ASHOKA WHITEOAK EMERGING MARKETS TRUST PLC
ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
1
Contents
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
INVESTMENT OBJECTIVE, FINANCIAL INFORMATION AND PERFORMANCE SUMMARY 2
STRATEGIC REPORT
CHAIR’S STATEMENT 3
INVESTMENT MANAGER’S REPORT 7
TOP TEN HOLDINGS 13
INVESTMENT POLICY, RESULTS AND KEY PERFORMANCE INDICATORS 14
RISK AND RISK MANAGEMENT 17
ENVIRONMENTAL, SOCIAL AND GOVERNANCE 21
SECTION 172 STATEMENT 30
OTHER INFORMATION 34
INVESTMENT TEAM 36
GOVERNANCE
BOARD OF DIRECTORS 37
CORPORATE GOVERNANCE 39
AUDIT COMMITTEE REPORT 48
DIRECTORS’ REMUNERATION REPORT 53
DIRECTORS’ REPORT 58
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 63
INDEPENDENT AUDITOR’S REPORT 65
FINANCIAL STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME 74
STATEMENT OF FINANCIAL POSITION 75
STATEMENT OF CHANGES IN EQUITY 76
STATEMENT OF CASH FLOWS 77
NOTES TO THE FINANCIAL STATEMENTS 78
OTHER INFORMATION
ALTERNATIVE PERFORMANCE MEASURES 94
GLOSSARY 95
SHAREHOLDER INFORMATION 97
DIRECTORS, INVESTMENT MANAGER AND ADVISERS 100
NOTICE OF ANNUAL GENERAL MEETING 101
Investment Objective, Financial Information
Performance Summary
2
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Investment Objective
Ashoka WhiteOak Emerging Markets Trust PLC (the “Company”), having been incorporated on 15 March 2023, was
floated on the London Stock Exchange on 3 May 2023. The Company aims to deliver long-term capital appreciation,
primarily through investment in securities admitted to trading on any stock exchange that provides exposure to
Global Emerging Markets (Global Emerging Markets means the constituent countries of the MSCI Emerging Markets
Index). Full details of the Company’s investment mandate and investment restrictions are set out in the Company’s
prospectus dated 18 April 2023 (https://awemtrust.com/wp-content/uploads/2023/07/Prospectus.pdf).
Financial Information
As at
31 March 2024
NAV per Ordinary Share (pence)
1
109.86
Ordinary Share price (pence) 105.00
Net assets (£) 35.4 million
Performance Summary
31 March 2024
% change
NAV total return
1
11.81%
Share price total return
2
5.00%
MSCI Emerging Markets Index Net Total Return
3
7.94%
1 NAV total return is based on opening NAV after launch expenses 98.26p per Ordinary Share. For Alternative Performance Measures for the period from 3 May 2023 to
31 March 2024, see page 94.
2 Total returns in Sterling for the period ended 31 March 2024.
3 Source: Bloomberg.
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Chair’s Statement
STRATEGIC REPORT
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
This is the Company’s maiden Annual Report for the
period from the date of incorporation on 15 March 2023
to 31 March 2024, reflecting its Initial Public Offering
(‘IPO’) and subsequent commendable performance.
The Company’s listing on the Premium Segment of
the Main Market of the London Stock Exchange in May
2023 is the sole premium-listed investment company
to launch since 2021 and the first premium-listed
equity-focused investment company listing since 2018.
Since the Company’s launch up to 31 March 2024, there
have been no further investment company IPOs. With
this challenging backdrop in mind, the Board would like
to take this opportunity to thank again all shareholders
who supported the Company’s IPO and the subsequent
share issues under the Company’s placing programme.
The investment trust industry has faced increasing
challenges over the last few years, particularly from the
current inappropriate and inconsistent interpretation
of UK cost disclosure rules. Following the broad global
capital markets correction in 2022, this has exacerbated
the average discount at which investment trust shares
trade versus their NAV. It is to be hoped that this will be
resolved sooner rather than later, but it is encouraging
that the Company’s discount rating by contrast has
remained robust.
However, the Board and Investment Manager are
committed to and confident of growing the Company
over time and are considering with the Company’s
Corporate Broker, Ellora Partners, all options to
accomplish this. On 7 May 2024, the Company
announced a proposed transaction to effect a
combination with Asia Dragon Trust plc. Accordingly, we
were pleased to see the subsequent announcement by
Asia Dragon Trust plc on 21 May 2024 that it was initiating
a full strategic review of its future, and the Company has
announced that it intends to participate in that process.
Further updates will be announced by the Company as
appropriate in due course.
Performance
During the period between 3 May 2023 to 31 March 2023
the Company’s NAV recorded a total return of 11.81%
compared to the benchmark MSCI EM (GBP) Index of
7.94%. Given how volatile and challenging Emerging
Markets (‘EMs’) have been at times since launch,
this outperformance is testimony to the Investment
Manager’s portfolio construction and risk management
disciplines. Notably, any temporary drawdown in NAV
has been kept to a bare minimum.
Since launch, the Company has traded close to NAV,
supported by what we consider to be a “best-in-class”
discount control mechanism in the form of its annual
redemption facility, as explained later. The share price
rose by 5.00% and the average premium at which the
shares traded versus NAV was 0.1%.
The Company’s capital has been deployed in
accordance with the Investment Manager’s stated
investment process, utilising its unique OpcoFinco™
methodology to identify attractively valued stocks
with positive catalysts, which in turn is complemented
by its proprietary ABLEx
TM
Environmental Social and
Governance (ESG) screening filter analysis, designed to
avoid companies with inherently poor governance.
Moreover, the Investment Manager’s fundamental
local knowledge and breadth of in-house analytical
research coverage supported its anticipated
overweighting of mid and small cap stocks. The latter
tend to be under-researched and inefficiently valued,
thereby offering superior stock picking selection alpha
opportunities in which the Investment Manager has a
proven track record and performance edge.
It is thus encouraging that the Company’s portfolio
benefitted from the significant outperformance of its
small cap holdings, notably amongst Indian stocks. The
Investment Manager, by virtue of its local knowledge
and connections, has a strong track record in accessing
high quality pre-IPO and anchor IPO opportunities and
the Company has already notably benefitted from one
such holding (viz Senco Gold).
Chair’s Statement (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Alpha Fee
The Board remains focused on keeping costs as
low as possible given the relatively small size of the
Company’s asset base. It should be remembered
that the Investment Manager does not receive a fixed
management fee and is instead only entitled to an
Alpha Fee, measured over discrete three-year periods
and which is only earned if the Company’s adjusted NAV
exceeds the benchmark MSCI EM (GBP) Index during that
time. Moreover, any Alpha Fee is capped at 12% of time
weighted average Adjusted Net Assets and is only paid
out in the Company’s shares, 50% of which are subject to
a three-year lock-up.
Shareholders should note that the Alpha Fee is a relative
measure and as such remains payable if the Investment
Adviser outperforms a falling benchmark. The Board
has engaged the Investment Adviser on behalf of
shareholders to invest in Global Emerging Markets
equities with the aim to outperform the Company’s
reference benchmark, the MSCI EM (GBP) Index, over
the medium-term and thus believes a benchmark
relative fee measure is appropriate for the Company.
The Board believes that the Company’s fee structure in
totality creates a very strong alignment of interest with
the Investment Adviser and results in shareholders only
paying fees to the Investment Adviser when they have
demonstrated positive value. Shareholders can find full
details of the Alpha Fee in the Company’s Prospectus.
An Alpha Fee was able to be accrued following the
investment of at least 70% of the Company’s net IPO
proceeds, which occurred on 12 May 2023. From 12 May
2023 to 31 March 2024, an Alpha Fee of £384,732 was
accrued, reflecting the Company’s outperformance
over this time.
Revenue and Dividends
The Company’s principal objective is to provide attractive
returns through long-term capital appreciation rather
than a focus on income generation. Therefore, the
Company is unlikely to pay an annual dividend under
normal circumstances. Where the Company’s portfolio
may in future generate a small amount of income
this will, in the first instance, be allocated to offset its
operational costs. If required, the Company may declare
an annual dividend to maintain its UK investment trust
status. During the period under review no dividend has
been declared.
Share Issuance
At IPO, the Company took the authority to issue further
shares subject to its Placing Programme. On 26 May
2023, the Company was granted a Block Listing facility
by the Financial Conduct Authority, enabling it to issue
shares efficiently on an ad hoc basis to the market to
manage the premium at which the Company’s shares
trade to their NAV from time to time.
Since launch up to 31 March 2024, the Company has
issued 1,663,530 new shares through six separate
issues, representing 5.4% of the shares issued at IPO*. All
issuances have been undertaken at the prevailing NAV
plus a premium to cover the costs and expenses of each
issue. We look forward to growing the Company through
further share issuances in due course and point to the
parallel experience of Ashoka India Equity Investment
Trust plc, also managed by our own Investment Manager,
where the NAV has grown significantly since its IPO from
a comparably small initial base.
* Through five separate issues the Company has issued a further 650,000 shares
since 31 March 2024 to 7 June 2024, raising £741,700.
Annual Redemption Facility
The Company aims to provide an investment opportunity
for shareholders seeking long-term capital appreciation.
The Company also employs a redemption facility
through which shareholders will be entitled to request
the redemption of all or part of their shareholding on an
annual basis. The objective of the redemption facility is
to assist with the limiting of any discount at which the
Company’s shares may trade from time to time. It should
be noted that the authority to approve any redemption
rests at the sole discretion of the Board.
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
It was pleasing to see that only 14,014 of the Company’s
shares (0.04%) were redeemed at the first redemption
point in December 2023.
Annual General Meeting
The first Annual General Meeting (“AGM”) of the
Company is scheduled to take place at the offices of
JTC (UK) Limited, 18th Floor, The Scalpel, 52 Lime Street,
London, United Kingdom, EC3M 7AF at 10:00 on 16 July
2024. The Notice of AGM and explanatory notes are set
out on pages 101 to 111.
Those shareholders who are unable to attend the
AGM in person are encouraged to raise any questions
in advance with JTC (UK) Limited, the appointed
Company Secretary, at AWEMT.cosec@jtcgroup.com
(please include ‘AWEM AGM’ in the subject heading).
Questions must be received by 5.00 p.m. on 2 July 2024.
Any questions received will be replied to by either the
Investment Manager or the Board, via the Company
Secretary, before the AGM. A shareholder presentation
will be made available on the Company website following
the AGM, updating shareholders on the activities of the
Company.
Outlook
After a somewhat challenging and at times volatile
2023 for EM economies and capital markets, notably in
the case of China which is still the largest constituent of
the benchmark MSCI EM (GBP) Index, the outlook is now
more promising. Global Trade and PMIs, to which most
EMs are particularly sensitive, are recovering and both
Developed Markets (“DM”) and leading EM central banks
are generally set upon a path of easing monetary policy.
This should be broadly supportive of both EM economies
and corporate earnings growth as well as valuations,
which remain close to historic lows relative to DM equity
markets.
The major uncertainties, apart from renewed US Dollar
strength, are firstly whether the Chinese economy, given
its massive overhang of non-performing property debt,
can be stabilised through various fiscal and policy
measures. Secondly, it is uncertain who the next US
President may be, and to what degree US tariffs may be
ramped up as a result. The Investment Manager, as part
of its core strategy has, however, mitigated some of these
China investment risks, both economic and governance
related, through its holding in large DM multinationals
but which derive a significant part of their revenue and
profits from China and/or other EM economies.
Moreover, it is now well understood that China’s
challenges and decoupling from the rest of the world
will continue to benefit other EMs as multinationals
reconfigure their supply chains. Although the latter
are vulnerable to any further escalation of the current
various regional conflicts, it is to be hoped that these will
be resolved over time.
The Investment Manager’s report contains a more
detailed exposition of the positive structural outlook
for India, where the Investment Manager has a notable
stock-picking edge amongst mid and small cap stocks
due to being able to draw upon the resources of one of
the largest local research teams.
The elections in Taiwan and Indonesia earlier this year
passed without, as yet, any major turbulence and
although the Indian election result was a disappointment
for the ruling Bharatiya Janata Party, there is unlikely to
be any major change in the successful reform policies
of recent years. The Korean election outcome was,
something of a stalemate but should not materially
impact the investment case for the Investment Adviser’s
preferred companies or negatively influence the local
equity market.
The artificial intelligence boom has predictably
turbocharged the semiconductor upcycle to the
advantage of major Taiwanese and Korean technology
companies. Although the recent Korean government
sponsored corporate governance reforms were well-
intentioned, these, however, have for now turned out to
be something of a damp squib.
Chair’s Statement (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Within Latin America, Brazil offers a strong longer
term outlook despite shorter term unhelpful political
interference, driven by various structural reforms
including tax and financial inclusion initiatives as well as
its competitive strengths in renewable energy.
Mexico continues to benefit from the robust US economy
propelling exports and remittances. In both countries,
improving inflation dynamics should allow real yields
eventually to decline in turn supporting local equities.
In conclusion, EM economies and capital markets will
remain, as ever, sensitive to global macro-economic
forces and geopolitics. However, the Investment
Manager eschews any overreliance on such ‘top-down’
analysis, and focuses instead on disciplined individual
stock-picking, complemented by its proprietary ESG
screening process.
The Company’s history is short but the Investment
Manager’s strengths and differentiated approach has
been refined for over a decade and can be readily
gleaned from its outperformance so far.
On behalf of the Board and the Investment Manager, I
would like to thank you for your continued support as
a shareholder of this Company. The Board welcomes
any shareholder feedback and engagement and further
information about the Company can be found on its
dedicated website (https://awemtrust.com/), as well
as its Company profile on the AIC website (https://
www.theaic.co.uk/companydata/ashoka-whiteoak-
emerging-markets).
Martin Shenfield
Chair
17 June 2024
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Investment Manager’s Report
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Market Review
The MSCI EM (GBP) Index (in sterling terms) rose by 7.94%
since the listing of the Company to 31 March 2024. In the
same period, the MSCI World Index was 22.91% and S&P
500 was 27.37% (all in sterling terms). Over this period,
IT Services, Energy and Utilities outperformed, while
Communication Services, Materials and Real Estate
underperformed. Large caps broadly outperformed
mid and small caps over this period. Among major EM
markets, Taiwan, India, and Brazil outperformed, while
China, South Africa, and Indonesia underperformed.
Performance Review
The Company has delivered a NAV total return of
11.81% over the period from 3 May 2023 to 31 March
2024, significantly outperforming the benchmark MSCI
EM (GBP) Index by 3.87%. Despite a turbulent market
environment, the portfolio has generally outperformed
during this timeframe as it is very well diversified and
balanced across both sectors and regions. The portfolio
has a low concentration with the top 10 holdings making
up 26.3% of the portfolio, further reducing the Company’s
risk profile. The key positive contributors came from a
range of sectors and regions, highlighting the team’s
focus on bottom-up stock selection.
From a market capitalisation perspective, even as stock
selection was positive across all segments, it was more
pronounced within the small and mid-cap bucket.
The Company provides exposure to great business
franchises which are well-governed and are leaders
in their respective market segments and Acorn Asset
Management Limited, (referred to as the “Investment
Manager”) has a notable stock picking expertise
amongst small and mid cap stocks due to being able
to draw upon the resources of one of the largest EM
investment research teams.
From a country perspective, stock selection has been
strong across nearly all stock markets but the most
significant contribution has come from the Company’s
Indian holdings. In the Investment Manager’s experience,
compared to its large peers, the Indian market has the
most heterogeneous composition at a sectoral level,
and within that, it is the most diverse at a company
level providing significant opportunities for alpha value
creation. And here, just as is the case generally with
small and mid cap stocks, the Investment Manager has
a particular stock picking edge.
The team at White Oak Capital Partners Pte. Ltd
(hereafter referred to as the “Investment Adviser”)
is rigorously focused on stock selection. The sector
exposures reflect this robust and rigorous bottom-
up stock selection process. The team does not make
any top-down sectoral bets as the team believes that
such investment decisions are fraught with high risk of
substantial absolute and relative losses. Having said
that, given the investment philosophy, there are certain
sectors where the team might expect to find more
attractive opportunities compared to other sectors from
a bottom-up perspective. For example, at the present
time, the team finds a greater number of opportunities
in consumer, IT services, and industrials.
The sectoral and geography exposures reflect the
disciplined bottom-up stock selection process. From a
country perspective, the biggest positions are in India,
China, Taiwan, Korea, Mexico and Brazil. From a relative
perspective, India is the biggest overweight while China
is the biggest underweight. There is also an allocation
towards developed world companies. These companies
derive the majority of their revenues or value from
emerging markets, mostly countries that the Company
is underweight on, like China. Though not a perfect
hedge, the Company’s investments in these companies
do mitigate the risk of lower exposure to countries like
China.
Investment Manager’s Report (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Real
Estate
Comm
Services
Consumer
Staples
Health CareUtilitiesEnergyMaterialsIndustrialsFinancialsInformation
Tech
Consumer
Disc
Mid CapLarge Cap DevelopedLATAMMiddle
East
Europe
and Africa
Asia
Sector Composition
1
Market Capitalisation Composition
1,2
Regional Weights
1,3
21.5%
69.5%
72
612
30
146
25
185
24
250
28
188
10
173
55
65
10
99
15
109
7
68
4
38
81
764
112
123
1127
79
80
72
14 15
91
22
8
6
83.6%
29.4%
16.4%
67.1%
79.6%
78.4%
5.8%
6.7%
5.4%
0.0% 0.0%
7.1%
7.5%
7.7%
8.9%
18.5%
5.0%
0.3%
12.7%
25.8%
23.8%
15.4%
22.4%
11.8%
6.4%
4.3%
7.5%
5.3%
2.8%
2.8%
3.3%
7.0%
5.6%
4.0%
8.6%
1.2%
1.5%
0.0%0.0%
Portfolio MSCI EM
Portfolio MSCI EM
Portfolio (country of listing)
Portfolio (country of economic exposure)
MSCI EM
1 The number inside the bars denote the number of companies in each classification. ETF’s and Index futures are included in large cap. 2 As per MSCI classification. 3 By
Country of listing or incorporation and by Country of economic exposure; Source: WhiteOak, Bloomberg. Allocations shown above are as of the date indicated and may
not be representative of future investments. They may not represent all of the portfolio’s investments. Future investments may or may not be profitable. Data rounded to
one decimal place; May not add up to 100% as cash is not included.
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Key contributors & detractors
Contributors
DOMS is, in our view, the best-managed children’s
stationery and art/craft materials business in India. Run
by an exceptional promoter CEO, Santosh Raveshia, the
company has been growing revenues at a 20% CAGR
over the past decades at a pace that is twice as fast
as the wider industry. The operating performance is
characterised by healthy profitability supported by
an exceptionally strong balance sheet with regards to
working capital management. Strong results over the
reporting period, as well as an increasing awareness
and understanding of the company by investors, have
driven recent outperformance. Looking forward, the
stationery business remains a very fragmented market
and we believe DOMS’s market share gains and CAGR
can be sustained.
Senco Gold is the leading jewellery retailer in Eastern
India with a strong leadership position in its home
state of West Bengal. The key drivers include firstly the
continued formalisation of the large (US$70 bn+) Indian
retail market; as the unorganised sector still represents
60% of the market share & most well-run organised
national and regional chains continue to gain share
from the fragmented players on the back of trust,
design and aggressive store expansion. Secondly, an
advantageous competitive positioning as apart from
Titan, Senco is the only other player in the industry to
have a well-established franchisee model which aids
quicker expansion and shores up the return on capital
employed and thirdly a solid, eager-to-learn and ever-
improving management team led by Suvankar Sen,
the son of the founder Shankar Sen. Senco was also
among the early adopters of IT infrastructure across
the supply chain (for artisans, franchise partners, store
and inventory management), which has led to an
improvement in its operational efficiency. This successful
holding was originally initiated as an anchor position
before the stock’s IPO and thus validates the Investment
Manager’s ability to identify & access under-researched
investment opportunities.
Disco Corporation (Disco) manufactures capital
equipment for the semiconductor industry, the
main products being grinders (which reduce the
thickness of semiconductor wafers), dicers (which
cut completed wafers into individual chips) and the
related consumables. Owing to its technical prowess,
Disco commands a market share of more than 80% in
this critical industry. Recent developments within the
semiconductor industry, such as quicker than expected
adoption of silicon carbide in electric vehicles and the
adoption of chiplets/advanced packaging, have led to
Disco’s strong operating performance compared to its
peers. Silicon carbide is amongst the hardest materials,
so dicing and grinding such materials takes longer and
requires more equipment and consumables which
plays to Disco’s competitive strengths.
Qualitas Controlodara (Qualitas) is the leading
automobile insurer in Mexico, with nearly a 35% market
share. At 93.8%, the combined ratio (claims cost plus
operating expenses plus commissions paid to agents
as proportion of net earned premiums) is among the
lowest in the Mexican Auto Insurance segment. Qualitas
has held onto a 30%+ market share in Mexico’s Auto
Insurance segment for almost a decade, with a 40%+
market share in the fast-growing Trucks and Commercial
Vehicle Segment. Qualitas has built a strong moat with
its brand, easy claims process, and large network of
third-party agents. In addition, the company’s foray
into health insurance and expansion into other Andean
countries like Peru provide future growth optionality.
The operating performance has improved with a 9.2%
Return on Invested capital (9M23), compared to 1.6%
during 9M22. The positive momentum in operating
performance has been one of the contributing factors
to the recent stock price outperformance.
Detractors
Hong Kong Exchanges & Clearing (HKEX) owns and
operates the only stock and futures exchange in Hong
Kong and the London Metals Exchange (LME). HKEX
functions as a monopoly in Hong Kong, which is unlikely
to change, although it competes for listings with other
global exchanges. Overall, HKEX operates in a supportive
Investment Manager’s Report (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
ecosystem, with the number of listings and their trading
volumes growing consistently over the years. The ‘Stock
Connect Programme’, a market access platform
between Hong Kong and mainland China, already
represents 34% of trading volume and provides a
structural growth driver as China liberalises its capital
markets. The stock underperformed due to subdued
trading volumes on the back of poor equity market
performance in Hong Kong and China. Investor
sentiment in the stock was further dampened by an
increase in operating expenses which put its profit
margin under pressure.
Budweiser Brewing APAC (Budweiser APAC) is the
leading premium brewer in China (85% of EBITDA) with
c. 16% of overall volumes on the back of leading brands,
including Budweiser and Corona. It also has a smaller
but market-leading position in Korea. Over time, beer
markets globally tend to ‘premiumise’, resulting in
attractive earnings growth together with high barriers to
entry, particularly for breweries that are able to manage
their brands well. Although the benefit of the reopening
of the economy was slower than expected across all
brewers in China, Chinese brewers have been following
this premiumisation path over the last 5-10 years. We
believe that COVID has obscured some of Budweiser
APAC’s underlying strengths, given its relatively short
listing history (the IPO was in 2019). During the last few
quarters, the stock has performed mostly in line with its
peers in the beer space but the beer industry in China has
seen headwinds from a weak consumption environment
where c.50% consumption is on-premise (restaurants/
pubs). However, the company has highlighted that
the premiumisation trend is progressing and noted
that Jan/Feb 2024 continued to see a strong product
mix upgrade driven by Premium and Super Premium
segment growth (up double digits year-on-year).
Prosus is a global internet and entertainment group and
one of the largest technology investors in the world. Its
listed investments include stakes of 25% in Tencent and
29.5% in Delivery Hero. The underlying value of Tencent
is central to Prosus along with Prosus’s own holding
company discount and unlisted assets. The multi-year
buyback, funded by Tencent sales, should support a
narrower discount. The decline in Prosus’s share price
primarily reflects the decline in the listed value of
Tencent.
AIA is a Hong Kong listed insurer with a presence in
multiple EMs, including Hong Kong (35% of Embedded
Value or EV), Mainland China (18% of EV), and Thailand
(12% of EV), along with a growing presence in other
ASEAN countries as well as India. AIA is primarily
an agency-driven business with a focus on selling
protection products. In partnership with South Africa
based Discovery, AIA launched ‘AIA Vitality’, bringing
the successful health insurance and loyalty program to
its Asian markets. AIA maintains a prudent investment
portfolio with 75% of its book in fixed-income securities
(50% of which is in government bonds), while lower
quality securities with BB rating or below make up only
c.7% of the portfolio. The company’s focus to return excess
capital to shareholders is noteworthy, with US$3.6 billion
returned in 1H23. However, operational performance
was likely affected by a slower than expected economic
rebound in China.
Investment Outlook
Global GDP growth is projected to increase by 3.1%
in 2024 and 3.2% in 2025, slightly higher than the
consensus forecasts made six months ago. With the
prospect of gradual disinflation and steady growth, the
likelihood of a hard landing has receded, and risks to
global growth are now more broadly balanced. As per
the International Monetary Fund (‘IMF’), EM economies
are likely to record relatively higher growth, led by the
momentum from stronger structural reforms which
could bolster productivity. On the downside, renewed
commodity price spikes from geopolitical shocks could
prolong tight monetary conditions and any further
aggravation of the property crisis in China, the dominant
EM economy by market capitalisation, could impinge on
market sentiment.
US monetary policy is expected to become more
accommodative, which could represent a positive
development for EMs in the short term, especially given
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
the previously weak cross border flows in 2023. Global
headline inflation is expected to fall from an estimated
6.8% in 2023 (annual average) to 5.8% in 2024 and 4.4%
in 2025. The drivers of declining inflation differ by country
but generally reflect lower core inflation due to still-tight
monetary policies and relative softening across labour
markets. This should allow most central banks to move
progressively to an easier monetary policy stance.
India’s economy delivered solid, above expectation GDP
growth of 8.2% for the fiscal year ending March 2024.
Its healthy macro-economic fundamentals, resilient
corporate earnings as well as promising growth prospects
continue to garner strong FDI as well as portfolio flows.
A moderating inflation trajectory and benign current
account deficit opens up room for RBI monetary easing.
Fiscal policy will remain in consolidation mode, driven by
a pickup in tax revenues and improved rationalisation of
government outlays even as capex spending will likely
remain robust. The imminent initial inclusion of Indian
government bonds into the JP Morgan Bond index will
also be supportive of local debt markets.
India’s diverse corporate sectors and generally
improving ROE suggests it will remain one of the best
EM equity markets within which to capture sustained
outperformance. Also noteworthy has been the
corporate deleveraging and cleaning up of banks’
balance sheets with a marked decline in non-performing
loans. This in turn has kickstarted a robust recovery in
private sector credit and capex underpinning stronger
economic growth and profits, further enhanced by
the government’s extensive infrastructure investment
upgrade. ‘Made in India’ is still in its very early stages,
but the likes of Apple and Samsung are expanding
local production with India clearly one of the major
beneficiaries of global supply chain reconfiguration.
Furthermore, the value of India’s IT exports recently
exceeded its oil import bill providing a cushion to the
external sector. Moreover, unlike China, India’s economy
is much more consumption 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.
China’s economy has been grappling with persistent
deflationary pressures, exacerbated by its property
crisis and stubbornly weak domestic demand. Over
the past three years, policy uncertainty, muted fiscal
stimulus and certain regulatory interventions have
weighed on investor confidence. US-China relations,
since the trade tensions began in 2018, have also
been one of the factors constraining equity returns
in China. While we are not influenced by strong ‘top-
down’ macroeconomic views on China, we do expect
domestic sentiment to improve gradually, driven by
more proactively supportive government policies and
stimulus, albeit the latter is likely to remain moderate
by historic standards. The government’s ongoing focus
on technology and innovation, manufacturing capacity
upgrades and decarbonisation should also underpin
economic growth. However, the private credit money
multiplier remains impaired and both households’ and
corporates’ animal spirits somewhat muted. Chinese
companies are, however, actively exploring commercial
opportunities abroad resulting in some potential new
revenue streams, assuming tariffs do not become more
of a challenge again post the US election.
Taiwan and Korea are significantly benefitting from the
AI boom given their semiconductor and technology
expertise whilst the recovery in global economic growth
and trade is an added boon.
Meanwhile, despite some unhelpful domestic political
interference, Brazil is poised to deliver a new positive
structural growth story supported by tax reform and
new financial inclusion policies which should raise
productivity and trend growth rates.
In summary, even though the global growth outlook has
improved over the last year, the Investment Manager is
still operating against the backdrop of a macroeconomic
environment characterised by challenges pertaining to
potential commodity price spikes amid geopolitical risks,
climate change, weather shocks, and faltering growth in
China together with potentially unpredictable policies
given the impending elections in many geographies.
However, the fundamentals of EM economies have
generally strengthened despite this challenging
Investment Manager’s Report (continued)
12
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
environment and, at present at an aggregate level, are
recording lower inflation, lower debt levels and higher
growth compared to their DM counterparts. However,
at a disaggregated level, EMs offer different opportunity
sets, with the most significant negative risk being
from China’s slowdown (but this provides a rewarding
backdrop for active stock picking).
Despite the volatile macroeconomic environment, EMs
collectively present attractive individual investment
opportunities, backed by favourable demographics,
rising incomes and pockets of economic resilience,
although identifying positive performance differentiation
will be key going forward.
The Investment Adviser never relies on aggregate
market valuations in isolation, but it is worth noting
that EMs are trading at a significant discount to DMs
as well as their own long-term history. On a one year
forward P/E, compared to its developed market peers,
EMs are trading at a discount of 35%, much below
the average discount of 25%. Irrespective of market
levels, the Investment Adviser looks for attractively
valued businesses on a relative basis. Our proprietary
OpcoFinco
TM
analytical framework provides insights into
economic cash flow generation characteristics and the
intrinsic value of a business. Within the market, sectors
or businesses trade at different valuations based on
their respective risk-reward dynamics, but within the
rankings of relative attractiveness we identify the best
opportunities.
The Investment Adviser’s investment philosophy of
seeking compelling combinations of great businesses
at attractive valuations together with strong portfolio
risk management has placed the Company in good
stead in the current environment. For the most part,
the Company’s portfolio comprises industry leaders,
dominant players or companies gaining market share
in their respective industries on the back of strong
execution. These businesses typically have superior
returns on invested capital, robust cash flow generation,
and, as a result, strong balance sheets. Together with
the Investment Adviser, we place great credence
on the resilience of their operating models and their
ability to adapt quickly and thrive in an often volatile
environment caused by rising geopolitical tensions
and resultant spikes in commodity prices. Therefore,
we expect the Company’s portfolio companies to
emerge stronger through any period characterised by
macro uncertainties, as was the case during the global
Covid-19 pandemic.
The Investment Adviser employs significant research
resources to build a deep understanding of various
business models across EMs and DMs, including
engaging with experts and industry professionals from
across the world, and has scaled up its research and
investment team, now 40+ strong, including dedicated
resources to track ESG issues. The Investment Adviser
also uses its proprietary ESG risk assessment framework
ABLEx
TM
(Assessment of Business Longevity and
Excellence) to assess companies on their ESG practices.
The framework contains a sector-specific list of ESG risks
and opportunities against which a company’s practices,
policies and disclosures are assessed. As such, owing to
its bottom-up stock selection philosophy, the investment
advisory team aims to generate alpha from its stock
selection, rather than market timing, sector rotation or
other macroeconomic views.
ACORN ASSET MANAGEMENT LTD
17 June 2024
13
Top Ten Holdings
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
As at 31 March 2024 Sector % of net
assets
Taiwan Semiconductor Manufacturing Co Ltd Information Technology 6.5
Samsung Electronics Co Ltd Information Technology 5.3
Hermes International SCA Consumer Discretionary 2.4
Naspers Ltd Consumer Discretionary 2.1
Hong Kong Exchanges & Clearing Ltd Financials 1.9
SK Hynix Inc Information Technology 1.8
DOMS Industries Ltd Industrials 1.6
Prosus NV Consumer Discretionary 1.6
DBS Group Holdings Ltd Financials 1.6
LVMH Moet Hennessy Louis Vuitton SE Consumer Discretionary 1.5
Top ten holdings 26.3
Other holdings 68.8
Capital gains tax provision plus cash and other assets/liabilities 4.9
Total holdings 100.0
Top Ten Active Holdings
As at 31 March 2024 Sector Country of listing Active
weight, %
Hermes International Consumer Discretionary France 2.4
Hong Kong Exchanges & Clearing Financials Hong Kong 1.9
Naspers Consumer Discretionary South Africa 1.7
DOMS Industries Industrials India 1.6
Prosus NV Consumer Discretionary Netherlands 1.6
DBS Group Holdings Financials Singapore 1.6
LVMH Moet Hennessy Louis Vuitton Consumer Discretionary France 1.5
ASM International NV Information Technology Netherlands 1.5
CIE Financiere Richemont SA Consumer Discretionary Switzerland 1.5
ASML Holding NV Information Technology Netherlands 1.5
Active weight refers to the deviation vis-a-vis the benchmark (MSCI EM GBP) weight.
Investment Policy, Results and Key Performance Indicators
14
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Investment Policy
The Company shall invest primarily in securities
admitted to trading on any stock exchange (which
may include stock exchanges in Developed Markets)
that provide exposure to companies that are domiciled
in Global Emerging Markets, or that are domiciled in
Developed Markets but, at the time of investment, derive
a majority of their economic value, revenues or profits
from, or whose assets or cost base are mainly located
in, Global Emerging Markets (“Global Emerging Markets
Companies”).
The Company may also invest:
• up to 10% of Gross Assets (calculated at the time
of investment) in securities admitted to trading
on any stock exchange (which may include stock
exchanges in Developed Markets) that provide
exposure to companies that are domiciled in
Frontier Markets, or companies which are domiciled
in Developed Markets, but, at the time of investment,
derive a majority of their economic value, revenues
or profits from, or whose assets or cost base are
mainly located in Frontier Markets (“Frontier Markets
Companies”);
• up to 10% of Gross Assets (calculated at the time of
investment) in unquoted Global Emerging Markets
Companies or Frontier Markets Companies; and
• up to 10% of Gross Assets (calculated at the time of
investment) in companies domiciled in Developed
Markets that may not derive a majority of their
economic value, revenues, profits, assets or cost
base from Global Emerging Markets or Frontier
Markets.
“Global Emerging Markets” means the constituent
countries of the MSCI EM (GBP) Index from time to time;
“Developed Markets” means the constituent countries
of the MSCI Developed Markets Index from time to time;
and “Frontier Markets” means those countries that are
neither constituents of the MSCI Emerging Markets (GBP)
Index nor the MSCI Developed Markets Index from time
to time.
The Company shall invest primarily in equities and
equity-related securities (including ordinary shares,
preference shares, convertible unsecured loan stock,
rights, warrants and other similar securities). The
Company may also, in pursuance of its investment
objective:
• hold publicly traded and privately placed
debt instruments (including bonds, notes and
debentures);
• hold American Depository Shares (“ADS”) as part of
American Depository Receipt issuances, European
Depository Receipts and Global Depositary Receipts
(“GDRs”) or their equivalent, such as structured
securities, including structured participation notes
(“P-Notes”);
• 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;
• invest in index funds, listed funds and exchange
traded funds; and
• hold cash and cash equivalents including money
market liquid / debt mutual funds, treasury bills,
municipal bonds and commercial paper for the
purposes of cash management.
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 may invest, calculated at the
time of investment, no more than:
• 50% of Gross Assets in companies that are domiciled
in, or which derive a majority of their economic value,
15
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
revenues or profits from, or whose assets or cost
base are mainly located in, a single Global Emerging
Market jurisdiction;
• 40% of Gross Assets in any single sector;
• 15% of Gross Assets in any single holding or in the
securities of any one issuer (calculated at the time
of investment) save that any investment in unlisted
securities of any one issuer will be limited to no more
than 5% of Gross Assets (calculated at the time of
investment);
• 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; and
• 15% of Gross Assets in other investment companies
or investment trusts which are listed on the Official
List.
The Company is not restricted to investing in the
constituent companies of any benchmark. It is expected
that the Company’s portfolio will comprise approximately
100 to 200 investments although, in order to allow the
Investment Manager and Investment Adviser flexibility
to take advantage of opportunities as they arise, the
portfolio may comprise holdings outside this range.
For the avoidance of doubt, the Company will not be
compelled to divest of any of its investments should,
after the time of investment, such an investment cease
to adhere to the limits set out in the investment policy.
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.
It is expected that the Company’s investments will
predominantly be exposed to non-Sterling currencies in
terms of their revenues and profits. The base currency
of the Company is Sterling, which creates a potential
currency risk 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.
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 effect of
gearing the Company’s portfolio, and any such other
methods as the Board may determine. Gearing will not
exceed 25% of Net Asset Value at the time of drawdown
of the relevant borrowings or entering into the relevant
transaction, as appropriate.
No gearing has been employed since inception.
No material change will be made to the investment
policy without the approval of Shareholders by ordinary
resolution.
Asset allocation at period end
The breakdown of the top ten holdings, top ten active
weights and the industrial classification of the portfolio
at the Company’s period-end are shown on pages 8
and 13.
Dividend policy
The Directors intend to manage the Company’s affairs
to achieve Shareholder returns primarily through
capital growth rather than income. Any income derived
from the Company’s operations would normally, in the
first instance, be used to cover operating expenses.
Therefore, it should not be expected that the Company
will pay a significant annual dividend, if any.
Regulation 19 of the Investment Trust (Approved
Company) (Tax) Regulations 2011 provides that, subject
to certain exceptions, an investment trust may not
Investment Policy, Results and
Key Performance Indicators (continued)
16
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
retain more than 15% of its income (as calculated for
tax purposes) 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 had a revenue shortfall for the period
of £788,252 but made a capital surplus after tax of
£4,468,793. Therefore, the total surplus after tax for the
Company was £3,680,541.
The Board is proposing that no dividend be paid in
respect of the period ended 31 March 2024 in accordance
with the Company’s dividend policy, outlined above.
Key performance indicators
The Board measures the Company’s success in attaining
its investment objective by reference to the following
KPIs (for information on how these have been calculated
please refer to the Alternative Performance Measures
section on page 94).
(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
Emerging Markets NR index (sterling) and other similar
investment trusts. A review 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 period from the IPO
to 31 March 2024 were 11.81% and 5.00% respectively
compared to a total return of 7.94% for the MSCI EM
(GBP) Index.
The Chair’s Statement on pages 3 to 6 incorporates a
review of the highlights during the period. The Investment
Manager’s Report on pages 7 to 12 highlights investments
made during the period and how performance has been
achieved.
(ii) Maintenance of premium or discount of share
price to NAV
With the assistance of Ellora Partners (hereafter referred
to as the Company’s “Corporate Broker”), the Board
monitors the premium or discount of the Company’s
share price to NAV on an ongoing basis and at quarterly
Board meetings reviews the share price rating in the
period since the previous meeting in comparison with
other investment companies with a similar mandate.
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 authority to approve any redemption
request rests at the sole discretion of the Board). The
Company’s shares traded at an average premium of
0.1% over the period to 31 March 2024.
(iii) Maintenance of a reasonable level of ongoing
charges (excluding Alpha Fee)
The Board receives quarterly management accounts
which contain an analysis of expenditure, and these
are formally reviewed at quarterly Board meetings. The
Management Engagement Committee reviews the fees
payable to the Company’s main service providers on
an annual basis. The Board reviews the ongoing charge
ratio as well as the Alpha Fee accrual on a quarterly basis.
The Company’s ongoing charge ratio, based on the
Company’s average net assets during the period ended
31 March 2024, was 1.94%. The Board considers this to be
reasonable given the size and short life of the Company
but will endeavour to undertake all reasonable efforts to
reduce this over time.
17
Risk and Risk Management
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Principal and emerging risks
The principal risks and emerging risks have all been reviewed in detail, including the significant economic risks that
might impact the Company and the attainment of its investment objectives. The Board recognises that there are
risks and uncertainties that could have a material effect on the Company’s financial results. Under the 2019 AIC Code
of Corporate Governance (the ‘AIC Code’), directors of listed companies are required to confirm in the annual report
that they have performed a robust assessment of the Company’s emerging and principal risks, including those that
would threaten its business model, future performance, solvency or liquidity and reputation.
The Board is ultimately responsible for the Company’s risk management with oversight of the risk assessment
framework and management process delegated to the Audit Committee. The Board recognises the importance of
identifying and actively monitoring the risks facing the business and has in place a risk management framework,
details of which can be found in the Audit Committee report on pages 48 to 52.
The Company’s risk register is the core element of the risk management process. The register is prepared, in
conjunction with the Board, by the Investment Adviser and Company Secretary, is updated frequently and is used to
assess all the operational, performance and other risks that might impact the Company. The register also provides
detail as to how these risks are potentially mitigated by the Board or third-party service provider controls.
The Board receives a risk report on the material risks facing the Company on a quarterly basis, assessing the
likelihood and potential impact of each risk on the Company as well as the strength of controls operating in relation
to each risk. The Audit Committee also review and challenge the full register on an annual basis.
Risk and Risk Management (continued)
18
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
The below 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 is detailed in the table below.
Principal Risk Mitigation
Company Risk
The Company is still relatively small in terms of size and may
need to raise additional capital to support growth and to ensure
it achieves an adequate scale. There is no guarantee that the
Company will be able to raise sufficient levels of further capital
and a failure to do so may result in the Company becoming
unviable.
Like many other investment companies, the Company has no
employees. The Company therefore relies upon the services
provided by third parties.
Failure by any service provider to carry out its obligations could
have a materially detrimental impact on the activities of the
Company and on the value of the Company and the Ordinary
Shares.
The Company has appointed a Corporate Broker to procure
subscribers to the shares, and to guide on opportunities related
to raising additional capital to support its growth. The Board
regularly evaluates the progress of the Corporate Broker with
respect to their marketing efforts along with monitoring market
sentiment, peer activities and investor feedback to consider
any initiatives to support an increase in NAV.
The Company has contracted out relevant services to
appropriately qualified professionals. The services are subject
to ongoing oversight of the Board and the performance of the
principal service providers is reviewed on a regular basis.
HSBC Bank is the Company’s Custodian (hereafter referred to
as the “Custodian”). Its responsibilities include safe keeping
of the Company’s financial instruments, verifying ownership
and maintaining a record of other assets and monitoring the
Company’s compliance with any borrowing requirements. The
Custodian is liable for any loss of financial instruments held in
custody and will ensure that the sub-custodians segregate the
assets of the Company. The Custodian provides a report on its
key controls and safeguards (ISAE 3402) that is independently
assessed by PricewaterhouseCoopers LLP.
JTC (UK) Limited (hereafter referred to as the “Company
Secretary”) is the appointed Company Secretary and provides
full company secretarial services to the Company, ensuring that
it complies with all legal, regulatory and corporate governance
requirements and also officiating at Board meetings and
Shareholders’ meetings. JTC (UK) Limited is also the appointed
Administrator, providing general fund administration services
(including calculation of the NAV) in addition to being
responsible for bookkeeping and accounts preparation for the
Company. The Administrator provides these functions through
the use of an affiliate entity, JTC Fund Solutions RSA (PTY) Ltd,
based in South Africa. The Company is provided with an internal
controls report (ISAE 3402) in respect of the affiliate entity that
documents the key controls maintained by the Administrator
through the use of the affiliate entity.
19
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Principal Risk Mitigation
Key Personnel Risk
The Company’s future success is dependent on the continued
service of the Investment Manager and Investment Adviser’s
investment professionals. The departure of these investment
professionals and a failure by the Investment Manager or
Investment Adviser to recruit, retain and motivate new talented
personnel could adversely affect the Company’s ability to
achieve its investment objective.
The Investment Manager and Investment Adviser endeavour
to ensure that the principal members of its management
teams are suitably incentivised and monitor key succession
planning metrics. The Board discusses this risk regularly with
the Investment Manager.
Discount Risk
The discount/premium at which the Company’s shares trade
relative to its net asset value can change. The risk of a widening
discount, and/or related volatility, could reduce shareholder
returns and confidence in the Company.
The Board monitors the level of discount/premium at which the
shares trade and has an active investor relations programme.
The Company has authority to buy back its existing shares
when deemed by the Board to be in the best interests of the
Company and its shareholders and also operates an annual
redemption facility in order to limit any entrenched significant
discount.
Emerging and Frontier Market Risk
Investing in emerging and frontier markets involves additional
risks not typically associated with investing in more established
economies and markets. Such risks may include greater social,
economic and political uncertainty.
The Investment Manager believes that EMs present a set of
diverse and attractive multi-year growth opportunities. While
EMs can be volatile the Investment Manager’s strategy of
employing a well-diversified portfolio should mitigate this.
The Investment Adviser employs significant research resources
to build a deep understanding of various business models
across Emerging and Frontier Markets, including engaging with
experts and industry professionals from across the world, and
has scaled up its research and investment team, including
dedicated resources to assess financially material ESG risks.
The Investment Adviser also follows a disciplined investment
policy which includes strict investment restrictions. The Board
is apprised of relevant market developments and a detailed
investment monitoring report is shared with the Board during
the Board meetings to closely monitor any emerging risks.
Market and Selection Risk
Market risk is the risk that the market will go down in value,
with the possibility that such changes will be sharp and
unpredictable. Selection risk is the risk that the investments that
the Company’s portfolio managers select will underperform
the market or other funds with similar investment strategies.
The Board ensures that the Investment Manager has a
well-defined investment strategy and process which are
regularly and rigorously reviewed by the Board.
The Board undertakes a review of the performance of the
Company at each quarterly Board meeting, including all
transactions.
Foreign currency
The base currency of the Company is Sterling, which creates
a potential currency exposure. Currency exchange rate
movements may affect the Company’s performance. In
general, if the value of sterling increases compared with a
foreign currency, an investment traded in that foreign currency
will be worth less in sterling terms. This can have a negative
effect on the Company’s performance.
The Board monitors currency risk as part of the regular portfolio
and risk management oversight. The Company does not
normally hedge currency risk.
Risk and Risk Management (continued)
20
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Principal Risk Mitigation
Market and geopolitical
Market risk arises from volatility in the prices of the Company’s
investments, and from the risk of volatility in global markets
arising from macroeconomic and geopolitical circumstances
and conditions. Many of the companies in which the Company
invests are, by reason of the locations in which they operate,
exposed to the risk of unpredictable political or economic
change. In addition, sanctions, exchange controls, tax or
other regulations introduced in any country in which the
Company invests may affect its income and the value and the
marketability of its investments. EMs can be subject to greater
price volatility than developed markets.
Geopolitical risks pose risks to global trade and could result in
sanctions which in turn could lead to inflation and volatility in
asset prices.
The Board reviews regularly and discusses with the Investment
Manager the portfolio, the Company’s investment performance
and the execution of the investment policy against the agreed
long-term objectives of the Company. The Investment Adviser
takes a disciplined approach to portfolio construction which
is aimed at minimising the volatility of returns. The Investment
Manager with the assistance from the Investment Adviser
performs systematic risk analysis, including country and
industry specific risk monitoring, as well as stress testing. The
Board also regularly reviews reports from the Investment
Manager’s risk and compliance team.
Cybersecurity
The Company, together with its service providers (including
the Investment Manager, the Investment Adviser and the
Administrator), may be prone to operational, information
security and related risks resulting from failures of, or breaches
in, cybersecurity.
The Company benefits from the Investment Adviser’s Group
technology framework designed to mitigate the risk of a
cyber security breach. For key third-party providers, the Audit
Committee receives regular independent certifications of their
technology control environment.
Emerging Risks
The key emerging risks faced by the Company during the year under review were the impact of climate change,
geopolitical risk (as mentioned above), and technological advances. These emerging risks are discussed in detail
as part of the Company’s risk framework and management process to ensure emerging risks as well as well-known
risks are identified and mitigated as far as possible.
Climate Change
Investors can no longer ignore the impact that the world’s changing climate will have on businesses and their
customers. It is likely to have a potentially material impact on emerging market investment portfolio returns. The
energy transition to a low carbon economy may also provide attractive new investment opportunities. The Board
receives ESG reports from the Investment Adviser on the portfolio and the way financially material ESG considerations,
including climate change, are integrated into the investment decision-making, both to mitigate risk and to enhance
investment gains at the level of stock selection and portfolio construction.
Artificial Intelligence
The Board is also monitoring the potential risks on the portfolio and investee companies posed by the dramatic
progress of Artificial Intelligence (AI). Cyber-attacks (for example impersonation, spoofing and deepfakes) using
AI systems are a new type of threat that exploit limitations in underlying AI algorithms. In addition, the use of AI could
be a significant disrupter to business processes and whole companies leading to added uncertainty in corporate
valuations. The Board will work closely with the Investment Manager in identifying these threats and, in addition,
monitor the strategies of the service providers to address these concerns.
21
Environmental, Social and Governance (“ESG”)
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
ESG philosophy
The Company’s Investment Adviser believes that ESG
principles are crucial to developing resilient companies
and assets that deliver long-term value for investors. The
Investment Adviser is therefore committed to integrating
ESG into its investment process and philosophy.
The Investment Adviser seeks to derive returns by
investing in high-quality businesses. To assess the
quality of a business, it seeks to determine the long-term
sustainability of return on capital, potential scalability of
the business, execution capability of the management,
and the organization’s corporate governance culture.
These insights help the Investment Adviser to identify
great businesses that it seeks to invest in.
Since sustainability of returns and corporate governance
form an important element of the investment philosophy,
the Investment Adviser’s investment approach naturally
integrates ESG factors into the decision-making process.
The Investment Adviser seeks to identify businesses with
industry-leading environmental compliance practices
and those that demonstrate ethical business conduct
and fair dealings with stakeholders. The Investment
Adviser believes that a business with sustainable ESG
practices has a better chance of survival and growth in
the longer term. As part of the Company’s commitment
to responsible investing the Board are pleased that
the Investment Adviser is a signatory to The United
Nations-backed Principles for Responsible Investment
Initiative (PRI).
Environmental, Social and Governance (“ESG”) (continued)
22
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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 the
investment management and investment advisory
activities are conducted:
RESPONSIBLE
INVESTMENT
APPROACH
Recognising the potential
impact of businesses on
the environment and
communities
SUSTAINING VALUE
Enbabling sustained value
creation for the long-term
TRANSPARENCY
Communicating with our
stakeholders on key ESG
aspects at regular intervals
STEWARDSHIP
Collaborating with
stakeholders in building
sustainable business
practices
FUNDAMENTAL
RESEARCH
Evaluating and integrating the
impact of environmental, social
and governance factors into the
Company’s investment approach
ESG Governance
Accountability of the Investment Adviser’s responsible
investing strategies and policies lies with the Board,
Chief Investment Officer (CIO Office) and its ESG team,
while implementation rests with the investment teams
as they are encouraged to integrate ESG in the way
that best suits their investment style or asset class.
As part of its continuous improvement process, the
Investment Adviser has established an ESG Committee
(‘’Committee’’) that is entrusted with responsibility for
overseeing the implementation of the ESG Policy. The
Committee includes representatives from the CIO Office,
investment team, ESG team, operations and compliance.
The Committee is responsible for ensuring consideration
of ESG related factors in the relevant investment team
discussions, so that those factors are considered while
taking investment decisions. The following sets out the
Committee’s key responsibilities:
• emphasising the importance of environmental
measures, sustainability goals and performance, at
all levels of a business;
• providing best practice on the structure, policies and
regulations that impact a business;
• implementing and promoting common and
workable standards of corporate governance for a
business;
• maintaining, improving, and taking responsibility for
the implementation of the Company’s ESG policy;
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
• staying abreast of systemic risks related to ESG
issues, including climate change, to ensure that
appropriate action is taken to mitigate and adapt
to such risks;
• advancing responsible investing at the Investment
Adviser and furthering ESG capabilities and
outcomes in line with industry best practices;
• creating awareness and educating the investment
team and relevant stakeholders of their ESG
responsibilities and considerations; and
• reporting the Investment Adviser’s approach to
sustainability and responsible investing to the
relevant stakeholders and the PRI.
Commitment to ESG
As part of the Investment Adviser’s commitment to
responsible investing, the Investment Adviser is a
signatory to the United Nations backed Principles for
Responsible Investment Initiative (PRI). The PRI is a
network of international investors working together to
put the six Principles for Responsible Investment into
practice. Moreover, the Investment Adviser supports
the recommendations of the TCFD (Task Force on
Climate related Financial Disclosures) and it intends
to continue to promote increased transparency,
encourage the development of tools and methods to
manage climate (and associated biodiversity) related
risks and opportunities and contribute to the best
practices in the industry. The Investment Adviser refers
to the frameworks provided under the United Nations
Sustainable Development Goals and the UN principles
on Business and Human Rights in assessing the impact
of its portfolio companies’ products, policies, and
operations with respect to sustainability outcomes.
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
stakeholders. The Investment Adviser uses an internally
developed proprietary framework called ABLEx
TM
(Assessment of business longevity and excellence) for
its 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
d. Internal and external reporting
a. Identification and Screening
The initiation of the investment process begins
with a broad investible universe of businesses,
where investment opportunities are screened for
poor governance policies, poor ESG track records
(including material controversies) and weak business
characteristics. The investment universe is reviewed and
refreshed on a semi-annual basis to ensure the team is
abreast of any new addition or deletion.
b. Research and Assessment
The primary ESG research analysis relies on publicly
available data sources. However, as importantly critical
ESG insights are also derived from management
interactions, channel checks and factory visits. The
information gathered from these various sources are
mapped against the relevant ESG risk factors and
assessed under the ABLEx
TM
framework. This leads to
an understanding of the efficacy of a company’s ESG
policies and practices against the risks it faces. The
data provided by third party research providers is also
leveraged and combined with the Investment Adviser’s
own due diligence in the evaluation of the ESG practices
of a company.
Environmental, Social and Governance (“ESG”) (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
An example of ESG analysis
As investors in the semiconductor industry, we profile
our observations on ASM International, a Dutch
headquartered company specialising in the design,
manufacturing, sales and service of semiconductor
wafer processing equipment for the fabrication of
semiconductor devices.
ASM International NV
ESG Observations and Analysis
— ASM International has consistently reduced its
emissions intensity and has set an aggressive
target of a 90% reduction in its GHG score 1 and 2
emissions by 2035. It intends to become net zero
by 2035.
— Has set a target to maintain water withdrawal
intensity at its 2020 level. The company currently
withdraws 41% of its water requirements from high
or extremely highly water stressed areas.
— Has set a target of >90% waste diversion from
landfill by 2025, compared to a rate of 82%
achieved in 2023.
Our thesis
ASM provides very strong ESG disclosures and has set
important goals in regard to emissions, water usage
and waste disposal. We acknowledge the efforts taken
by the company towards limiting its environmental
footprint while maintaining and growing its operations.
Based on our assessment, we have assigned an ABLEx
ESG score of 8.1 out of 10 to ASM International. This has
been qualitatively factored into our valuations.
One of the areas we closely track for the company is
its water withdrawal from stressed areas. While the
company has made efforts towards saving water, we
will keep track of its water withdrawal in the context of
the impact it can have on the areas where it operates
and the sustainability of its operations.
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Indicative list of factors considered under our ESG assessment framework:
Environment
• Green House Gas emissions
• Waste management
• Natural resource utilisation
• Protection of biodiversity
• Environmental Opportunities
Social
• Employee benefits and
welfare
• Product safety to end users
• Workers’ 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
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
the Investment Adviser believes in the significant transformational power of capital and that how it is invested can
contribute positively to society and the environment. The Investment Adviser exercises its stewardship principles via
engagement and voting.
Engagement
The Investment Adviser believes the value of engagement is best derived from direct dialogue with companies in
which they invest. Hence, engagement forms an integral part of its ESG assessment process. The Investment Adviser
follows a proactive engagement approach whereby it interacts with the managements of its underlying portfolio
businesses to gain additional understanding and to encourage them to take the necessary steps that would impact
their businesses positively and enhance the latter’s value.
For businesses rated best in class, the Investment Adviser’s engagement approach centres around leveraging
opportunities for further enhanced value creation.
Conversely, the Investment Adviser also engages 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. It engages with businesses on a variety of issues including
ESG matters that present a potential material risk to their performance.
Environmental, Social and Governance (“ESG”) (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Examples of Engagement:
Case Study #1: Senco Gold - A leading jewellery
player in East India
The leading jewellery player, which was listed in 2023,
published very limited disclosures on environmental
and social factors in its offering document. We
engaged with Senco Gold to gain insights into its ESG
practices and to promote better ESG transparency for
future reporting purposes.
The engagement topics ranged from Senco Gold’s
thoughts on zero-waste policy, its intention to become
carbon neutral, the initiation of Project Green to reduce
emissions at the level of the craftsman and also its
efforts towards supporting rural development, youth
training and health-related initiatives.
Outcome: The engagement helped the Investment
Adviser make a fair assessment of Senco Gold ‘s
ESG practices. Based on the insights shared by
management, the Investment Adviser found Senco
Gold to be cognizant of its environmental and social
impacts and noted that it seems to be taking active
steps towards more sustainable operations. The
Investment Adviser assigned Senco Gold an ABLEx
ESG score of 7.3 out of 10. The Investment Adviser will
maintain close oversight of Senco Gold’s ESG-related
disclosures and engage when any clarifications are
needed.
Case Study #2: Intellian Technologies - a global
player in the satellite antenna industry based in
South Korea
This South Korean entity offered very limited
disclosures on environmental and social related issues
in its annual report. On account of limited disclosures,
Intellian was rated ‘poor’ by an ESG rating provider.
With the objective to encourage better disclosure the
Investment Adviser engaged with the company.
During the engagement, Intellian referenced its net
zero emission target by 2050 and its action plan
to achieve the latter. Intellian also highlighted its
intention to increase materially its share of renewable
energy consumption over the next decade.
Further, Intellian mentioned that it plans to publish its
first full ESG report in 2024.
Based on the insights derived from management, the
Investment Adviser assigned Intellian an ABLEx ESG
score of 6.5 out of 10.
Outcome: The engagement helped address key
questions relating to Intellian Technologies’ ESG
objectives and resulted in a commitment from the
entity to improve its disclosures. In contrast, relying
solely on third-party ratings would have led to an
inaccurate assessment of Intellian’s ESG practices. The
Investment Adviser welcomes Intellian’s’ approach
towards setting a net zero target with a clear action
plan. We will monitor the standard of the disclosures
of Intellian Technologies on an ongoing basis to
determine whether improvements are being made.
Voting
The Investment Adviser considers and votes on its
investment decisions with the objectives of maximizing
long-term investment returns and fostering best
corporate governance practices, social responsibility
and environmental stewardship. It adopts and
implements its voting rights and duties as per its internal
voting policy and procedures.
The Investment Adviser ensures that all its voting
decisions are taken in the best interests of its clients. Any
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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 always
cast the proxy votes in a manner consistent with the
best interests of the 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.
Voting Statistics 3 May 2023 to 31 March 2024
Particulars Number
Resolutions Eligible to Vote 322
Voted by the Company 322
% Participation 100%
% Resolution Voted Against 5.3%
The Investment Adviser had a 100% participation rate in
voting on portfolio companies’ resolutions. Of the total
resolutions, about 5% were voted against. These include
matters pertaining to director appointments, related
party transactions and inadequate disclosures.
d. Internal and external reporting
The Investment Adviser’s ESG team, which includes
dedicated ESG analysts and sector-level ESG analysts,
regularly reports its portfolio level ESG ratings (based
on both internal and third-party ratings), rating
changes in portfolio companies, engagement status,
ESG regulations updates etc. to the Board and to the
broader investment team. This helps the Board and the
investment team understand the portfolio‘s strengths
and identify the areas for improvement. Internal
reporting also includes details on portfolio performance
against key ESG risk factors, which can further be drilled
down to at a sector level analysis. This provides more
granular insights on the factors and sectors with scope
for improvement.
The Investment Adviser is committed to being
transparent with its investors, shareholders, and other
stakeholders about the Investment Adviser’s ESG
initiatives, success, and goals. Its reporting includes the
Investment Adviser’s UN annual PRI Transparency Report,
which describes its initiatives and progress during the
year as well as expected activities for the year to come.
Our most recent UNPRI assessment was for 2022 and is
available upon request.
The tables and graphics on the following pages show
some baseline key metrics for the Company’s portfolio
as of 31 March 2024. The Board report on these and other
ESG metrics annually going forward so shareholders
can assess the ESG performance of the Company and
its contribution to the overall quality of the investment
portfolio.
Environmental, Social and Governance (“ESG”) (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
13.5%
57.3%
29.3%
ABLEx ESG Score Distribution
5-7 7-8 >8
152
68%
32%
Portfolio Level Flags Distribution
Green Amber Red
Note: The ABLEx ESG score is derived from internal analysis and is based on the issuer
disclosures, insights from engagements, channel checks and involve the team’s
subjective assessment. The score ranges from Zero to Ten. An issuer is rated high
based on sector leading ESG practice, ESG goal setting, practices to address key ESG
risks among other factors. The chart has been segmented into 3 sections: A score
>8 would generally indicate sector leading practices. A score between 7-8 would
suggest a year-on-year improvement, with ESG practices slightly below the sector-
leader. A score below 7 would suggest limited ESG disclosures and/or practices. The
scores are also subject to sector specific nuance where issuers in sensitive sectors
would be rated lower based on the ESG risk associated with their operations. The
framework also has a flag-based rating system applied prior to scoring, where
companies with unsustainable practices or material controversies are assigned red
flags and are excluded from the universe and not rated. ESG Scores are not a reliable
indicator of current and/or future results or performance.
Notes:
Flag Categories Description
Good ESG disclosures and acceptable ESG
practices
Inadequate ESG disclosures or ESG practices
that require monitoring for improvement.
Unacceptable ESG practices and/or Material
Controversies.
No red flags in the portfolio
Note: The assignment of flags is based on subjective analysis of company disclosures
and comparison of key ESG metrics with the past reported data and peers.
Sector Level Flags Distribution
Sectors Green Amber % Green % Amber
Financials 144 54 73% 27%
Information Technology 135 44 75% 25%
Health Care 64 37 63% 37%
Industrials 155 75 67% 33%
Cons. Disc 191 81 70% 30%
Cons. Staples 89 60 60% 40%
Others 112 61 65% 35%
Total 890 412 68% 32%
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
External ESG ratings and Carbon Footprint
The Company’s portfolio has been assessed with a MSCI ‘A’ rating.
Note: Metrics shown are for information only. The ratings are computed based on the methodology provided by MSCI. The MSCI ESG Rating seeks to measure the resiliency
of portfolios to long term ESG risks and opportunities. A highly rated fund consists of issuers with leading or improving management of key ESG risks. MSCI ESG Ratings range
from CCC (laggard) to AAA (leader) and are a direct mapping of numerical ESG quality scores which range from 0 to 10. Individual Environmental, Social and Governance
Scores also range from 0 to 10. Fund ESG Ratings are not a measure of portfolio’s ESG values. ESG Ratings are not a reliable indicator of current and/or future results or
performance. The Fund takes into consideration sustainability risks and opportunities in the selection of securities of the Fund. However, the Fund does not seek to promote
ESG characteristics and does not have a sustainable investment objective.
The Company’s portfolio has been assessed as having
respectively a carbon footprint of 65% less, and a GHG
intensity of 41% less, than its EM benchmark.
0
100
200
300
400
500
600
700
800
PortfolioIndex
Carbon Footprint
750
262
Source: MSCI
MSCI’s Carbon Footprint Definition: The total annual Scope 1, Scope 2, and estimated
Scope 3 GHG emissions associated with 1 million EUR invested in the portfolio.
Companies’ carbon emissions are apportioned across all outstanding shares and
bonds (based on the most recently available enterprise value including cash).
* 90.18% of the portfolio covered by MSCI
0
200
400
600
800
1000
1200
1400
PortfolioIndex
GHG Intensity
1331
789
Source: MSCI
MSCI’s GHG Intensity Definition: The portfolio’s weighted average of its holding
issuers’ GHG Intensity (Scope 1, Scope 2 and estimated Scope 3 GHG emissions/EUR
million revenue). *90.18% of the portfolio covered by MSCI
Section 172 Statement
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
The Directors consider that in conducting the business
of the Company over the course of the period they have
complied with Section 172(1) of the Companies Act 2006
(the ‘Act’) by fulfilling their duty to promote the success
of the Company and to act in the way they consider, in
good faith, would be most likely to promote the success
of the Company for the benefit of its members as a whole,
whilst also considering the broad range of stakeholders
who interact with and are impacted by the Company’s
business, especially with regard to major decisions.
The Company is an externally managed investment
company and therefore it does not have any employees
or customers in the conventional sense. Accordingly, it
appoints external service suppliers to fulfil a range of
functions, including investment management, company
secretarial, administration, public relations, corporate
brokering and custody services. The Board maintains
ultimate responsibility for stakeholder engagement. The
Board performs its role as outlined in the schedule of
matters reserved for the Board, taking into account the
interests of key stakeholders. This schedule is available
for inspection at the registered office of the Company
and on the Company’s website at https://awemtrust.
com. The key stakeholders are identified in the diagram
below:
Key stakeholders
The Board is cognisant of the need to foster the
Company’s business relationships with its key
stakeholders through its stakeholder engagement
activities as described below.
Shareholders
Investment Manager
and Investment
Adviser
Investee Companies
Other Key Service
Providers
Company
Stakeholder engagement
The Company’s Ordinary Shares commenced trading
on the London Stock Exchange (“LSE”) on 3 May 2023.
The Board is mindful that there should be an active,
liquid market in the Company’s shares. As a closed-
ended fund listed on the premium segment of the main
market of the LSE, reasonable liquidity is expected in
normal market conditions. The Board recognises the
importance of Shareholders being able to sell at a price
that is not disadvantageous to them and the premium/
discount to net asset value at which the Company’s
Ordinary Shares trade is continuously monitored. Aware
of shareholder demand, the Board has established a
share issuance programme whereby during the period,
1,663,530 new shares have been issued by way of a
block listing, generating additional funds of £1,693,380.
Post period end to 7 June 2024 a further 650,000 shares
were issued raising a further £741,700. During the period,
the Company made one block listing application for
10,000,000 new Ordinary Shares on 26 May 2023. The
Ordinary Shares may be issued inter alia to satisfy
market demand and for the purposes of managing the
premium to net asset value (cum income) per Ordinary
Share at which the Ordinary Shares are trading.
The Company has a redemption facility through which
Shareholders may request the redemption of all or
part of their holding of Ordinary Shares for cash on the
last business day in December each year. This annual
redemption facility is subject to the final approval of
the Board, with the Directors minded to approve all
valid redemption requests unless there are exceptional
reasons why this would be contrary to the interests of
shareholders. On 14 December 2023, the Company
announced that 14,014 valid redemption requests had
been received for the 29 December 2023 Redemption
Point (representing 0.04% of the issued share capital at
that point).
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Shareholder engagement
The Board actively promotes engagement with the
Company’s shareholders through various channels.
The Board encourages all shareholders to attend and
vote at the AGM; the Company’s first AGM will include
a presentation from the Investment Manager and
provides an opportunity for shareholders to engage
directly with the Board and the Investment Manager.
The Board maintains regular contact with shareholders
through the Investment Adviser and Corporate Broker’s
programme of shareholder meetings. Both report back
to the Board on their findings, questions, or concerns for
the Board’s consideration. The Board has directly met
with various major shareholders in June 2023 and on
several subsequent occasions throughout the reporting
period at events organised by the Investment Adviser
and the Corporate Broker.
The Company communicates with shareholders
through its half-yearly and annual financial reports,
monthly factsheets and other announcements which
together provide shareholders with a comprehensive
insight into the Company’s progress and results.
Shareholders are encouraged to visit the Company’s
website (https://awemtrust.com/) where they can find
useful information and documents such as monthly
factsheets, investment research, interviews with the
Investment Manager, details on the Company’s ESG
policy and the annual and half-yearly financial reports.
Investment Manager and Investment
Adviser
The Company’s business model is such that it has no
employees and relies on services provided by third party
providers to manage the Company’s operations.
The Investment Manager and Investment Adviser are the
most significant service providers to the Company and
a description of their roles can be found on pages 58
to 60. As permitted by the terms of the Investment
Management Agreement, the Investment Manager
has, with the consent of the Company, appointed the
Investment Adviser to provide certain non-binding and
non-exclusive investment advisory services. The Board
receives regular reports from the Investment Adviser,
discusses the portfolio at each Board meeting and
maintains a constructive dialogue between meetings.
A representative of the Investment Manager and the
Investment Adviser attend all Board meetings. The
Investment Manager’s remuneration is only by way of
an Alpha Fee subject to the Company delivering excess
returns above the MSCI Emerging Markets (GBP) Index
over discrete three-year periods. Any such Alpha Fee
is only paid out in shares of the Company of which
50% are subject to a three-year lock-up period. This
serves to align more closely the Investment Manager’s
interests with those of Shareholders. The Management
Engagement Committee reviews the performance of the
Investment Manager, its remuneration and discharge of
its contractual obligations at least annually.
Prior to the Company’s IPO, members of the Board had
several detailed discussions with the Investment Adviser
and also engaged in a due diligence trip to Singapore
to visit the Investment Adviser’s offices and meet key
members of their senior management team. Following
the IPO, the Board has also conducted further regular
meetings and conference calls with the Investment
Manager as well as the Investment Adviser’s research
and compliance and operation teams in Singapore,
India, Madrid and London to facilitate an ongoing
understanding of how they each operate. The Directors
have been positively reassured by observing the work
and internal controls of the Investment Manager and
Investment Adviser as well as their interactions with
both investee companies and shareholders.
Other Key Service Providers
In ensuring the smooth operation of the Company, the
Board also monitors the performance of its other service
providers such as the Company’s Corporate Broker,
Administrator, Company Secretary, Public Relations
Consultant, Legal Adviser and Custodian (details of the
activities of the Management Engagement Committee
are outlined on page 43) and maintains regular contact
through direct reports at Board meetings or through
Section 172 Statement (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
the Company Secretary. To facilitate the maintenance
of the Company’s reputation and high standards of
business conduct, the Board is provided with regular
reports from the Corporate Broker and Company
Secretary alerting the Board to any recent and
forthcoming changes in regulation and market practice,
as well as any reputational risks. The Investment Adviser
and Investment Manager also provide the Board with
quarterly reporting on the material risks faced by the
Company. The Company’s approach to overseeing the
internal controls of each of its service providers can be
found on pages 46 to 50.
Investee companies
As an investment trust with no trading activity,
the Company has no direct social, community, or
environmental responsibilities. However, the Company
does have such responsibilities through its investment
portfolio. The Company is a long-term investor, and
the Investment Manager and Investment Adviser
incorporate ESG considerations into their analysis and
decision-making processes. The Company’s ESG Policy
can be found on page 21 which explains how ESG matters
have influenced its investment decisions.
Board’s key decisions
The Board’s key decisions during the period under review
included:
• the approval of the Company’s IPO, which completed
successfully on 3 May 2023.
• the share issuances programme that was introduced
to meet demand, further details of which can be
found on page 4.
• the reduction of the Company’s share premium
account, which became effective following the
Court’s approval and the subsequent registration of
the Court order with the Registrar of Companies on
25 September 2023.
• the first use of the Company’s annual redemption
facility on 29 December 2023, under which 14,014
Ordinary Shares (representing 0.04% of the total
shares issued in the period) were redeemed.
• an ongoing focus on minimising Company costs
given the relatively small size of the Company’s
asset base.
• Putting in place a power of attorney which sets
out the terms of the delegated authority to the
Investment Manager to execute all documentation
in connection with any unlisted or unquoted holding.
Significant events
There were several significant events which took place
during the period to the date of this report that the Board
would like to highlight:
• The Company undertook a successful IPO on
3 May 2023, the first and only premium-listed
main market investment trust IPO since 2021 and
the first equity-focused investment trust to launch
since 2018.
• The Company has delivered a NAV total return of
11.81% over the period between 3 May 2023 to 31 March
2024, outperforming the Company’s benchmark
MSCI EM (GBP) Index by 3.87%. For the purposes of
the Alpha Fee the calculation period for comparative
performance against the Company’s benchmark
began on 12 May 2023 when the Company was 89%
invested.
• Demand for the Company’s shares meant that
over the period shares have often traded at a
premium. The Board was, therefore, able to employ
a programme of share issuance from October
to December 2023 to facilitate the growth of the
Company and ensure that the level of premium is
not excessive in normal markets.
• During the period, the Company issued 1,663,530 new
Ordinary Shares by way of a block listing generating
additional net funds of £1,693,380. The Company
made one block listing application of 10,000,000 new
Ordinary Shares throughout the financial period.
An additional 650,000 Ordinary Shares were issued
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
across five separate issues in May and June 2024,
raising another £741,700.
• As referenced in the Chair’s statement, following the
announcement by Asia Dragon Trust plc on 21 May
2024 that it was initiating a full strategic review of
its future, the Company announced that it intends to
participate in that process.
Conclusion
The Directors have considered their duty under Section
172 when making decisions throughout the financial
period. The Board of Directors has sought to consider
the best interests of the Company’s Shareholders, to
understand their views and to promote transparency.
The Directors see this as crucial to fulfilling their duty
under Section 172.
Other Information
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Exercise of voting powers and stewardship
code
The Board has delegated to the Investment Adviser the
power to vote on behalf of the Company at shareholder
meetings of investee companies. In the first year of its
operations the Company has not made a decision to
become a signatory to the UK Stewardship Code. The
Investment Manager’s investment process includes
research into the corporate governance and ESG
practices of potential investee companies, regular
shareholder engagement and active stewardship. The
Investment Adviser’s ESG, corporate governance and
voting policy and conflicts of interest policy are reviewed
by the Board annually.
Modern slavery disclosure
The Board acknowledges the requirement to provide
information about human rights in accordance with the
UK Modern Slavery Act. The Board conducts the business
of the Company ethically and with integrity and has a
zero-tolerance policy towards modern slavery in all its
forms. As the Company has no employees, its Directors
are non-executive and all functions are outsourced,
there are no further disclosures to be made in respect of
employees and human rights.
Whilst as at period-end the Company does not meet
the criteria requiring the publication of a modern
slavery statement, the Board believes that voluntary
disclosure is good practice and demonstrates the
Company’s commitment to its values. The Company’s
modern slavery statement can therefore be found on
the Company’s website.
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 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 31 March 2024,
the Company had three non-executive Directors, of
whom two are male and one is female. The Board’s policy
on diversity is contained in the corporate governance
report (see page 44 and 45).
Viability statement
The Board has assessed the viability of the Company
for the period to 30 June 2027 (the “Viability Period”).
The Board believes that the Viability Period, being
three years, is an appropriate time frame over which
to assess the viability of the Company, given the long-
term nature of its investment strategy, the track record
of the Investment Manager and the mitigation of the
principal and emerging risks outlined on pages 18 to 20.
Based on this assessment, the Board has a reasonable
expectation that the Company has the resources that
will enable it to operate and to meet its liabilities as they
fall due over the Viability Period.
35
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
In its assessment of the prospects of the Company, the
Board took into consideration the Company’s business
model, income and expenditure projections. The Board
also considered the Company’s liquidity and solvency,
noting its investment portfolio which comprises readily
realisable securities, which could, if necessary, be sold
to meet the Company’s funding requirements. While the
Investment Manager can invest in unquoted companies,
such investments are subject to a strict limit of 10% of the
portfolio. The Investment Manager has a preference to
invest only in any unlisted companies if it is evident that
the company will be undertaking an IPO and becoming
a public listed company within a short period of time
following the investment. The company does not invest
in, nor have any long-term private equity commitments.
The Company has no employees, and the Board
consists solely of non-executive Directors. As a result,
there are no redundancy or other employment related
liabilities or responsibilities which are required from the
Company. The Company relies on outsourced service
providers for the majority of its activities, and these are
all on contracts with defined terms, including termination
clauses with defined notice periods. The internal control
framework of the Company as well as those of its service
providers are subject to a formal review on at least an
annual basis.
The Board meets on a quarterly basis to discuss
performance, portfolio changes, market developments,
level of premium or discount to NAV and share buybacks
and share issues. During the period under review, the
Company received redemption requests in respect of its
redemption facility of 14,014 ordinary shares, representing
0.04% of the total shares issued in the period. However,
this was offset by the level of share issuances undertaken
(1,663,530 shares issued representing 5.4% of the total
shares in issue immediately following IPO) as well as the
Company’s positive performance during the period to 31
March 2024. The Company has delivered organic growth
through the performance of the underlying investments
as well as through a number of share issuances.
The Board does not expect there to be any significant
increase in the annual ongoing charges of the Company
over the Viability Period and as the Company grows its
NAV the Ongoing Charges Ratio is expected to decline.
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.
As part of its review the Board considered the impact of
a significant and prolonged decline in the Company’s
performance and prospects. This included a range of
plausible downside scenarios such as reviewing the
effects of substantial falls in the investment value of the
Company’s portfolio and any subsequent impact on the
Company’s Ongoing Charges Ratio.
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 Chair’s
Statement on pages 5 and 6 and Investment Manager’s
Report on pages 10 to 12.
For and on behalf of the Board
Martin Shenfield
Chair of the Board
17 June 2024
Investment Team
36
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Prashant Khemka
Prashant founded White Oak Capital Management in June 2017. Prior to this he was the
CIO and lead portfolio manager of the GS India Equity Strategy at Goldman Sachs Asset
Management (GSAM) during March 2007 to March 2017, and also for the Global Emerging
Markets (GEM) Equity Strategy during June 2013 to March 2017. As lead PM, he managed
all mutual funds and separate accounts under these strategies. Prashant started his
professional investing career in 1998 at SSGA in Boston as senior portfolio officer of
Enhanced International equity in the quant group. He started his career at GSAM in 2000
as a research analyst in US Growth Equity, and by 2004 he rose to become Senior Portfolio
Manager and Co-Chair of the Investment Committee. Prashant returned to Mumbai in 2006
to start GSAM’s India business and served as the CIO and CEO/Co-CEO of their domestic
Asset Management Company. In 2013, in addition to India he was also made the CIO and
lead PM of GEM equity strategy. He won several accolades as the CIO and Lead PM of the
GS India Equity team. He and his fund won several awards including an AAA rating from
Citywire and an Elite rating from Fund calibre among others. Prashant graduated with
honors from Mumbai University with a BE in Mechanical Engineering and earned an MBA in
Finance from Vanderbilt University, where he received the Matt Wigginton Leadership Award
for outstanding performance in Finance. He was awarded the CFA designation in 2001 and
is a fellow of the Ananta Aspen Centre, India.
Fadrique Balmaseda
Fadrique is responsible for covering the Consumer Discretionary, Industrials and Metals &
Mining sectors. He has over ten years of experience in investment management. Prior to
joining White Oak, Fadrique worked as Portfolio Manager at Chronos Global Equity, focusing
on global equities. Before that, Fadrique was at Goldman Sachs Asset Management in
London, where he worked as an Equity Analyst for Goldman’s Emerging Markets Equity
Team. He holds a double degree in Law and Business administration from ICADE University
in Madrid.
Wen Loong Lim
Loong has ten years of investment experience and currently covers Semiconductors and
Tech Hardware at White Oak. His previous position prior to joining White Oak in 2022 was
with Maitri Asset Management as a Senior Equity Analyst. Loong started his career at M&G
Investments in London where he spent seven years on the Global Emerging Markets team.
He was a generalist across sectors and geographies but developed a deep understanding
of the tech and industrial sectors, particularly in North Asia. During his time at M&G, Loong
developed from an analyst to a deputy fund manager, finally managing M&G’s China
Strategy before leaving the company to return to Singapore. Loong read Philosophy, Politics
& Economics at the University of Warwick. He is a CFA Charterholder.
37
Board of Directors
GOVERNANCE
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
The Board comprises three Directors, all of whom are non-executive and independent of the Investment Manager.
The Directors are responsible for the determination of the Company’s Investment Policy and the overall supervision of
the Company. The Directors bring complementary skills to the Board, as well as a broad range of relevant experience
to meet the Company’s requirements. Their biographies are given below.
Martin Shenfield (non-executive Chair and Chair of
the Nomination Committee)
Appointed
With effect from 3 April 2023.
Skills and experience
Martin Shenfield has over 35 years’ experience in the
asset management industry which includes managing
both institutional and retail funds and overseeing
global asset allocation, as well as holding several senior
management positions. He is currently managing
director of investment strategy at TS Lombard as well as
acting as a general adviser to various family offices and
funds. He has extensive experience of and expertise in
the Asia Pacific and broader EM capital markets. He is
also a specialist in Emerging Markets macroeconomics
and is also well versed in the analysis of Emerging
Markets sectors and companies. Mr Shenfield holds an
MA in Classics and History from Cambridge University.
He was until September 2019 a director of the Martin
Currie Asia Unconstrained Trust plc and is currently a
non-executive director of the JPMorgan Japan Small
Cap Growth & Income Plc.
Other current roles
• Managing director at TS Lombard
• Non-executive director at JPMorgan Japan Small
Cap Growth & Income Trust Plc
Howard Pearce (Chair of the Audit Committee and
Senior Independent Director)
Appointed
With effect from 3 April 2023.
Skills and experience
Howard Pearce has a B.Sc Honours degree and
undertook postgraduate research at Liverpool University.
He has over 35 years’ prior experience in corporate
finance and investment management. This includes
being Chair of the Audit Committee of Menhaden
Resource Efficiency PLC; Chair of the Pension Boards,
the overseeing Audit Committees, of the Avon, Berkshire,
and Wiltshire Pension Funds and Chair of the Audit
Committee of a UK Trust Port and UK NHS charity. He
also chaired the Columbia Threadneedle Global Asset
Management Responsible Investment Advisory Council
(advising on its emerging market equity fund) and was
Head of the Environment Agency Pension Fund and
member of its Investment Committee with responsibility
for asset allocation and external asset manager
selection for emerging market investments. Earlier in
his career, he was Head of Corporate Planning for the
Environment Agency and National Rivers Authority. He
is the founding Director of HowESG Limited, a specialist
consultancy business.
Other current roles
• Chair of Menhaden Resource Efficiency PLC
• Founder and Director at HowESG Limited
Board of Directors (continued)
38
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Tanit Curry (Chair of the Management Engagement
Committee)
Appointed
With effect from 3 April 2023.
Skills and experience
Tanit Curry was formerly a managing director at
Morgan Stanley, with a record of running successful
Asian equities businesses in both Asia and Europe. Tanit
was a stockbroker who specialised in Asian equities
and capital markets, having advised professional fund
managers and corporates in their investments and
international fund-raising efforts for over 30 years.
Previously, she was a non-executive director of a B2B
education software company Nursery Book Ltd, an
advisor to a Singapore based ed-tech company Noodle
Factory, and an advisory board member of the Master of
Finance, Imperial College Business School. Tanit is also
an angel investor in early-stage businesses in the UK.
Tanit is currently a non-executive director at a consumer
tech company Envolve Technology Limited.
Other current roles
• Non-Executive Director at Envolve Technology
Limited
39
Corporate Governance
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Introduction
The following report explains how the Board is organised
and operates, including the roles and composition
of each of its Committees, and provides detail on the
policies and procedures that have been implemented to
facilitate the effectiveness of the Company’s corporate
governance framework. The Board has been guided by
the best practice principles established by the Financial
Reporting Council (FRC), which it has continued to adopt
and, importantly for an investment company, the AIC
Code of Corporate Governance 2019 (the “AIC Code”).
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 AIC Code
addresses the Principles and Provisions set out in the UK
Corporate Governance Code (2018), as well as setting
out additional Provisions on issues that are of specific
relevance to the Company. The AIC Code is available
on the AIC website (www.theaic.co.uk). It includes an
explanation of how the AIC Code adapts the Principles
and Provisions set out in the UK Corporate Governance
Code (2018) to make them relevant for investment
companies.
The UK Corporate Governance Code includes provisions
relating to the role of the chief executive; executive
directors’ remuneration; and the need for an internal
audit function. For the reasons set out in the AIC Guide,
and as explained in the UK Corporate Governance Code,
the Board considers these provisions are not relevant
to Ashoka WhiteOak Emerging Markets Trust plc,
being an externally managed investment company.
All the Company’s day-to-day management and
administrative functions are outsourced to third parties.
As a result, the Company has no executive directors,
employees, or internal operations. The Company
has therefore not reported further in respect of these
provisions.
The Company has complied with the recommendations
of the AIC Code except for the establishment of a
remuneration committee. Due to the size of the Board and
the fact that this is the Company’s first financial period,
the Board does not currently consider it necessary to
have a separate remuneration committee and instead
deals with remuneration matters at Board level.
The Board
Board Leadership, Culture and Purpose
The Board is led by Martin Shenfield as Chair and is
responsible for the overall management and leadership
of the Company. The Board views its purpose as being to
set and execute the Company’s investment objective by
working in partnership with the Investment Manager to
invest primarily in securities admitted to trading on any
stock exchange (which may include stock exchanges in
Developed Markets) that provide exposure to companies
that are domiciled in Global Emerging Markets, or that
are domiciled in Developed Markets but, at the time of
investment, derive a majority of their economic value,
revenues or profits from, or whose assets or cost base
are mainly located in, Global Emerging Markets.
The Chair has responsibility for the organisation of the
business of the Board, ensuring its effectiveness and
setting its agenda. The Company’s investment objective
is detailed on page 2 and in the Investment Policy on
page 14.
The Board encourages a culture of openness,
independence, engagement and mutual respect of
each member’s experience and professionalism. The
Board monitors its own culture, practices and behaviour
on a continual basis and the Chair encourages each
Board member to question, debate and challenge
recommendations not only from the Company’s key
service providers but also from each other. Issues raised
are considered by the Board and any required actions
are closely monitored for remedial implementation.
The results of the annual performance evaluation (see
page 43 for further details) reflect that the Board has
acted in an effective manner over the period under
review.
Corporate Governance (continued)
40
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
The Board also recognises the importance of
implementing established procedures and written
policies in embedding the desired culture within the
operations of the Board and the wider Company.
To that effect, the Board has adopted appropriate
procedures to manage access to independent advice
and to prevent any potential conflicts of interest and
has approved policies on anti-bribery, anti-facilitation
of tax evasion, privacy breaches, cyber-security, share
dealing, diversity, tenure and succession planning. All
procedures and policies are reviewed on at least an
annual basis to ensure they remain appropriate to the
Company’s needs and are effective in encouraging
behaviours and practices that align with the Company’s
culture and objectives.
An established and consistent risk monitoring
and oversight framework forms a vital part of the
Company’s culture. The Board, with the support of the
Audit Committee, has adopted a holistic approach
to risk management and has worked closely with the
Investment Manager, Investment Adviser and Company
Secretary to establish a comprehensive identification,
monitoring and controls framework of the principal and
emerging risks facing the Company. Material risks are
reviewed by the Board on a quarterly basis and the Board
has worked diligently with the Investment Manager
and Administrator to establish appropriate investment
decision-making and financial processes and controls
to support the Company in effectively pursuing its long-
term strategic objectives.
The Company’s culture also incorporates the values,
attitudes, and behaviours it manifests in its operations
and relations with its stakeholders. Since the inception of
the Company, the Board has encouraged collaboration
between key service providers and has met regularly with
the Investment Manager, Investment Adviser, Company
Secretary and Administrator to support constructive
working relationships and a clear delineation of
responsibilities between each party. The Board also
maintains regular contact with shareholders through the
Investment Adviser and Corporate Broker’s programme
of shareholder meetings and emphasises meeting
directly with shareholders to ascertain their views on
the direction and progress of the Company towards
its objectives. Separately, the Board understands the
importance of the Company’s social, community and
environmental responsibilities through its investment
portfolio. The Company is a long-term investor, and
the Investment Manager and Investment Adviser
incorporate ESG issues into their analysis and decision-
making processes. Quarterly ESG reporting is provided
to the Board to facilitate consideration and oversight of
such matters on behalf of the Company.
Division of responsibilities
Matters Reserved for the Board
The Directors have adopted a formal schedule of matters
reserved for the Board which sets out the responsibilities
of the Board. These matters include:
• Responsibility for overall management and
leadership of the Company;
• Setting the Company’s investment objective
and investment policy, including any investment
restrictions (subject to any necessary shareholder
approvals). Consideration of any change of
investment policy, long-term objectives or
commercial strategy;
• Reviewing the appointment, terms of engagement
and removal of the Investment Manager, Investment
Adviser, Company Secretary, Auditor, and other key
service providers;
• Ensuring that an appropriate system of internal
control and risk management is in place and
reviewing the effectiveness of the Company’s overall
internal control arrangements and processes;
• Review and approval of the Company’s budget
(considering the recommendations of the Audit
Committee as appropriate);
• Approval of material contracts entered into, varied,
or terminated by the Company;
41
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
• Determining the remuneration of the Directors and
agreeing the Remuneration Policy of the Company.
• Review of the Company’s corporate governance
processes and arrangements;
• Approval of Board policies;
• Overseeing marketing activity.
Company secretarial and administration services
have been delegated to JTC (UK) Limited. Acorn Asset
Management Limited is responsible for management of
the Company’s assets and is the appointed AIFM for the
purposes of the UK AIFM Regime.
Composition
At the date of this report, the Board consists of three non-
executive directors including the Chair. Martin Shenfield,
Howard Pearce and Tanit Curry were appointed on
3 April 2023. Howard Pearce was appointed Senior
Independent Director of the Company with effect from
3 April 2023.
William Saunders and Alan Sauvain were previously
appointed as Directors on the date of the Company’s
incorporation on 15 March 2023 and both resigned on
3 April 2023.
The Board believes that during the period ended
31 March 2024 its composition was appropriate for an
investment company of the Company’s nature and size.
As disclosed on pages 37 and 38, the Board collectively
has extensive investment trust experience and expertise
in EM capital markets. Through the Audit Chair, the
Board also possesses a comprehensive understanding
of environmental asset stewardship and ESG matters
to facilitate effective oversight of ESG integration and
stewardship within the Company’s investment portfolio.
All of the Directors are independent of the Investment
Manager and the Company’s underlying holdings
and no Directors were appointed to the Board by the
Investment Manager. All Board members are able to
allocate sufficient time to the Company to discharge
their responsibilities effectively and all actively
participate in Board meetings, provide constructive
challenge, specialist advice and strategic guidance.
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.
Any recruitment decisions for new Directors will be made
by the full Board on a collective and independent basis.
Upon joining the Board, any new Director will receive 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 prospective Director’s time and
any significant time commitments will be taken into
consideration prior to appointment. Additional external
appointments will not be undertaken without prior Board
approval.
Independent advice
The Board has also established procedures whereby
Directors wishing to do so in the furtherance of their
duties may take independent professional advice at the
Company’s expense.
All Directors also have access to the advice and services
of the Company Secretary.
Conflicts of interest
In accordance with the Companies Act 2006, the
Company has put in place procedures to deal with any
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’ 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
Corporate Governance (continued)
42
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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
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 can 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 has established three Committees, each
consisting of three independent non-executive directors.
The responsibilities of these Committees are described
below. Terms of reference for each committee have
been approved by the Board and are available on
the Company’s website (https://awemtrust.com/). In
addition to the Chair of the Board, a Senior Independent
Director is appointed as an alternative point of contact
for Shareholders and leads on matters where it is not
appropriate for the Chair to do so. The Board considers
matters relating to remuneration.
Audit Committee
Chaired by Howard Pearce
Management Engagement
Committee
Chaired by Tanit Curry
Nomination Committee
Chaired by Martin Shenfield
Key Responsibilities:
• reviewing and monitoring the
integrity of the Company’s
quarterly management accounts
and half-yearly and annual
financial statements;
• reviewing the Company’s internal
financial controls and internal
control and risk management
systems;
• conducting the tender process for
the external audit and approving
the remuneration and terms of
engagement of the Auditor; and
• monitoring the Auditor’s
performance; and
• reviewing the annual budget
and accounting policies of the
Company.
Key Responsibilities:
• consideration of the performance
and terms of appointment of the
Investment Manager and the
Company’s other service providers;
and
• review of the terms of the Investment
Management Agreement.
Key Responsibilities:
• identifying and nominating to
the Board new Directors;
• undertaking an annual
performance evaluation of the
Board and its committees;
• Undertaking a performance
evaluation of the Chair of
the Board (led by the Senior
Independent Director);
• succession planning, including
a review of the Company’s
tenure and succession policies.
43
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Audit Committee
All the Directors are members of this 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. Mr Pearce is
the Chair of the Audit Committee.
During the period, the Committee considered the
independence and objectivity of the Auditor and
reviewed the Company’s first half-yearly financial
reports. The Committee also reviewed the Company’s
internal financial controls and the internal control and
risk management systems of its service providers. The
Committee also conducted a thorough review of the
risks facing the Company and regularly conducted
analysis of the Company’s budget, IPO expenses and
quarterly management accounts.
Management Engagement Committee
All the Directors are members of this committee. The
Management Engagement Committee meets at least
once a year or more often if required. During the period,
the Committee carried out a review of the terms of
appointment, performance, and responsibilities of
each of the Investment Manager, Investment Adviser,
AIFM and Company Secretary. The Committee noted
the progress that had been made by each provider in
establishing an effective service offering since the date
of the Company’s inception and provided guidance
as to further areas of development. Following the
Committee’s recommendation, the Board agreed that
the continued appointment of these providers is in the
best interests of the Company and its shareholders.
A review of the performance of the Company’s other key
service providers, including the PR relations consultant,
Corporate Broker, Custodian, Registrar and Legal Adviser,
was also carried out by the Committee. The Committee
noted feedback from the Investment Manager and
Company Secretary and made recommendations
where necessary to ensure that high standards of
service continue to be provided to the Company by its
service providers.
Nomination Committee
All the Directors are members of this committee. The
Nomination Committee meets at least once a year or
more often if required. During the period, a formal annual
performance evaluation of the Board and its committees
as well as of the Chair of the Board was carried out
through an assessment process led by the Nomination
Committee Chair. The process was conducted through
the completion of questionnaires tailored to suit
the nature and needs of the Company. Overall, the
Board was determined to be functioning effectively
in meeting the challenges and requirements of the
Company. Areas of strength included the Board’s clear
understanding of and contribution towards achieving
the objectives of the Company, the effectiveness of the
Board’s engagement with shareholders, the constructive
support and oversight of the Investment Adviser’s
investment strategy and portfolio construction, and
the adoption of proactive governance strategies over
the first year of the Company’s development. Areas for
improvement included the potential for better service
provider coordination and thus enhanced operational
efficiencies as well as further development of the
Company’s marketing and sales materials.
An appraisal of the Chair was also carried out, led by
the Senior Independent Director. The Chair’s aptitude
in leading the Company as an experienced fund
manager and investment strategist was noted and
positive feedback was also received for his effective
and collaborative leadership of the Board. Opportunities
for enhanced communication with the Investment
Manager’s wider research and operations teams were
identified as an area for further consideration as the
Company grows in scale.
Corporate Governance (continued)
44
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Meeting attendance
Quarterly
Board
Meetings
Ad hoc Board
Meetings
Audit
Committee
Nomination
Committee
Management
Engagement
Committee
Number of meetings held 4 6 4 1 2
Martin Shenfield 4/4 5/6* 4/4 1/1 2/2
Howard Pearce 4/4 5/6* 4/4 1/1 2/2
Tanit Curry 4/4 5/6* 4/4 1/1 2/2
William Saunders* 0/0 1/6 0/4 0/1 0/2
Alan Sauvain* 0/0 1/6 0/4 0/1 0/2
* William Saunders and Alan Sauvain were appointed as the first directors on incorporation of the Company and subsequently resigned with effect from the end of the
Company’s first Board meeting held on 3 April 2023. Martin Shenfield, Howard Pearce and Tanit Curry were appointed as directors with effect from the end of that same
Board meeting held on 3 April 2023.
Board diversity
The Board is aware of the Hampton Alexander Review
on board gender diversity, the Parker Review on ethnic
diversity and the requirements of the FCA’s policy
statement on diversity and inclusion on company
boards and executive management.
The Board currently comprises three Non-Executive
Directors of which two are male and one is female.
Summary biographical details of the Directors, including
their relevant experience, are set out on pages 37 and
38. The Company has no employees beyond its Non-
Executive Board, with executive management provided
by its Investment Manager.
The Board notes the FCA Listing Rule requirements
(Listing Rule 9.8.7 R) which set out targets for board
diversity as follows:
• at least 40% of board members to be women;
• at least one senior board position (Chair, chief
executive officer (CEO), senior independent director
or chief financial officer (CFO)) to be held by a
woman; and
• at least one individual on the board to be from a
minority ethnic background, defined to include those
from an ethnic background and/or an ethnic group,
other than a white ethnic group, as specified in
categories recommended by the Office for National
Statistics.
It is noted that, as an externally managed investment
trust there is no CEO or CFO and therefore, as allowed by
the rules, the Company does not need to report against
this target as it is not applicable. However, the Board
considers that the Chair of the Company, Chair of any
of the Company’s Committees and Senior Independent
Director to be senior positions in the Company. The
below table sets out the Company’s Board against these
targets. The data was collected on a self-identifying
basis.
The Board considers that three Non-Executive Directors
are sufficient for a Company of the current size. It was
noted by the Board that, as at 31 March 2024 and at
the time of signing of these financial statements, it did
not meet the first target on gender diversity whilst it
did meet the second as the Chair of the Management
Engagement Committee is a woman and the third as
one member of the Board is from a minority ethnic
background. The Board is committed to meeting the
Listing Rule target set out above and has agreed to
consider gender diversity as part of its recruitment
criteria when appointments are made, in-line with the
Company’s future growth. The Board will also ensure
that its chosen recruitment process provides access to
a suitably diverse pool of candidates for consideration
for appointment.
45
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Board Diversity as at 31 March 2024
Gender
Number of
Board
members
Percentage
of the
Board
Number of
senior
positions on
the Board
Men 2 67 4
1
Women 1 33 1
2
Prefer not to say – – –
Ethnic background
Number of
Board
members
Percentage
of the
Board
Number of
senior
positions on
the
Board
White British
or Other White
(including
minority-white
groups)
2 67 4
1
British Chinese 1 33 1
2
1
Mr Shenfield is the Chair of the Company and Nomination Committee Chair.
Mr Pearce is Audit Committee Chair and Senior Independent Director.
2
Mrs Curry is Management Engagement Committee Chair.
Appointments to the Board are based on merit with
due regard to the benefits of diversity. The Board
considers many factors, including the balance of skills,
knowledge, experience, gender, ethnicity, cognitive and
personal strengths when reviewing its composition and
appointing new Directors. The aim of the policy is to
identify those with the best range of skills and experience
to complement existing Directors to provide effective
oversight of the Company and constructive support and
challenge to the Investment Manager and Investment
Adviser.
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 July 2024. The
Board’s policy on tenure is that continuity and experience
are considered to add significantly to the strength of
the Board and, as such, no limit on the overall length
of service of any of the Company’s Directors, including
the Chair, has been imposed. However, the Board also
recognises the benefits of a progressive refreshment
of the Board in line with corporate governance best
practice.
Succession Policy
The Board are mindful that the Company launched on
3 May 2023. In order to ensure that the Board retains
appropriate and adequate levels of skills and knowledge
as the Company grows in scale and age, the Board has
adopted a succession planning policy that allows for the
addition of further directors to complement the existing
skills of the Board.
The Board’s policy for succession planning is that there
should be forward-looking and detailed succession and
refreshment plans when proposing re-election of long-
serving members. As part of its succession planning the
Board will continue on an ongoing basis to review the
structure of the Board and the importance of continuity
and experience balanced against the tenure of existing
directors. The Board’s succession planning will take
into account that Martin Shenfield, Howard Pearce and
Tanit Curry were each appointed as Directors to the
Company on 3 April 2023 and therefore will each cease
to be considered as independent under the provisions of
the AIC Code with effect from 3 April 2032.
Board Evaluation
The Directors recognise the importance of the AIC
Code’s recommendation in respect of evaluating the
performance of the Board as a whole, the Committees
Corporate Governance (continued)
46
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
of the Board and individual Directors. In the Board’s
considered view, all Directors were and remain
independent and demonstrated the necessary
commitment for the effective fulfilment of their duties.
Further detail on the results of the internal board
evaluation is contained in the Nomination Committee
section on page 43.
The Directors also note the AIC Code’s recommendation
that the Chair should consider having a regular externally
facilitated evaluation of the Board and will assess the
merits of engaging with an external evaluation provider
on an ongoing basis.
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, investment decision-making,
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 period and up to the date of this report.
Financial aspects of internal control
These are detailed in the Report of the Audit Committee
on pages 49 and 50.
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
Manager, Investment Adviser, the Company Secretary,
and the Administrator.
The Administrator, JTC (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.
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 and the Investment Manager.
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 17 to 20.
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 and explanatory
notes are set out on pages 101 to 111. Those shareholders
47
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
who are unable to attend the AGM in person are
encouraged to raise any questions in advance with
JTC (UK) Limited, the appointed Company Secretary,
at AWEMT.cosec@jtcgroup.com (please include ‘AWEM
AGM’ in the subject heading). Questions must be
received by 5.00 p.m. on 2 July 2024.
The Investment Adviser has a regular programme of
meetings with Shareholders and reports back to the
Board on its findings. Additionally, the Company’s
Corporate Broker regularly provides Shareholder
feedback to the Board.
Audit Committee Report
48
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Composition of the Committee
All the Directors of the Company are members of the
Committee which is chaired by Howard Pearce. The
Board is satisfied that, in line with the recommendations
of the AIC Code of Corporate Governance, at least
one member of the Audit Committee has recent and
relevant financial experience and that the Committee
as a whole has competence relevant to the sector in
which the Company operates, bringing a broad range
of skills and experience to bear. As the Chair of the Board
was independent on appointment and given the small
size of the Board, it is considered appropriate for him to
be a member of the Audit Committee.
Role and responsibilities of the Audit
Committee
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:
• monitoring the integrity of the financial statements
of the Company and any formal announcements
relating to the Company’s financial performance,
and reviewing significant financial reporting
judgements contained in them;
• where requested by the Board, providing a
recommendation on whether the annual report
and accounts, taken as a whole, is fair, balanced
and understandable, and provides the information
necessary for shareholders to assess the Company’s
position and performance, business model and
strategy;
• where requested by the Board, reviewing the
management accounts of the Company and
providing a recommendation;
• considering reports from any independent valuer
appointed by the Company to value its investments;
• reviewing the Company’s internal financial controls
and internal control and risk management systems,
unless expressly addressed by a separate Board
risk committee composed of independent non-
executive directors, or by the Board itself;
• conducting the tender process and making
recommendations to the Board, about the
appointment, reappointment and removal of the
external auditor, and approving the remuneration
and terms of engagement of the external auditor;
• reviewing and monitoring the external auditor’s
scope, results, cost effectiveness, independence
and objectivity;
• reviewing the annual budget of the Company and
making a recommendation to the Board;
• reviewing the effectiveness of the external audit
process, taking into consideration relevant UK
professional and regulatory requirements;
• developing and implementing policy on the
engagement of the external auditor to supply non-
audit services, ensuring there is prior approval of
non-audit services, considering the impact this
may have on independence, taking into account
the relevant regulations and ethical guidance
in this regard, and reporting to the Board on any
improvement or action required; and
• reviewing the accounting policies of the Company
and making a recommendation to the Board.
The Audit Committee meets formally at least four
times 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.
49
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Should any non-audit services be provided by the
auditor, full consideration of the financial and other
implications on the independence of the auditor arising
from any such engagement would be considered and
approved by the Committee before proceeding. No
non-audit services were provided to the Company for
the period ended 31 March 2024.
Activities of the Committee during the
period
There were four Audit Committee meetings held during
the period ended 31 March 2024 at which all Committee
members were in attendance.
Risk management and internal controls
The Committee reviewed the Company’s internal
financial controls and the internal control and risk
management systems of its service providers. The
Committee also conducted a thorough review of the
risks facing the Company and liaised diligently with
the Investment Manager, Investment Adviser and
Company Secretary to develop and establish a process
for identifying, monitoring and mitigating these risks.
Potential key and emerging risks that were identified and
reviewed by the Committee included the Company’s
small size, non-compliance with laws and regulations
(both in the United Kingdom and associated with the
Company’s status as a Foreign Portfolio Investor in
India) and the possible concert party risk created by the
combined holdings of Ordinary Shares in the Company by
employees at the Investment Manager and Investment
Adviser. The Committee also noted the importance of
its key service providers developing internal controls
specific to the Company and throughout the period
worked with the Investment Manager, Investment
Adviser, Company Secretary, Administrator and Auditor
to ensure that adequate Committee oversight of these
controls was established.
Budget and expenses
The Audit Chair worked closely with the Administrator,
Investment Manager and Company Secretary to develop
the Company’s budget following the IPO. In doing so,
the Audit Chair has sought to minimise costs whilst
also recognising the need to engage with appropriate
service providers that will ensure the sustainable growth
of the Company. The Committee also regularly reviewed
the budget as well as the Company’s IPO expenses and
quarterly management accounts to provide adequate
oversight of the Company’s financial position throughout
the period.
Half-Yearly and Annual Reports
During the period, the Committee met to consider
and review the Interim Report, the audit plan and the
Annual Report. The Investment Manager and Company
Secretary also attended these meetings and the Auditor
attended the meeting at which the Annual Report was
discussed. The Chair of the Committee also liaised with
the Auditor during the period to discuss the audit plan
and following the period end also consulted with the
Auditor on the results of the audit of the Annual Report.
The Auditor’s planning report, areas of audit focus and
the related timetable, which is prepared in conjunction
with the Investment Manager and Company Secretary,
were considered by the Committee in advance of the
audit work commencing. At the conclusion of the audit,
the Committee discussed the audit findings report.
The Independent Auditor’s Report on pages 65 to 73
highlights their view of the areas of greatest risk of
misstatement and these points were discussed with the
Committee.
As part of its review of the Interim Report and
Annual Report, the Committee also considered the
independence, objectivity and re-appointment of the
Auditor.
Financial aspects of internal control
The Directors are responsible for the internal financial
control system of the Company and for reviewing its
effectiveness. The aims of the internal financial control
system are to ensure the maintenance of proper
accounting records, the reliability of the financial
information upon which business decisions are made
Audit Committee Report (continued)
50
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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 assurances on the effectiveness of their
internal financial controls.
Where controls reports were not coterminous with the
Company’s period-end bridging letters were obtained.
The Audit Committee also received papers in relation
to the controls at the Custodian, Investment Manager,
Investment Adviser and Company Secretary.
The key procedures include the quarterly production
of management accounts and the daily production
of 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 considered the control
observations noted within the Auditors report for the
Interim Report. During the Interim Report audit, Ernst &
Young did not identify any significant deficiencies in
internal control. Following the recommendation of the
Auditor upon completion of the Interim Report, the Audit
Committee discussed with the Investment Manager
and Investment Adviser the presentation to the board
at formal meetings throughout the year of a process
note prepared by both parties detailing the controls in
place which are relevant to the Company.
The Statement of Directors’ Responsibilities in respect of
the accounts is on pages 63 and 64 and a Statement of
Going Concern is on pages 61 and 62.
The Report of the Independent Auditor is on pages 65
to 73.
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 period to 31 March 2024:
Valuation and existence of investments
The Company holds all 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 the accurate
valuation and existence of investments and discussed
the valuation of the Company’s investments at the
period 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 Administrator and the holding
quantities at the period-end were agreed to the
Company’s custodian’s records.
Recognition of income
Income may not be accrued in the correct period and/or
incorrectly allocated to the revenue or capital accounts.
The Audit Committee reviewed the Administrator’s
procedures for recognition of income and reviewed
the treatment of any special dividends received in the
period under review.
Calculation of Alpha Fee
Incorrect amounts may be paid to the Investment
Manager and recognised in the accounts if the fees
are not calculated correctly. Alpha Fee calculations are
circulated to the Directors prior to payment. The Audit
Committee reviewed the procedures in place for the
calculation of the Alpha Fee.
51
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Tax status and Indian capital gains provision
The Company may suffer tax on capital gains on the
realisation of its investments if investment trust status
is not maintained. The Audit Committee reviewed and
confirmed the compliance of the Company during
the period with the eligibility conditions and ongoing
requirements for its 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 ultimately 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 pages 61 and 62.
Conclusion with respect to the annual
report and financial statements
The Audit Committee has concluded that the Annual
Report for the period to 31 March 2024, 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 document
and enquiries to the various parties involved in the
production of the Annual Report.
Audit tenure
Ernst & Young LLP was appointed as the Company’s
Auditor for the period ended 31 March 2024, with Mike
Gaylor as the lead audit partner. The audit partner
responsible for the audit is to be rotated at least every five
years in accordance with professional and regulatory
standards to protect independence and objectivity
and to provide fresh challenge to the Company. The
appointment of the auditor will be 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 period’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 2033 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.
Following the above review, the Audit Committee has
agreed that the re-appointment of the Auditor should
be recommended to the Board and the Shareholders of
the Company.
Provision of non-audit services
The Audit Committee is responsible for considering 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
Audit Committee Report (continued)
52
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
conflict of interest which would prevent the external
Auditor from remaining objective and independent.
No non-audit services were provided in the period
ending 31 March 2024.
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.
Howard Pearce
Audit Committee Chair
17 June 2024
53
Directors’ Remuneration Report
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
The Board is pleased to present its Remuneration Report
for the period ended 31 March 2024 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 Directors’
Remuneration Report; where this is the case the relevant
section has been indicated as such.
Annual Chair’s Statement
During the Company’s financial period ended 31 March
2024, there has been no change in the Board’s
composition from the disclosures contained in the
Company’s prospectus.
Remuneration Policy
The Company’s Remuneration Policy is that the
remuneration of Non-Executive Directors should be
determined with due regard to the experience of the
Board as a whole, the time commitment required and to
be fair and comparable to that of other non-executive
Directors of similar companies. The Company may
also periodically choose to benchmark Directors’ fees
through an independent review, to ensure they remain
competitive, fair, and reasonable.
The fees for the Directors are determined within the
limits set out in the Company’s Articles of Association,
which states that the Directors’ remuneration for their
services in the office of director shall, in the aggregate,
not exceed £500,000 per annum or such larger amount
as the Company, by ordinary resolution, determines. The
Director may elect to apply the cash amount equal to
their annual fee to subscribe for or to purchase Ordinary
Shares. Directors’ fees will be reviewed at least annually.
The Directors are entitled only to their annual fee and
to be reimbursed for any expenses properly incurred
by them in attending General Meetings or separate
meetings of the holders of any class of shares or
meetings of the Board or Committees of the Board or
otherwise in or with a view to the performance of their
duties.
If any Director renders or performs extra or special services
of any kind, including services on any Committee of the
Board, or shall travel or reside abroad for any business or
purposes of the Company, he shall be entitled to receive
such sum as the Board may think fit for expenses, and also
such remuneration as the Board may think fit, either as a
fixed sum or as a percentage of profits or otherwise, and
such remuneration may, as the Board shall determine,
be either in addition to or in substitution for any other
remuneration he may be entitled to receive. No element
of the Directors’ remuneration is performance related,
nor does any director have any entitlement to bonus
schemes, pension schemes, share options or any long-
term incentive schemes from the Company.
The Directors hold their office in accordance with the
Articles and their appointment letters. No Directors have
a service contract with the Company, nor is any such
contract proposed. The Directors’ appointment can be
terminated in accordance with the Articles and without
compensation.
Approval of the Remuneration Policy and
Directors’ Remuneration Report
In accordance with the requirements of Schedule 8 of
the Large and Medium Sized Companies and Groups
(Accounts and Reports) Regulations 2008, as amended
(the Regulations), the Board is required to put forward for
shareholder approval at its first AGM, and on a triennial
basis thereafter, a Remuneration Policy. Accordingly, the
Remuneration Policy of the Company set out above will
be proposed to Shareholders via an ordinary resolution,
which is a binding resolution, at the Company’s first AGM
due to be held on 16 July 2024. If the requisite shareholder
approval is obtained, the provisions set out in the above
Remuneration Policy will apply from the date of the AGM
and would next be submitted for shareholder approval
at the Company’s upcoming AGM in 2027.
In the event of any proposed material variation to the
Remuneration Policy or should the Remuneration Policy
fail at the forthcoming AGM, shareholder approval will
be sought for a proposed revised Remuneration Policy
prior to its implementation.
Directors’ Remuneration Report (continued)
54
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
The Directors’ Remuneration Report requires approval
via an ordinary resolution on an annual basis. This
resolution is put to Shareholders on an advisory, non-
binding, basis which means that, if the resolution were to
fail to attract sufficient votes in favour, the Board would
continue to be entitled to be remunerated and would not
be required to amend their contractual relationship with
the Company. However, if the Directors’ Remuneration
Report were to be voted down by Shareholders, the
Board would be required to resubmit the Remuneration
Policy to Shareholders at the AGM following the AGM at
which the Directors’ Remuneration Report failed.
Board Remuneration
The components of the remuneration package for non-executive directors are detailed below:
Component Director Purpose of reward Operation
Annual fee Chair of the Board For services as Chair of a plc Determined by the Board
Annual fee Other Directors For services as non-executive Directors
of a plc
Determined by the Board
Additional fee Chair of the Audit
Committee
For additional responsibility and time
commitment
Determined by the Board
Expenses
All Directors
Reimbursement of expenses incurred in
the performance of duties
Submission of appropriate supporting
documentation, approval by the Chair
(or Audit Committee Chair where the
Director claiming is the Chair)
The current aggregate remuneration that can be paid
to Directors under the Company’s Articles of Association
is £500,000 per annum.
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.
As this is the Company’s first financial reporting period,
there is currently no annual percentage change in
remuneration in respect of the current and prior financial
years to be disclosed.
Directors’ service contracts
The Directors do not have service contracts with the
Company. The Directors have appointment letters which
do not provide for any specific term. They are subject
to re-election by Shareholders at a maximum interval
of three years although, for good governance, they
submit themselves for annual re-election. There are no
restrictions on transfers of the Company’s shares held
by the Directors, or any special rights attached to such
shares.
Fees payable on recruitment
The Board will not pay any incentive fees to any
person to encourage them to become a Director of the
Company. The Board may, however, pay fees to external
agencies to assist the Board in the search and selection
of Directors.
55
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Remuneration Implementation Report
(Audited)
The table below provides a single figure for the total
remuneration of each Director for the period ended
31 March 2024:
Period ended 31 March 2024 (£’000)
Director Fees
1
Taxable
Benefit Total
Martin Shenfield 35.00 0.00 35.00
Howard Pearce 29.80 0.00 29.80
Tanit Curry 27.20 0.00 27.20
William Saunders
2
0.00 0.00 0.00
Alan Sauvain
2
0.00 0.00 0.00
Total 92.00
3
0.00 92.00
1
Including National Insurance where applicable.
2
William Saunders and Alan Sauvain were appointed as directors of the Company
on a temporary basis prior to appointment of a permanent Board and the IPO of
the Company. No directors’ fees were therefore payable.
3
Additional expenses of £6,151 relate to expenses which have been incurred by the
directors and reimbursed based on actual cost thus these expenses are non-
taxable in nature. As the Company is in first year of operation a NI allowance of
£5,000 was also allowed on directors’ contributions thus netting off expenses
attributable to directors to £1,151.
Director remuneration is reviewed on an annual basis
by the Board. Following 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.
Information on Directors’ costs is disclosed in Note 8 of
these Financial Statements.
Remuneration Committee
Given the size of the Board, being three members
in number, the Board is of the view that a separate
Remuneration Committee is not required to be
established. The Board is responsible, inter alia, for
reviewing the remuneration payable to the Directors
considering the relevant circumstances of the Company.
Fees
The fees were payable at an annual rate of £35,000 to
the Chair and £27,500 to each Director. In addition, the
Chair of the Audit Committee received an additional fee
of £2,500 per annum. During the period ended 31 March
2024, a review of Directors’ remuneration has been
performed and the Board agreed that this remained
appropriate.
Performance
The following chart shows the performance of the
Company’s net asset value and share price (total
return) by comparison to the MSCI Emerging Markets
Net Total Return Index (in Sterling) for the period since
the Company was listed assuming £1 was invested at
the point the Company was listed. The Company is not
required to follow a specific benchmark but has deemed
the MSCI Emerging Markets Net Total Return Index (in
Sterling) to be the most appropriate comparator for its
performance is disclosed in Note 7 of these financial
statements.
Directors’ Remuneration Report (continued)
56
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
May-23
Jun-23
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Feb-24
Jan-24
NAV
Share price
Index
Mar-24
95%
97%
99%
101%
103%
105%
107%
109%
111%
113%
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 Alpha Fee and operating expenses incurred or
accrued by the Company for the period ended 31 March
2024.
Period ended
31 March 2024 (£)
Income 411,380
Net investment gains 4,905,874
Spend on Directors’ fees and expenses 93,114
Alpha Fee expense
1
384,732
Operating expenses 774,677
Dividends paid to Shareholders nil
1
The Alpha Fee is accrued but not paid and will adjust with the daily NAV movements
of the daily 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 except for the Alpha Fee and operating
expenses which have been included to show the total
expenses of the Company.
Directors’ holdings (audited)
At 31 March 2024 the Directors had the following holdings
in the Company. All holdings were beneficially owned.
Ordinary
Shares as at
31 March 2024
Ordinary
Shares as at
17 June 2024
Martin Shenfield 40,000 40,000
Howard Pearce 20,000 20,000
Tanit Curry 20,000 20,000
57
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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 period ended
31 March 2024:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’
remuneration made during the period; and
(c) the context in which the changes occurred and
decisions have been taken.
Martin Shenfield
Chair of the Board
17 June 2024
Directors’ Report
58
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
The Directors present the Annual Report.
Strategic report
The Strategic Report can be found on pages 3 to 36.
Corporate governance
The Corporate Governance Statement on pages 39 to
47 forms part of this report.
Principal and emerging risks
The principal and emerging risks on pages 17 to 20 form
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 Act 2010. The
Company has received approval as an investment trust
and the Company must meet eligibility conditions and
ongoing requirements in order for its 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 period ended
31 March 2024.
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”). 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 an Alpha Fee subject to the
Company’s adjusted NAV exceeding the MSCI EM (GBP)
benchmark over each discrete three-year period.
The Investment Manager may only be paid an Alpha
Fee at the end of each discrete Performance Period
of three years, provided the Company outperforms
the benchmark. The Alpha Fee is capped at 12% of the
time weighted average Adjusted Net Assets during the
relevant Performance Period.
The Investment Manager has agreed to be paid the
Alpha Fee in Ordinary Shares, 50% of which shall be
59
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
subject to a further three year lock-in period. Shareholder
approval for the allotment of new shares in connection
with any Alpha Fee payable to the Investment Manager
will be sought at the 2025 AGM. The Alpha Fee in respect
of each Performance Period will be paid at the end of
the three-year period. The first Performance Period will
end on 31 March 2026, at the balance sheet date of the
Company’s third annual financial results in 2026. The
Company became liable to pay an Alpha Fee following
the investment of at least 70% of the initial net IPO
proceeds on 12 May 2023. From 12 May 2023 to 31 March
2024, an Alpha Fee of £384,732 has been accrued.
The Company’s Net Asset Value, which is calculated
and released daily, always reflects the full liability of the
Alpha Fee.
Further details on the Alpha Fee can be found on page 4.
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 premium segment of
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 the
Investment Adviser, a boutique investment advisory firm
located in Singapore, to provide certain non-binding
and non-exclusive 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 White Oak Group.
Management engagement
In accordance with the FCA’s Listing Rules, 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.
AIFM
The Investment Manager has been appointed as the
Company’s AIFM for the purposes of the UK AIFM Regime.
The AIFM is a third country Investment Manager regulated
by the Financial Services Commission in Mauritius
and has ultimate responsibility for risk management
functions for the Company as defined under the AIFM
Directive, including but not limited to the provision of the
following services:
• Ensuring that adequate risk management systems
are implemented at the Investment Adviser to
identify, measure, manage and monitor liquidity,
credit and operational risks relevant to the
Company’s investment strategy and to which the
Company may be exposed;
• implementing an appropriate liquidity management
system and adopting procedures which enable
it to monitor the liquidity risk of the Company and
ensuring that the liquidity profile of the Company’s
investments complies with its obligations;
• implementing an appropriate, documented
and routinely updated due diligence policy and
procedure which shall be followed by all relevant
parties in the making of investment decisions
relating to or on behalf of the Company according
to the investment strategy, the objectives and risk
profile of the Company;
Directors’ Report (continued)
60
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
• providing reasonable oversight of the investment
monitoring conducted by the Investment Adviser
in line with the Company’s published investment
objective and policy, including with the limitations
and restrictions as detailed therein, and reporting
any instances of non-compliance promptly to the
Board;
• measuring and reporting against Board limits
outside of the investment policy, such as those
relating to use of gearing/leverage if utilised by the
Company;
• reviewing the performance of the Investment
Adviser and reporting to the Board in respect of the
performance;
• ensuring that the risks of each investment position
of the Company and their effect on the Company’s
portfolio can be identified, measured, managed
and monitored on an ongoing basis, including the
appropriate liquidity stress testing measures;
• establishing and implementing quantitative and
qualitative risk limits for the Company appropriate
for all relevant risks; and
• periodically reviewing the risk management systems
described above to ensure that any modifications
necessary are implemented.
The AIFM is also responsible for portfolio management
services to the Company, managing the investment and
re-investment of the Company’s assets in accordance
with the Investment Policy and with a view to achieving
the investment objectives of the Company. To assist
with portfolio management, the AIFM has appointed
the Investment Adviser to provide non-binding, non-
discretionary and non-exclusive investment advisory
and related services in respect of the Company.
Company Secretary and Administrator
JTC (UK) Limited (‘JTC’) has been appointed to provide
company secretarial and administration services to the
Company with effect from 3 May 2023. As Company
Secretary, JTC is responsible for ensuring regulatory
compliance and supporting the Board’s corporate
governance process and its continuing obligations. The
Company Secretary is also responsible to the Board
for the timely delivery of information and reports and
ensuring that the statutory obligations of the Company
are met. JTC is also responsible for maintaining
the Company’s books and records, preparing the
management and financial accounts, and calculating,
in conjunction with the Investment Manager, the
Company’s NAV.
Custodian
HSBC Bank plc has been appointed as the Company’s
Custodian to safeguard the Company’s cash and
investments.
Capital structure and voting rights
As at 31 March 2024, the Company’s issued share capital
comprised 32,181,795 Ordinary Shares and 50,000
Management Shares. 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. The Management Shares do not carry
a right to receive notice of, or attend or vote at, any
General Meeting of the Company unless no other shares
are in issue at that time. Voting deadlines are stated
in the Notice of Meeting and Form of Proxy and are in
accordance with the Companies Act 2006.
Since the period end, the Company has issued 650,000
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.
Substantial shareholding
As at 31 March 2024, the Directors have been formally
notified of the following interests in the Company’s
Ordinary Shares, comprising 3% or more of the issued
share capital of the Company:
61
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Name
Holding as
at 31 March
2024 %
Prashant Rajendra Khemka 7,500,000 23.31
Evelyn Partners 4,188,472 13.02
Charles Stanley 4,013,513 12.47
Quilter Cheviot Investment
Management 2,787,915 8.66
Walker Crips Investment
Management 1,457,090 4.53
Kilik 1,362,270 4.23
AJ Bell 1,100,594 3.42
RBC Brewin Dolphin 1,016,550 3.16
Based on the number of Ordinary Shares in issue at the Company’s period-end.
The holdings have been determined using underlying shareholder analysis of the
Company’s Ordinary Shares as at the Company’s period-end.
As at 31 March 2024, the amalgamated holdings of
employees (including Prashant Rajendra Khemka) at
the Investment Manager, Investment Adviser and the
Investment Adviser’s wider group of affiliate entities
represents 8,996,859 Ordinary Shares, or 27.96% of the
issued share capital of the Company.
Since the period end, the Company has been notified of
the following changes in holding of voting rights in the
Company:
• Evelyn Partners Limited has changed to 5,211,169
Ordinary Shares (16.09%, as at 22 May 2024).
• Prashant Rajendra Khemka continues to hold
7,500,000 Ordinary Shares (now representing 22.91%,
as at 31 May 2024).
There have been no other changes notified to the
Company in respect of the above holdings, and no other
new holdings notified, since the period end.
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 Board has a reasonable expectation that the
Company has adequate resources to continue in
operational existence up until 30 June 2025. 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.
As at 31 March 2024, the Company’s net assets were
£35,408,684.19, of which it held £33,678,027 in quoted
investments and had a cash balance of £2,393,154.17.
The ongoing charges (excluding Alpha Fee) for the
period ended 31 March 2024 were £620,920.0, resulting
in an ongoing charge ratio of 1.94%*. For the period from
1 April 2024 to 30 June 2025, the annualised ongoing
charge ratio is expected to be 1.59%.
With respect to the number of shares, the Company plans
to issue shares both (i) on a daily basis in response to ad
hoc market demand and (ii) through larger corporate
transactions. From the date of IPO (3 May 2023) to
7 June 2024 (being the latest practicable date prior to
publication of this Annual Report), the Company has
issued 2,313,530 new Ordinary Shares through eleven
separate issues, representing 7.58% of the Ordinary
Shares issued at IPO. The Company intends to continue
along this path by issuing shares at a small premium to
NAV.
*- This relates to the actual period 3 May 2024-31 March 2024.
Directors’ Report (continued)
62
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
The Company has a redemption facility whereby
investors have the ability to redeem their ordinary
shares in the Company. The redemption occurs annually
each year (at the discretion of the directors) on the last
business day of December. 14,014 Ordinary Shares were
redeemed during the period (representing 0.04% of the
total shares issued in the period), which is considered
an immaterial withdrawal for going concern purposes.
Based on the information available to the Directors at
the date of this report, including the results of the stress
testing carried out, the conclusions drawn in the Viability
Statement on pages 34 and 35, together with the
Company’s cash balances and expense coverage, the
Directors are satisfied that the Company has adequate
financial resources to continue in operation for the
period to 30 June 2025. Accordingly, it is appropriate to
continue to adopt the going concern basis in preparing
the financial statements.
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
requires pre-approval by the Audit Committee; the
Auditor has provided confirmation of the safeguards and
procedures it has developed to respond to challenges
to its objectivity and independence; the Auditor has
confirmed, both at the audit planning stage and at the
conclusion of the audit, that it is independent within the
meaning of all regulatory and professional requirements
and that the independence and objectivity of the audit
team remains intact and has not been impaired.
No non-audit or additional services are provided to the
Company.
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
(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 Company’s first AGM is scheduled to take place
at 18
th
Floor, The Scalpel, 52 Lime Street, London, United
Kingdom, EC3M 7AF at 10:00 on 16 July 2024. Resolutions
relating to the following items of special business will be
proposed at the forthcoming AGM:
• Authority for the Directors to allot Ordinary Shares
• Authority for the Directors to dis-apply pre-emption
rights
• Authority to make market purchases of Ordinary
Shares
• Authority to call a general meeting of the Company
(other than an Annual General Meeting) on not less
than fourteen clear days’ notice
Resolutions to be proposed at AGM
There are thirteen resolutions being proposed at the
forthcoming AGM, ten as ordinary resolutions, including
receipt of the Annual Report, approval of the Directors
Remuneration Report and Remuneration Policy
contained within the Annual Report (Resolutions two
and three), appointment of the Auditor and approval
of the election of the Directors. Ordinary Resolutions
require 50% of the votes cast, whereas the three Special
Resolutions require a 75% of the votes cast to be in
favour of the relevant resolution, for that resolution to
carry. Further information on these resolutions as well as
voting recommendations is given in the Notice of AGM
and explanatory notes on pages 101 to 111.
By order of the Board
Martin Shenfield
Chair
17 June 2024
63
Statement of Directors’ Responsibilities
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
Report 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,
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 financial reporting
standards in conformity with the requirements of the
Companies Act 2006, 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.
Statement of Directors’ Responsibilities (continued)
64
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Having taken advice from the Audit Committee, the
Directors consider that the Annual Report taken as
a whole is fair, balanced and understandable and
provides the information necessary for Shareholders to
assess the Company’s performance, business model
and strategy.
For and on behalf of the Board
Martin Shenfield
Chair
17 June 2024
65
Independent Auditor’s Report
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Opinion
We have audited the financial statements of Ashoka
WhiteOak Emerging Markets Trust plc (“the Company”)
for the period ended 31 March 2024 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 a summary of significant accounting policies.
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 31 March 2024 and of its profit for the period 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
engagement with the Directors and the Company
Secretary to determine if all key factors that we
had become aware of during our audit, including
the existence of an annual redemption opportunity,
were considered in their assessment.
• Inspection of the Directors’ assessment of going
concern, including the revenue forecast and liquidity
assessment, for the period to 30 June 2025 which is
at least twelve months from the date these 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.
• We reviewed the Company’s assessment of the
liquidity of investments held and evaluated the
Independent Auditor’s Report (continued)
66
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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 the period to 30 June 2025.
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 incorrect valuation or ownership of the investment portfolio and the resulting impact
on the Statement of Comprehensive Income
• Risk of incomplete or inaccurate revenue recognition, including classification of special
dividends as revenue or capital items in the Statement of Comprehensive Income
• Risk of incorrect calculation of the Alpha Fee
Materiality • Overall materiality of £0.35 million which represents 1% of net assets.
67
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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.
Climate change
Stakeholders are increasingly interested in how climate
change will impact the Company. The Company has
determined that the most significant future impacts
from climate change will be its potential impact on
the investment portfolio and emerging markets. This
is explained on page 20 in the principal risks and
uncertainties which form part of the “Other information,”
rather than the audited financial statements. 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”.
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 quoted prices for investments
in active markets at the balance sheet date, and
therefore reflect market participant’s 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 judgment, 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.
Independent Auditor’s Report (continued)
68
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Risk Our response to the risk
Key observations communicated to
the Audit Committee
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 48 and the accounting policy
set out on pages 80 to 82).
The valuation of the investment
portfolio at 31 March 2024 was £33.67m
consisting of quoted investments.
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.
The Company incurs Indian capital
gains taxes on realised gains on the
sales of Indian investments and is also
required to recognise a capital gains
tax provision on unrealised gains on
Indian investments. The capital gains
tax provision as at 31 March 2024 was
£0.18m.
Incorrect calculation of the capital
gains tax provision could impact on
the Company’s net asset value.
We performed the following
procedures:
We obtained an understanding of the
processes and controls surrounding
investment valuation, legal title, gains
and losses and Indian capital gains
taxes by performing walkthroughs in
which we evaluated the design and
implementation of controls.
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 period-end.
We compared the Company’s
investment holdings as at 31 March
2024 to an independent confirmation
received directly from the Company’s
Custodian.
We reviewed the application of Indian
capital gains tax rates with reference
to tax legislation and the length of
investment ownership. We reconciled
the investments reported within
the capital gains tax calculation to
the period end investment portfolio
confirmed by the custodian and our
period end valuation testing. We
reconciled the investments reported
within the capital gains tax calculation
to the period end investment portfolio
confirmed by the custodian and our
period end valuation testing.
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.
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Risk Our response to the risk
Key observations communicated to
the Audit Committee
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 48 and the
accounting policy set out on pages 80
to 82).
The total revenue for the period to
31 March 2024 was £0.41m including
£0.36m of dividend income from
quoted equity investments.
The investment income receivable
by the Company during the period
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.
We have performed the following
procedures:
We obtained an understanding of the
processes and controls surrounding
revenue recognition including the
classification of special dividends by
performing walkthrough procedures.
For all dividends received, we
recalculated the dividend 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. For
a sample of dividends received we
agreed amounts to bank statements
and where applicable, agreed the
exchange rates to an external source.
For dividends accrued, we reviewed the
investee Company announcements
to assess whether the dividend
obligations arose prior to 31 March
2024. We agreed the dividend rate to
corresponding announcements made
by the investee Company, recalculated
the dividend amount receivable and
confirmed this was consistent with
cash received as shown on post period
end bank statements, where paid.
To test completeness of recorded
income, we verified that expected
dividends for each investee Company
held during the period had been
recorded as income with reference to
investee Company announcements
obtained from an independent data
vendor.
For all investments held during the
period, we compared the type of
dividends paid with reference to an
external data source to identify those
which were ‘special’. The Company
received 16 special dividends of which
none exceeded our testing threshold.
We assessed the appropriateness
of management’s classification for
a sample of 3 special dividends 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 incomplete or inaccurate
revenue recognition, including
incorrect classification of special
dividends as revenue or capital in the
Statement of Comprehensive Income.
Independent Auditor’s Report (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Risk Our response to the risk
Key observations communicated to
the Audit Committee
Incorrect calculation of the Alpha
Fee (refer to the Report of the Audit
Committee set out on page 48 and the
accounting policy set out on pages 80
to 82)
At the end of a three year performance
period ending on 31 March 2026, the
manager may be entitled to a Alpha
Fee as summarised in Note 7.
The Alpha Fee provision amounted to
£0.38m as at 31 March 2024).
The Alpha 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 Alpha Fee is not calculated in
accordance with the methodology
prescribed in the investment
management agreement (‘IMA’) and/
or incorrect data is used this could
have a significant impact on both
costs and total return.
We have performed the following
procedures:
We obtained an understanding of the
processes and controls surrounding the
Alpha Fee calculation by performing
our walkthrough procedures.
We performed a review of the Alpha
Fee calculation and based on the
calculation methodology set out
in the IMA and we concluded that
the provision for the Alpha Fee was
appropriately recognised in the
accounts.
We reperformed the calculation
and agreed the key inputs for the
calculation to external source data
and audited workpapers.
The results of our procedures identified
no material misstatement in relation to
the risk of incorrect calculation of the
Alpha Fee.
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
£0.35 million, which is 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 position.
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 50% of our planning materiality, namely
£0.18 million.
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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 £0.02m 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 £0.02m, 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.
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 period 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
Independent Auditor’s Report (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
• 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 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 pages 61 and 62;
• 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 34 and 35;
• Director’s statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meets its liabilities set out on page 35;
• Directors’ statement on fair, balanced and
understandable set out on page 64;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out on page 46;
• The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 46; and;
• The section describing the work of the audit
committee set out on pages 48 and 49.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities
Statement set out on page 63, 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
73
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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 Listing
Rules, UK Corporate Governance Code, 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 and the Company’s documented
policies and procedures.
• 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. 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.
Other matters we are required to address
• Following the recommendation from the audit
committee, we were appointed by the Company on
12 September 2023 to audit the financial statements
for the period ending 31 March 2024 and subsequent
financial periods.
• The period of total uninterrupted engagement
including previous renewals and reappointments is
1 year.
• 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
17 June 2024
Statement of Comprehensive Income
74
FINANCIAL STATEMENTS
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
For the financial period ended 31 March 2024
For the period ended 31 March 2024
Note
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments – 5,231.1 5,231.1
Gains/(losses) on currency movements – (325.2) (325.2)
Net investment gains 4 – 4,905.9 4,905.9
Income 5 410.4 – 410.4
Total income 410.4 4,905.9 5,316.3
Alpha Fee 7 (384.7) – (384.7)
Operating expenses 8 (774.7) (26.1) (800.8)
Operating profit before taxation (749.0) 4,879.8 4,130.8
Taxation 9 (39.2) (411.1) (450.3)
Profit for the period (788.2) 4,468.7 3,680.5
Earnings per Ordinary Share (pence) 10 (2.52) 14.27 11.75
There is no other comprehensive income and therefore the ‘Profit for the period’ is the total comprehensive income
for the period ended 31 March 2024.
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 Share, are prepared under guidance from the Association
of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
The notes on pages 78 to 93 form an integral part of these financial statements.
75
Statement of Financial Position
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
As at 31 March 2024
Note
31 March 2024
£’000
Non-current assets
Investments held at fair value through profit or loss 4 33,678.0
Current assets
Cash and cash equivalents 2,393.2
Dividends receivable 46.9
Other receivables 80.6
Total assets 36,198.7
Current liabilities
Other payables 6 (217.0)
Non Current liabilities
Alpha Fees provision 7 (384.7)
Capital gains tax provision (188.2)
Total liabilities (789.9)
Net assets 35,408.8
Equity
Share capital 12 371.9
Share premium account 1,676.3
Special distributable reserve 13 29,694.7
Capital reserve 13 4,454.1
Revenue reserve (788.2)
Total equity 35,408.8
Net asset value per Ordinary Share 14 109.86p
Approved by the Board of Directors on 17 June 2024 and signed on its behalf by:
Howard Pearce
Director
The notes on pages 78 to 93 form an integral part of these financial statements.
Statement of Changes in Equity
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
For the financial period ended 31 March 2024
Notes
Share
Capital
£’000
Management
Shares
£’000
Share
premium
account
£’000
Capital
Reduction
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Opening balance as at
3 May 2023 – – – – – –
Profit for the year – – – 4,468.7 (788.2) 3,680.5
Issue of Ordinary Shares 12 322.0 50.0 31,903.7 – – – 32,275.7
Share issue costs – (532.7) – – – (532.7)
Share premium cancellation – (29,694.7) 29,694.7 – – –
Redemption 12 (0.1) – – (14.6) – (14.7)
Closing balance as at
31 March 2024 321.9 50.0 1,676.3 29,694.7 4,454.1 (788.2) 35,408.8
The Company’s distributable reserves consist of the special distributable reserve and revenue reserves
The notes on pages 78 to 93 form an integral part of these financial statements.
77
Statement of Cash Flows
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
For the financial period ended 31 March 2024
Note
For the period
ended 31 March
2024
£’000
Cash flows from operating activities
Operating profit before taxation 4,130.8
Adjusted for: –
Tax paid (262.1)
(Gains) on investments (5,231.1)
Losses on exchange rate movements 325.2
(Increase) in receivables (127.5)
Increase in payables 601.7
Net cash flow used in operating activities (563.0)
Cash flows from investing activities
Purchase of investments (71,965.4)
Sale of investments 43,193.3
Net cash flow used in investing activities (28,772.1)
Cash flows from financing activities
Net proceeds from issue of shares 12 32,275.7
Net proceeds from redemption of shares 12 (14.7)
Share issue costs (532.7)
Net cash flow from financing activities 31,728.3
Increase in cash and cash equivalents 2,393.2
Cash and cash equivalents at start of period –
Cash and cash equivalents at end of period 2,393.2
The notes on pages 78 to 93 form an integral part of these financial statements.
Notes to the Financial Statements
Notes to the Financial Statements
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
1. Reporting entity
Ashoka WhiteOak Emerging Markets Trust Plc is a public limited company, registered and incorporated in England
and Wales on 15 March 2023. The Company’s registered office is 18th Floor, The Scalpel, 52 Lime Street, London,
United Kingdom, EC3M 7AF. Business operations commenced on 3 May 2023 when the Company’s Ordinary Shares
were admitted to trading on the London Stock Exchange. Its share capital is denominated in British Pounds Sterling
(£) and currently consists of ordinary shares. The audited report and accounts (the “Financial Statements”) of the
Company are presented for the period from 15 March 2023 to 31 March 2024.
The Company shall invest primarily in securities admitted to trading on any stock exchange (which may include
stock exchanges in Developed Markets) that provide exposure to companies that are domiciled in Global Emerging
Markets (EMs), or that are domiciled in Developed Markets but at the time of investment, derive a majority of their
economic value, revenues or profits from, or whose assets or cost base are mainly located in EMs.
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 an
emerging risk as set out on page 20. 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.
The Financial Statements are also prepared on the assumption that approval as an investment trust will continue
to be granted.
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 as they fall due and continue in operational existence for the foreseeable
future and continue as a going concern for the period to 30 June 2025. As such the Directors have adopted the going
concern basis in preparing the financial statements.
Notes to the Financial Statements
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
2. Basis of preparation (continued)
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 from 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.
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 15% and the long-term
tax rate is 10%. 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 31 March
2024 of £188,238 in respect of unrealised gains on investments held. Please refer to Note 9 for further details related
to this provision.
The Company’s investments are denominated in the currency that the underlying investment is traded. 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 are presented in sterling, which is the
Company’s functional currency. All financial information has been rounded to the nearest thousand pounds.
New and revised standard and interpretations
New and revised IFRSs in issue but not yet effective
A number of new standards, amendments to standards and interpretations are effective for the annual periods
beginning on or after 31 March 2024. None of these are expected to have a material impact on the measurement of
the amounts recognised in the financial statements of the Company.
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.
Notes to the Financial Statements (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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.
Transaction costs directly attributable to the acquisition of investments at fair value through profit or loss are
recognised under gains/(losses) on investments.
(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 are 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.
(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.
Company’s redemption facility is subject to approval by the Board and as such the redemption facility does
not represent a contractual obligation on the Company and the shares are accordingly classified as equity.
Notes to the Financial Statements (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
3. Accounting policies (continued)
(e) Expenses
All expenses are accounted for on an accrual’s basis. Expenses are recognised through the Statement of
Comprehensive Income as revenue items except that the Alpha Fee, if any, is payable directly by reference to
the capital performance of the Company as per the Investment Management Agreement and are therefore
charged to the Statement of Comprehensive Income as a capital item. No other management fees are
payable.
(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 basis in the Statement of Comprehensive
Income.
The Company is approved as an Investment Trust Company (ITC) under sections 1158 and 1159 of the
Corporation Taxes Act 2010 and Part 2 Chapter 1 Statutory Instrument 2011/2999 for accounting periods
commencing on or after 25 May 2018.
The approval is subject to the Company continuing to meet the eligibility conditions of the Corporations Tax
Act 2010 and the Statutory Instrument 2011/2999. The Company intends to ensure that it complies with the ITC
regulations on an ongoing basis and regularly monitors the conditions required to maintain ITC status.
Current tax is the expected tax payable on any taxable income for the period, using tax rates enacted or
substantively enacted at the end of the relevant period. The current tax rate is 25%.
The tax charges on Indian capital gains are shown in the Statement of Comprehensive Income, recognised on
an accrual basis. The Company is not subject to UK capital gains tax.
The tax charges on Indian capital gains taxes are shown in the Statement of Comprehensive Income,
recognised on an accrual basis.
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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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
3. Accounting policies (continued)
(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 are expected to have a material impact on the
measurement of the amounts recognised in the financial statements of the Company.
4. Investments held at fair value through profit or loss
(a) Investments held at fair value through profit or loss
As at
31 March 2024
£’000
Quoted investments 33,678.0
Closing valuation 33,678.0
(b) Movements in valuation
As at
31 March 2024
£’000
Opening valuation –
Opening unrealised gains on investments –
Opening book cost –
Additions, at cost 71,965.4
Disposals, at cost (43,193.3)
Closing book cost 28,772.1
Revaluation of investments 4,905.9
Closing valuation 33,678.0
(c) Gains on investments
Period ended
31 March 2024
£’000
Realised gains on disposal of investments 1,659.5
Movement in unrealised gains/(losses) on investments held 3,246.4
Total gains on investments 4,905.9
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)
83
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
4. Investments held at fair value through profit or loss
(continued)
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
indirectly.
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 31 March 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments at fair value through profit and loss – Quoted investments 33,678.0 33,678.0
5. Income
As at
31 March 2024
£’000
Income from investments:
Overseas dividends 366.9
Other Income:
Bank interest 43.5
Total income 410.4
Notes to the Financial Statements (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
6. Other payables
As at
31 March 2024
£’000
Accrued expenses (217.0)
Total other payables (217.0)
7. Alpha Fee provision
Period ended 31 March 2024
Revenue
£’000
Capital
£’000
Total
£’000
Alpha Fees expense 384.7 – 384.7
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 Alpha Fee subject to the Company delivering
excess returns versus the MSCI Emerging Markets Net Total Return GBP Index (sterling). The Alpha Fee will be
measured over periods of three years (Performance Period), with the first period ending (approximately three years
from 3 May 2023) on 31 March 2026. The Alpha Fee in any Performance Period shall be capped at 12% of the time
weighted average adjusted net assets during the relevant Performance Period.
The Alpha 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 Emerging Markets Net Total Return GBP Index (sterling) over the performance
period, adjusted for the weighted average number of Ordinary Shares in issue during the performance period. The
Alpha Fee in respect of each Performance Period will be paid 100% in shares of the Company at the end of the three
year period, 50% of which are subject to a further three year lock-up period.
An Alpha Fee was able to be accrued following the investment of at least 70% of the Company’s net IPO proceeds,
which occurred on 12 May 2023. Further detail on the Alpha Fee can be found in the Prospectus. As at 31 March 2024,
there was a £384,732 provision for the Alpha Fee liability to the Investment Manager.
Notes to the Financial Statements (continued)
85
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
8. Expenses
Period ended 31 March 2024
Revenue
£’000
Capital
£’000
Total
£’000
Administration & secretarial fees 186.9 – 186.9
AIFM Fee 15.0 – 15.0
Statutory Audit Fee 78.0 78.0
Interim Audit fee 48.0 48.0
Custody services 17.8 17.8
Directors’ fees and expenses 93.1 93.1
Directors’ Insurance 13.4 13.4
Financial Public relations fees 55.5 55.5
Issuance commission – 15.1 15.1
Legal & professional fees 64.2 64.2
London Stock Exchange 46.0 46.0
Sundry expenses
2
116.2 116.2
Tax Services 40.6 40.6
Trade Charges – 11.0 11.0
Total 774.7 26.1 800.8
Expenses include VAT where applicable
9. Taxation
Analysis of tax charge for the period:
Period ended 31 March 2024
Revenue
£’000
Capital
£’000
Total
£’000
Capital gains expense – – –
Capital gains deferred tax provision – 411.1 411.1
Withholding tax paid 39.2 – 39.2
Total tax charge for the period 39.2 411.1 450.3
A deferred tax provision on Indian capital gains is calculated based on the long term or short nature of the investments
and the applicable tax rate at the period end. The short-term tax rate is 15% and the long-term tax rate is 10%.
2
Sundry expenses consist of AIC annual subscription, bank charges, FCA charges, KID review fees and miscellaneous charges
Notes to the Financial Statements (continued)
86
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
9. Taxation (continued)
Factors affecting the tax charge for the year:
The effective UK corporation tax rate for the year is 25%. Reconciliation below:
Period ended 31 March 2024
Revenue
£’000
Capital
£’000
Total
£’000
Operating profit before taxation (749) 4,879.8 4,130.8
UK Corporation tax at 25% (198.1) 1,220.0 1,021.9
Effects of:
Indian capital gains tax provision 411.0 411.0
Gains on investments not taxable – (1,226.5) (1,226.5)
Overseas dividends (92.1) – (92.1)
Unutilised management expenses 290.3 6.5 296.8
Withholding tax paid 39.2 – 39.2
Total tax charge 39.2 411.1 450.3
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 rate is 15% and the long-term tax rate is 10%, given the Company has been in operation for less than
a year the short term rate of 15% has been applied. The provision is raised based on both realised and unrealised
capital gains on the Indian investments held by the Company. As at 31 March 2024 the Indian securities held had a
market value of £8,065,383. If the market value of the Indian securities had increased or decreased by 10%, this would
have led to an estimated increase or decrease of the year end tax provision by £16,308 in the provision. A provision
of £188,200 was raised at the end of the accounting period to account for this. It is difficult to predict the actual
realised gain/unrealised gain in the future as its calculated on an individual investment level and it is difficult to
estimate the disposal date of individual investment which is further dependent on various market factors affecting
the investment decision.
Investment Trust Companies which have been approved by HM Revenue & Customs are exempt from UK corporation
tax on their capital gains. Due to the Company’s status as an approved Investment Trust Company, and the intention
to continue meeting the conditions required to maintain that approval for the foreseeable future, the Company has
not provided for deferred tax in respect of any gains or losses arising on the revaluation of its investments. Taxes are
based on the UK Corporate tax rates which existed as of the balance sheet date which was 25%.
The Company has an unrecognised deferred UK Corporation tax asset of £297,000 based on the prospective UK
corporation tax rate of 25%. This asset has accumulated because deductible expenses exceeded taxable income
for the period ended 31 March 2024. 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.
Notes to the Financial Statements (continued)
87
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
10. Earnings per Ordinary Share
Period ended 31 March 2024
Revenue Capital Total
Profit for the period (£’000) (788.2) 4,468.7 3,680.5
Earnings per Ordinary Share (p) (2.52) 14.27 11.75
Earnings per Ordinary Share is based on the profit for the period of £3,680,541 attributable to the weighted average
number of Ordinary Shares in issue during the period ended 31 March 2024 of 31,314,383. Revenue and capital profits
are £(788,252) and £4,468,793 respectively.
11. Dividend
The Company’s objective is to provide shareholder returns through capital growth with income being a
secondary consideration. It should not be expected that the Company will pay a significant annual dividend,
but the Board intends to declare such annual dividends as are necessary to maintain the Company’s UK
investment trust status. The Board is proposing that no dividend be paid in respect of the year ended 31 March
2024 in accordance with the Company’s Dividend policy on pages 15 and 16.
12. Share capital
As at 31 March 2024
No. of shares £’000
Ordinary shares of 1p each 32,181,795 321.8
Management shares 50,000 50.0
Total 32,231,795 371.8
Ordinary Shares
On incorporation, 15 March 2023, the issued share capital of the Company was 1 ordinary share of 1p and 50,000
Management Shares of nominal value £1.00 each. On 3 May 2023, 30,532,278 ordinary shares were allotted and issued
to shareholders as part of the placing and offer for subscription in accordance with the Company’s prospectus
dated 18 April 2023. Following admission of the Company’s Ordinary Shares to trading on the London Stock Exchange,
the Directors applied to the Court to cancel the amount standing to the credit of the share premium account of the
Company. On 12 September 2023, the share premium amount of £29,694,678 was cancelled and credited to the
Capital reduction reserve.
From 5 October to 5 December 2023, a total of 1,663,530 Ordinary shares were issued on the London Stock Exchange
utilising the Block Listing.
Notes to the Financial Statements (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
12. Share capital (continued)
Redemption
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 objective of the redemption facility is to assist
with the limiting of any discount at which the Company’s Ordinary Shares may trade from time to time. The first
Redemption Point for the Ordinary Shares is 29 December 2023. The Directors have absolute discretion to operate
the annual redemption facility on any given Redemption Point. On 15 January 2024, 14,014 shares were redeemed.
Reserves
The nature and purpose of each of the reserves included within equity as at 31 March 2024 are as follows:
• Share premium reserve: represents the surplus of the gross proceeds of share issues over the nominal value of
the shares, net of the direct costs of equity issues and net of conversion amount.
• Capital reduction reserve: represents a distributable reserve created following a Court approved reduction in
capital. This reserve is distributable and maybe used, where the Board considers it appropriate, by the Company
for the purpose of paying dividends to Shareholders.
• Revenue reserve: represents a distributable reserve of cumulative net gains and losses recognised in the Revenue
account of the Statement of Comprehensive Income.
• Capital Reserves: represents a non-distributable reserve of cumulative net capital gains and losses recognised
in the Statement of Comprehensive Income
The only movements in these reserves during the period are disclosed in the Statement of Changes in Equity.
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. The
Management Shares are 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.
Notes to the Financial Statements (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
13. Capital Reduction distributable reserve
As indicated in the Company’s prospectus dated 18 April 2023, following admission of the Company’s Ordinary
Shares to trading on the LSE, the Directors applied to the Court and obtained a judgement on 12 September 2023 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 Capital Reduction distributable reserve was £29,694,678. This reserve
may also be used to fund dividend/distribution payments.
14. Net asset value (“NAV”) per Ordinary Share
Net assets per ordinary share as at 31 March 2024 of 109.86p is calculated based on £35,408,685 of net assets of the
Company attributable to the 32,181,795 Ordinary Shares in issue as at 31 March 2024.
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 the emerging markets.
Further detail on these risks and the management of these risks is included on page 20 in the Strategic report.
The Company’s financial assets and liabilities comprised:
As at 31 March 2024
Interest
bearing
£’000
Non-interest
bearing
£’000
Total
£’000
Investments – 33,678.0 33,678.0
Total investment – 33,678.0 33,678.0
Cash and cash equivalent – 2,393.2 2,393.2
Short term debtors – 127.5 127.5
Short term creditors – (405.2) (405.2)
Long term creditors – (384.7) (384.7)
Other assets – – –
Total financial assets – 35,408.8 35,408.8
Market price risk sensitivity
The effect on the portfolio of a 10.0% increase or decrease in market prices would have resulted in an increase
or decrease of £3,367,803 in the investments held at fair value through profit or loss at the period end, which is
equivalent to 9.51% of the net assets attributable to equity holders. This analysis assumes that all other variables
remain constant.
Management of liquidity risks
The Company has a diversified portfolio which is readily realisable. The liquidity of the portfolio is reviewed regularly
by the Investment Manager and the Board.
Notes to the Financial Statements (continued)
90
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
15. Financial instruments and capital disclosures (continued)
(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 and various other currencies. Change in the exchange rate between sterling and
respective currencies 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 31 March 2024
Investment
exposure
£’000
Net monetary
exposure
£’000
Total currency
exposure
£’000
Brazillian Real 743.7 1.2 744.9
Canadian Dollar 239.4 – 239.4
Chinese Yuan 1,652.4 – 1,652.4
Euro 3,046.6 – 3,046.6
Swiss Franc 543.9 543.9
Hong Kong Dollar 3,370 203.0 3573.0
Indonesian Rupee 818.3 – 818.3
Indian Rupee 8,065.4 1,284.0 9349.40
Japanese Yen 134.7 – 134.7
South Korean Won 2,740.9 167.0 2907.9
Mexican Peso 1,227.6 – 1,227.6
Malaysian Ringgit 286.0 – 286.0
Polish Zloty 836.5 836.5
Swedish Krona 302.4 302.4
Singapore Dollar 705.5 – 705.5
Taiwan Dollar 3,568.8 13.7 3,582.5
United States Dollar 3,798.0 3,798.0
South African Rand 1,332.1 1,332.1
Total investment 33,412.2 1668.9 35,081.1
Notes to the Financial Statements (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
15. Financial instruments and capital disclosures (continued)
Based on the financial assets and liabilities at 31 March 2024, and with all other variables remaining constant, if
the respective currencies had weakened/strengthened against the Great British Pound by 10%, the impact on the
Company’s net assets at 31 March 2024 would have been an increase/(decrease) in fair value as follows:
As at 31 March 2024
Increase in fair
value
£’000
Decrease in fair
value
£’000
Brazillian Real 74.4 74.4
Canadian Dollar 23.9 23.9
Chinese Yuan 165.2 165.2
Euro 304.7 304.7
Swiss Franc 54.4 54.4
Hong Kong Dollar 337.0 337.0
Indonesian Rupee 81.8 81.8
Indian Rupee 806.5 806.5
Japanese Yen 13.5 13.5
South Korean Won 274.1 274.1
Mexican Person 122.8 122.8
Malaysian Ringgit 28.6 28.6
Polish Zloty 83.7 83.7
Swedish Krona 30.2 30.2
Singapore Dollar 70.6 70.6
Taiwan Dollar 356.9 356.9
United States Dollar 379.8 379.8
South African Rand 133.2 133.2
Total investment 3,341.3 3,341.3
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 use 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 securities are held by the custodian.
Notes to the Financial Statements (continued)
92
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
15. Financial instruments and capital disclosures (continued)
Management of credit risks
The Company has appointed The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) as its custodian
bank and Barclays the provider of the cash account. The credit rating of HSBC and Barclays was reviewed at the time
of appointment and is 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 31 March 2024, HSBC held 33,678,027 GBP in respect of quoted investments. A total cash balance of 2,393,154 GBP
was held by the Company in the HSBC and Barclays accounts.
(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 £33,360,574.
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.
16. Related party transactions
The Alpha Fee payable to the Investment Manager is disclosed in Note 7.
White Oak Capital Partners provides investment advisory services to the Investment Manager and no fees are paid
to them from the Company.
Since commencement of operations on 3 May 2023 fees were payable at an annual rate of £35,000 to the Chairman,
£30,000 to the Chair of the Audit Committee, and £27,500 to the other Directors.
The Directors had the following shareholdings in the Company, all of which are beneficially owned.
As at
31 March 2024
Martin Shenfield (Chairman) 40,000 shares
Howard Pearce 20,000 shares
Tanit Curry 20,000 shares
Notes to the Financial Statements (continued)
93
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
17. Post balance sheet events
The NAV per share of the Company has increased by 2.75% from 28 March 2024 (last reported NAV of financial year)
to 11 June 2024 (latest available reported NAV).
On 7 May 2024, the Company announced a proposed transaction to effect a combination with Asia Dragon Trust plc.
Following the announcement by Asia Dragon Trust plc on 21 May 2024 that it was initiating a full strategic review of its
future, the Company announced that it intended to participate in that process. Further updates will be announced
by the Company as appropriate in due course.
As part of the Company’s share issuance programme by way of its block listing facility, a further 650,000 shares
were issued post period end to 7 June 2024 raising additional funds of £741,700.
Alternative Performance Measures
94
OTHER INFORMATION
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Ordinary share price to NAV premium
The amount, expressed as a percentage, by which the share price is more than the Net Asset Value per Ordinary
Share.
As at
31 March 2024
NAV total per Ordinary Share (p) a 109.86
Share price per Ordinary Share (p) b 105.00
Premium/(discount) Discount (b-a)/a (4.42)%
Ongoing charge Ratio
A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an
investment company.
Period ended
31 March 2024
Average NAV a 31,935,160.0
Annualised expenses* b 620,920.0
Ongoing charge ratio (b/a) 1.94%
* Annualised expenses exclude Alpha Fees expense.
Share price/NAV total return
A measure of performance that includes both income and capital returns.
Period ended 31 March 2024 Share price NAV
Opening at 3 May 2023 (p) a 100 98.26
Closing at 31 March 2024 (p) b 105 109.86
Total return* (b/a)-1 5.0% 11.81%
* NAV total return is based on opening NAV after launch expenses 98.26p per Ordinary Share
95
Glossary
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
AIC Association of Investment Companies
Alpha Fee The fee that the Investment Manager is entitled to receive under the
Investment Management Agreement subject to meeting the relevant
performance criteria as described in paragraph 6 of Part 3 of the Prospectus.
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
Directive or “AIFMD”
A European Union directive which came into force on 22 July 2013 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 UK corporation 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.
Management Shares Non-redeemable Management Shares of £1.00 each in the capital of the
Company held.
MSCI Emerging Markets Net Total Return
Index (in Sterling)
MSCI Emerging Markets Net Total Return Index (in Sterling) captures large and
mid-cap representation across 24 Emerging Markets (EM) countries.
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.
Glossary (continued)
96
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
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
Initiative “PRI”
Principles for Responsible Investment is a United Nations-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 which are available to be sold by a company to raise
funds.
Volatility A measure of how much a share moves up and down in price over a period of
time.
97
Shareholder Information
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Investing in the Company
Key Information Document
Investors should be aware that the Packaged Retail and Insurance-based Investment Products (PRIIPs) Regulation
requires the AIFM, as the PRIIP manufacturer, to prepare a key information document (KID) in respect of the Company.
This KID must be made available to retail investors prior to them making any investment decision and is available
on the Company’s website. The Company is not responsible for the information contained in the KID and investors
should note that the procedures for calculating the risks, costs and potential returns are prescribed by law. The
figures in the KID may not reflect the expected returns for the Company and anticipated performance returns cannot
be guaranteed.
Investment Platforms
The Board encourages shareholders to vote on the resolutions to be proposed at the AGM. Those retail shareholders
who hold their shares through an investment platform are reminded that, although you may not have an automatic
voting right, most investor platforms have processes in place to allow you to cast your vote and you should contact
your investment platform directly for further information and to do so in good time before returning your votes.
How to invest
Shares in the Company are listed on the main market of the London Stock Exchange (LSE: AWEM).
As with any publicly quoted company, the shares can be bought and sold on the stock market. This can be done
directly through a platform provider or through a wealth manager, financial adviser or stockbroker.
The Company’s website (https://awemtrust.com/) provides a selected list of platforms through which it is possible
to invest in the Company:
Hargreaves Lansdown Interactive investor Redmayne Bentley ShareDeal active EQi
Selftrade The Share Centre WHIreland X-O.co.uk AJ Bell
By clicking on any of the links provided on the Company’s website, you will leave the Company’s website and go to
an external website. Potential investors should note that the Company is not connected to any of these providers
and has no control over the content or accuracy of these websites.
Please remember that the value of investments and the income from them is not guaranteed and can go down as
well as up. Past performance is not a reliable indicator of future performance and investors might not get back the
original amount invested.
Warning to Shareholders – beware of share fraud
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that
turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an up-front payment.
If you are approached fraudulently, please inform the Financial Conduct Authority (FCA) by using the share fraud
reporting form at www.fca.org.uk/consumers where you can find out more about investment scams. You can also
call the FCA Consumer Helpline on 0800 111 6768. If you have already paid money to share fraudsters you should
contact Action Fraud on 0300 123 2040.
Shareholder Information (continued)
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
Financial calendar
Financial year end 31 March
Final results announced June
Annual General Meeting July
Half year end 30 September
Half year results announced December
Annual redemption point December (last business day)
History
Since its listing on the premium segment of the main market of the London Stock Exchange in May 2023, the
Company has been investing primarily in securities admitted to trading on any stock exchange (which may include
stock exchanges in Developed Markets) that provide exposure to companies that are domiciled in Global Emerging
Markets, or that are domiciled in Developed Markets but, at the time of investment, derive a majority of their economic
value, revenues or profits from, or whose assets or cost base are mainly located in, Global Emerging Markets.
Company Numbers
Company Registration Number: 14732678 SEDOL: BMZR7D1
ISIN: GB00BMZR7D19 Ticker: AWEM
LEI: 254900Z4X5Y7NTODRI75
Market Information, Website and Registered Office
The Company’s unaudited NAV per ordinary share is published daily, via the London Stock Exchange. The
Company’s ordinary shares are listed on the London Stock Exchange and are quoted on the Company’s website at
https://awemtrust.com/.
The Company’s website can be found at https://awemtrust.com/.
The Company’s Registered office is 18th Floor, The Scalpel, 52 Lime Street, London, EC3M 7AF
Enquiries relating to shareholdings, share certificates and dividend mandates
Enquiries about the following administrative matters should be addressed to the Company’s Registrar, Computershare
Investor Services PLC (Computershare), The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. (T 0370 707 1491, E: www.
investorcentre.co.uk/contactus).
• Change of address notification;
• Lost share certificates;
• Dividend payment enquiries;
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
• Dividend mandate instructions. Shareholders may have dividends paid directly into their bank or building
society accounts by completing a dividend mandate form. Tax vouchers, where applicable, are sent directly to
shareholders’ registered addresses; and
• Amalgamation of shareholdings. Shareholders who receive more than one copy of the Annual Report are invited
to amalgamate their accounts on the share register.
Shareholders can view and manage their shareholdings online at www.investorcentre.co.uk, including updating
address records, making dividend payment enquiries, updating dividend mandates and viewing the latest share
price. Shareholders will need their shareholder reference number, which can be found on their share certificate or a
recent dividend tax voucher, to access this site. Once signed up to Investor Centre, an activation code will be sent to
the shareholder’s registered address to enable the shareholder to manage their holding.
Directors, Investment Manager and Advisers
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Directors
Martin Shenfield (Chair & Nomination Committee
Chair)
Howard Pearce (Audit Committee Chair)
Tanit Curry (Management Engagement Committee
Chair)
Investment Manager and AIFM (Alternative
Investment Fund Manager)
Acorn Asset Management Ltd (Acorn)
4th Floor, 19 Bank Street
Cybercity, Ebene 72201
Republic of Mauritius
Investment Adviser
White Oak Capital Partners Pte. Ltd (White Oak)
3 Church Street
#22-04 Samsung Hub
Singapore 049483
Corporate Broker
Ellora Capital Partners LLP
53 Davies Street
London W1K 5JH
Bankers & Custodian
HSBC Bank plc
8 Canada Square
London E14 5HQ
Bankers (GBP)
Barclays Bank plc
1 Churchill Place
London
E14 5HP
Auditors
Ernst & Young LLP (EY)
25 Churchill Place
Canary Wharf
London E14 5EY
Registrar
Computershare Investor Services PLC (Computershare)
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Company Secretary & Administrator
JTC (UK) Limited
18th Floor, The Scalpel
52 Lime Street
London EC3M 7AF
Legal Adviser
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Global Tax Adviser
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
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Notice of Annual General Meeting 2024
Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
NOTICE IS HEREBY GIVEN that the first Annual General Meeting of Ashoka WhiteOak Emerging Markets Trust plc (the
“Company”) will be held at 10.00 a.m. on Tuesday, 16 July 2024 at the offices of JTC (UK) Limited, The Scalpel, 18th
Floor, 52 Lime Street, London EC3M 7AF (the “Annual General Meeting” or “AGM”) for the transaction of the following
business.
Resolutions
To consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 10 (inclusive) are proposed as
ordinary resolutions and resolutions 11 to 13 (inclusive) are proposed as special resolutions:
Ordinary Business
1. To receive and adopt the Annual Report and Financial Statements for the period ended 31 March 2024 together
with the report of the Auditor thereon.
2. To receive and approve the Directors’ Remuneration Report (other than the part containing the Directors’
remuneration policy), set out on pages 53 to 57 of the Annual Report and Financial Statements for the period
ended 31 March 2024.
3. To approve the Directors’ Remuneration Policy set out on page 53 of the Annual Report and Financial Statements
for the period ended 31 March 2024.
4. To appoint Ernst & Young LLP as the Company’s auditor 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.
5. To authorise the Directors to determine the auditor’s remuneration.
6. To elect Martin Shenfield as a Director of the Company.
7. To elect Howard Pearce as a Director of the Company.
8. To elect Tanit Curry as a Director of the Company.
9. To approve the Dividend Policy included in the Annual Report for the period ended 31 March 2024.
Special Business, including the grant of authority to issue ordinary shares (resolution 10), the dis-application of
pre-emption rights (resolution 11), the grant of authority to re-purchase ordinary shares (resolution 12) and the
grant of authority to call a General Meeting on 14 clear days’ notice (resolution 13).
10. 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 existing authorities, to exercise all the powers of the
Company to allot ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares”) up to an
aggregate nominal amount of £65,663.59, representing 20% of the entire issued ordinary share capital of the
Company as at 12 June 2024, 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
2025 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at
Notice of Annual General Meeting 2024 (continued)
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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 shares in pursuance of such an offer or agreement as if such authority had not expired,
and the Directors may allot the relevant shares in pursuance of such an offer or agreement as if such authority
had not expired;
11. That subject to the passing of resolution 10, in addition to any existing power under sections 570 and 573 of the
Act but without prejudice to the exercise of any such power prior to the date hereof, 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 2025 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 agreement as if
such power had not expired;
12. 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 Ordinary Shares provided
that:
a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 4,921,486
(representing 14.99 per cent of the issued Ordinary Share capital of the Company as at 12 June 2024 (being
the latest practicable date prior to the publication of this notice of Annual General Meeting));
b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be £0.01;
c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of
(i) 5 per cent. above the average of the mid-market values of the Ordinary Shares for the five business days
before the purchase is made; and (ii) that stipulated by the regulatory technical standards adopted by the
UK pursuant to the UK Market Abuse Regulation from time to time;
d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company
in 2025 or, if earlier, 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 its Ordinary Shares under the authority hereby conferred
prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry
of such authority, and may purchase its Ordinary Shares in pursuance of any such contract.
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13. 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.
Susan Fadil
For and on behalf of JTC (UK) Limited
Company Secretary
17 June 2024
18th Floor, The Scalpel,
52 Lime Street, London,
United Kingdom, EC3M 7AF
Notice of Annual General Meeting 2024 (continued)
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Notes to the notice of Annual General Meeting
(a) Any member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to
appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more
than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding,
a poll. A proxy need not be a member of the Company but must attend the Annual General Meeting in order
to represent his or her appointor. A member entitled to attend and vote at the Annual General Meeting may
appoint the Chair of the meeting or another person as his or her proxy, although the Chair will not speak for the
member. A member who wishes his or her proxy to speak for him or her should appoint his or her own choice of
proxy (not the Chair of the meeting) and give instructions directly to that person.
(b) A Form of Proxy which may be used to make this appointment and give proxy instructions accompanies this
notice. Details of how to appoint a proxy are set out in the notes to the Form of Proxy. If you do not have a
Form of Proxy and believe that you should have one, or if you require additional forms, please contact the
Company’s Registrar, Computershare Investor Services PLC (“Computershare”) with the contact details found
in Note (e). As an alternative to completing a hard copy Form of Proxy, proxies may be appointed electronically
in accordance with Note (e) below.
(c) To be valid, a Form of Proxy and (if required) the power of attorney or other written authority, if any, under which it
is signed or a certified copy of any such authority, must be delivered to the Company’s Registrar, Computershare
at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by 10.00 a.m. on Friday,
12 July 2024 or, if the Annual General Meeting is adjourned, not less than 48 hours (excluding any part of a day
which is not a working day) prior to the adjourned meeting.
To change your proxy instructions, you may return a new proxy appointment as set out above. Where you have
appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another
hard copy Form of Proxy, please contact Computershare. The deadline for receipt of proxy appointments (see
above) also applies in relation to amended instructions. Where two or more valid separate appointments of
proxy are received in respect of the same share in respect of the same meeting, the one which is last received
shall be treated as replacing and revoking the other or others.
In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy
notice clearly stating the intention to revoke the proxy appointment to Computershare at the address specified
above. In the case of a member which is a company, the revocation notice must be executed under its common
seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney
or any other authority under which the revocation notice is signed (or a duly certified copy of such power or
authority) must be included with the revocation notice.
The deadline for receipt of proxy appointments (see above) also applies in relation to a revocation notice. If a
member attempts to revoke his or her proxy appointment but the revocation is received after the time specified,
then subject to Note (f) below, the proxy appointment will remain valid.
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(d) In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in
which the names of the joint holders appear in the Company’s register of members in respect of the joint
holding (the first-named being the most senior).
(e) You may submit your proxy electronically at www.investorcentre.co.uk/eproxy. To do this, please register your
proxy vote electronically by accessing our Registrar’s website www.investorcentre.co.uk/eproxy, using control
number, Shareholder Reference Number (SRN) and PIN, all of which are available on the front of your Form of Proxy
or within the email received from Computershare (if applicable). If you need help with voting, please contact
Computershare on 0370 707 1491. Calls from outside the United Kingdom will be charged at the applicable
international rate. Computershare can be contacted by phone 8:30 am to 5:30 pm (UK time), Monday to Friday
(excluding public bank holidays in England and Wales).
(f) If you are a person who has been nominated under section 146 of the Companies Act 2006 (the “Companies
Act”) to enjoy information rights (“Nominated Person”), you do not have a right to appoint any proxies under
the procedures set out in these Notes. However:
• 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 Annual General Meeting; or
• 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 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.
(g) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service
may do so by using the procedures described in the CREST manual (available via www.euroclear.com). CREST
personal members or other CREST sponsored members, and those CREST members who have appointed a
voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to
take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST
message (“CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK &
International Limited’s (“EUI”) 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 issuer’s agent Computershare Investor Services PLC (under CREST
ID number 3RA50), no later than 10.00 a.m. on 12 July 2024, or, if the Annual General Meeting is adjourned, not
less than 48 hours (excluding any part of a day which is not a working day) prior to the adjourned meeting.
Notice of Annual General Meeting 2024 (continued)
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For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST applications host) from which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST should be communicated to
the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting
service providers should note that EUI 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 or
her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a
message is transmitted by the CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections
of the CREST manual concerning practical limitations of the CREST system and timings. The Group may treat
as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
(h) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its
behalf, all its powers as a member provided that no more than one corporate representative exercises powers
over the same share.
(i) Only those holders of the Company’s shares registered on the Register of Members of the Company as at
6.00 p.m. (UK time) on 12 July 2024 or, in the event that the Annual General Meeting is adjourned, on the Register
of Members 48 hours (excluding any part of a day which is not a working day) before the time of any adjourned
meeting, shall be entitled to attend and vote at the Annual General Meeting. Changes to entries on the Register
of Members after this time shall be disregarded in determining the right of any person to attend and vote at the
Annual General Meeting.
(j) Voting on resolutions 1 to 13 will be conducted by way of a poll. As soon as practicable following the Annual
General Meeting, the results of the voting will be announced via a regulatory information service and posted on
the Company’s website.
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform,
a process which has been agreed by the Company and approved by the registrar. For further information
regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on 12 July 2024 in
order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to
Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound
by them and they will govern the electronic appointment of your proxy.
(k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for
or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her
discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which
is put before the Annual General Meeting.
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(l) Under section 319A of the Companies Act, the Company must answer any question a member asks relating to
the business being dealt with at the Annual General Meeting unless:
• answering the question would interfere unduly with the preparation for the Annual General 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 Annual General Meeting that the
question be answered.
(m) Except as provided above, members who have general queries about the Annual General Meeting should write
to the Company Secretary at the registered office set out above.
(n) As at 12 June 2024 (being the latest practicable date prior to the publication of this Notice), the Company’s issued
share capital comprised 32,831,795 ordinary shares and 50,000 management shares and the total number of
voting rights in the Company was 32,831,795. Information regarding the number of shares and voting rights and,
if applicable, any members’ statements, members’ resolutions or members’ matters of business received by
the Company after the date of this Notice will be available on the Company’s website, https://awemtrust.com/.
(o) Members may not use any electronic address provided either in this Notice of Annual General Meeting, or any
related documents (including the Form of Proxy), to communicate with the Company for any purposes other
than those expressly stated.
(p) Under section 338 of the Companies Act, members meeting the threshold requirements set out in that section
have the right to require the Company to give notice of a resolution which may properly be moved at the Annual
General Meeting. Any such request, which must comply with section 338(4) of the Companies Act, must be
received by the Company no later than six weeks before the date fixed for the Annual General Meeting.
(q) Under section 338A of the Companies Act, members meeting the threshold requirements set out in that section
have the right to require the Company to include a matter (other than a proposed resolution) in the business to
be dealt with at the Annual General Meeting. Any such request, which must comply with section 338A(4) of the
Companies Act, must be received by the Company no later than six weeks before the date fixed for the Annual
General Meeting.
(r) Members satisfying the thresholds in section 527 of the Companies Act can require the Company to publish a
statement on its website setting out any matter relating to (a) the audit of the Company’s accounts (including
the Auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or
(b) any circumstances connected with an auditor of the Company ceasing to hold office since the last annual
general meeting, that the members propose to raise at this Annual General Meeting. The Company cannot
require the members requesting the publication to pay its expenses. Any statement placed on the website must
also be sent to the Company’s Auditor no later than the time it makes its statement available on the website.
The business which may be dealt with at the Annual General Meeting includes any such statement that the
Company has been required to publish on its website.
Explanatory Notes to Resolutions
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ORDINARY RESOLUTIONS
Resolutions 1 to 10 (inclusive) will be proposed as ordinary resolutions, which require more than 50% of the votes cast
in order to be passed.
Resolution 1: Receive the Annual Report and Financial Statements
The Companies Act requires the directors of a public company to lay before the company in general meeting copies
of the annual report, directors’ reports and its auditor’s report in respect of each financial year. These are contained
in the Company’s annual report and financial statements for the financial period ended 31 March 2024 (the “2024
Annual Report”). Accordingly, a resolution to receive the 2024 Annual Report is included as an ordinary resolution.
Resolution 2: Approve the Directors’ remuneration report
The Directors’ remuneration report (other than the part containing the Directors’ remuneration policy) can be found
on pages 53 to 57 of the 2024 Annual Report and is subject to an advisory vote by Shareholders, which is proposed
as an ordinary resolution. It details the payments that have been made to Directors during the year, in accordance
with the remuneration policy that is being put to Shareholders for approval in resolution 3. The remuneration report
will be presented to Shareholders on an annual basis.
Resolution 3: Approve the Directors’ remuneration policy
The Board is required to put forward for Shareholder approval at its first AGM, and on a triennial basis thereafter, a
remuneration policy. Accordingly, the remuneration policy as can be found at page 53 of the 2024 Annual Report
is being proposed to Shareholders via an ordinary resolution. If the requisite Shareholder approval is obtained, the
provisions set out in the remuneration policy will apply from the date of the Annual General Meeting and would next
be submitted for Shareholder approval at the Company’s upcoming AGM in 2027.
Resolutions 4 and 5: Appointment of Auditor and Auditor’s remuneration
Resolution 4 relates to the appointment of Ernst & Young LLP as the Company’s Auditor to hold office until the conclusion
of the next general meeting of the Company at which the accounts and reports of the Directors and Auditor are laid.
This resolution is recommended by the Company’s Audit Committee and endorsed by the Board. Accordingly, it is
proposed, as an ordinary resolution, to appoint Ernst & Young LLP as the Company’s Auditor. Resolution 5 authorises
the Directors, upon recommendation from the Company’s Audit Committee, to fix the Auditor’s remuneration.
The Directors note that no non-audit services were provided to the Company for the period ended 31 March 2024.
Resolutions 6 to 8: Election of Directors
The Company’s articles of association (the “Articles”) specify that at each annual general meeting, there shall retire
from office any Director who shall have been a Director at each of the two preceding annual general meetings and
who was not appointed or re-elected by the Company in General Meeting at, or since, either such Annual General
Meeting. However, to comply with good governance practice each Director will retire from office at the Company’s
first Annual General Meeting and be subject to election by Shareholders. Thereafter, each Director will also be subject
to annual re-election by Shareholders.
Accordingly, each of the existing Directors will retire from office with effect from the conclusion of this Annual General
Meeting and Martin Shenfield, Howard Pearce and Tanit Curry will stand for election by the Shareholders.
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Biographies of each member of the Board standing for election can be found on pages 37 and 38 of the 2024 Annual
Report.
The Directors believe that the Board has an appropriate balance of skills, experience, independence and knowledge
of the Company and the sector in which it operates to enable it to provide effective strategic leadership and proper
guidance of the Company. The Board confirms that, following the evaluation process set out in the Corporate
Governance Report on page 43 of the 2024 Annual Report, the performance of each of the Directors is, and continues
to be, effective and demonstrates their respective commitment to the role. The Board believes, therefore, that it is in
the interests of Shareholders that Martin Shenfield, Howard Pearce and Tanit Curry be elected.
Resolution 9: Approval of the dividend policy
Resolution 9 concerns the approval of the Company’s dividend policy which is to manage the Company’s affairs
to achieve Shareholder returns primarily through capital growth rather than income. Any income derived from the
Company’s operations would normally, in the first instance, be used to cover operating expenses. Therefore, it should
not be expected that the Company will pay a significant annual dividend, if any.
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 (as calculated for tax purposes) 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.
Resolution 10: Authority to Allot Shares
This resolution deals with the Directors authority (in addition to any existing authorities) to allot Ordinary Shares
generally and unconditionally in accordance with section 551 of the Companies Act up to an aggregate of 6,566,359
Ordinary Shares of £0.01 each in the capital of the Company (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 2025 or, if earlier, on the expiry of 15 months from the passing of this resolution.
Resolution 10 along with Special Resolution 11 as described below, intends to authorise the Board to allot shares in
the capital of the Company and to grant rights to subscribe to, or to convert any security into shares on a non-pre-
emptive basis.
SPECIAL RESOLUTIONS
Resolutions 11 to 13 (inclusive) will be proposed as special resolutions, which require a majority of at least 75% to be
passed.
Resolution 11: Disapplication of Statutory Pre-emption Rights
This resolution seeks to provide the Directors with the power (in addition to any existing power) to allot Ordinary
Shares and to sell Ordinary Shares from treasury for cash pursuant to the authority referred to in Resolution 10 above
on a non-pre-emptive basis, 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 2025 or, if earlier,
on the expiry of 15 months from the passing of this resolution.
Explanatory Notes to Resolutions (continued)
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Resolution 12: Market purchases of own shares
This resolution seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed
as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 4,921,486 of its
Ordinary Shares, being approximately 14.99% of the Company’s issued Ordinary Share capital as at 12 June 2024
(being the latest practicable date prior to the publication of this Notice).
The resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased
under this authority. The authority will expire on the earlier of 15 months from the passing of the resolution and the
Company’s next annual general meeting.
The Directors believe that it is prudent to obtain the flexibility that this resolution provides; and will only exercise
the authority to purchase Ordinary Shares where they consider that such purchases will be in the best interests of
Shareholders generally and will result in an increase in earnings per Ordinary Share.
The Company may either cancel any Ordinary Shares it purchases under this authority or transfer them into treasury
(and subsequently sell or transfer them out of treasury or cancel them). The Directors currently intend to cancel all
shares purchased under this authority.
As at 12 June 2024, there are no outstanding options or warrants to subscribe for Ordinary Shares in the capital of
the Company.
Resolution 13: Notice period for general meetings
Resolution 13 is to be proposed as a special resolution to allow the Company to hold general meetings (other than
annual general meetings) on at least 14 clear days’ notice.
The minimum notice period for general meetings of listed companies is 21 clear days, but companies may reduce
this period to 14 days (other than for annual general meetings) provided that two conditions are met. The first
condition is that the Company offers a facility for Shareholders to vote by electronic means. This condition is met if
the Company offers a facility, accessible to all Shareholders, to appoint a proxy by means of a website. The second
condition is that there is an annual resolution of Shareholders approving the reduction of the minimum notice period
from 21 clear days to 14 clear days.
If approved, the resolution will be effective until the end of the Company’s next Annual General Meeting, when it is
intended that the approval be renewed. The Board will consider on a case-by-case basis whether the use of the
flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether
the business of the meeting is time sensitive.
RECOMMENDATION ON RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING
The Board is of the opinion that all resolutions being proposed at the upcoming Annual General Meeting are in the
best interests of the Company and its Shareholders and therefore unanimously recommends that you vote in favour
of resolutions 1 to 13 (inclusive).
The Directors intend to vote in favour of these resolutions in respect of all shares in respect of which they have voting
control, which amount in aggregate to 80,000 Ordinary Shares representing approximately 0.24% of the existing
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Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2024
issued Ordinary Share capital of the Company as at 12 June 2024 (being the latest practicable date prior to the
publication of this Notice).
ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders are strongly advised to vote on the resolutions to be proposed at the Annual General Meeting in
advance. To do this, you can appoint a proxy by using one of the methods set out in the notes to the Notice of Annual
General Meeting on pages 104 to 107 of this document.
Shareholders who hold their shares through an investment platform or other nominee service are encouraged to
contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged on their
behalf.
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