessary for the purpose; and take into consideration
any committee memberships and chairmanship duties.
Fees for the Directors are determined by the Board within the limits
stated in the Company’s Articles of Association (“Articles”). The
maximum currently is £300,000 in aggregate per annum. Directors
do not have service contracts. Directors are appointed under
letters of appointment, copies of which are available for inspection
at the registered office of the Company. Directors are entitled to
be reimbursed for any reasonable expenses properly incurred by
them in the performance of their duties. Directors are not eligible
for bonuses, pension benefits, share options or other incentives
or benefits. There are no agreements between the Company and
its Directors concerning compensation for loss of office.
Notwithstanding the above, the Company’s Articles also provide
that, additional discretionary payments can be made for services
which, in the opinion of the Directors, are outside the scope of the
ordinary duties of a director.
The level of Directors’ remuneration is reviewed annually, although
such review will not automatically result in any changes. This
Directors’ remuneration policy will apply to any new directors, who
will be paid the appropriate fee based on the Directors’ fees level
in place at the date of appointment. The Board will consider, where
raised, Shareholders’ views on Directors’ remuneration. The Board
may amend the level of remuneration paid to Directors within the
parameters of the Directors’ remuneration policy.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Directors’ Remuneration Report (continued)
40
The components of the remuneration package for Directors, which are contained in the remuneration policy are as detailed below.
Current and future policy
Component Director Purpose of reward Operation
Annual fee
1,2
Chairman of the Board For services as Chairman of a plc Determined by the Board
Annual fee
1,2
Other Directors For services as non-executive Directors Determined by the Board
of a plc
Additional fee
1,2
Chairman of the Audit For additional responsibility and time Determined by the Board
Committee commitment
Expenses All Directors Reimbursement of expenses incurred in Submission of appropriate
the performance of duties supporting documentation
1 Payment in shares - The Board has determined that with effect from 24 June 2021, Directors’ may elect to receive their Directors’ fee in cash, rather than in shares. The Directors (the Chairman
from 1 July 2021, Ms Dhut from 1 July 2022 and the remainder of the Board from 1 July 2024) have so elected to receive their Directors’ fees in cash. Any Ordinary Shares previously acquired by
the Directors in payment of their fees shall be subject to the terms of the Directors’ Lock-in Deed and not accounted for under share-based payments.
2 Lock-in Deed - Each Board member is subject to a Deed between themselves, the Company and Peel Hunt (the “Broker”) dated 19 June 2018. The Directors have agreed that they will not sell,
grant options over or otherwise dispose of any interest in any Ordinary Shares acquired by them in satisfaction of their entitlement to Directors’ fees (save in certain circumstances, including: (i) in
acceptance of a general offer made for the entire issued share capital of the Company; or (ii) pursuant to an intervening court order; or (iii) following termination of their appointment as a non-executive
Director of the Company) prior to the first anniversary of the date of acquisition of the relevant Ordinary Shares. The Directors’ Lock-in Deed is governed by the laws of England and Wales.
Remuneration Implementation Report
Each Director’s appointment is governed by written terms which
are available for inspection at the Company’s registered office.
They are also available at the AGM.
Details of the Company’s policy on Directors’ tenure may be found
on page 37. Subject to the provision of the Lock-in-Deed, there
are no restrictions on transfers of the Company’s shares held by
the Directors, or any special rights attached to such shares.
The Company has agreed to indemnify, defend and hold harmless
its Directors from and against all liabilities, obligations, losses,
damages, penalties, actions, judgements, suits, costs, legal costs,
reasonable expenses or disbursements (other than those resulting
from fraud or negligence).
Information on Directors’ costs is disclosed in note 8 of these
Financial Statements.
Voting at last Annual General Meeting
The resolution to approve the Remuneration Policy contained in
the Annual Report for the year ended 30June 2022 was passed
at the AGM held on 8December 2022 with 99.91% of the shares
voted being in favour of the resolution. The resolution to approve
the Director’s Remuneration Report contained in the Annual Report
for the year ended 30 June 2024 was put forward to Shareholders
at the AGM held on 10 December 2024. The resolution was also
passed with 99.8% of the shares voted being in favour of the
resolution, 0.02% against and 137,704 votes were withheld.
17745 Ashoka Annual Report pg27-56.qxp_Layout 1 08/10/2025 09:30 Page 40
-50
0
50
100
150
200
250
NAV
Share price
Index
Jul-18
Dec-18
Jun-19
Nov-19
May-20
Oct-20
Apr-21
Oct-21
Mar-22
Sep-22
Feb-23
Aug-23
Jan-24
Jul-24
Dec-24
Jun-25
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
41
Directors’ Fees
The Directors who served during the year received the following remuneration for qualifying services. In accordance with the Shareholder
Rights Directive, the Board confirms there were no variable pay awards made to the Directors and there were no deferral periods.
Director remuneration is reviewed on an annual basis by the Nomination Committee. Following due consideration of peers within the
sector, and analysis of current market rates of Directors’ fees for investment trust companies, the Board decided to keep the fees
unchanged for the year beginning 1 July 2025.
The table below sets out the annual percentage change in Directors’ fees for the past five years.
Audited 2025 2024 % change % change % change % change % change
in fees in fees in fees in fees in fees
Taxable Taxable 30 June 30 June 30 June 30 June 30 June
Fees Benefits Total Fees Benefits Total 2024 2023 2022 2021 2020
Director £ £ £ £ £ £ to 2025 to 2024 to 2023 to 2022 to 2021
Andrew Watkins 48,000 0.00 48,000 40,000 0.00 40,000 20.00 0.00 0.00 14.29 0.00
Jamie Skinner
1
40,000 1,954.25 41,954.25 32,500 0.00 32,500 29.09 0.00 0.00 18.18 0.00
Dr Jerome Booth 32,000 0.00 32,000 27,500 0.00 27,500 16.36 0.00 0.00 10.00 0.00
Rita Dhut 32,000 0.00 32,000 27,500 0.00 27,500 16.36 0.00 0.00 10.00 0.00
Total 152,000 1,954.25 153,954.25 127,500 0.00 127,500
1 The percentage change for Jamie Skinner is comprised of 23.08% increase in basic fees and 100% increase for taxable benefits incurred in the current year.
Performance
The chart below shows the performance of the Company’s net asset value and share price (total return) by comparison to the MSCI
India IMI (total return in sterling terms) for the period since the Company was listed assuming £100 was invested at the point the Company
was listed. The Company does not have a specific benchmark but has deemed the MSCI India IMI (in sterling terms) to be the most
appropriate comparator for its performance.
17745 Ashoka Annual Report pg27-56.qxp_Layout 1 08/10/2025 09:30 Page 41
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Directors’ Remuneration Report (continued)
42
Relative importance of spend on pay
The following table sets out the total level of Directors’
remuneration compared to income and capital gains, the
distributions to Shareholders by way of dividends, and the
performance fees and operating expenses incurred by the
Company for the year ended 30 June 2025, together with the prior
year comparative.
Year ended Year ended
30 June 2025 30 June 2024
£ £
Income 3,011,000 2,196,000
Net investment gains 24,995,000 111,594,000
Spend on Directors’ fees 152,000 127,500
Performance fees expense
1
15,954,000 2,301,000
Operating expenses 1,007,000 1,533,000
Dividends paid to Shareholders nil nil
1 The performance fees are accrued but not paid and will adjust at the end of each period.
The disclosure of the information in the table above is required
under The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013 with the
exception of performance fees and operating expenses which
have been included to show the total expenses of the Company.
Directors’ shareholdings
At 30 June 2025 the Directors had the following holdings in the
Company. All holdings were beneficially owned.
Audited
Ordinary Ordinary
Shares Shares
as at as at
30 June 2025 30 June 2024
Andrew Watkins 94,425 94,425
Jamie Skinner 100,933 100,933
Rita Dhut 81,733 81,733
Dr Jerome Booth 85,522 85,522
There have been no changes to any of Directors’ shareholdings in
the period from 1 July 2025 to the date of this report.
Statement
On behalf of the Board and in accordance with Part 2 of
Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations 2013,
I confirm that the above Remuneration Policy and Remuneration
Implementation Report summarises, as applicable, for the year
ended 30 June 2025:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration
made during the year; and
(c) the context in which the changes occurred and decisions have
been taken.
Andrew Watkins
Chairman of the Board
8 October 2025
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Audit Committee Report
43
Role and responsibilities of the Audit
Committee
The AIC Code of Corporate Governance (the “AIC Code”)
recommends that Boards should establish an audit committee
consisting of at least three, or in the case of smaller companies,
two independent non-executive Directors. The Board is required
to satisfy itself that the audit committee has recent and relevant
financial experience. The main role and responsibilities of the audit
committee should be set out in written terms of reference covering
certain matters described in the Code. The Company complies
with the AIC Code.
The Committee has formal written terms of reference which clearly
set out its main role and responsibilities including certain matters
provided for in the Code. Copies of the terms of reference are
available on the Company’s website or on request from the
Company Secretary.
The principal responsibilities of the Committee are:
• to monitor the integrity of the financial statements of the
Company and any formal announcements relating to the
Company’s financial performance;
• to review the Company’s internal financial controls and the
internal control and risk management systems of the
Company and its third-party service providers;
• to make recommendations to the Board in relation to the
appointment of the external Auditor and their remuneration;
• to review and monitor the external Auditor’s independence
and objectivity and the effectiveness of the audit process; and
• to develop and implement policy on the engagement of the
external Auditor to supply non-audit services, taking into
account relevant guidance regarding the provision of
non-audit services by the external audit firm.
The Audit Committee meets formally at least twice a year for the
purpose, amongst other things, of considering the appointment,
independence and objectivity, and remuneration of the Auditor and
to review the annual accounts and half-yearly financial report. The
Audit Committee also reviews the Company’s internal financial
controls and its internal control and risk management systems.
Where non-audit services are provided by the auditor, full
consideration of the financial and other implications on the
independence of the auditor arising from any such engagement
are considered before proceeding. These are non-recurring
services, and the work was performed by a team independent of
the audit team and the audit team place no reliance on the output
of the services provided.
Composition of the Committee
All of the Directors of the Company are members of the Committee
which is chaired by Mr Skinner. All members of the Committee have
recent and relevant financial experience. The Chairman of the
Company is a member of the Committee. The Board and the
Committee believe that it is appropriate for the Chairman of the Board
to remain a member of the Committee because he has recent and
relevant financial experience and was independent on his
appointment as Chairman and remains so.
Activities of the Committee
There were two Audit Committee meetings held during the year
ended 30 June 2025 at which all Committee members were in
attendance.
The Committee, amongst other things, considered the
appointment, independence and objectivity, and remuneration of
the external Auditor and reviewed the annual accounts and
half-yearly financial report. The Committee also reviewed the
Company’s internal financial controls and its internal control and
risk management systems.
Financial aspects of internal control
The Directors are responsible for the internal financial control
systems of the Company and for reviewing its effectiveness. The
aim of the internal financial control system is to ensure the
maintenance of proper accounting records, the reliability of the
financial information upon which business decisions are made and
which is used for publication and that the assets of the Company
are safeguarded. As stated above, the Board has contractually
delegated to external agencies the services the Company requires,
but they are fully informed of the internal control framework
established by each relevant service provider who have provided
reasonable assurance on the effectiveness of internal financial
controls.
17745 Ashoka Annual Report pg27-56.qxp_Layout 1 08/10/2025 09:30 Page 43
Where controls reports were not coterminous with the Company’s
year-end bridging letters were obtained. The Audit Committee also
received papers in relation to the controls at the Custodian,
Investment Manager and Investment Adviser.
The key procedures include monthly production of management
accounts and NAV calculations, monitoring of performance at
regular Board meetings, supervision by Directors of the valuation
of securities, segregation of the administrative function from that
of securities and cash custody and of both from investment
management, maintenance of appropriate insurance and
adherence to physical and computer security procedures. The
Audit Committee received and reviewed control reports from the
Company’s Administrator and Registrar which contain reporting
accountant’s reports.
The Statement of Directors’ Responsibilities in respect of the
accounts is on page 46 and a Statement of Going Concern is on
page 29.
The Independent Auditor’s Report is on pages 47 to56.
Financial statements and significant
accounting matters
The Audit Committee reviewed the financial statements and
considered the following significant accounting issues in relation
to the Company’s financial statements for the year to 30 June
2025:
Valuation and existence of investments
The Company holds the majority of its assets in quoted
investments. The existence and valuation of these investments is
the most material matter in the production of the financial
statements. The Audit Committee reviewed the procedures in place
for ensuring accurate valuation and existence of investments and
discussed the valuation of the Company’s investments at the year
end with the Investment Manager and reviewed their existence with
the Administrator and other service providers. Investments are
valued using independent pricing sources by the Administrators
and the holding quantities at the year end were agreed to the
Company’s custodian’s records.
The Company also holds unquoted investments in the portfolio.
The Investment Manager provided a valuation recommendation
for the unquoted investments held at the year end which was
discussed and approved by the Directors. The Investment
Managers’ valuation approach for investments in unlisted
companies is described in Note 3a.
Recognition of income
Income may not be accrued in the correct period and/or incorrectly
allocated to revenue or capital. The Audit Committee reviewed the
Administrator’s procedures for recognition of income and reviewed
the treatment of any special dividend receivable in the period under
review.
Calculation of performance fees
Incorrect amounts may be paid to the Investment Manager and
recognised in the accounts if the fees are not calculated correctly.
Performance fee calculations are circulated to the Directors prior
to payment. The Audit Committee reviewed the procedures in
place for the calculation of performance fees.
Tax status and Indian capital gains provision
The Company may suffer tax on gains on the realisation of
investments if investment trust status is not maintained. The Audit
Committee reviewed the compliance of the Company during the
year with the eligibility conditions and ongoing requirements in
order for investment trust status to be maintained.
The Indian capital gains tax provision represents an estimate of the
amount of tax payable by the Company. Tax amounts payable may
differ from this provision depending on when the Company
disposes of investments. The Audit Committee reviewed the
procedures in place for the calculation of Indian capital gains tax.
The daily NAV takes into account any provisional Indian capital
gains tax assessment.
Going concern
The Audit Committee reviewed the Company’s financial resources
and concluded that it is appropriate for the Company’s financial
statements to be prepared on a going concern basis as described
in the Directors’ Report on page 29.
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Audit Committee Report (continued)
44
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
45
Conclusion with respect to the annual report
and financial statements
The Audit Committee has concluded that the annual report for the
year to 30 June 2025, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
Shareholders to assess the Company’s business model, strategy
and performance. The Audit Committee has reported its
conclusions to the Board of Directors. The Audit Committee
reached this conclusion through a process of review of the
documents and enquiries to the various parties involved in the
production of the annual report.
Audit tenure
Ernst & Young LLP was first appointed as the Company’s Auditor
for the period ended 30 June 2019. Mr Mike Gaylor is the current
Audit Partner, appointed for and during the year ended 30 June
2023 audit. The appointment of the auditor is reviewed annually
by the Committee and the Board and is subject to approval by
Shareholders.
Ernst & Young LLP has confirmed that it believes it is independent
within the meaning of regulatory and professional requirements
and that the objectivity of the audit partner and staff is not
impaired. Having carried out the review described below, the
Committee is satisfied that the Auditor remains independent and
effective for the purposes of this year’s audit and, as such, has not
considered it necessary to put the audit services contract out to
tender. In accordance with FRC guidance in relation to the
statutory audits of listed companies, the Company is required to
put out to tender within ten years of the initial appointment of Ernst
& Young LLP, this will be during the 2028 year end. There are no
contractual obligations restricting the Committee’s choice of
external Auditor.
Effectiveness of external audit
The Audit Committee is responsible for reviewing the effectiveness
of the external audit process. The Audit Committee received a
presentation of the audit plan from the external Auditor prior to the
commencement of the audit and a presentation of the results of
the audit following completion of the main audit testing.
Additionally, the Audit Committee received feedback from the
Administrator regarding the effectiveness of the external audit
process and the Audit Quality Inspection Report on Ernst & Young
LLP issued by the FRC’s Audit Quality Review Team (‘AQRT’).
Following the above review, the Audit Committee has agreed that
the re-appointment of the external Auditors should be
recommended to the Board and the Shareholders of the
Company.
Provision of non-audit services
The Audit Committee has put a policy in place on the supply of
any non-audit services provided by the external Auditor. Such
services are considered on a case-by-case basis and may only be
provided to the Company if the provision of such services is at a
reasonable and competitive cost and does not constitute a conflict
of interest or potential conflict of interest which would prevent the
external Auditor from remaining objective and independent.
No non-audit services were provided in the year ending 30 June
2025 (30 June 2024: nil).
Internal Audit
The Committee has considered the need for an internal audit
function and considers that this is not appropriate given the nature
and circumstances of the Company. The Committee keeps the
need for an internal audit function under periodic review.
Jamie Skinner
Audit Committee Chairman
8
October 2025
17745 Ashoka Annual Report pg27-56.qxp_Layout 1 08/10/2025 09:30 Page 45
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Statement of Directors’ Responsibilities
46
The Directors are responsible for preparing the Annual Report and
Accounts in accordance with applicable laws and regulations.
The Companies Act 2006 (the “company law”) requires the
Directors to prepare financial statements for each financial year.
Under that law the Directors have elected to prepare the Company
financial statements in accordance with UK-adopted international
accounting standards.
Under company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company during and as at the
end of the year. In preparing these financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates, which are reasonable and
prudent;
• present information including accounting policies and
additional disclosures as required to ensure the report is
presented in a manner that provides relevant, reliable,
comparable and understandable information;
• state whether applicable UK-adopted international accounting
standards have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
• prepare the financial statements on a going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and which disclose with reasonable accuracy at any
time the financial position of the Company and enable them to
ensure that the accounts 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 accounts are published on the Company’s website at
https://ashokaindiaequity.com, which is maintained by the
Investment Manager. The work carried out by the auditors does
not involve consideration of the maintenance and integrity of this
website and, accordingly, the auditors accept no responsibility for
any changes that have occurred to the accounts since being
initially presented on the website. Legislation in the United
Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ confirmation statement
The Directors each confirm to the best of their knowledge that:
(a) the financial statements, prepared in accordance with
UK-adopted international accounting standards give a true
and fair view of the assets, liabilities, financial position and
profit or loss of the Company as required by DTR 4.1.12R;
and
(b) this Annual Report comprising the Strategic Report and
Governance Statements includes a fair review of the
development and performance of the business and position
of the Company, together with a description of the principal
and emerging risks that it faces as required by DTR 4.1.8R
and DTR 4.1.9R.
Having taken advice from the Audit Committee, the Directors
consider that the Annual Report and financial statements taken as
a whole is fair, balanced and understandable and provides the
information necessary for Shareholders to assess the Company’s
performance, business model and strategy.
For and on behalf of the Board
Andrew Watkins
Chairman
8 October 2025
17745 Ashoka Annual Report pg27-56.qxp_Layout 1 08/10/2025 09:30 Page 46
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Independent Auditor’s Report To The Members Of Ashoka India
Equity Investment Trust Plc
47
Opinion
We have audited the financial statements of Ashoka India Equity
Investment Trust plc (“the Company”) for the year ended 30 June
2025 which comprise the Statement of Comprehensive Income,
the Statement of Financial Position, the Statement of Changes in
Equity, the Statement of Cash flows and the related notes 1 to 17,
including material accounting policy information. The financial
reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting
standards.
In our opinion, the financial statements:
• give a true and fair view of the Company’s affairs as at 30 June
2025 and of its loss for the year then ended;
• have been properly prepared in accordance with UK adopted
international accounting standards; and
• have been prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor’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 are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, including the 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 the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of accounting
included:
• Confirmation of our understanding of the Company’s going
concern assessment process and engaged with the Directors
and the Company Secretary to determine if all key factors that
we have become aware of during our audit were considered
in their assessment. We considered whether the factors taken
account of in the Directors’ assessment addressed those
matters which we considered important.
• Inspection of the Directors’ assessment of going concern,
including the revenue forecast and liquidity assessment, for
the period to 31 December 2026 which is at least 12months
from the date the financial statements were authorised for
issue. In preparing the revenue forecast, the Company has
concluded that it is able to continue to meet its ongoing costs
as they fall due.
• Review of the factors and assumptions, including the impact
of the current economic environment and other significant
events that could give rise to market volatility, as applied to
the revenue forecast and the liquidity assessment of
investments. We considered the appropriateness of the
methods used to calculate the revenue forecast and the
liquidity assessment and determined, through testing of the
methodology and calculations, that the methods, inputs and
assumptions utilised were appropriate to be able to make an
assessment for the Company.
17745 Ashoka Annual Report pg27-56.qxp_Layout 1 08/10/2025 09:30 Page 47
• Consideration of the mitigating factors included within the
revenue forecasts that are within the control of the Company.
We reviewed the Company’s assessment of the liquidity of
investments held and evaluated the Company’s ability to sell
those investments in order to cover working capital
requirements.
• Review of the Company’s going concern disclosures included
in the annual report in order to assess that the disclosures
were consistent with the financial statements and our
understanding of the Company and in conformity with the
reporting standards.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period to
31 December 2026.
In relation to the Company’s reporting on how they have applied
the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement in
the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report. However, because not all future events or conditions
can be predicted, this statement is not a guarantee as to the
Company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters • Risk of incomplete or inaccurate revenue recognition, including the classification of special dividends as
revenue or capital items in the Statement of Comprehensive Income.
• Risk of incorrect valuation or ownership of the investment portfolio and the resulting impact on the
Statement of Comprehensive Income.
• Risk of incorrect calculation and allocation of the performance fee
Materiality • Overall materiality of £4.76m which represents 1% of net assets.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
the Company. This enables us to form an opinion on the financial
statements. We take into account size, risk profile, the organisation
of the Company and effectiveness of controls, the potential impact
of climate change and changes in the business environment when
assessing the level of work to be performed. All audit work was
performed directly by the audit engagement team which included
valuations specialists.
Climate change
Stakeholders are increasingly interested in how climate change will
impact the Company. The Company has determined that the most
significant risks from climate change on its operations are; the
Company could suffer as a result of increased investor demand
for products which promote ESG characteristics, additional costs
and risk could arise for portfolio companies as a result of climate
change and climate change policies, extreme weather conditions
could have a negative impact on portfolio companies, and the
Company could be exposed to potential reputational damage from
non-compliance with regulations or incorrect disclosures. This is
explained on pages 13 to 15 in the principal and emerging risks
section. Our procedures on these unaudited disclosures therefore
consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be
materially misstated, in line with our responsibilities on “Other
information”.
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Independent Auditor’s Report To The Members Of Ashoka India
Equity Investment Trust Plc
(continued)
48
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
49
Our audit effort in considering climate change was focused on the
adequacy of the Company’s disclosures in the financial statements
as set out in note 2 and concluded that there was no further
impact of climate change to be taken into account as the
investments are valued at fair value, being primarily quoted prices
for investments in active markets at the balance sheet date, and
therefore reflect market participant’s view of climate change risk.
Unlisted investments, valued by reference to appropriate valuation
techniques, similarly reflect market participants’ view of climate
change risk. We also challenged the Directors’ considerations of
climate change in their assessment of viability and associated
disclosures.
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. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit
of the financial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.
Risk Our response to the risk Key observations communicated
to the Audit Committee
The results of our procedures identified no
material misstatement in relation to the risk
of incomplete or inaccurate revenue
recognition, including the classification of
special dividends as revenue or capital
items in the Statement of Comprehensive
Income.
We have performed the following
procedures:
We obtained an understanding of the
Manager’s and the Administrator’s
processes and controls surrounding
revenue recognition by performing
walkthrough procedures.
For 100% of dividends received and
accrued, we recalculated the income by
multiplying the investment holdings at the
ex-dividend date, traced from the
accounting records, by the dividend per
share, which was agreed to an independent
data vendor. We agreed this sample of
income received to bank statements and,
where applicable, we also agreed the
exchange rates to an external source.
To test completeness of recorded income,
we verified that expected dividends for each
investee Company held during the year had
been recorded as income with reference to
investee Company announcements
obtained from an independent data vendor.
Risk of incomplete or inaccurate
revenue recognition, including the
classification of special dividends as
revenue or capital items in the
Statement of Comprehensive Income
(refer to the Report of the Audit Committee
set out on page 44 and the accounting
policy set out on page63).
The total revenue for the year to 30 June
2025 was £3.01 million (2024:
£2.20 million), consisting primarily of
overseas dividend income.
The investment income receivable by the
Company during the year directly affects
the Company’s revenue return. There is a
risk of incomplete or inaccurate recognition
of revenue through the failure to recognise
proper income entitlements or to apply an
appropriate accounting treatment.
The Directors may be required to exercise
judgment in determining whether income
receivable in the form of special dividends
should be classified as ‘revenue’ or ‘capital’
in the Statement of Comprehensive
Income.
17745 Ashoka Annual Report pg27-56.qxp_Layout 1 08/10/2025 09:30 Page 49
Risk Our response to the risk Key observations communicated
to the Audit Committee
The Company received four special
dividends (2024: seven special dividends)
amounting to £0.23 million (2024:
£0.09 million) and all were classified as
revenue.
For all dividends accrued at the year end,
we reviewed the investee company
announcements to assess whether the
dividend obligation arose prior to 30 June
2025. We agreed the dividend rate to
corresponding announcements made by
the investee company, recalculated the
dividend amount receivable and we will
confirm this is consistent with cash received
as shown on post year end bank
statements, where paid before our signing
date.
For all investments held during the year, we
reviewed the type of dividends paid with
reference to an external data vendor to
identify those which were special. For a
sample of one special dividend, we
assessed the appropriateness of
managements classification as revenue, by
reviewing the underlying rationale of the
distribution.
The results of our procedures identified no
material misstatement in relation to the risk
of incorrect valuation or ownership of the
investment portfolio and the resulting
impact on the Statement of Comprehensive
Income.
We have performed the following
procedures:
We obtained an understanding of the
Manager and the Administrator processes
and controls surrounding investment pricing
and ownership by performing walkthrough
procedures.
For all quoted investments in the portfolio,
we compared the market prices and
exchange rates applied to an independent
pricing vendor and recalculated the
investment valuations as at the year-end.
Risk of incorrect valuation or
ownership of the investment
portfolio and the resulting impact on
the Statement of Comprehensive
Income refer to the Report of the Audit
Committee set out on page 44 and the
accounting policy set out on page 63).
The valuation of the investment portfolio at
30 June 2025 was £482.87million (2024:
£451.03 million) consisting of quoted
investments with an aggregate value of
£450.59million (2024: £448.41million) and
unquoted investments with an aggregate
value of £32.28million (2024: £2.61million).
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Independent Auditor’s Report To The Members Of Ashoka India
Equity Investment Trust Plc
(continued)
50
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
51
Risk Our response to the risk Key observations communicated
to the Audit Committee
The valuation of the assets held in the
investment portfolio is the key driver of the
Company’s net asset value and total return.
Incorrect investment pricing, or a failure to
maintain proper legal title to the
investments held by the Company could
have a significant impact on the portfolio
valuation and the return generated for
shareholders.
The fair value of quoted investments is
determined by reference to bid value on the
relevant exchange. If bid value is
unavailable, then the last trade price on the
relevant exchange is used.
Unquoted investments are valued at fair
value by the Directors following a review of
the valuations proposed by the Investment
Manager. The unquoted investment policy
applies methodologies consistent with the
International Private Equity and Venture
Capital Valuation guidelines (“IPEV”).
The valuation of the unquoted investments,
and the resultant impact on the unrealised
gains/(losses), is an area requiring the most
significant judgement and estimation in the
preparation of the financial statements and
has been classified as an area of fraud risk
as highlighted below on page 55.
We assessed the liquidity of the investment
portfolio through analysing the monthly
average trading volume of the investments.
We also reviewed the stale pricing report to
identify prices that have not changed and
tested whether the quoted price is a valid
fair value.
We compared the Company’s investment
holdings as at 30 June 2025 to
independent confirmations received directly
from the Company’s Custodian or from the
investee company.
For a sample of two manager priced
investments, we engaged our valuation
specialist to review and challenge the
valuations. The remaining four unquoted
investments were reviewed by the audit
team. The reviews of the specialist and
audit team included:
• Reviewing the valuation paper prepared
as at 30 June 2025.
• Assessing and challenging the
appropriateness of the data inputs and
assumptions used to support the
valuation.
• Assessing and challenging other facts
and circumstances, such as market
movement, recent transactions and
comparative company information, that
have an impact on the fair market value
of the investment.
• Assessing whether the valuation has
been performed in line with the IPEV
guidelines.
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Risk Our response to the risk Key observations communicated
to the Audit Committee
The results of our procedures identified no
material misstatement in relation to the risk
of incorrect calculation and allocation of the
performance fee.
We performed the following
procedures:
We obtained an understanding of the
processes and controls surrounding the
performance fee calculation by performing
our walkthrough procedures to evaluate the
design and implementation of controls.
We performed a recalculation of the
performance fee based on the calculation
methodology set out in the IMA and
summarised above.
We agreed the key inputs for the calculation
to external source data and audited
workpapers. We agreed the performance
fee accrual that has been recognised for the
year which is in accordance with the
accounting policy and the IMA.
We have also reviewed the underlying
calculation for the allocation of performance
fee between revenue and capital and have
ensured the allocation is in line with AIC
SORP guidance.
Risk of incorrect calculation and
allocation of the performance fee
refer to the Report of the Audit Committee
set out on page 44 and the accounting
policy set out on page 64).
The total performance fee expensed in the
Statement of Comprehensive Income for
the year ended 30 June 2025 is £15.95
(2024: £0.16 million) split between
£0.95million (2024: (£0.14million)) under
revenue and £15.0 million (2024:
£0.30 million) under capital column. The
total performance fee payable as at the
year-end was the year end provision of
£15.95million (2024: £2.30million).
The performance fees payable by the
Company for investment management
services are a significant component of the
Company’s cost base and, therefore
impacts the Company’s total return.
If the performance fee is not calculated in
accordance with the methodology
prescribed in the investment management
agreement (‘IMA’) and incorrect data is
used this could have a significant impact on
both costs and total return.
• Determining a fair value range/price for
the valuation and assessing whether
management’s valuation is reasonable.
We recalculated the unrealised gains/losses
on unquoted investments as at the year-
end using the book-cost reconciliation and
reviewed the level 3 fair value hierarchy
disclosure.
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Independent Auditor’s Report To The Members Of Ashoka India
Equity Investment Trust Plc
(continued)
52
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
53
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined materiality for the Company to be £4.76 million
(2024: £4.35 million), which is 1% (2024: 1%) of net assets. We
believe that net assets provides us with materiality aligned to the
users interests as it represents a key measurement of the
Company’s performance.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment, our
judgement was that performance materiality was 75% (2024: 75%)
of our planning materiality, namely £3.57 million (2024:
£3.27 million). We have set performance materiality at this
percentage due to our experience from prior years and our
assessment of the impact of any prior year errors.
Given the importance of the distinction between revenue and
capital for investment trusts, we have applied a separate testing
threshold for the revenue column of the Statement of
Comprehensive Income of £0.24 million (2024: £0.22 million),
being our reporting threshold.
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the Audit Committee that we would report to them
all uncorrected audit differences in excess of £0.24million (2024:
£0.22million), which is set at 5% of planning materiality, as well as
differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in
this 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 the other
information, we are required to report that fact.
We have nothing to report in this regard.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Independent Auditor’s Report To The Members Of Ashoka India
Equity Investment Trust Plc
(continued)
54
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the
audit:
• the information given in the strategic report and the directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the strategic report and directors’ report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept, 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.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code specified
for our review by the UK Listing Rules.
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:
• Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on page 29;
• Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the
period is appropriate set out on pages 24 and 25;
• Director’s statement on whether it has a reasonable
expectation that the Company will be able to continue in
operation and meets its liabilities set out on page 29;
• Directors’ statement on fair, balanced and understandable set
out on page 46;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 13;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 37; and
• The section describing the work of the Audit Committee set
out on pages 43 to 45.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
55
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement
set out on page 46, 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.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion. The
extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with governance
of the Company and management.
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and
determined that the most significant are UK adopted
International Accounting Standards, the Companies Act 2006,
the UK Listing Rules, UK and AIC Corporate Governance
Codes, the Association of Investment Companies’ Code and
Statement of Recommended Practice, Section 1158 of the
Corporation Tax Act 2010 and The Companies (Miscellaneous
Reporting) Regulations 2018.
• We understood how the Company is complying with those
frameworks through discussions with the Audit Committee
and Company Secretary and review of Board minutes.
• We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the
financial statements. We identified fraud risks with respect to
the incomplete or inaccurate income recognition through the
incorrect classification of special dividends and incorrect
valuation of the unquoted investments and the resulting
impact on the unrealised gains/(losses). Further discussion of
our approach is set out in the section on key audit matters
above.
• Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved a review of the reporting
to the Directors with respect to the application of the
documented policies and procedures and review of the
financial statements to ensure compliance with the reporting
requirements of the Company.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Independent Auditor’s Report To The Members Of Ashoka India
Equity Investment Trust Plc
(continued)
56
Other matters we are required to address
• Following the recommendation from the Audit Committee, we
were appointed by the Company on 28 March 2019 to audit
the financial statements for the period ending 30 June 2019
and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is seven years,
covering the years ending 30 June 2019 to 30 June 2025.
• The 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.
Mike Gaylor (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
8 October 2025
17745 Ashoka Annual Report pg27-56.qxp_Layout 1 08/10/2025 09:30 Page 56
For the year ended For the year ended
30 June 2025 30 June 2024
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Gains on investments 4 – 27,199 27,199 – 114,999 114,999
Losses on currency movements – (2,204) (2,204) – (3,405) (3,405)
Net investment gains – 24,995 24,995 – 111,594 111,594
Income 5 3,011 – 3,011 2,196 – 2,196
Total income 3,011 24,995 28,006 2,196 111,594 113,790
Performance fees 7 (957) (14,997) (15,954) (139) 302 163
Operating expenses 8 (1,007) – (1,007) (1,533) – (1,533)
Operating profit before taxation 1,047 9,998 11,045 524 111,896 112,420
Taxation 9 (372) (11,726) (12,098) (216) (15,551) (15,767)
(Loss)/profit for the year 675 (1,728) (1,053) 308 96,345 96,653
Earnings per Ordinary Share 10 0.41p (1.05)p (0.64)p 0.25p 76.99p 77.24p
There is no other comprehensive income and therefore the ‘Profit/(loss) for the period’ is the total comprehensive income for the year
ended 30 June 2025.
The total column of the above statement is the profit and loss account of the Company. The supplementary revenue and capital columns,
including the earnings per Ordinary Shares, are prepared under guidance from the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Statement of Comprehensive Income
57
FINANCIAL STATEMENTS
The notes on pages 61 to 78 form an integral part of these financial statements.
17745 Ashoka Annual Report pg57-88.qxp_Layout 1 08/10/2025 09:30 Page 57
As at As at
30 June 30 June
2025 2024
Note £’000 £’000
Non-current assets
Investments held at fair value through profit or loss 4 482,867 451,026
Current assets
Cash and cash equivalents 27,374 5,677
Dividend receivable 201 307
Other receivables 110 156
27,685 6,140
Total assets 510,552 457,166
Current liabilities
Purchases for future settlement – (1,534)
Other payables 6 (349) (735)
Performance fee payable 7 – (2,301)
Non-current liabilities
Performance fee payable 7 (15,954) –
Capital gains tax provision 9 (18,094) (17,157)
Total liabilities (34,397) (21,727)
Net assets 476,155 435,439
Equity
Share capital 12 1,720 1,572
Share premium account 248,415 206,794
Special distributable reserve 13 44,276 44,276
Capital reserve 180,753 182,481
Revenue reserve 991 316
Total equity 476,155 435,439
Net asset value per Ordinary Share 14 278.9p 279.3p
Approved by the Board of Directors on 8 October 2025 and signed on its behalf by:
Andrew Watkins
Chairman
Ashoka India Equity Investment Trust plc incorporated in England and Wales with registered number 11356069.
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Statement of Financial Position
58
The notes on pages 61 to 78 form an integral part of these financial statements.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Statement of Changes in Equity
59
For the financial year ended 30 June 2025
Share Special
Share premium distributable Capital Revenue
Capital account reserve reserve reserve Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Opening balance as at 1,572 206,794 44,276 182,481 316 435,439
1July 2024
Profit /(loss) for the year – – – (1,728) 675 (1,053)
Issue of Ordinary Shares 12 148 42,070 – – – 42,218
Share issue costs – (449) – – – (449)
Closing balance as at
30June 2025 1,720 248,415 44,276 180,753 991 476,155
For the financial year ended 30 June 2024
Share Special
Share premium distributable Capital Revenue
Capital account reserve reserve reserve Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Opening balance as at 1,128 101,003 44,276 86,136 8 232,551
1July 2023
Profit for the year – – – 96,345 308 96,653
Issue of Ordinary Shares 12 431 107,077 – – – 107,508
Share issue costs – (1,286) – – – (1,286)
Management Shares 12 13 – – – – 13
Closing balance as at
30June 2024 1,572 206,794 44,276 182,481 316 435,439
The Company's distributable reserves consist of the special distributable reserve, revenue reserve and capital reserve attributable to
realised profit.
The notes on pages 61 to 78 form an integral part of these financial statements.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
60
For the year For the year
ended ended
30 June 2025 30 June 2024
Note £’000 £’000
Cash flows from operating activities
Operating profit before taxation 11,045 112,420
Taxation paid (11,161) (6,323)
Decrease/(increase) in receivables 152 (9)
Increase in payables 13,267 52
Adjustment for gains on investments 4 (27,161) (114,999)
Net cash flow used in operating activities (13,858) (8,859)
Cash flows from investing activities
Purchase of investments (264,317) (276,302)
Sale of investments 258,103 178,114
Net cash flow used in investing activities (6,214) (98,188)
Cash flows from financing activities
Proceeds from issue of Ordinary Shares 12 42,218 107,508
Proceeds from Management Shares issued – 13
Share issue costs (449) (1,286)
Net cash flow from financing activities 41,769 106,235
Increase/(decrease) in cash and cash equivalents 21,697 (812)
Cash and cash equivalents at start of year 5,677 6,489
Cash and cash equivalents at end of year 27,374 5,677
The notes on pages 61 to 78 form an integral part of these financial statements.
Statement of Cash Flows
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61
Notes to the Financial Statements
1. Reporting entity
Ashoka India Equity Investment Trust plc is a closed-ended investment company, registered in England and Wales on 11 May 2018.
The Company’s registered office is 4th Floor 46-48 James Street, London, England, W1U 1EZ. Business operations commenced on
6July 2018 when the Company’s Ordinary Shares were admitted to trading on the LSE. The financial statements of the Company are
presented for the year from 1 July 2024 to 30 June 2025.
The Company primarily invests in securities listed on any stock exchange in India and can invest in the securities of companies with
asignificant presence in India that are listed on stock exchanges outside India.
2. Basis of preparation
Statement of compliance
These financial statements have been prepared in accordance with applicable law and the UK-adopted international accounting
standards. The financial statements have been prepared on a historical cost basis, except for the measurement at fair value of
investments.
When presentational guidance set out in the Statement of Recommended Practice (“SORP”) for Investment Companies issued by the
Association of Investment Companies (“the AIC”) in July 2022 is consistent with the requirements of IFRS, the Directors have sought to
prepare the financial statements on a basis compliant with the recommendations of the SORP.
In preparing these Financial Statements the Directors have considered the impact of climate change risk as a Principal and emerging
risk as set out on pages 13 to 15. In line with the UK-adopted international accounting standards, investments are valued at fair value,
being primarily quoted prices for investments in active markets at the balance sheet date, and therefore reflect market participant’
s view
of climate change risk. Unlisted investments, valued by reference to appropriate valuation techniques (see note 3), similarly reflect market
participants’ view of climate change risk.
Going concern
The Directors have concluded that there is a reasonable expectation that the Company will have adequate liquidity and cash balances
to meet its liabilities, including those from the Company’s annual redemption facility, as they fall due and continue in operational existence
for the foreseeable future and continue as a going concern for the period to 31 December 2026. As such the Directors have adopted
the going concern basis in preparing the financial statements. For further details of the Directors’ consideration of going concern, see
page 29.
Use of estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ fr
om
these estimates. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results.
Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods affected.
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62
2. Basis of preparation (continued)
Use of estimates and judgements (continued)
The Indian capital gains tax provision represents an estimate of the amount of tax payable by the Company. Tax amounts payable may
differ from this provision depending on when the Company disposes of investments. The current provision for Indian capital gains tax is
calculated based on the long-term or short-term nature of the investments and the applicable tax rate at the year end. Currently
, the
short-term tax rate is 20% and the long-term tax rate is 12.5% (30 June 2024: 15% and 10% respectively). The estimated tax charge
is subject to regular review including a consideration of the likely period of ownership, tax rates and market valuation movements.
As disclosed in the statement of financial position, the Company made a capital gains tax provision as at 30 June 2025 of £18,094,000
(30 June 2024: £17,157,000) in respect of unrealised gains on investments held.
The key estimate in the financial statements is the determination of the fair value of the unlisted investments by the Investment Manager
for consideration by the Directors. This estimate is key as it significantly impacts the valuation of the unlisted investments at the year
end. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable).
The key inputs considered in the valuation are described in note 15.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimates.
The risk of an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs.
Basis of measurement
The financial statements have been prepared on the historical cost basis except for financial instruments at fair value through profit or
loss, which are measured at fair value.
The Company’s investments are denominated in Indian rupees. However, the Company’s shares are issued in sterling and the majority
of its investors are UK based. The Company’s expenses and dividends are also paid in sterling. Therefore, the financial statements ar
e
presented in sterling, which is the Company’s functional currency. All financial information has been rounded to the nearest thousand
pounds.
3. Accounting policies
(a) Investments
Listed investments
Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are included in
the capital column of the Statement of Comprehensive Income within “Gains on investments”.
Investments are derecognised on the trade date of their disposal, which is the point where the Company transfers substantially
all the risks and rewards of the ownership of the financial asset. Any dividend declared between the disposal trade and
settlement date is not attributable to the Company.
Transaction costs directly attributable to the acquisition of investments at fair value through profit or loss are recognised under
gains/(losses) on investments.
Notes to the Financial Statements (continued)
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63
Unlisted investments
The Investment Manager’s unlisted investment valuation policy applies techniques consistent with the IPEV Guidelines.
The techniques applied are predominantly market-based approaches or discounted cash flows where appropriate forecasts can
be done. The market-based approaches available under IPEV Guidelines are set out below and are followed by an explanation
of how they are applied to the Company’s unlisted portfolio:
— Multiples; and
— Industry Valuation Benchmarks.
The nature of the unlisted portfolio currently will influence the valuation technique applied. The valuation approach recognises
that, as stated in the IPEV Guidelines, the price of a recent investment, if resulting from an orderly transaction, generally
represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent
measurement dates. However, consideration is given to the facts and circumstances as at the subsequent measurement date,
including changes in the market or performance of the investee company. Milestone analysis is used where appropriate to
incorporate the operational progress of the investee company into the valuation. Additionally, the background to the transaction
must be considered. As a result, various Multiples-based techniques are employed to assess the valuations particularly in those
companies with established revenues. Discounted cash flows are used where appropriate. An absence of relevant industry
peers may preclude the application of the industry valuation benchmarks technique. All valuations are cross-checked for
reasonableness by employing relevant alternative techniques.
(b) Foreign currency
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the
transactions. At the date of each Statement of Financial Position, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on that date. Non-monetary assets and liabilities carried at fair value that ar
e
denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains
and losses arising on retranslation are included in the Statement of Comprehensive Income within the revenue or capital column
depending on the nature of the underlying item. Foreign exchange movements on investments are included in the Statement of
Comprehensive Income within “Losses on currency movements”.
(c) Income from investments
Dividend income from shares is accounted for on the basis of ex-dividend dates. Overseas income is grossed up at the
appropriate rate of tax.
Special dividends are assessed on their individual merits and may be credited to the Statement of Comprehensive Income as a
capital item if considered to be closely linked to reconstructions of the investee company or other capital transactions. All other
investment income is credited to the Statement of Comprehensive Income as a revenue item.
Interest on fixed income instruments is accounted on an accrual basis.
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3. Accounting policies (continued)
(d) Capital reserves
Profits or losses arising on the sale of investments and changes in fair value arising upon the revaluation of investments are
credited or charged to the capital column of the Statement of Comprehensive Income and allocated to the Capital reserve.
The Company’s redemption facility is subject to approval by the Board and as such the redemption facility does not represent
acontractual obligation on the Company and the shares are accordingly classified as equity.
(e) Expenses
All expenses are accounted for on an accrual basis. Expenses are recognised through the Statement of Comprehensive Income
as revenue items. Performance fees payable are allocated in accordance with the AIC guidance where that part of the
Performance fee directly attributable to the revenue performance of the Company is allocated to revenue and shown in the
revenue column of the Statement of Comprehensive Income, and the part that is directly attributable to the capital performance
of the Company’s investments is allocated to capital and shown in the capital column of the Statement of Comprehensive
Income. For further details on the performance fee, see note 7.
No other management fees are payable by the Company.
(f) Cash and cash equivalents
Cash comprises cash at hand and demand deposits. For purposes of the statement of cash flows, cash equivalents, including
bank overdrafts, are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to
insignificant risks of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for
investment or other purposes.
(g) Taxation
Irrecoverable taxation on dividends is recognised on an accrual’s basis in the Statement of Comprehensive Income. Indian tax
rates for dividends with ex-dividend dates post 1 April 2020 are subject to 20% withholding tax. See note 9 for further details.
The tax charges on Indian capital gains taxes are shown in the Statement of Comprehensive Income, recognised on an accrual
basis. The Company is not subject to UK capital gains tax.
Deferred taxation
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted
for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Investment trusts which have approval as such under Section 1158 of
the Corporation Tax Act 2010 are not liable for taxation on capital gains.
Notes to the Financial Statements (continued)
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(h) Adoption of new IFRS standards
A number of new standards, amendments to standards and interpretations are effective for the annual periods beginning on or
after 1 January 2024. None of these have a material impact on the measurement of the amounts recognised in the financial
statements of the Company.
(i) New standards and amendments issued but not yet effective
The relevant new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance
of the Company’s financial statements are disclosed below. These standards are not expected to have a material impact on the
entity in future reporting periods and on foreseeable future transactions.
Amendments to IAS 21: Lack of Exchangeability
In January 2024, the IASB issued amendments to IAS 21 to provide guidance on determining the exchange rate when there is
a lack of exchangeability. These amendments are effective for annual reporting periods beginning on or after 1 January 2025.
Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to provide guidance on the classification and measurement of
contracts referencing nature-dependent electricity. These amendments are effective for annual reporting periods beginning on
or after 1 January 2026.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB published IFRS 18, including new requirements for presentation and disclosure in the financial
statements with a focus on the income statement. IFRS 18 will not impact the recognition or measurement of items in the
financial statements, but it might change what an entity reports as its operating profit or loss. IFRS 18 will be effective for annual
reporting periods on or after 1 January 2027, with earlier application permitted.
IFRS 19: Subsidiaries without Public Accountability – Disclosures
IFRS 19: Subsidiaries without Public Accountability – Disclosures In April 2024, the IASB issued IFRS 19, which provides
disclosure requirements for subsidiaries without public accountability. IFRS 19 is effective for annual reporting periods beginning
on or after 1 January 2027, with earlier application permitted.
Amendments to IFRS 9 and IFRS 7- Amendments to the Classification and Measurement of Financial
Instruments
In May 2024, the IASB published Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of
Financial instruments. The Amendments will be effective for annual reporting periods beginning on or after 1 January 2026, with
earlier application permitted.
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4. Investments held at fair value through profit or loss
(a) Investments held at fair value through profit or loss
As at As at
30 June 2025 30 June 2024
£’000 £’000
Quoted investments in India 450,591 448,412
Unquoted investments in India 32,276 2,614
Closing valuation 482,867 451,026
(b) Movements in valuation
As at As at
30 June 2025 30 June 2024
£’000 £’000
Opening valuation 451,026 236,764
Opening unrealised gains on investments (121,134) (56,724)
Opening book cost
329,892 180,040
Additions, at cost
262,282 276,533
Disposals, at cost (201,150) (126,681)
Closing book cost
391,024 329,892
Revaluation of investments 91,843 121,134
Closing valuation 482,867 451,026
Transaction costs on investment purchases for the year ended 30 June 2025 amounted to £501,000 (30 June 2024: £520,000) and on
investment sales for the financial year to 30 June 2025 amounted to £384,000 (30 June 2024: £347,000). As at year end £32.7 million
(30 June 2024: £27.2 million) of investments were subject to lock in periods.
(c) Gains/(losses) on investments
For the For the
Year ended Year ended
30 June 2025 30 June 2024
£’000 £’000
Realised gains on disposal of investments 57,337 51,433
Transaction costs
(885) (867)
Movement in unrealised gains on investments held
(29,291) 64,410
Movement in unrealised gains on futures held 38 23
Total gains on investments 27,199 114,999
Under IFRS 13 ‘Fair Value Measurement’, an entity is required to classify investments using a fair value hierarchy that reflects the
significance of the inputs used in making the measurement decision.
Notes to the Financial Statements (continued)
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The following shows the analysis of financial assets recognised at fair value based on:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indir
ectly.
Level 3
Unobservable inputs for the asset or liability.
The classification of the Company’s investments held at fair value is detailed in the table below:
As at 30 June 2025 As at 30 June 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Investments at fair value through
profit and loss
– Quoted investments in India
450,591 – – 450,591 448,412 – – 448,412
– Unquoted investments in India – – 32,276 32,276 – – 2,614 2,614
450,591 – 32,276 482,867 448,412 – 2,614 451,026
The movement on the Level 3 unquoted investments during the period is shown below:
As at As at
30 June 2025 30 June 2024
£’000 £’000
Opening balance 2,614 3,461
Additions during the year
29,087 –
Disposals during the year
– (1,569)
Conversion from level 3 to level 1 investments
– –
Total gains for the year recognised in profit or loss
575 722
Foreign exchange movements – –
Closing balance 32,276 2,614
As at year end, the Company had six unquoted investments; Veeda Clinical Research Ltd 680,790 shares, Simpolo Vitrified Private Ltd
156,000 shares, Ellenbarrie Industrial Gases Ltd 1,426,266 shares, Manjushree Technopack Ltd 9,285,297 shares, Sudeep Pharma
Ltd 622,543 shares and Sambhv Steel Tubes Ltd 2,056,600 shares .
Unquoted investments are valued by the Investment Manager in accordance with the International Private Equity and Venture Capital
Valuation Guidelines 2022 (“IPEV”) guidelines which are consistent with IFRS. The Investment Manager applies techniques consistent
with the IPEV. The key inputs considered in the valuation are described on page 75.
Financial assets and liabilities are held at fair value in the financial statements with the exception of short-term assets and liabilities wher
e
their carrying value approximates to fair value.
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5. Income
For the For the
year ended year ended
30 June 2025 30 June 2024
£’000 £’000
Income from investments:
Overseas dividends
2,299 1,951
Overseas income – REIT 662 239
Other income:
Bank interest Income 50 6
Total income 3,011 2,196
6. Other payables
As at As at
30 June 2025 30 June 2024
£’000 £’000
Accrued expenses 349 735
Total other payables 349 735
7. Performance fee
For the year ended 30 June 2025 For the year ended 30 June 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Performance fees expenses 957 14,997 15,954 139 (302) (163)
The Investment Manager does not receive a fixed management fee in respect of its portfolio management services to the Company.
The Investment Manager will become entitled to a performance fee subject to the Company delivering excess returns versus the MSCI
India IMI Index (in sterling terms) in the medium term. The performance fee is measured over periods of three years (Performance Period)
with this Performance Period ending on 30 June 2027. The performance fee in any Performance Period shall be capped at 12% of the
time weighted average adjusted net assets during the relevant Performance Period. The Investment Management Agreement was
updated during the year to clarify that under its terms, the Investment Manager has the optionality to receive the performance fee in
cash. However, the Investment Manager has given written confirmation of their intention not to exercise this election and to receive any
performance fee in Ordinary Shares.
The performance fee is calculated at a rate of 30% of the excess returns between adjusted NAV per share on the last day of the
performance period and the MSCI India IMI Index (in sterling terms) over the performance period, adjusted for the weighted average
number of Ordinary Shares in issue during the performance period. The Performance Fee in respect of each Performance Period will be
paid at the end of the three year period.
The performance fee is allocated in accordance with the AIC guidance where that part of the Performance fee directly attributable to
the revenue performance of the Company (6%) is allocated to revenue and shown in the revenue column of the Statement of
Comprehensive Income, and the part that is directly attributable to the capital performance of the Company’s investments (94%) is
allocated to capital and shown in the capital column of the Statement of Comprehensive Income.
As at 30 June 2025, there was a £15,954,000 provision for the performance fee liability to the Investment Manager for the one year
performance period (30 June 2024: £2,301,000 for the previous full three year period).
Notes to the Financial Statements (continued)
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8. Operating expenses
For the For the
year ended year ended
30 June 2025 30 June 2024
£’000 £’000
Administration & secretarial fees 298 232
Auditor’s remuneration – Statutory audit fee* 75 60
Broker fees 41 40
Custody services 95 48
Directors’ fees 152 128
Tax compliance and advice 61 119
Marketing and public relations 58 497
Registrar fees 26 37
Legal Fees 59 133
Regulatory fees 35 18
Other expenses** 107 221
Total 1,007 1,533
* Auditor’s remuneration excludes VAT.
** Other expenses include Employers National Insurance Contribution, LSE, KID fees, Distribution fees, other license fees, bank charges
and other miscellaneous fees.
9. Taxation
(a) Analysis of charge in the year:
For the year ended 30 June 2025 For the year ended 30 June 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Capital gains tax provision – 937 937 – 9,444 9,444
Capital gains expense – 10,789 10,789 – 6,107 6,107
Indian withholding tax 372 – 372 216 – 216
Total tax charge for the year 372 11,726 12,098 216 15,551 15,767
The Company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. A tax provision on Indian
capital gains is calculated based on the long term (securities held more than one year) or short term (securities held less than one year)
nature of the investments and the applicable tax rate at the period end. The short-term tax rates are 20% and the long term tax rates
are 12.5% (30 June 2024: 15% and 10% respectively).
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9. Taxation (continued)
(b) Factors affecting the tax charge for the year:
The standard UK corporation tax rate as at the period is 25% (30 June 2024: 25%). The tax charge differs from the charge resulting
from applying the standard rate of UK corporation tax for an investment trust company. The differences are explained below:
For the For the
Year ended Year ended
30 June 2025 30 June 2024
£’000 £’000
Operating profit before taxation 11,045 112,420
UK Corporation tax at 25% (2024: 25%)
2,761 28,105
Effects of:
Indian capital gains tax charge
11,726 15,551
Gains on investments not taxable
(6,249) (27,899)
Overseas dividends not taxable
(740) (548)
Other income not taxable
(12) (2)
Unutilised management expenses
4,240 344
Indian withholding tax 372 216
Total tax charge for the year 12,098 15,767
The Company is not liable to UK Corporation tax on capital gains due to its status as an investment trust. The Company has an
unrecognised deferred UK Corporation tax asset of £8,034,000 (30 June 2024: £3,806,000) based on the UK corporation tax rate of
25% (2024: 25%). This asset has accumulated because deductible expenses exceeded taxable income for the year ended 30 June
2025. No asset has been recognised in the accounts because, given the composition of the Company’s portfolio, it is unlikely that this
asset will be utilised in the foreseeable future.
(c) Movements on the capital gains tax provision for the year
The capital gains tax provision represents an estimate of the amount of tax provisionally payable by the Company on direct investment
in Indian equities. It is calculated based on the long term or short term nature of the investments and the unrealised gain ther
eon at the
applicable tax rate at the year end. As of 30 June 2025, the Company made a capital gains tax provision of £18,094,000 (30 June
2024: £17,157,000) in respect of unrealised gains on investments held.
10. Earnings per Ordinary Share
For the year ended 30 June 2025 For the year ended 30 June 2024
Revenue Capital Total Revenue Capital Total
(Loss)/Profit for the year (£’000) 675 (1,728) (1,053) 308 96,345 96,653
Earnings per Ordinary Share 0.41p (1.05)p (0.64)p 0.25p 76.99p 77.24p
Earnings per Ordinary Share is based on the loss for the year of £1,053,000 (30 June 2024: profit £96,653,000) attributable to the
weighted average number of Ordinary Shares in issue during the year ended 30 June 2025 of 164,187,886 (30 June 2024: 125,146,964).
Notes to the Financial Statements (continued)
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11. Dividend
(a) Dividends paid during the year
The Company’s objective is to provide shareholder returns through capital growth with income being a secondary consideration. Itshould
not be expected that the Company will pay a significant annual dividend, but the Board intends to declare such annual dividends as ar
e
necessary to maintain the Company’s UK investment trust status. The Board has declared a dividend of 0.5p per Ordinary Share in
respect of the year ended 30 June 2025 in accordance with the Company’s Dividend policy on page 11. No dividends were paid during
the year to 30 June 2025 (2024: nil).
(b) Dividends payable in respect of the financial year, which is the basis on which the requirements of s1158-1159 of the Corporation
Tax Act 2010 are considered
For the year ended For the year ended
30 June 2025 30 June 2024
Rate £’000 Rate £’000
Proposed dividend for the year 0.5p 857 – –
12. Share capital
As at 30 June 2025 As at 30 June 2024
No. of shares £’000 No. of shares £’000
Allotted, issued and fully paid:
Redeemable Ordinary Shares of 1p each
170,741,893 1,707 155,892,397 1,559
(‘Ordinary Shares’)
Non-Redeemable Shares of £1.00 each
50,000 13 50,000 13
(‘Management Shares’)
Total 170,791,893 1,720 155,942,397 1,572
Ordinary Shares
On incorporation, the issued share capital of the Company was 1 Ordinary Share of £0.01.
D
uring the year ended 30 June 2025, 14,849,496 Ordinary Shares (30 June 2024: 43,084,585) were issued, with aggregate gross
proceeds of £42,218,000 (30 June 2024: £107,508,000).
Since the year end, a further 750,000 Ordinary Shares have been issued, with aggregate gross proceeds of £2,143,950. As at the
date of this report, the total number of Ordinary Shares in issue is 171,491,893 (30 June 2024: 155,892,397).
The Ordinary Shares have attached to them full voting, dividend and capital distribution rights. They confer rights of redemption. The
Company’s special distributable reserve may also be used for share repurchases, both into treasury or for cancellation.
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12. Share capital (continued)
Management shares
In addition to the above, on incorporation the Company issued 50,000 Management Shares of nominal value of £1.00 each.
The holder of the Management Shares undertook to pay or procure payment of one quarter of the nominal value of each Management
share on or before the fifth anniversary of the date of issue of the Management Shares. During the year, the Management Shares wer
e
transferred to WhiteOak Capital Management (UK) Limited having previously been held by an associate of the Investment Manager.
The Management Shares do not carry a right to attend or vote at general meetings of the Company unless no other shares are in issue
at that time. The Management Shares have been treated as equity in accordance with IFRS.
13. Special distributable reserve
As indicated in the Company’s prospectus dated 19 June 2018, following admission of the Company’s Ordinary Shares to trading on
the LSE, the Directors applied to the Court and obtained a judgement on 4 December 2018 to cancel the amount standing to the credit
of the share premium account of the Company. The amount of the share premium account cancelled and credited to a special
distributable reserve was £44,275,898. This reserve may also be used to fund dividend/distribution payments.
14. Net assets per ordinary share
Net assets per ordinary share as at 30 June 2025 of 278.9p (30 June 2024: 279.3p) is calculated based on £476,155,000 (30 June
2024: £435,439,000) of net assets of the Company attributable to the 170,741,893 (30 June 2024: 155,892,397) Ordinary Shares in
issue as at 30 June 2025.
15. Financial instruments and capital disclosures
(i) Market risks
The Company is subject to a number of market risks in relation to economic conditions in India. Further details on these risks and the
management of these risks are included in the Strategic report.
The Company’s financial assets and liabilities comprised:
As at 30 June 2025 As at 30 June 2024
Interest Non-interest Interest Non-interest
bearing bearing Total bearing bearing Total
£’000 £’000 £’000 £’000 £’000 £’000
Investments – 482,867 482,867 – 451,026 451,026
Total investment – 482,867 482,867 – 451,026 451,026
Cash and cash equivalent
762 26,612 27,374 1,032 4,645 5,677
Short-term debtors
– 311 311 – 463 463
Short-term creditors
– (349) (349) – (4,570) (4,570)
Long-term creditors – (34,048) (34,048) – (17,157) (17,157)
Other net assets 762 (7,474) (6,712) 1,032 (16,619) (15,587)
Total financial assets and liabilities 762 476,155 476,155 1,032 434,407 435,439
Notes to the Financial Statements (continued)
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Market price risk sensitivity
The effect on the portfolio of a 10% increase or decrease in market prices would have resulted in an increase or decrease of £48,286,700
(30 June 2024: £45,102,600) in the investments held at fair value through profit or loss at the period end date, which is equivalent to
10.1% (30 June 2024: 10.4%) of the net assets attributable to equity holders. This analysis assumes that all other variables remain
constant.
The Company’s portfolio of unlisted level 3 investments is not necessarily affected by market performance, however the valuations may
be affected by the performance of the underlying securities in line with the valuation criteria in note 15.
The unlisted securities sensitivity analysis recognises that the valuation methodologies employed involve different levels of subjectivity in
their inputs. The valuations as at 30 June 2025 were primarily driven by the weighted average of Discounted Cash Flow (DCF), Market
movement and Index and Peer Group valuations.
A. Manjushree Technopack
B. Simpolo Vitrified Private
Valuation
Technique
Fair
Value
of investments
£000
Key variable
Input
Variable
Input
sensitivity
(%)
Price
impact
£000
Negative
impact
£000
Average of
1) Discounted Cash
Flow
2) Market Movement
based on Index and
2) Market movement
of peers
13,438 For purposes of the sensitivity
table it has been determined that
discounted cash flow is the
appropriate method to illustrate a
sensitivity for. A sensitivity of +/–
10% has been applied to the
discount rate and the price impact
has been disclosed.
Discount rate used in
Discounted cash flow
+4,664 –1,555
Valuation
Technique
Fair
Value
of investments
£000
Key variable
Input
Variable
Input
sensitivity
(%)
Price
impact
£000
Negative
impact
£000
Average of
1) Discounted Cash
Flow
2) Market Movement
based on Index and
2) Market movement
of peers
6,337 For purposes of the sensitivity
table it has been determined that
discounted cash flow is the
appropriate method to illustrate a
sensitivity for. A sensitivity of +/–
10% has been applied to the
discount rate and the price impact
has been disclosed.
Discount rate used in
Discounted cash flow
+2,555 –810
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15. Financial instruments and capital disclosures (continued)
(i) Market risks (continued)
C. Ellenbarrie Industrial Gases
D. Sudeep Pharma
E. Veeda Clinical Research
Valuation
Technique
Fair
Value
of investments
£000
Key variable
Input
Variable
Input
sensitivity
(%)
Price
impact
£000
Negative
impact
£000
Average of
1) Discounted Cash
Flow
2) Market Movement
based on Index and
2) Market movement
of peers
5,245 For purposes of the sensitivity
table it has been determined that
discounted cash flow is the
appropriate method to illustrate a
sensitivity for. A sensitivity of +/–
10% has been applied to the
discount rate and the price impact
has been disclosed.
Discount rate used in
Discounted cash flow
+448 –419
Valuation
Technique
Fair
Value
of investments
£000
Key variable
Input
Variable
Input
sensitivity
(%)
Price
impact
£000
Negative
impact
£000
Cost price of last
transaction
2,980 Price of latest transaction
deemedfair value
n/a n/a n/a
Valuation
Technique
Fair
Value
of investments
£000
Key variable
Input
Variable
Input
sensitivity
(%)
Price
impact
£000
Negative
impact
£000
Average of
1) Discounted Cash
Flow
2) Market Movement
based on Index and
2) Market movement
of peers
2,811 For purposes of the sensitivity
table it has been determined that
discounted cash flow is the
appropriate method to illustrate a
sensitivity for. A sensitivity of +/–
10% has been applied to the
discount rate and the price impact
has been disclosed.
Discount rate used in
Discounted cash flow
+448 –191
Notes to the Financial Statements (continued)
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F. Sambhv Steel Tubes
Key variable inputs
The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each
unlisted company valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range
in value for each input, where relevant.
Expected future cash flows and equity discount rate/WACC
The expected future cash flows are calculated using the aggregate future operating revenue based on growth in existing and new
products resulting from the investment’s ongoing capex and expansion plans. Equity discount rate/WACC is calculated at 15.8%
(2024:16.7%).
Selection of Index used
The selection of index is assessed based on the market comparable index to the Company. MSCI India IMI (in sterling terms) and S&P
BSE 500 were the indices used as the basis for the market movement-based valuation.
Selection of comparable companies
The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the
comparable companies is continually evaluated at each valuation. The key criteria used in selecting appropriate comparable companies
are the industry sector in which they operate and the geography of the company’s operations.
Application of valuation basis
Each investment is assessed and the valuation basis applied will vary depending on the circumstances of each investment. For those
investments where a trading multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as
appropriate for the investment. Discounted cash flows will be considered where appropriate forecasts are available. The valuation will
also consider any recent transactions, where appropriate.
Estimated sustainable earnings and cash flows
The selection of sustainable revenue or earnings and cash flows will depend on whether the company is sustainably profitable or not,
and where it is not then sustainable revenues will be used in the valuation. The valuation approach will typically assess companies based
on the last 12 months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a
company has reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings
going forward, then forward estimated revenue or earnings may be used instead.
Application of liquidity discount
A liquidity discount may be applied either through the calibration of a valuation against the most recent transaction, or by application of
a specific discount.
Valuation
Technique
Fair
Value
of investments
£000
Key variable
Input
Variable
Input
sensitivity
(%)
Price
impact
£000
Negative
impact
£000
Initial Public Offering
price
1,436 Confirmed price of IPO on
2 July 2025
n/a n/a n/a
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76
15. Financial instruments and capital disclosures (continued)
(ii) Liquidity risks
There is a risk that the Company’s holdings may not be able to be realised at reasonable prices in a reasonable timeframe. Portfolio by
maturity at the year end are shown below:
30 June 2025 30 June 2024
% %
Within one to seven days 85.0 87.3
Between seven days to one month
8.3 8.3
Between one and three months
0.4 1.3
Greater than three months 6.3 3.1
Total 100.0 100.0
Management of liquidity risks
The Company has a diversified portfolio. The liquidity of the portfolio is reviewed regularly by the Investment Manager and the Board.
(iii) Currency risks
Although the Company’s performance is measured in sterling, a high proportion of the Company’s assets are denominated in Indian
rupees. Change in the exchange rate between sterling and Indian rupees may lead to a depreciation of the value of the Company’s
assets as expressed in sterling and may reduce the returns to the Company from its investments.
Currency sensitivity
The below table shows the foreign currency profile of the Company.
Foreign currency risk profile
As at 30 June 2025 As at 30 June 2024
Net Total Net Total
Investment monetary currency Investment monetary currency
exposure exposure exposure exposure exposure exposure
Investments £’000 £’000 £’000 £’000 £’000 £’000
Indian Rupees 467,025 (4,638) 462,387 434,256 2,413 436,669
US Dollar 15,843 803 16,646 16,770 1,154 17,924
Total investment 482,868 (3,835) 479,033 451,026 3,567 454,593
Notes to the Financial Statements (continued)
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
77
Based on the financial assets and liabilities at 30 June 2025 and all other variables remaining constant, if sterling had
weakened/strengthened against the Indian rupee by 10%, the impact on the Company’s net assets at 30 June 2025 would have been
an increase/(decrease) in fair value as follows:
30 June 2025 30 June 2024
Increase in Decrease in Increase in Decrease in
Fair Value Fair Value Fair Value Fair Value
£’000 £’000 £’000 £’000
Indian Rupees 46,239 (46,239) 43,426 (43,426)
Swedish Krona
– – – –
US Dollar 1,665 (1,665) 1,677 (1,677)
Management of currency risks
The Company’s Investment Manager monitors the currency risk of the Company’s portfolio on a regular basis. Foreign currency exposure
is regularly reported to the Board by the Investment Manager.
The Board does not intend to hedge currency risk using any sort of foreign currency transactions, forward transactions or derivative
instruments.
(iv) Credit risks
Credit risk is the risk that the issuer of a financial instrument will fail to fulfil an obligation or commitment that it has entered into with the Company.
Cash and other assets are held by the custodian.
The Company has appointed Kotak Mahindra Bank Limited (Kotak) as its depositary. The credit rating of Kotak was reviewed at the
time of appointment and will be reviewed on a regular basis by the Investment Manager and the Board.
The Investment Manager monitors the Company’s exposure to its counterparties on a regular basis and trades in equities are performed
on a delivery versus payment basis. Impairment assessment based on an expected credit loss model is not considered material to the
Company.
At 30 June 2025, the Depository held £467,086,000 (30 June 2024: £451,026,000) in respect of quoted and unquoted investments,
with £15,781,000 held with SBM Bank (Mauritius). £13,191,000 in respect of cash was held by the Depository (30 June 2024:
£5,677,000) with £13,421,000 held with RBS Bank and £709,000 held with HSBC Bank.
(v) Capital management policies and procedures
The Company considers its capital to consist of its share capital of Ordinary Shares of 1p each, Management Shares of £1 each, and
reserves totalling £476,155,000 (30 June 2024: £435,439,000).
The Company is not subject to any externally imposed capital requirements.
The Investment Manager and the Company’s Broker monitor the demand for the Company’s shares and the Directors review the position
at Board meetings.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Notes to the Financial Statements (continued)
78
16. Related party transactions
The amount accrued in respect of the Performance fees due to the Investment Manager for the current Performance period is disclosed
in Note 7.
The Investment Adviser provides Investment Advisory services to the Investment Manager and no fees are paid to them from the
Company.
From 1 July 2024 Directors fees are payable at an annual rate of £48,000 to the Chairman, £40,000 to the Chair of the Audit Committee,
and £32,000 to the other Directors.
The Directors had the following shareholdings in the Company, all of which are beneficially owned.
As at As at
30 June 2025 30 June 2024
Andrew Watkins 94,425 94,425
Jamie Skinner
100,933 100,933
Rita Dhut
81,733 81,733
Dr Jerome Booth 85,522 85,522
17. Post balance sheet events
There have been no significant events since the year end which would require revision of the figures or disclosure in the Financial
Statements.
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Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
Alternative Performance Measures
79
Ordinary share price to NAV premium
The amount, expressed as a percentage, by which the share price is more/less than the Net Asset Value per share.
As at As at
Page 30 June 30 June
2025 2024
NAV per Ordinary Share (pence) a 2 278.9 279.3
Share price (pence) b 2 281.5 284.0
Premium (b÷a)-1 0.9% 1.7%
There is no calculation of discount shown as the shares were trading at a premium of 0.9% at the year end.
Ongoing charges
A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company.
For the For the
year ended year ended
Page 30 June 30 June
2025 2024
Average NAV a n/a 456,491,643 306,836,778
Annualised expenses* b n/a 945,000 1,533,000
Ongoing charges (b÷a)-1 0.2% 0.5%
* Annualised expenses exclude performance fees expense.
Share price/NAV total return
A measure of performance that includes both income and capital returns.
For the year ended 30 June 2025 Page Share price NAV
Opening at 1 July 2024 (p) a n/a 284.0 279.3
Closing at 30 June 2025 (p) b 2 281.5 278.9
Total return (b÷a)-1 –0.9% –0.2%
For the year ended 30 June 2024 Page Share price NAV
Opening at 1 July 2023 (p) a n/a 209.0 206.2
Closing at 30 June 2024 (p) b 2 284.0 279.3
Total return (b÷a)-1 35.9% 35.5%
n/a = not applicable.
OTHER INFORMATION
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AIC Association of Investment Companies.
Alternative Investment Fund or “AIF” An investment vehicle under AIFMD. Under AIFMD (see below) the Company
is classified as an AIF.
Alternative Investment Fund Managers A European Union directive which came into force on 22 July 2013
Directive or “AIFMD” and has been implemented in the UK.
Annual General Meeting or “AGM” A meeting held once a year which Shareholders can attend and where they
can vote on resolutions to be put forward at the meeting and ask directors
questions about the company in which they are invested.
Alternative Performance Measures “APMs” Financial measures of historical or future financial performance, financial
position, or cash flows, other than a financial measure defined or specified in
the applicable financial reporting framework.
Custodian An entity that is appointed to safeguard a company’s assets.
Discount The amount, expressed as a percentage, by which the share price is less than
the net asset value per share.
DTR Disclosure Guidance and Transparency Rule.
Dividend Income receivable from an investment in shares.
Ex-dividend date The date from which you are not entitled to receive a dividend which has been
declared and is due to be paid to Shareholders.
Financial Conduct Authority or “FCA” The independent body that regulates the financial services industry in the UK.
Gearing A way to magnify income and capital returns, but which can also magnify
losses. A bank loan is a common method of gearing.
IFRS International Financial Reporting Standards.
Index A basket of stocks which is considered to replicate a particular stock market
or sector.
Investment Company A company formed to invest in a diversified portfolio of assets.
Investment Trust An investment company which is based in the UK and which meets
certain tax conditions which enables it to be exempt from UKcorporation tax
on its capital gains. The Company is an investment trust.
Liquidity The extent to which investments can be sold at short notice.
London Stock Exchange or “LSE” The primary stock exchange in the United Kingdom and the largest in Europe.
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
80
OTHER INFORMATION
Glossary
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Management Shares Non-redeemable Management Shares of £1.00 each in the capital of the
Company held.
MSCI India IMI The MSCI India Investable Market Index measures the performance of the
large, mid and small cap segments of the Indian market. It is used by the
Company as a comparative performance measure.
Net assets or net asset value (“NAV”) An investment company’s assets less its liabilities.
NAV per Ordinary Share Net assets divided by the number of Ordinary Shares in issue.
Ongoing charges A measure of the regular, recurring annual costs of running an investment
company, expressed as a percentage of average net assets.
Ordinary Shares Redeemable ordinary shares of £0.01 each in the capital of the Company.
Principles for Responsible Investment Principles for Responsible Investment is a United Nations
Initiative “PRI” supported international network of investors working together to implement its
six aspirational principles, often referenced as “the Principles”.
Portfolio A collection of different investments held in order to deliver returns to
Shareholders and to spread risk.
Premium The amount, expressed as a percentage, by which the share price is more
than the net asset value per share.
Redemption Point The date and time at which all redemption requests and relevant
documentation for annual redemption of Ordinary Shares must be received by
the Company’s Registrar from Shareholders.
Redemption Price The price at which shares in the Company are redeemed from Shareholders.
Relative Performance Measurement of returns relative to an index.
Share buyback A purchase of a company’s own shares. Shares can either be bought back for
cancellation or held in treasury.
Share price The price of a share as determined by a relevant stock market.
Total return A measure of performance that takes into account both income and capital
returns. This may take into account capital gains, dividends, interests and
other realised variables over a given period of time.
Treasury shares A company’s own shares held in treasury, which are available to be sold by
acompany to raise funds.
Volatility A measure of how much a share moves up and down in price over a period of
time.
Ashoka India Equity Investment Trust plc Annual Report and Accounts for the year ended 30 June 2025
81
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82
Directors, Investment Manager and Advisers
Directors
Andrew Watkins (Chairman)
Jamie Skinner
Dr Jerome Booth
Rita Dhut
Investment Manager and AIFM
Acorn Asset Management Ltd
6th Floor, Two Tribeca Tribeca Central,
Trianon 72261
Mauritius
Broker
Peel Hunt LLP
100 Liverpool Street,
London
EC2M 2AT
Custodian
Kotak Mahindra Bank Limited
3rd Floor, 27 BKC
C-27 G-Block
Bandra Kurla Complex
Bandra East
Mumbai 400051
India
Auditors
Ernst & Young LLP
25 Churchill Place,
London
E14 5EY
Registered Office
46-48 James Street,
London,
W1U 1EZ
Registered in England under No. 11356069
Investment Adviser
Ashoka WhiteOak Capital Partners Pte. Ltd.
8 Temasek Boulevard #22-04,
Suntec City Tower 3,
Singapore 038988
Company Secretary & Administrator
NSM Funds (UK) Limited
46-48 James Street,
London,
W1U 1EZ
Registrar
Computershare Investor Services Plc
The Pavilions,
Bridgwater Road,
Bristol
BS13 8AE
Legal Adviser
Stephenson Harwood LLP
1 Finsbury Circus,
London
EC2M 7SH
Research & Marketing
Kepler Partners LLP
70 Conduit Street,
London
W1S 2GF
PR Consultants
Lansons
24A St John Street,
Barbican,
London
EC1M 4AY
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Notice of Annual General Meeting
Notice of Meeting
Notice is hereby given that the Annual General Meeting of Ashoka India Equity Investment Trust plc will be held at the offices of
Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 10 December 2025 at 11am for the following purposes:
To consider and if thought fit pass the following resolutions of which resolutions 1 to 12 will be proposed as ordinary resolutions and
resolutions 13 to 15 will be proposed as special resolutions.
Ordinary Resolutions
1. To receive and adopt the Company’s Annual Report and Accounts for the year ended 30 June 2025, with the reports of the Directors
and Auditor thereon.
2. To approve the Directors’ Remuneration Report included in the Annual Report for the year ended 30 June 2025.
3. To approve the Company’s Remuneration Policy.
4. To re-elect Andrew Watkins as a Director of the Company.
5. To re-elect Dr Jerome Booth as a Director of the Company.
6. To re-elect Rita Dhut as a Director of the Company.
7. To re-elect Jamie Skinner as a Director of the Company.
8. To re-appoint Ernst & Young LLP as Auditor to the Company, to hold office from the conclusion of this meeting until the conclusion
of the next Annual General Meeting at which accounts are laid before the Company.
9. To authorise the Directors to fix the remuneration of the Auditor until the conclusion of the next Annual General Meeting of the
Company.
10. To approve the Dividend Policy included in the Annual Report for the year ended 30 June 2025.
11. To approve an increase in the Company's Investment Policy limit from 12% to 15% to invest in gross assets (calculated at the time
of investment) in unquoted companies with a Significant Presence in India.
12. That the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies
Act 2006 (the “Act”) (in addition to any subsisting authorities to the extent unused) to exercise all the powers of the Company to
allot up to 34,298,378 ordinary shares of 1 penny each in the capital of the Company (“Ordinary Shares”) (equivalent to 20% of the
Ordinary Shares in issue at the date of this notice of Annual General Meeting), such authority to expire (unless previously varied,
revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be
held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time
prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of shar
es
in pursuance of such an offer or agreement, and the Directors may allot Ordinary Shares in pursuance of such offer or agreement
as if such authority had not expired.
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84
Notice of Annual General Meeting (continued)
Special Resolutions
13. That, subject to the passing of Resolution 12 above, the Directors be and are hereby empowered (pursuant to sections 570 and
573 of the Act) to allot Ordinary Shares and to sell Ordinary Shares from treasury for cash pursuant to the authority referred to in
Resolution 10 above as if section 561 of the Act did not apply to any such allotment or sale, such power to expire (unless previously
varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company
to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any
time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to
be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in
pursuance of such an offer or an agreement as if such power had not expired.
14. That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Act to make
market purchases (within the meaning of section 693(4) of the Act) of its Ordinary Shares, provided that:
a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 25,706,634 (representing 14.99% of
the Company’s issued Ordinary Share capital (excluding shares held in treasury) at the date of this notice of Annual General
Meeting);
b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1 penny;
c) the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the higher of: (i) 5% above
the average of the mid-market values of the Ordinary Shares for the five business days before the purchase is made; and
(ii)the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares;
d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2026 or, ifearlier,
on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and
e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of
such authority, which will or may be executed wholly or partly after the expiration of such authority and may make a purchase
of Ordinary Shares pursuant to any such contract.
15. That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days’ notice,
provided that this authority shall expire at the conclusion of the Company’s next Annual General Meeting after the date of the passing
of this resolution.
NSM Funds (UK) Limited
Company Secretary
8 October 2025
46-48 James Street,
London W1U 1EZ
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Notes to the notice of Annual General Meeting
Website address
1. Information regarding the meeting, including the information required by section 311A of the Companies Act2006, is available from
www.ashokaindiaequity.com.
Entitlement to attend and vote
2. Only those holders of Ordinary Shares registered on the Company’s register of members at close of business on 8 December 2025
or, if this meeting is adjourned, at close of business on the day two days (excluding nonworking days) prior to the adjourned
meeting, shall be entitled to attend and vote at the meeting.
Appointment of Proxies
3. Members entitled to attend, speak and vote at the meeting (in accordance with note 2 above) ar
e entitled to appoint one or more
proxies to attend, speak and vote in their place. If you wish to appoint a proxy please use the Form of Proxy enclosed with this
document or follow the instructions at note 6 below if you wish to appoint a proxy through the CREST electronic proxy appointment
service. In the case of joint members, only one need to sign the Form of Proxy. The vote of the senior joint member will be accepted
to the exclusion of the votes of the other joint members. For this purpose, seniority will be determined by the order in which the
names of the members appear in the register of members in respect of the joint shareholding. The completion and return of the
Form of Proxy will not stop you attending and voting in person at the meeting should you wish to do so. Aproxy need not be a
member of the Company. You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached
to a different share or shares held by you. If you choose to appoint multiple proxies use a separate copy of the Form of Proxy
(which you may photocopy) for each proxy, and indicate after the proxy’s name the number of shares in relation to which they are
authorised to act (which, in aggregate, should not exceed the number of Ordinary Shares held by you). Please also mark the box
to indicate that the proxy instruction is one of multiple appointments being made. All forms must be signed and returned in the
same envelope.
4. You can appoint the Chairman of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the
Chairman, cross out the words ‘the Chairman of the Meeting’ on the Form of Proxy and insert the full name of your appointee.
5. You can instruct your proxy how to vote on each resolution by marking inside the ‘For’ and ‘Against’ boxes with an ‘X’ as appropriate
(or entering the number of shares which you are entitled to vote). If you wish to abstain from voting on any resolution please mark
the box which is marked ‘Vote Withheld’ with an ‘X’. It should be noted that a vote withheld is not a vote in law and will not be
counted in the calculation of the proportion of votes ‘For’ and ‘Against’ a resolution. If you do not indicate on the Form of Pr
oxy
how your proxy should vote, he/she can exercise his/her discretion as to whether, and if how so how, he/she votes on each
resolution, as he/she will do in respect of any other business (including amendments to resolutions) which may properly be conducted
at the meeting.
A company incorporated in England and Wales or Northern Ireland should execute the Form of Proxy under its common seal or
otherwise in accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by a duly authorised office or
attorney whose power of attorney or other authority should be enclosed with the Form of Proxy.
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Notice of Annual General Meeting (continued)
Appointment of Proxy
6. You can vote either:
• by logging on to www.investorcentre.co.uk/eproxy and following the instructions;
• by completing a hard copy form of proxy that accompanies this annual report. The form of proxy must be received by Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 11am on 8 December 2025; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures
set out below.
Appointment of Proxy through CREST
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for
the meeting to be held on the above date and any adjournment(s) thereof by using the procedures described in the CREST Manual.
CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment or instruction made 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 instructions, as described in the CREST Manual. The message, regardless of
whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must,
in order to be valid, be transmitted so as to be received by the Company’s agent (ID: 3RA50) by the latest time(s) for receipt of
proxy appointments specified in the notice of meeting.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the
CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time any change of instructions to a proxy’s appointee through CREST should be communicated
to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK &
International Limited does not make available special procedures in CREST for any particular messages. Normal system timings
and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
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All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted
through CREST, must be lodged at 10 :45am on 8 December 2024 in respect of the meeting. Any such messages received before
such time will be deemed to have been received at such time. In the case of an adjournment, all messages must be lodged with
Computershare no later than 48 hours before the rescheduled meeting.
Appointment of a proxy through Proxymity
8. 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 no later than 48 hours before the time of the Annual General Meeting, 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. Proxymity will then contract with your underlying institutional account holder directly to accept their vote instructions
through the platform.
Termination of proxy appointments
9. In order to revoke a proxy instruction you will need to inform the Company. Please send a signed hard copy notice clearly stating
your intention to revoke your proxy appointment to Computershare, Investor Services PLC, The Pavilions, Bridgwater Road, Bristol,
BS996ZY.
In the case of a member which is a company, the revocation notice must be executed under its common seal or otherwise in
accordance with section 44 of the Companies Act 2006 or by signature on its behalf by an office or attorney whose power of
attorney or other authority should be included with the revocation notice.
Once a proxy has been lodged, it can be amended up to the meeting. If you attempt to revoke your proxy appointment but the
revocation is received after the time specified in note 7 above then, subject to the paragraph dir
ectly below, your proxy will remain
valid.
Completion of a Form of Proxy will not preclude a member from attending and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will be automatically terminated.
If you submit more than one valid proxy appointment in respect of the same Ordinary Shares, the appointment received last before
the latest time for receipt of proxies will take precedence.
Nominated Persons
10. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights:
• You may have a right under an agreement between you and the member of the Company who has nominated you to have
information rights (Relevant Member) to be appointed or to have someone else appointed as a proxy for the meeting.
• If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an
agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
• Your main point of contact in terms of your investment in the Company remains the Relevant Member (or,perhaps, your custodian
or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your
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Notice of Annual General Meeting (continued)
personal details and your interest in the Company (including any administrative matters). The only exception to this is where the
Company expressly requests a response from you.
• If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights,
you do not have a right to appoint any proxies under the procedures set out in the notes to the form of proxy.
Questions at the meeting
11. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being
dealt with at the meeting unless:
• answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential
information;
• 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.
Issued Shares and total voting rights
12. As at the date of this Notice, the total number of shares in issue is 171,491,893 Ordinary Shares of 1p each and no shares are held
in treasury. The total number of Ordinary Shares with voting rights is 171,491,893. On a vote by a show of hands, every holder of
Ordinary Shares who (being an individual) is present by a person, by proxy or (being a corporation) is present by a duly authorised
representative, not being himself a member, shall have one vote. On a poll every holder of Ordinary Shares who is present in person
or by proxy shall have one vote for every Ordinary Share held by him.
Communication
13. Except as provided above, members who have general queries about the meeting should use the following means of communication
(no other methods of communication will be accepted):
• Calls to the Computershare shareholder helpline on 0370 703 6077 cost no more than a national rate from any type of phone or
provider. If in doubt you should check with your phone line provider as to the exact cost involved for you to call this number. Lines
are open 8 :30am to 5 :30pm, Monday to Friday excluding bank holidays; or
• in writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.
You may not use any electronic address provided either in this notice of meeting or in any related documents (including the Form
of Proxy for this meeting) to communicate with the Company for any purposes other than those expressly stated.
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