ASHOKA INDIA EQUITY INVESTMENT TRUST PLC
ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Investment Objective, Financial Information and Performance Summary
Investment Objective
The investment objective of the Ashoka India Equity Investment Trust plc (the "Company") is to achieve long-term capital appreciation, mainly through investments in securities listed in India and listed securities of companies with a significant presence in India.
Financial information
|
As at 30 June 2022 |
As at 30 June 2021 |
Net asset value ("NAV") per Ordinary Share (cum income) |
174.2p |
158.9p |
Ordinary Share price |
175.0p |
162.5p |
Ordinary Share price premium to NAV 1 |
0.5% |
2.3% |
Net assets |
£187.4million |
£136.6million |
|
========== |
========== |
Performance summary
|
30 June 2022
|
30 June 2021
|
Share price total return per Ordinary Share 1, 2 |
7.7% |
65.0% |
NAV total return per Ordinary Share 1 |
9.6% |
52.6% |
MSCI India IMI Index (Sterling terms) 2,3 |
7.2% |
45.2% |
|
========== |
========== |
1 These are Alternative Performance Measures.
2 Total returns in sterling for the year ended 30 June 2022 and 2021.
3 Source: Bloomberg
Alternative Performance Measures ("APMs")
The disclosures as indicated in the footnote above represent the Company's APMs. Definitions of these APMs and other performance measures used by the Company, together with how these measures have been calculated, can be found in the Annual Report.
STRATEGIC REPORT
CHAIRMAN'S STATEMENT
I am pleased to present the fourth annual results of Ashoka India Equity Investment Trust plc for the period to 30 June 2022. I think it unlikely that many predicted the world would move from one global crisis straight into another, albeit the latter being completely different and brought about through the bellicose actions of one of the world's few superpowers. It takes a brave soul to become a fund manager and be responsible for the fortunes of investors' money at the best of times, but the last almost-three years have tested the abilities of the very finest.
As I have reported on previous occasions, your Board has the utmost confidence in the teams at Acorn Asset Management and White Oak Capital Management (Investment Manager and Adviser respectively) to deliver the very best performance for Shareholders over the longer term but I am also very pleased to report that, despite continued global headwinds, the Company's net asset value and share price performance were ahead of the Company's benchmark index for the year under review. Again, I must compliment the investment teams for maintaining their focus, applying due diligence and concentrating on investment principles.
Performance
The Company's net asset value (NAV) returned 9.6% over the period and the share price 7.7% against its benchmark index, the MSCI IMI, which returned 7.2% (in sterling terms). Since the Company's inception in July 2018, the NAV has increased by 75.4% and the Company's share price has increased by 73.4%, both comfortably ahead of the benchmark index which grew by 33.9% (in sterling terms). The Company's share price stood at 175.0p at the year end, a 0.5% premium to NAV.
Since the end of the Company's 2021/22 financial year, both NAV and share price have been strong; as at 3 October 2022, the latest practicable date before publication of this Report, the NAV was 204.59p and the share price stood at 215p.
Investment Policy
As the Company has grown, further opportunities to invest in well-managed businesses have presented themselves. As a result, both the Investment Manager and Investment Adviser considered it would be beneficial to Shareholders for the Board to request an amendment to the Company's Investment Policy to take advantage of such opportunities. Subsequently, after the year end, at a General Meeting held on 29 July 2022, Shareholders approved a change in the Company's Investment Policy that increased the number of portfolio investments that may be held from approximately 25-50 to approximately 50-100. There were no other changes to the Investment Policy.
Share Issuance
The Company responded to further demand from Shareholders to issue new shares, at a small premium to the prevailing net asset value. In total, 22,590,042 new Ordinary Shares (including 4,239,763 shares related to payment of the performance fee for the three-year period ended 30 June 2021) were issued during the year under review. As at the year end there were 107,567,672 shares in issue.
Dividend Policy
The Company's principal objective is to provide returns through long-term capital appreciation, with income being a secondary consideration. Therefore, Shareholders should not expect that the Company will pay an annual dividend, under normal circumstances. Whilst the portfolio does generate a small amount of income, this is used to defray running costs. However, if a sufficient surplus is generated, the Company may declare an annual dividend to maintain UK investment trust status. In the year under review, total surplus revenue amounted to £6,000. No dividend has been declared for the year ended 30 June 2022 (2021: nil).
Redemption Facility
The Company has a redemption facility through which Shareholders are entitled to request the redemption of all or part of their holding of Ordinary Shares on an annual basis. The Redemption Point for the Ordinary Shares this year is 30 September 2022.
As announced on 5 September 2022, the total number of ordinary shares in respect of which valid redemption requests were received for this Redemption Point was 124,374, all of which were immediately placed with buyers by the Company's corporate broker, Peel Hunt.
Performance Fee
The Company renewed its contract with its Investment Manager, Acorn Asset Management Ltd, on the same terms with effect from the start of the financial year under review, namely 1 July 2021.
To remind Shareholders of the Company's fee arrangements, no annual management fee is paid; the Investment Manager, Acorn Asset Management Ltd, is remunerated solely by means of a performance fee, based on the level of performance relative to the Company's benchmark index, the MSCI IMI, over a three-year period ending 30 June 2024. Details of the performance fee can be found on succeeding pages of this Report.
As I said last year, the Company's portfolio is actively managed and seeks an excess return relative to its benchmark index (known as "alpha"). This investment style may lead to occasional greater volatility than the benchmark index but has produced outstanding returns for Shareholders since inception. The Board remains fully supportive of this investment approach and the renewed terms of remuneration for the Investment Manager.
For the year under review, no provision for a performance fee has been accrued.
Annual General Meeting
The Company will hold its Annual General Meeting on 8 December 2022 at the offices of Stephenson Harwood, 1 Finsbury Circus, London, EC2M 7SH, starting at 10:45 am. Given the constraints of the last two years, the Board will be delighted to see all Shareholders who are able to attend.
Outlook
The Investment Manager's report that follows goes into its usual detail on the portfolio's performance over the last year and the challenges they faced.
2022 marks the 75th anniversary of India's independence. In that time, India has become a dynamic democracy competing on the world stage with a young, well-educated, aspirational workforce. In a direct comparison with the growth of an autocratic China, being a democracy has likely held back the pace of growth but the world is a better place for the path India has chosen to follow, albeit with the usual challenges when an emerging economy allows its people free choice.
With war in Europe exacerbating global inflationary pressures and supply line shortages, the Modi government continues to successfully tread a fine line between competing global interests; it imports approximately 85% of its oil requirements but, at the same time, wants and needs to maintain and grow its trade globally.
Opinion polls suggest the Modi government looks set to be returned to power in 2024. Modi retains a business-friendly approach and it's arguable that continued stability has material benefits for an entrepreneurial nation seeking to escape the tag "emerging".
This will take time but the innovative investment options presenting themselves to the Company's management team are only likely to increase in the coming years, thus further enhancing the possibility of capital growth for Shareholders over the longer term. It is gratifying from my perspective to be able to reassure Shareholders that strong corporate governance and research both continue to play prominent roles when selecting investments for the Company's portfolio.
We all hope that 2023 will see an easing of hostilities in Europe, restored supply lines, reduced inflationary pressures and lower interest rates. Not too much to hope for, surely? If achieved, the signs are already emerging that India's economy will gather strength as the world returns to growth.
As ever, thank you for being a shareholder in Ashoka India. The Investment Manager and Adviser remain as dedicated as ever to their task and your Board equally confident in their ability to produce top quality returns for Shareholders over the longer term.
ANDREW WATKINS
Chairman
5 October 2022
Investment Manager's Report
Market Review
The MSCI India Investable Market Index (''MSCI India IMI Index (in sterling terms)'') was up by 7.2% during the year to 30 June 2022, outperforming both the developed as well as emerging markets. In the same period the S&P 500 returned 0.9%, the MSCI World Index was down by 2.9%, and the MSCI Emerging Markets Index was down by 15.3% (all in sterling terms). Crude oil prices increased by 77.1% and the Indian rupee depreciated by 5.8%. Amongst sectors, utilities, energy, and real estate outperformed whilst healthcare, materials and financials underperformed.
Performance Review
The Company has delivered a sterling NAV total return of 9.6% during the year, outperforming the benchmark MSCI India IMI (in sterling terms) by 2.4%.
Overall, despite a turbulent market environment, the portfolio has outperformed during the year given that it is very well diversified and balanced across both cyclical and counter-cyclical sectors, while consciously avoiding market timing, sector rotation and other such top-down bets.
Key contributors & detractors
Contributors
Laxmi Organic Industries
is a specialty chemicals company and amongst the largest and lowest cost manufacturers of Ethyl Acetate, with approximately 30% market share in India. It is now venturing into high value-added businesses such as niche products and chemistries. After the acquisition of Clariant's business unit in 2010, it is the only manufacturer of diketene derivatives in India. Additionally, the company is expanding into another platform by acquiring Miteni in Italy, a niche fluorochemical manufacturer with a unique portfolio of products. The profit contribution from value-added, high margin business is expected to increase materially from 55% in 2020 to 80% in 2025. The stock appreciated during the year due to the company's expanding profit margins and robust operating performance.
Persistent Systems is a mid-sized IT services company with deep domain expertise in healthcare, life sciences and financial services verticals, and a niche positioning in adjacent areas such as health-tech and fin-tech. The company has forged strong partnerships with leading enterprise software ecosystems such as Salesforce, Appian, and Snowflake. It also has strong capabilities in product engineering services with the likes of IBM, CISCO, Intuit and Dassault Systems as key customers. The business has de-risked its revenue base, lowered client concentration and increased the number of its large accounts. The stock has outperformed due to strong growth outlook with several margin levers which will drive healthy free cash flow growth over the coming years.
ICICI Bank is one of the leading private sector banks in India. Given the under-penetration of credit, the Indian banking sector offers a long runway for growth. Well run private sector banks, like ICICI Bank, are gaining market share from poorly run government owned banks, which account for two thirds of the industry. Following a leadership change in 2018, the new management team is leveraging on the wide distribution franchise, a new risk-based pricing approach and digital offerings to accelerate market share and return ratios. ICICI Bank continues to improve its margin and core profitability whilst decreasing the Non-Performing Assets. The stock outperformed on the back of this continued strong operating performance.
Detractors
Truecaller
is a leading technology company that provides consumer and business identity verification services. It has built a dominant market share of approximately 80% in India over the past decade on the back of sustained strong growth and has become a category-defining brand in the process. It also has leadership positions in other emerging markets such as Egypt and Nigeria, and is a challenger in Indonesia and Malaysia. The company has started monetizing its highly engaged user base by ramping up ad-impressions, which has significant headroom for expansion. Innovative products such as value-add premium subscriptions for consumers, and enterprise verification solutions for businesses are driving rapid growth in core geographies, even as it gains market share in newer countries. It is a highly profitable business run by credible technology entrepreneurs from Sweden. It was one of the best performing stocks in the portfolio in 2021, but its share price declined sharply in 2022 amidst the global sell-off in technology stocks.
Metropolis Healthcare is one of the leading players in the diagnostic space with a dominant presence in key cities such as Mumbai, Pune, and Bangalore. The company offers a comprehensive range of over 4,000 clinical laboratory tests and profiles. It also has a wide network of 64 Satellite labs, capable of conducting routine and semi-specialized tests, and 47 express labs for conducting routine tests. Over the last few years, the company has increased its focus on the more profitable Business to Consumer segment, whilst expanding its collection centre network nearly ten-fold to 2,500. The recent underperformance was led by lower-than-expected Covid testing volumes and slower execution in a key government contract.
Cartrade is the leader in Business to Business ("B2B") auctions of used vehicles and the number two player in online auto classifieds in India. The B2B auctions segment is driven by a shift towards organised technology led platforms offering an omnichannel experience and expansion in the share of used vehicles within the installed base. Growth in the online auto classifieds segment is driven by under-penetration of digital advertisement spends, market share gains from offline advertising mediums and a structural increase in car ownership. A profitable duopoly market structure presents scope for good operating leverage and margin expansion. The company's leadership team has decades of experience in the automotive and technology sectors. CarTrade has several growth options, including cross-selling insurance & loans products and providing repair & maintenance services. The stock underperformed during the year due to concerns around increased competitive intensity.
Investment Outlook
The sharp recovery in equity markets in 2021 was punctuated by a volatile start to 2022 with geopolitical tensions resulting in a supply squeeze leading to near-record high resource prices, monetary tightening by global central banks, and fears of a recession in the US and Europe.
Despite the rising concerns over sharp input cost inflation and global growth slowdown, India's high frequency indicators continue to remain healthy. The Manufacturing Purchasing Managers' Index ("PMI") remained in an expansionary zone, averaging at 54.2 between June 2021 to June 2022. The Index of Industrial Production ("IIP") was up by 8% year on year, and the core sector grew by 14% over the last year to June 2022. The latest survey by the central bank, The Reserve Bank of India, indicates improving utilisation levels, which along with accelerating end demand, is leading to higher capacity additions across sectors. Management guidance for capacity expansion is higher than pre-Covid levels for sectors such as automotives, cement, and metals.
While private sector capital expenditure ("capex") is indicating early signs of revival, government's spend on roads, railways, defence, and housing have remained buoyant. In this context, it is worth highlighting the key takeaways from the financial year 2023 (year ending March 2023) budget announced in February 2022. Whilst the budget signalled policy continuity with a thrust on capex, additional announcements were made towards enhancing the ease of doing business and boosting exports and manufacturing. There was an added emphasis on new areas such as sustaining digital ecosystems and urbanisation. The budget follows the previously announced measures by the government to improve the ease of doing business in India. In addition, there is an added emphasis on digitisation, and streamlining the compliance process. Overall, tax collections have been ahead of the usual run rate and this is likely to support higher government spending on infrastructure. In this regard, investors will keenly monitor the progress of the US$80 billion National Monetisation Pipeline program.
Rising energy prices have been a cause of concern globally. However, a greatly underappreciated aspect of this has been the structurally declining vulnerability of Indian economy to rising crude oil prices. India imports 85% of its crude oil requirements and this has attracted much attention over the years. Nevertheless, there is little evidence to suggest that India is disproportionately affected by rising oil prices - the sensitivities of macro variables to oil prices are in-line with what is observed for most other emerging market economies.
In any case, our view is that it is logical to expect that the impact of higher oil prices on macroeconomic variables plays out in a continuum, and no specific price point can be considered as a particularly bad threshold. Furthermore, the vulnerability of these macro variables at a given oil price level has reduced materially over the years due to faster economic growth and more exports than oil consumption. If one were to take a specific level of Current Account Deficit ("CAD") to Gross Domestic Product (e.g., 2%) as a benchmark, then the price of oil at which such CAD level is estimated to be breached has been rising over time. At the turn of the century, this oil price threshold was considered to be US$40 per barrel of crude oil and is now estimated to be in the range of US$90 - $100 per barrel. However, perception might take longer to catch up. Furthermore, an adequate level of foreign exchange reserves (US$574 billion as of June 2022, nine months import cover) provides policy levers to navigate the prevailing macro environment.
The pandemic and geopolitical tensions over the last few years have accelerated supply chain diversification across various industries, a phenomenon that has already been underway for many years. Heightened boardroom focus on supply chain flexibility at Fortune 500 companies bodes well for market share gain by the Indian manufacturing sector. Our interactions with corporates in both listed and unlisted segments suggest that inquiry levels and focus on order books are healthy, despite the lingering supply chain issues. There is also early evidence of India benefiting from disruptions in China, with India's market share of US imports rising to 2.0% from 1.6% two years prior. Despite the recent strong growth, India's global share in many sectors such as chemicals and engineering goods is still small (approximately 2% to 4%). Even a 1% to 2% incremental market share gain from China, could result in high-teens growth rates for these sectors.
India's exports remained a bright spot with 25.6% growth on a two-year Compound Annual Growth Rate ("CAGR") basis (between June 2020 to June 2022). This has been supported by tailwinds such as: a faster pace of formalization catalysed by The Goods and Services Tax; the government's focus on 'Make in India' with the implementation of a US$30 billion Production Linked Incentive scheme, changing global trade dynamics which includes diversification of supply chains away from China; and favourable demographics with a technically skilled labour force.
The recent uptick in inflation (7.8% in April, 7.0% in May and 6.7% in June) prompted the Reserve Bank of India ("RBI") to hike the repo rate by 0.4% in an off-cycle policy meeting in May, followed by a 0.5% increase in the June and August monetary policy meetings. To reduce the pass-through of elevated global prices into domestic inflation, the government announced measures such as lowering excise duties on diesel and petrol, restricting agricultural exports and increasing fertilizer subsidies. Despite the near-term spike, India's Consumer Price Index is not much above the upper end of the RBI's tolerance band (between 2% and 6%). Besides, India's core services inflation is at a reasonably contained level of approximately 4%. With monetary and fiscal policy working in tandem, India's inflation trajectory should remain under control over the medium term.
India's corporate earnings continue to be strong. Nifty earnings for the financial year 2022 grew by 33% year-on-year, at its highest pace since 2004. Earnings are further projected to grow by 16% CAGR for the next two years. In the context of rising concerns about global growth, it is worth re-iterating that given its well-diversified corporate mix, India's earnings have generally been more resilient than its emerging market peers during previous downcycles.
Several portfolio companies have experienced steep input cost inflation, but as has been the case, these companies tend to be market leaders and have been better positioned to navigate an inflationary environment. Historically, in our observation, commodity price fluctuations are passed through the food chain and absorbed by consumers, with hardly any lasting effect on business economics or value.
We put particular emphasis on the corporate governance standards of the companies we evaluate. We qualitatively screen out companies where we believe corporate governance is below average or otherwise of an unacceptable standard. This approach has helped us circumvent many recent corporate governance disasters.
We employ significant research resources to build a deep understanding of various business models across emerging and developed markets (including engaging with experts and industry professionals from across the world) and to track Environmental Social and Governance (ESG) issues. More detail on this can be found within the ESG Policy in the Annual Report. The outperformance against both the MSCI India IMI Index (in sterling) and the peer group across various market cycles has been due to the balanced portfolio construction approach, which ensures that alpha generation is a function of stock selection rather than sector rotation or other top-down bets.
In closing, we remain cautiously optimistic and continue to believe the structural growth drivers of the Indian economy are deep rooted and, near-term challenges notwithstanding, India presents an attractive long-term investment opportunity.
ACORN ASSET MANAGEMENT LTD
5 October 2022
Top Ten Holdings
|
|
% of net |
ICICI Bank Ltd |
Financials |
6.9 |
Infosys Ltd |
Information Technology |
5.8 |
Cholamandalam Investment and Finance Co Ltd |
Financials |
3.9 |
Maruti Suzuki India Ltd |
Consumer Discretionary |
3.4 |
Titan Co Ltd |
Consumer Discretionary |
3.1 |
Asian Paints Ltd |
Materials |
3.0 |
Nestle India Ltd |
Consumer Staples |
2.6 |
HDFC Bank Ltd |
Financials |
2.6 |
Cipla Ltd/India |
Health Care |
2.6 |
Persistent Systems Ltd |
Information Technology |
2.5 |
|
|
--------------- |
Top ten holdings |
|
36.4 |
|
|
========= |
Other holdings |
|
61.5 |
|
|
--------------- |
Total holdings in companies |
|
97.9 |
|
|
========= |
Cash and other net assets |
|
2.1 |
|
|
--------------- |
Total Net assets |
|
100.0 |
|
|
========= |
Investment Policy, Results and Key Performance Indicators
Following the Company's year end, Shareholder approval was obtained on 29 July 2022 to make an amendment to the Company's Investment Policy. The updated Investment Policy can be found below and further information on the amendment is included within the Annual Report.
Investment Policy
The Company shall invest primarily in securities listed on any recognised stock exchange in India and securities of companies with a Significant Presence in India that are listed on stock exchanges outside India. The Company may also invest up to 10 per cent. of Gross Assets (calculated at the time of investment) in unquoted companies with a Significant Presence in India.
A company has a "Significant Presence in India" if, at the time of investment, it has its registered office or principal place of business in India, or exercises a material part of its economic activities in India.
The Company shall primarily invest in equities and equity-related securities (including preference shares, convertible unsecured loan stock, rights, warrants and other similar securities). The Company may also, in pursuance of the investment objective:
· hold publicly traded and privately placed debt instruments (including bonds, notes and debentures);
· hold cash and cash equivalents including money market liquid/debt mutual funds;
· hold equity-linked derivative instruments (including options and futures on indices and individual securities);
· hedge against directional risk using index futures and/or cash;
· hold participation notes; and
· invest in index funds, listed funds and exchange traded funds.
Notwithstanding the above, the Company does not intend to utilise derivatives or other financial instruments to take short positions, nor to increase the Company's gearing in excess of the limit set out in the borrowing policy, and any restrictions set out in this investment policy shall apply equally to exposure through derivatives.
The Company will invest no more than 15 per cent. of Gross Assets in any single holding or in the securities of any one issuer (calculated at the time of investment) and will typically invest no more than 40 per cent. of Gross Assets in any single sector (calculated at the time of investment).
The Company is not restricted to investing in the constituent companies of any benchmark. It is expected that the Company's portfolio will comprise approximately 50 to 100 investments although, in order to allow the Investment Manager and Investment Adviser flexibility to take advantage of opportunities as they arise, the portfolio may occasionally comprise holdings outside of this range.
In order to comply with the Listing Rules, the Company will not invest more than 10 per cent. 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 per cent. of their gross assets in other listed closed-ended investment funds. Additionally, in any event the Company will itself not invest more than 15 per cent. of its Gross Assets in other investment companies or investment trusts which are listed on the Official List.
The Company does not expect to take controlling interests in investee companies and will at all times invest and manage the portfolio in a manner consistent with spreading investment risk and in accordance with the FPI Regulations and applicable law.
It is expected that the Company's investments will predominantly be exposed to non-Sterling currencies (principally Rupees) in terms of their revenues and profits. The base currency of the Company is Sterling, which creates a potential currency exposure. Whilst the Company retains the flexibility to do so, it is expected in the normal course that this potential currency exposure will not be hedged using any sort of foreign currency transactions, forward transactions or derivative instruments.
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 20 per cent. of Net Asset Value at the time of drawdown of the relevant borrowings or entering into the relevant transaction, as appropriate.
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 and the industrial classification of the portfolio at the Company's year end are shown above.
Dividend policy
The Board intends to manage the Company's affairs to achieve Shareholder returns through capital growth rather than income. Therefore, it should not be expected that the Company will pay an annual dividend.
Regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011 provides that, subject to certain exceptions, an investment trust may not retain more than 15 per cent. of its income in respect of each accounting period. Accordingly, the Company may declare an annual dividend from time to time for the purpose of seeking to maintain its status as an investment trust.
Results and dividend
The Company's revenue surplus after tax for the year amounted to £6,000 (30 June 2021: revenue surplus of £55,000). The Company made a capital surplus after tax of £9,218,000 (30 June 2021: capital surplus of £40,299,000). Therefore, the total surplus after tax for the Company was £9,224,000 (30 June 2021: surplus of £40,354,000).
The amended ITC regulations by the Investment Trust (Approved Company) (Tax) (Amendment) Regulations 2013 (SI 2013/1406) allows an investment trust with an accumulated deficit on revenue reserves brought forward to utilise this against a revenue surplus in an accounting period. The Board is therefore proposing that no dividend be paid in respect of the year ended 30 June 2022.
Key performance indicators ("KPIs")
The Board measures the Company's success in attaining its investment objective by reference to the following KPIs:
(i) Achievement of NAV and share price growth over the long term
The Board monitors both the NAV and share price performance and compares them with the MSCI India IMI Index (in 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 year to 30 June 2022 were 9.6% and 7.7% (30 June 2021: 52.6% and 65.0%) respectively compared to a total return of 7.2% (30 June 2021: 45.2%) for the MSCI India IMI Index (sterling).
The Chairman's statement above incorporates a review of the highlights during the year. The Investment Manager's Report above highlights investments made during the year and how performance has been achieved.
(ii) Maintenance of a reasonable level of premium or discount of share price to NAV
The Company's Broker monitors the premium or discount on an ongoing basis and keeps the Board updated as and when appropriate. At quarterly Board meetings the Board reviews the premium or discount in the period since the previous meeting in comparison with other investment trusts 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 Company's shares traded at a premium of 0.5% on 30 June 2022 (30 June 2021: premium of 2.3%).
(iii) Maintenance of a reasonable level of ongoing charges (excluding performance fee)
The Board receives monthly management accounts which contain an analysis of expenditure, and these are formally reviewed at quarterly Board meetings. The Management Engagement Committee formally reviews the fees payable to the Company's main service providers on an annual basis. The Board reviews the ongoing charges on a quarterly basis and considers these to be reasonable in comparison to the Company's peers.
Based on the Company's average net assets during the year ended 30 June 2022, the Company's ongoing charges figure calculated in accordance with the AIC methodology was 0.5% (30 June 2021: 0.5%).
Risk and Risk Management
Principal and emerging risks and uncertainties
Description |
Mitigation |
Economic and market conditions
Weak economic and market conditions in Europe and the US may lead to foreign disinvestment in Indian equities (the "flight to quality"). |
India is to a degree protected from global economic downdrafts and increases in world inflation as it is a relatively closed economy and not as vulnerable to high and rising energy prices as in the past. Whilst not immune from disrupted global trade, India may benefit from a change of supply lines from, in particular, China. In addition, India is not saddled with the debt problems of Europe and the US and the currency should therefore remain stable or appreciate against the currencies of its main trading partners. The Investment Advisor has a proven and extensive track record and, together with the broker has an active and regular dialogue with Shareholders. Relevant disclosures have been made in the Prospectus. |
Sectoral diversification
|
From 29 July 2022 the investment policy was changed to allow approximately 50 to 100 stocks to be held in the portfolio to assist with diversification. Whilst the Company does not have a benchmark, the Board measures performance for reference purposes against the MSCI India IMI Index (in sterling). The Board also monitors performance relative to the Company's peer group over a range of periods, taking into account the differing investment policies and objectives. |
Corporate governance and internal control risks (including cyber security)
The main risk areas arising from the above contracts relate to allocation of the Company's assets by the Investment Manager, and the performance of administrative company secretarial, registration and custodial services. These could lead to various consequences including the loss of the Company's assets, inadequate returns to Shareholders and loss of investment trust status. Cyber security risks could lead to breaches of confidentiality, loss of data records and inability to make investment decisions. |
|
Regulatory risks
|
|
Financial risks
|
|
Emerging risks
Climate change leads to additional costs and risks for portfolio companies. |
The Company's ESG Policy is updated annually and is published on the Company's website. The ESG Policy includes ESG factors that are considered in the investment process where they are relevant and have a material impact on stock performance. It also includes information regarding the proprietary rating framework developed by the Investment Adviser to assess companies on ESG metrics. The framework consists of a sector-specific hierarchy of key Environmental and Social factors, against which a sector company is assessed based on its practices and disclosures. The Investment Adviser prioritises dialogue with companies that have greater scope for improvement in disclosures and/or practices. |
Extreme weather events could potentially impair the operations of individual investee companies, potential investee companies, their supply chains, and their customers. |
The Investment Manager takes such risks into account, along with the downside risk to any company (whether in the form of its business prospects, market valuation or sustainability of dividends) that is perceived to be making a detrimental contribution to climate change. The Company invests in a broad portfolio of businesses with operations spread across India, which should limit the impact of location specific weather events. The Investment Manager also closely monitors the businesses which have a greater exposure to climate change related risks and their progress towards a low-carbon dioxide transition. Investment trusts are currently exempt from the Task Force on Climate-Related Financial Disclosures ("TCFD") disclosure, but the Board will continue to monitor the situation. |
Potential reputational damage from non-compliance with regulations or incorrect disclosures. |
The Board has adopted a policy of fostering high standards of corporate governance in all its activities. This principle is the cornerstone of creating and preserving long term shareholder value. The Company Secretary and AIFM regularly report to the Board any changes in the regulatory environment. |
Impact of War/Sanctions The extent and impact of military action, resulting sanctions and further market disruptions is difficult to predict which increases uncertainty and challenges confidence in financial markets. This could lead to a recession if the conflict were to move towards a broader regional or global conflict. |
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STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable laws and regulations.
The Companies Act 2006 (the "company law") requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Company financial statements in accordance with UK-adopted international accounting standards.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company during and as at the end of the year. In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates, which are reasonable and prudent;
· present information including accounting policies and additional disclosures as required to ensure the report is presented in a manner that provides relevant, reliable, comparable and understandable information;
· state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The accounts are published on the Company's website at https://ashokaindiaequity.com, which is maintained by the Investment Manager. The work carried out by the auditors does not involve consideration of the maintenance and integrity of this website and, accordingly, the auditors accept no responsibility for any changes that have occurred to the accounts since being initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' confirmation statement
The Directors each confirm to the best of their knowledge that:
(a) the financial statements, prepared in accordance with UK adopted international 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.
Having taken advice from the Audit Committee, the Directors consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy.
For and on behalf of the Board
ANDREW WATKINS
Chairman
5 October 2022
FINANCIAL STATEMENTS
Statement of Comprehensive Income
For the financial year ended 30 June 2022
|
|
For the year ended
|
For the year ended
|
||||
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
Gains on investments |
4 |
- |
7,848 |
7,848 |
- |
52,929 |
52,929 |
Losses on currency movements |
|
- |
(309) |
(309) |
- |
(117) |
(117) |
|
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Net investment gains |
|
- |
7,539 |
7,539 |
- |
52,812 |
52,812 |
Income |
5 |
1,040 |
- |
1,040 |
628 |
- |
628 |
|
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Total income |
|
1,040 |
7,539 |
8,579 |
628 |
52,812 |
53,440 |
Performance fees |
7 |
- |
- |
- |
- |
(5,105) |
(5,105) |
Operating expenses |
8 |
(832) |
- |
(832) |
(511) |
- |
(511) |
|
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Operating profit before taxation |
|
208 |
7,539 |
7,747 |
117 |
47,707 |
47,824 |
Taxation |
9 |
(202) |
1,679 |
1,477 |
(62) |
(7,408) |
(7,470) |
|
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Profit for the year |
|
6 |
9,218 |
9,224 |
55 |
40,299 |
40,354 |
|
|
======== |
======== |
======== |
======== |
======== |
======== |
Earnings per Ordinary Share |
10 |
0.01p |
9.46p |
9.47p |
0.07p |
54.65p |
54.72p |
|
|
======== |
======== |
======== |
======== |
======== |
======== |
There is no other comprehensive income and therefore the 'Profit for the year' is the total comprehensive income for the year ended 30 June 2022.
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 below form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
|
|
30 June
|
30 June
|
Non-current assets |
|
|
|
Investments held at fair value through profit or loss |
4 |
183,361 |
147,399 |
|
|
-------------- |
-------------- |
Current assets |
|
|
|
Cash and cash equivalents |
|
7,027 |
7,447 |
Dividend receivable |
|
188 |
59 |
Other receivables |
|
42 |
604 |
|
|
-------------- |
-------------- |
|
|
7,257 |
8,110 |
|
|
-------------- |
-------------- |
Total assets |
|
190,618 |
155,509 |
|
|
======== |
======== |
Current liabilities |
|
|
|
Purchases for future settlement |
|
- |
(3,227) |
Other payables |
6 |
(203) |
(86) |
Performance fee payable |
|
- |
(7,992) |
Non-Current liabilities |
|
|
|
Capital gains tax provision |
|
(3,029) |
(7,629) |
|
|
-------------- |
-------------- |
Total liabilities |
|
(3,232) |
(18,934) |
|
|
======== |
======== |
Net assets |
|
187,386 |
136,575 |
|
|
======== |
======== |
Equity |
|
|
|
Share capital |
12 |
1,076 |
860 |
Share premium account |
|
90,470 |
49,099 |
Special distributable reserve |
13 |
44,276 |
44,276 |
Capital reserve |
|
51,684 |
42,466 |
Revenue reserve |
|
(120) |
(126) |
|
|
-------------- |
-------------- |
Total equity |
|
187,386 |
136,575 |
|
|
======== |
======== |
Net asset value per Ordinary Share |
14 |
174.2p |
158.9p |
|
|
======== |
======== |
Approved by the Board of Directors on 5 October 2022 and signed on its behalf by:
Andrew Watkins
Director
Ashoka India Equity Investment Trust plc incorporated in England and Wales with registered number 11356069.
The notes below form an integral part of these financial statements.
Statement of Changes in Equity
For the financial year ended June 2022
|
|
|
Share |
Special
|
|
|
|
Opening balance as at 1 July 2021 |
|
860 |
49,099 |
44,276 |
42,466 |
(126) |
136,575 |
Profit for the year |
|
- |
- |
- |
9,218 |
6 |
9,224 |
Issue of Ordinary Shares |
12 |
216 |
41,886 |
- |
- |
- |
42,102 |
Share issue costs |
|
- |
(515) |
- |
- |
- |
(515) |
|
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Closing balance as at 30 June 2022 |
|
1,076 |
90,470 |
44,276 |
51,684 |
(120) |
187,386 |
|
|
======== |
======== |
======== |
======== |
======== |
======== |
For the financial year ended June 2021
|
|
|
Share
|
Special
|
|
|
|
Opening balance as at 1 July 2020 |
|
676 |
23,512 |
44,276 |
2,167 |
(181) |
70,450 |
Profit for the year |
|
- |
- |
- |
40,299 |
55 |
40,354 |
Issue of Ordinary Shares |
12 |
184 |
25,671 |
- |
- |
- |
25,855 |
Share issue costs |
|
- |
(84) |
- |
- |
- |
(84) |
|
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Closing balance as at 30 June 2021 |
|
860 |
49,099 |
44,726 |
42,466 |
(126) |
136,575 |
|
|
======== |
======== |
======== |
======== |
======== |
======== |
The Company's distributable reserves consist of the special distributable reserve, capital reserve and revenue reserve.
The notes below form an integral part of these financial statements.
STATEMENT OF CASH FLOWS
For the financial year ended 30 June 2022
|
|
For the year
|
For the year
|
Cash flows from operating activities |
|
|
|
Operating profit before taxation |
|
7,747 |
47,824 |
Taxation paid |
|
(3,123) |
(1,125) |
Decrease/(increase) in receivables |
|
433 |
(569) |
Increase in payables |
|
117 |
5,063 |
Gains on investments |
4 |
(7,848) |
(52,929) |
|
|
-------------- |
-------------- |
Net cash flow used in operating activities |
|
(2,674) |
(1,736) |
|
|
======== |
======== |
Cash flows from investing activities |
|
|
|
Purchase of investments |
|
(118,600) |
(95,557) |
Sale of investments |
|
87,259 |
74,469 |
Capital distributions received |
|
- |
2,871 |
|
|
-------------- |
-------------- |
Net cash flow used in investing activities |
|
(31,341) |
(18,217) |
|
|
======== |
======== |
Cash flows from financing activities |
|
|
|
Net proceeds from issue of shares |
12 |
34,110 |
25,855 |
Share issue costs |
|
(515) |
(84) |
|
|
-------------- |
-------------- |
Net cash flow from financing activities |
|
33,595 |
25,771 |
|
|
-------------- |
-------------- |
(Decrease)/increase in cash and cash equivalents |
|
(420) |
5,818 |
|
|
-------------- |
-------------- |
Cash and cash equivalents at start of year |
|
7,447 |
1,629 |
|
|
-------------- |
-------------- |
Cash and cash equivalents at end of year |
|
7,027 |
7,447 |
|
|
======== |
======== |
The notes below form an integral part of these financial statements.
Notes to the Financial Statements
1. Reporting entity
Ashoka India Equity Investment Trust plc is a closed-ended investment company, registered in England and Wales on 11 May 2018. The Company's registered office is 6th Floor 125 London Wall, London, England, EC2Y 5AS. Business operations commenced on 6 July 2018 when the Company's Ordinary Shares were admitted to trading on the LSE. The financial statements of the Company are presented for the year from 1 July 2021 to 30 June 2022.
The Company primarily invests in securities listed on any stock exchange in India and can invest in the securities of companies with a significant presence in India that are listed on stock exchanges outside India.
2. Basis of preparation
Statement of compliance
These financial statements have been prepared in accordance with applicable law and the UK-adopted international accounting standards. The financial statements have been prepared on a historical cost basis, except for the measurement at fair value of investments.
When presentational guidance set out in the Statement of Recommended Practice ("SORP") for Investment Companies issued by the Association of Investment Companies ("the AIC") in July 2022 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.
In preparing these Financial Statements the Directors have considered the impact of climate change risk as a Principal and emerging risk as set out above. In line with the UK-adopted international accounting standards, investments are valued at fair value, being primarily quoted prices for investments in active markets at the balance sheet date, and therefore reflect market participant's view of climate change risk. Unlisted investments, valued by reference to appropriate valuation techniques (see note 15 below), similarly reflect market participants' view of climate change risk.
Going concern
The Directors have concluded that there is a reasonable expectation that the Company will have adequate liquidity and cash balances to meet its liabilities as they fall due and continue in operational existence for the foreseeable future and continue as a going concern for the period to 31 December 2023. As such the Directors have adopted the going concern basis in preparing the financial statements.
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 30 June 2022 of £3,029,000 (30 June 2021: £7,629,000) in respect of unrealised gains on investments held.
The Company's investments are denominated in Indian rupees. However, the Company's shares are issued in sterling and the majority of its investors are UK based. The Company's expenses and dividends are also paid in sterling. Therefore, the financial statements are presented in sterling, which is the Company's functional currency. All financial information has been rounded to the nearest thousand pounds.
The key estimate in the financial statements is the determination of the fair value of the unlisted investments by the Investment Manager for consideration by the Directors. This estimate is key as it significantly impacts the valuation of the unlisted investments at the year end. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The key inputs considered in the valuation are described below.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimates. The risk of an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs.
Basis of measurement
The financial statements have been prepared on the historical cost basis except for financial instruments at fair value through profit or loss, which are measured at fair value.
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/(losses) 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.
Unlisted investments
The Investment Manager unlisted investment valuation policy applies techniques consistent with the IPEV Guidelines.
The techniques applied are predominantly market-based approaches or discounted cash flows where appropriate forecasts can be done. The market-based approaches available under IPEV Guidelines are set out below and are followed by an explanation of how they are applied to the Company's unlisted portfolio:
- Multiples; and
- Industry Valuation Benchmarks.
The nature of the unlisted portfolio currently will influence the valuation technique applied. The valuation approach recognises that, as stated in the IPEV Guidelines, the price of a recent investment, if resulting from an orderly transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent measurement dates. However, consideration is given to the facts and circumstances as at the subsequent measurement date, including changes in the market or performance of the investee company. Milestone analysis is used where appropriate to incorporate the operational progress of the investee company into the valuation. Additionally, the background to the transaction must be considered. As a result, various Multiples-based techniques are employed to assess the valuations particularly in those companies with established revenues. Discounted cashflows are used where appropriate. An absence of relevant industry peers may preclude the application of the industry valuation benchmarks technique. All valuations are cross-checked for reasonableness by employing relevant alternative techniques.
(b) Foreign currency
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At the date of each Statement of Financial Position, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on that date. Non-monetary assets and liabilities carried at fair value that 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.
Interest on fixed income instruments is accounted on an accrual basis.
(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.
(e) Expenses
All expenses are accounted for on an accruals basis. Expenses are recognised through the Statement of Comprehensive Income as revenue items except that performance fees, if any, are 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 accruals basis in the Statement of Comprehensive Income. Indian tax rates for dividends with ex-dividend dates post 1 April 2020 are subject to 20% withholding tax.
The tax charges on Indian capital gains taxes are shown in the Statement of Comprehensive Income, recognised on an accrual basis. The Company is not subject to UK capital gains tax.
Deferred taxation
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains.
(h) Adoption of new IFRS standards
A number of new standards, amendments to standards and interpretations are effective for the annual periods beginning after 1 January 2022. 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
|
As at
|
Quoted investments in India |
177,998 |
141,076 |
Unquoted investments in India |
5,363 |
6,323 |
|
-------------- |
-------------- |
Closing valuation |
183,361 |
147,399 |
|
======== |
======== |
(b) Movements in valuation
|
As at
|
As at
|
Opening valuation |
147,399 |
72,120 |
Opening unrealised gains on investments |
46,121 |
6,841 |
|
-------------- |
-------------- |
Opening book cost |
101,278 |
65,279 |
Additions, at cost |
121,568 |
98,926 |
Disposals, at cost |
(68,544) |
(62,927) |
|
-------------- |
-------------- |
Closing book cost |
154,302 |
101,278 |
Revaluation of investments |
29,059 |
46,121 |
|
-------------- |
-------------- |
Closing valuation |
183,361 |
147,399 |
|
======== |
======== |
Transaction costs on investment purchases for the year ended 30 June 2022 amounted to £159,000 (30 June 2021: £142,000) and on investment sales for the financial year to 30 June 2022 amounted to £172,000 (30 June 2021: £121,000). As at year end £11.6 million (30 June 2021: £9.8 million) of investments were subject to lock in periods.
(c) Gains on investments
|
Year ended
|
Year ended
|
Realised gains on disposal of investments |
25,241 |
11,041 |
Transaction costs |
(331) |
(263) |
Movement in unrealised (losses)/gains on investments held |
(17,062) |
39,280 |
Capital distributions received |
- |
2,871 |
|
-------------- |
-------------- |
Total gains on investments |
7,848 |
52,929 |
|
======== |
======== |
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.
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 30 June 2022 |
As at 30 June 2021 |
||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Investments at fair value through profit and loss - Quoted investments in India |
177,998 |
- |
- |
177,998 |
141,076 |
- |
- |
141,076 |
Unquoted investments in India |
- |
- |
5,363 |
5,363 |
- |
- |
6,323 |
6,323 |
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
|
177,998 |
- |
5,363 |
183,361 |
141,076 |
- |
6,323 |
147,399 |
|
======== |
======== |
======== |
======== |
======== |
======== |
======== |
======== |
|
As at
|
As at |
Opening balance |
6,323 |
- |
Additions during the year |
5,416 |
6,323 |
Conversion from level 3 to level 1 investments |
(6,353) |
- |
Total losses for the year recognised in profit or loss |
(23) |
- |
|
-------------- |
-------------- |
Closing balance |
5,363 |
6,323 |
|
======== |
======== |
As at year end, the Company had two unquoted investments. These are investment in Bikaji Foods International Limited for a total of 1,056,550 shares and investment in Veeda Clinical Research Ltd for a total of 680,790 shares.
Unquoted investments are valued by the Investment Manager in accordance with the International Private Equity and Venture Capital Valuation Guidelines 2018 ("IPEV") guidelines. The Investment Manager applies techniques consistent with the IPEV. The key inputs considered in the valuation are described below.
On November 2021, PB Fintech Ltd was listed in the Mumbai Stock Exchange and became a public company. On August 2021 MXC Solutions India Pvt Ltd was listed in the Mumbai Stock Exchange and became a public company with a new name Cartrade Tech Ltd. Both investments have been moved to level 1 from level 3 classification.
Financial assets and liabilities are held at fair value in the financial statements with the exception of short-term assets and liabilities where their carrying value approximates to fair value.
5. Income
|
Year ended
|
Year ended
|
Income from investments |
|
|
Overseas dividends |
1,040 |
620 |
Unfranked income |
- |
8 |
|
-------------- |
-------------- |
Total income |
1,040 |
628 |
|
======== |
======== |
6. Other payables
|
As at
|
As at
|
Accrued expenses |
203 |
86 |
|
-------------- |
-------------- |
Total other payables |
203 |
86 |
|
======== |
======== |
7. Performance fees expense
|
Year ended 30 June 2022 |
Year ended 30 June 2021 |
|
||||
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
Performance fee expenses |
- |
- |
- |
- |
5,105 |
5,105 |
|
|
======== |
======== |
======== |
======== |
======== |
======== |
|
The Investment Manager does not receive a fixed management fee in respect of its portfolio management services to the Company. The Investment Manager will become entitled to a performance fee subject to the Company delivering excess returns versus the MSCI India IMI Index in the medium term. The performance fee will be measured over periods of three years (Performance Period), with the first period ending (approximately three years from 6 July 2018) on 30 June 2021. The performance fee in any Performance Period shall be capped at 12% of the time weighted average adjusted net assets during the relevant Performance Period.
The performance fee is calculated at a rate of 30% of the excess returns between adjusted NAV per share on the last day of the performance period and the MSCI India IMI Index (sterling) over the performance period, adjusted for the weighted average number of Ordinary Shares in issue during the performance period. The Performance Fee in respect of each Performance Period will be paid at the end of the three year period.
As at 30 June 2022, there was no performance fee payable to the Investment Manager (30 June 2021: £7.9 million, representing the full three year period).
8. Expenses
|
Year ended
|
Year ended
|
Administration & secretarial fees |
158 |
136 |
Auditor's remuneration* |
|
|
- Statutory audit fee |
45 |
30 |
Broker fees |
33 |
32 |
Custody services |
30 |
20 |
Directors' fees and expenses |
128 |
113 |
Board trip to India costs** |
17 |
- |
Tax compliance and advice |
27 |
27 |
Printing and public relations*** |
192 |
67 |
Registrar fees |
18 |
15 |
Legal Fees**** |
90 |
30 |
UKLA and other regulatory fees |
10 |
10 |
Other expenses***** |
84 |
31 |
|
-------------- |
-------------- |
Total |
832 |
511 |
|
======== |
======== |
* Auditor's remuneration excludes VAT.
** Board trip to India costs relates to provision for proposed trip in 2023.
*** Increase is mainly due to the appointment of Kepler Partners LLP as research provider in 2022.
**** Movement is mainly due to increase in general meeting and legal costs.
***** Other expenses include LSE, KIID fees, Distribution fees, other license fees, bank charges and other miscellaneous fees.
9. TAXATION
(a) Analysis of charge in the year:
|
Year ended 30 June 2022 |
Year ended 30 June 2021 |
||||
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
Capital gains tax provision |
98 |
1,369 |
1,467 |
- |
6,345 |
6,345 |
Capital gains tax (credit)/expense |
- |
(3,048) |
(3,048) |
- |
1,063 |
1,063 |
Indian withholding tax |
104 |
- |
104 |
62 |
- |
62 |
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Total tax charge for the year |
202 |
(1,679) |
(1,477) |
62 |
7,408 |
7,470 |
|
======== |
======== |
======== |
======== |
======== |
======== |
The Company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. A tax provision on Indian capital gains is calculated based on the long term (securities held more than one year) or short term (securities held less than one year) nature of the investments and the applicable tax rate at the period end. The short-term tax rates are 15% and the long-term tax rates are 10%.
The Company's dividends are received net of 20% withholding tax. Of this 20% withholding tax charge, 10% is irrecoverable with the remainder being shown in the Statement of Financial Position as an asset due for reclaim.
(b) Factors affecting the tax charge for the year:
The effective UK corporation tax rate for the year is 19%. The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company. The differences are explained below:
|
Year ended
|
Year ended
|
Operating profit before taxation |
7,747 |
47,824 |
UK Corporation tax at 19% (2021: 19%) |
1,472 |
9,086 |
Effects of: |
|
|
Indian capital gains tax provision |
(1,679) |
7,408 |
Gains on investments not taxable |
(1,432) |
(10,035) |
Overseas dividends not taxable |
(198) |
(118) |
Unutilised management expenses |
158 |
1,067 |
Indian withholding tax |
202 |
62 |
|
-------------- |
-------------- |
Total tax charge for the year |
(1,477) |
7,470 |
|
======== |
======== |
The Company is not liable to UK Corporation tax on capital gains due to its status as an investment trust. The Company has an unrecognised deferred UK Corporation tax asset of £2,589,000 (2021: £1,809,000) based on the prospective UK corporation tax rate of 25% (2021: 19%). This asset has accumulated because deductible expenses exceeded taxable income for the year ended 30 June 2022. No asset has been recognised in the accounts because, given the composition of the Company's portfolio, it is unlikely that this asset will be utilised in the foreseeable future.
(c) Movements on the capital gains tax provision for the year
The capital gains tax provision represents an estimate of the amount of tax provisionally payable by the Company on direct investment in Indian equities. It is calculated based on the long-term or short-term nature of the investments and the unrealised gain thereon at the applicable tax rate at the year end. As of 30 June 2022, the Company made a capital gains tax provision of £3,029,000 (30 June 2021: £7,629,000) in respect of unrealised gains on investments held.
10. Earnings per Ordinary Share
|
Year ended 30 June 2022 |
Year ended 30 June 2021 |
||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Profit for the year (£'000) |
6 |
9,218 |
9,224 |
55 |
40,299 |
40,354 |
Earnings per Ordinary Share |
0.01p |
9.46p |
9.47p |
0.07p |
54.65p |
54.72p |
|
======== |
======== |
======== |
======== |
======== |
======== |
Earnings per Ordinary Share is based on the profit for the year of £9,224,000 (30 June 2021: profit of £40,354,000) attributable to the weighted average number of Ordinary Shares in issue during the year ended 30 June 2022 of 97,433,268 (30 June 2021: 73,735,386). Revenue and capital profits are £6,000 (30 June 2021: revenue profit of £55,000) and £9,218,000 (30 June 2021: capital loss of £40,299,000) 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 Company generated a revenue profit in the year ended 30 June 2022, however the Investment Trust (Approved Company) (Tax) (Amendment) Regulations 2013 (SI 2013/1406) allows an investment trust with an accumulated deficit on revenue reserves brought forward, to utilise this against a current year profit in an accounting period. Therefore, the Directors do not recommend the payment of a final dividend in respect of the year.
12. Share capital
|
As at 30 June 2022 |
As at 30 June 2021 |
||
|
No. of shares |
£'000 |
No. of shares |
£'000 |
Allotted, issued and fully paid: |
|
|
|
|
Redeemable Ordinary Shares of 1p each ("Ordinary Shares") |
107,567,672 |
1,076 |
85,958,888 |
860 |
|
----------------- |
----------------- |
----------------- |
----------------- |
Total |
107,567,672 |
1,076 |
85,958,888 |
860 |
|
========== |
========== |
========== |
========== |
Ordinary Shares
On incorporation, the issued share capital of the Company was 1 Ordinary Share of £0.01.
During the year ended 30 June 2022, 22,590,042 Ordinary Shares (30 June 2021: 18,310,388) were issued and 981,258 Ordinary Shares were redeemed, with aggregate proceeds of £42,102,000 (30 June 2021: £25,855,000). As at the date of this Annual Report, the total number of Ordinary Shares in issue is 109,917,672.
The Ordinary Shares have attached to them full voting, dividend and capital distribution rights. They confer rights of redemption. The Company's special distributable reserve may also be used for share repurchases, both into treasury or for cancellation.
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.
13. Special distributable reserve
As indicated in the Company's prospectus dated 19 June 2018, following admission of the Company's Ordinary Shares to trading on the LSE, the Directors applied to the Court and obtained a judgement on 4 December 2018 to cancel the amount standing to the credit of the share premium account of the Company. The amount of the share premium account cancelled and credited to a special distributable reserve was £44,275,898. This reserve may also be used to fund dividend payments.
14. Net asset value ("NAV") per Ordinary Share
Net assets per ordinary share as at 30 June 2022 of £174.2p (30 June 2021: £158.9p) is calculated based on £187,386,000 (30 June 2021: £136,575,000) of net assets of the Company attributable to the 107,567,672 (30 June 2021: 85,958,888) Ordinary Shares in issue as at 30 June 2022.
15. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES
(i)
Market risks
The Company is subject to a number of market risks in relation to economic conditions in India. Further detail on these risks and the management of these risks are included in the Strategic report.
The Company's financial assets and liabilities comprised:
|
As at 30 June 2022 |
As at 30 June 2021 |
||||
|
Interest
|
Non-interest
|
|
Interest
|
Non-interest
|
|
Investments |
- |
183,361 |
183,361 |
- |
147,399 |
147,399 |
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Total investment |
- |
183,361 |
183,361 |
- |
147,399 |
147,399 |
|
======== |
======== |
======== |
======== |
======== |
======== |
Cash and cash equivalent |
|
7,027 |
7,027 |
|
7,447 |
7,447 |
Short term debtors |
- |
230 |
230 |
- |
663 |
663 |
Short term creditors |
- |
(203) |
(203) |
- |
(11,305) |
(11,305) |
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Other assets/(liabilities) |
- |
7,054 |
7,054 |
- |
(3,195) |
(3,195) |
|
======== |
======== |
======== |
======== |
======== |
======== |
Total financial assets/(liabilities) |
- |
190,415 |
190,415 |
- |
144,204 |
144,204 |
|
======== |
======== |
======== |
======== |
======== |
======== |
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 £18,336,000 (30 June 2021: £14,740,000) in the investments held at fair value through profit or loss at the year end, which is equivalent to 9.8% (30 June 2021: 10.8%) of the net assets attributable to equity holders. This analysis assumes that all other variables remain constant.
The Company's portfolio of unlisted level 3 investments is not necessarily affected by market performance, however the valuations may be affected by the performance of the underlying securities in line with the valuation criteria in note 15.
The unlisted securities sensitivity analysis recognises that the valuation methodologies employed involve different levels of subjectivity in their inputs. The valuations as at 30 June 2022 were primarily driven by the weighted average of Discounted Cash Flow (DCF) valuation, Market movement based valuation based on Index and Peer Group.
|
Fair value of
|
|
Variable input
|
Positive
|
Negative
|
Weighted average of the following: |
5,363 |
Expected future cash flows and equity discount rate/WACC; |
10% change in discount rates |
348 |
326 |
1. Discounted Cash Flow (DCF); |
|
Selection of Index used; and |
|
|
|
2. Market movement based valuation based on Index; and |
|
Selection of comparable companies based on peer group. |
|
|
|
3. Market movement based valuation based on Peer Group. |
|
|
|
|
|
Key variable inputs
The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each unlisted company valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each input, where relevant.
Expected future cash flows and equity discount rate/WACC
The expected future cash flows are calculated using the aggregate future operating revenue based on growth in existing and new products resulting from the investment's ongoing capex and expansion plans. Equity discount rate/WACC is calculated at 11%.
Selection of Index used
The selection of index is assessed based on the market comparable index to the Company. MSCI India IMI and S&P BSE 500 were used for the market movement-based valuation based on index.
Selection of comparable companies
The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the comparable companies is continually evaluated at each valuation. The key criteria used in selecting appropriate comparable companies are the industry sector in which they operate and the geography of the company's operations.
Application of valuation basis
Each investment is assessed and the valuation basis applied will vary depending on the circumstances of each investment. For those investments where a trading multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as appropriate for the investment. Discounted cash flows will be considered where appropriate forecasts are available. The valuation will also consider any recent transactions, where appropriate.
Estimated sustainable earnings and cash flows
The selection of sustainable revenue or earnings and cash flows will depend on whether the company is sustainably profitable or not, and where it is not then sustainable revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings going forward, then forward estimated revenue or earnings may be used instead.
Application of liquidity discount
A liquidity discount may be applied either through the calibration of a valuation against the most recent transaction, or by application of a specific discount.
(ii)
Liquidity risks
Liquidity risk is that the Company will not be able to meet its obligations when due. An analysis of the Company's portfolio that could be liquidated over different time periods as at the year end is shown below:
|
30 June 2022
|
30 June 2021
|
Within one to seven days |
88.8 |
87.8 |
Between seven days to one month |
4.7 |
1.8 |
Between one and three months |
1.1 |
2.2 |
Greater than three months |
5.4 |
8.2 |
|
-------------- |
-------------- |
Total |
100.0 |
100.0 |
|
======== |
======== |
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.
(iii) Currency risks
Although the Company's performance is measured in sterling, a high proportion of the Company's assets are denominated in Indian rupees. Change in the exchange rate between sterling and Indian rupees may lead to a depreciation of the value of the Company's assets as expressed in sterling and may reduce the returns to the Company from its investments.
Currency sensitivity
The below table shows the foreign currency profile of the Company.
Foreign currency risk profile
|
30 June 2022 |
30 June 2021 |
||||
|
|
Net
|
Total
|
|
Net
|
Total
|
Indian rupees |
177,785 |
4,138 |
181,923 |
147,399 |
(399) |
147,000 |
Swedish Krona |
1,788 |
- |
1,788 |
- |
- |
- |
US Dollar |
3,788 |
28 |
3,816 |
- |
- |
- |
|
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
-------------- |
Total investment |
183,361 |
4,166 |
187,527 |
147,399 |
(399) |
147,000 |
|
======== |
======== |
======== |
======== |
======== |
======== |
Based on the financial assets and liabilities at 30 June 2022, and with all other variables remaining constant, if sterling had weakened/strengthened against the Indian rupee by 10%, the impact on the Company's net assets at 30 June 2022 would have been an increase/(decrease) in fair value as follows:
|
30 June 2022 |
30 June 2021 |
||
|
Increase in
|
Decrease in
|
Increase in
|
Decrease in
|
Indian rupees |
17,778 |
(17,778) |
14,740 |
(14,740) |
Swedish Krona |
179 |
(179) |
- |
- |
US Dollar |
379 |
(379) |
- |
- |
|
======== |
======== |
======== |
======== |
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 other assets are held by the custodian.
Management of credit risks
The Company has appointed Kotak Mahindra Bank Limited ("Kotak") as its depositary. The credit rating of Kotak was reviewed at the time of appointment and 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 30 June 2022, the Depository held £177,998,000 (30 June 2021: £147,399,000) in respect of quoted investments and £7,027,000 (30 June 2021: £7,447,000) in respect of cash on behalf of the Company.
(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 £187,386,000 (30 June 2021: £136,575,000).
The Company is not subject to any externally imposed capital requirements.
The Investment Manager and the Company's Broker monitor the demand for the Company's shares and the Directors review the position at Board meetings.
16. Related party transactions
Performance fees payable to the Investment Manager are 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 6 July 2018 fees were payable at an annual rate of £35,000 to the Chairman, £27,500 to the Chair of the Audit Committee, and £25,000 to the other Directors. From 1 July 2021 fees were payable at an annual rate of £40,000 to the Chairman, £32,500 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
|
As at
|
Andrew Watkins |
94,425 |
94,425 |
Jamie Skinner |
84,733 |
75,023 |
Rita Dhut |
81,733 |
74,425 |
Dr Jerome Booth |
66,202 |
54,839 |
|
======== |
======== |
17. Post balance sheet events
As announced on 5 September 2022, the total number of Ordinary Shares in respect of redemption requests were received for this Redemption Point was 124,374.
All of which were immediately placed with buyers by the Company's corporate broker. The NAV per share of the Company has increased by 17.4% from 30 June 2022 to 3 October 2022.
OTHER INFORMATION
Alternative Performance Measures
Alternative Performance Measures 30 June 2022
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
|
As at
|
NAV per Ordinary Share (pence) |
|
A |
174.2 |
158.9 |
Share price (pence) |
|
B |
175.0 |
162.5 |
|
|
-------------- |
-------------- |
-------------- |
Premium |
|
(b÷a)-1 |
0.5% |
2.3% |
|
|
======== |
======== |
======== |
Ongoing charges
A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company.
|
|
|
Year ended
|
Year ended
|
Average NAV |
|
a |
180,178,969 |
96,992,556 |
Annualised expenses* |
|
b |
832,000 |
511,000 |
|
|
-------------- |
-------------- |
-------------- |
Ongoing charges |
|
(b÷a) |
0.5% |
0.5% |
|
|
======== |
======== |
======== |
* Annualised expenses excludes performance fee expenses.
Share price/NAV total return
A measure of performance that includes both income and capital returns.
Year ended 30 June 2022 |
|
|
Share Price |
NAV |
Opening at 1 July 2021 (p) |
|
a |
162.5 |
158.9 |
Closing at 30 June 2022 (p) |
|
b |
175.0 |
174.2 |
|
|
-------------- |
-------------- |
-------------- |
Total return |
|
(b÷a)-1 |
7.7% |
9.6% |
|
|
======== |
======== |
======== |
Year ended 30 June 2021 |
|
|
Share price |
NAV |
Opening at 1 July 2020 (p) |
|
a |
98.5 |
104.1 |
Closing at 30 June 2021 (p) |
|
b |
162.5 |
158.9 |
|
|
-------------- |
-------------- |
-------------- |
Total return |
|
(b÷a)-1 |
65.0% |
52.6% |
|
|
======== |
======== |
======== |
Financial information
This announcement does not constitute the Company's statutory accounts. The financial information is derived from the statutory accounts, which will be delivered to the registrar of companies and will be put forward for approval at the Company's Annual General Meeting. The auditors have reported on the accounts for the year ended 30 June 2022, their report was unqualified and did not include a statement under Section 498(2) or (3) of the Companies Act 2006.
The Annual Report for the year ended 30 June 2022 was approved on 5 October 2022. The report will be available in electronic format on the Company's website, www.ashokaindiaequity.com .
The Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
This announcement contains regulated information under the Disclosure Guidance and Transparency Rules of the FCA.
Annual General Meeting
The Annual General Meeting will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH on 8 December 2022 at 10:45 am.
Company Secretary and registered office:
Sanne Fund Services (UK) Limited
6th Floor, 125 London Wall, Barbican, London EC2Y 5AS, United Kingdom