Annual Financial Report

abrdn New India Investment Trust
29 June 2023
 

abrdn New India Investment Trust plc

(formerly Aberdeen New India Investment Trust PLC)

LEI - 549300D2AW66WYEVKF02

Annual Report 31 March 2023

Seeking world-class, well governed companies at the heart of India's growth

 

abrdnnewindia.co.uk

 

"India's large population, favourable demographics and evolving middle class set it apart from other emerging markets. Domestic consumption, urbanisation and infrastructure remain long term structural growth stories, coupled with the digitalisation opportunity."

Michael Hughes, Chairman 

 

"Given the quality and strong fundamentals of our portfolio holdings, we believe that your Company is well positioned to deliver on its performance objective for shareholders."

Kristy Fong and James Thom
Investment Manager

 

 



 

Why invest in India?

 

Aspiration

India's population is the largest in the world with an expanding middle class which will drive consumption growth

 

Building India

Urbanisation and infrastructure development have multiplier effects for job creation and the wider economy

 

Renewables

India has committed to meeting half of its energy needs from renewable sources by 2030

 

Domestic opportunities

Global businesses are investing in, and shifting production to, India, drawn by a wealth of incentives and opportunities

 

Exporting talent

India's giant tech service sector, built on a highly educated and diligent workforce, drives the export of services by helping global companies keep pace with the fast-changing tech innovation landscape

 

Digitalisation

India has made immense progress in digital investments, which will underpin its rise to be one of the largest global economies by the middle of this century

 

Why invest in abrdn New India Investment Trust plc?

Robust financial strength and sustainable competitive advantage

Indian companies meeting a 'quality' threshold are included in the portfolio, displaying both strong financial characteristics and a consistent competitive advantage in attractive industries or sectors

 

Engaged Management

The management of the best companies in India is world-class and understands the importance of sustainability and good governance to drive the best outcomes for investors and other stakeholders

 

Return of growth stocks

As interest rates peak globally over the medium term, investors will seek out growth stocks which are set to benefit. The portfolio's focus on those Indian companies with the desire and capacity to expand will drive performance

 



 

Financial Highlights and Performance

Financial Highlights

31 March 2023

31 March 2022

% change

Equity shareholders' funds (net assets)

£357,919,000

£403,995,000

-11.4

Market capitalisation

£285,747,000

£325,607,000

-12.2

Share price (mid market)

512.00p

562.00p

-8.9

Net asset value per Ordinary shareA

641.32p

697.30p

-8.0

Discount to net asset valueA

20.2%

19.4%

Net gearingA

5.8%

5.5%

Total return per share

(60.00p)

69.64p

Operating costs

Ongoing charges ratioA

1.09%

1.06%

A Considered to be an Alternative Performance Measure.

 

Performance (total return, in Sterling terms)

1 year

3 year

5 year

10 year

% return

% return

% return

% return

Share priceA

-8.9

+56.5

+20.5

+116.5

Net asset value per Ordinary shareA

-8.0

+56.1

+31.0

+139.1

Adjusted net asset value per Ordinary shareA

-8.5

N/A

N/A

N/A

MSCI India Index (sterling adjusted)

-6.0

+85.3

+54.7

+144.6

A Considered to be an Alternative Performance Measure.

Source: abrdn plc, Morningstar & Lipper.



 

STRATEGIC REPORT

 

Chairman's Statement

 

Dear Shareholder

This marks my first annual statement for the Company as Chairman following Hasan Askari's retirement. As I noted in the 30 September 2022 Half-Yearly Report, Hasan stood down as Chairman at the Annual General Meeting on 28 September 2022 and I once again would like to express my appreciation for his leadership over the past 10 years. Together with Stephen White, who also stepped down as a Director, they have made extremely valuable contributions to the running of this Company. Stephen's successor as Audit Committee Chairman is Andrew Robson, who was appointed as a Director of the Company on 1 August 2022. David Simpson succeeded me as Senior Independent Director while Rebecca Donaldson was appointed Chairman of the Management Engagement Committee.

The Board travelled to India in February 2023, accompanied by the Investment Manager, to visit current and prospective investee companies. This trip left the Board in no doubt as to the investment opportunities in India which are available to the Company.

Overview

In an unsettling period for global markets generally, your Company's net asset value ("NAV") fell by 8.0% on a sterling total return basis over the year ended 31 March 2023 (the "Year"). This lagged the MSCI India Index (the Company's "Benchmark"), which fell 6.0%, also in sterling total return terms. The Company's share price fell by 8.9% to finish at 512.0p while the discount to NAV widened slightly from 19.4% to 20.2%, as at 31 March 2023. 

Macroeconomic concerns dominated the Year, as investors weighed up the optimism of a return to growth post-pandemic against the fears of rising inflation, the risk of global recession and the armed conflict which continues in Ukraine. All of this contributed to what was a volatile stockmarket backdrop.

This global picture appeared at odds with a more positive scenario experienced within India. As the pandemic subsided, there were signs of recovery in urban consumer demand and the housing market was similarly buoyant. Notably, the Reserve Bank of India ("RBI") forecasts GDP growth of 6% over the next fiscal year to 31 March 2024, placing India among the fastest-growing world economies.

While the RBI has pursued a tighter monetary policy, inflation was manageable despite being above the central bank's tolerance levels. The currency situation, however, was less encouraging. With a growing trade deficit and elevated oil prices due to the Ukrainian crisis making imports more expensive, the rupee weakened against sterling. Even here though, the RBI's deep currency reserves ensure that it can intervene to stem any drastic currency fall. Most of the obstacles facing India - higher oil prices and fears of a global recession for instance - have come from outside its borders.

Performance

Whilst lagging the Benchmark, one of the most significant drivers of positive relative performance by the Company over the Year was not holding in the portfolio any of the Adani entities (the "Adani Group"). As I mentioned in the 30 September 2022 Half-Yearly Report, the Adani Group dominated Benchmark returns in 2022, driving India's equity market higher over much of that year, and weighing on the Company's relative returns as a result. Your Investment Manager studiously avoided the Adani Group - its subsidiary companies do not meet stringent quality criteria and your Investment Manager has had long-standing reservations over governance, viewing the collective Adani Group as opaque, complex, and highly leveraged, and with elevated valuations not supported by fundamentals.

A US short-seller report, accusing the Adani Group of stock manipulation and accounting fraud, preceded a sharp share price fall, benefiting the Company's relative returns. In the Board's view, this episode vindicates your Investment Manager's consistent approach to the Adani Group and underscores why good corporate governance matters as part of the overall assessment of environmental, social and governance ("ESG") factors when making investment decisions.

Another knock-on effect from the Adani Group's share-price fall was that better quality securities, which had struggled for much of the Year, once again started to find favour with investors. This shift benefited many of the Company's quality holdings with more defensive characteristics.

Elsewhere, the Indian stockmarket witnessed weaker share price performance from sectors that were more sensitive to interest rates, among them the quality growth internet stocks that were added to the Company's portfolio in 2021. Despite being in the 'pre-profit' stage, your Investment Manager selected these companies because of their strong market positions, competitive advantages, cash-rich balance sheets and capable management. However, as the interest rate environment shifted early in 2022, these types of companies were sold off by investors despite exhibiting strong fundamentals.

Other rate-sensitive areas were also impacted. Real estate stocks fared poorly despite the Company's holdings delivering robust pre-sales growth. The Investment Manager is confident that the portfolio is positioned in property companies that will benefit from industry consolidation.

In a period of higher interest rates and inflation, as witnessed during the Year, one would typically expect quality stocks to be more resilient. However, with global macro factors such as geopolitical risks shaking up markets these fundamentals have been largely ignored. Growth stocks favoured by the Investment Manager were disproportionately sold off and value stocks rose sharply for much of 2022.

That said, it is worth highlighting that, in a turbulent market as seen in the first three months of 2023, your Company's core quality names held up well and several of the previously underperforming growth stocks had already begun to recover towards the end of the Year.

The Board is supportive of the Investment Manager's view that a focus on quality should benefit longer-term returns. Unlike the broader Indian market, these companies, in aggregate, have historically delivered consistent double-digit earnings growth. Their ESG metrics are also superior compared with those included in the Benchmark. While the underperformance relative to the Benchmark is still disappointing, the Board has noted the recovery in performance in the final three months of the Year and remains optimistic that the quality stocks held within the portfolio will deliver attractive returns in time.

A more in-depth discussion of the portfolio performance is contained in the Investment Manager's Review.

Reduction in Fee

The Board was pleased to announce on 31 March 2023 that it had reached agreement with the Manager to amend its management fee arrangements. With effect from 1 April 2023, the investment management fee will be calculated at an annual rate of 0.8% (formerly 0.85%) in respect of the first £300 million (formerly £350 million) of the Company's net assets and an annual rate of 0.6% (formerly 0.7%) in respect of the Company's net assets in excess of £300 million (formerly £350 million).

Change of Name of the Company

The Company also announced on 31 March 2023 that it had changed its name to abrdn New India Investment Trust plc which the Board considered was more consistent with the branding of the Investment Manager's parent company, abrdn.

Conditional tender offer

In March 2022 the Board announced the introduction of a five-yearly performance-related conditional tender offer. The Board was concerned about the relative underperformance of the Company's NAV, as compared to its Benchmark. Following discussions with the Investment Manager, the Board decided that, should the Company's NAV total return underperform the Company's Benchmark over the five-year period from 1 April 2022, then shareholders should be offered the opportunity to realise up to 25 per cent of their investment for cash at a level close to NAV. For these purposes, the Company's NAV per share is adjusted for Indian capital gains tax (the "Adjusted NAV") to enable a like-for-like comparison with the Benchmark. The Board monitors closely the performance of the Company's portfolio and over the first year of the measurement period, from 1 April 2022 to 31 March 2023, the Adjusted NAV total return was -8.5% versus the Benchmark's total return of -6.0% (for additional information, please see the Alternative Performance Measures).

Discount and Share Buybacks

The Board continues to monitor actively the discount of the Ordinary share price to the NAV per Ordinary share (including income) and pursues a policy of selective buybacks of shares where to do so, in the opinion of the Board, is in the best interests of shareholders, while also having regard to the overall size of the Company.

The discount sits wider than the historic average and the Board has instructed a step-up in share buyback activity. Over the Year, the Company bought back into treasury 2,127,206 (2022 - 448,201) Ordinary shares at a cost of £11.8 million (2022 - £2.7 million), resulting in 55,809,921 shares in issue with voting rights and an additional 3,260,219 shares held in treasury as at 31 March 2023. Between the year end and the date of this Report a further 885,248 shares were bought back into treasury resulting in 54,924,673 shares in issue with voting shares and 4,145,467 shares held in treasury. The Board believes that a combination of stronger long-term investment performance and effective marketing should increase demand for the Company's shares and reduce the discount to NAV at which they trade, over time.

Gearing

As at 31 March 2023, the full £30 million had been drawn of the total available bank loan facility provided by Royal Bank of Scotland International (London Branch) (31 March 2022 - £30m), which resulted in net gearing of 5.8%, as compared to 5.5% at 31 March 2022. The ability to gear is one of the advantages of the closed ended company structure and your Manager continues to seek opportunities to deploy this facility for the benefit of shareholders.

Even though gearing detracted from the Company's performance over the Year, your Board and Manager believe that it should continue to benefit performance over the medium term even though its cost has risen with higher interest rates.

Impact of Indian Capital Gains Tax

The Company, along with other investment vehicles, is subject to both short and long term capital gains taxes in India on the growth in value of its investment portfolio, which become payable when underlying investments are sold and profits crystallised. Where investments are valued at a profit, but not yet sold, the Company must accrue for the potential capital gains tax payable, which amounted to £11.1 million (2022 - £14.5 million) at 31 March 2023, equivalent to a reduction in the NAV per share of 20.0p or 3.1% at 31 March 2023 (2022 - 25.1p or 3.5%).

Environmental, Social and Governance

I am pleased to note that the Company's portfolio was recently rated "A" under the MSCI ESG Ratings. This reflects well on your Investment Manager's consistent efforts to engage with the companies held within your Company's portfolio and efforts to drive improvements on various issues. More details on your Investment Manager's ESG process can be found in the Investment Manager's Report and Case Studies, as well as in the latest Annual Report. A Sustainable Investment Report for the Company is also published every six months and is available at: abrdnnewindia.co.uk.

Shareholder Engagement

The Board encourages shareholders to visit the Company's website or other social media channels for the latest information and access to podcasts, thought-leadership articles and monthly factsheets. The Board is seeking to improve the information available to shareholders and to encourage greater interaction. Further to this, the Board has supported the enhancement of the website, alongside more frequent updates by the Investment Manager.

Annual General Meeting

The Company's AGM will be held at Wallacespace, 15 Artillery Lane, London E1 7HA at 12.30pm on Wednesday 27 September 2023. The AGM provides shareholders with an opportunity to ask any questions that they may have of either the Board or the Investment Manager. I look forward to meeting as many of you as possible over refreshments which will follow the AGM. Shareholders, whether attending the AGM or not, are encouraged to submit questions for the Board and/or Investment Manager, in advance, by email to new.india@abrdn.com.

Online Shareholder event

In order to encourage and promote interaction and engagement with the Company's shareholders, the Board is holding an interactive Online Shareholder Presentation at 10.30am on 14 September 2023, to cater for those shareholders who may be unable to attend the AGM. During the Presentation, shareholders will receive a short introduction from the Chairman and portfolio update from the Investment Manager, followed by an interactive question and answer session. The Presentation is being held ahead of the AGM in order to allow shareholders to submit their proxy votes prior to the meeting. Further information on how to register for the Presentation may be found at: https://www.workcast.com/register?cpak=6156852042983466

Change of Investment Policy

The Directors are proposing an amendment to the Company's investment policy, subject to Financial Conduct Authority and shareholder approval. If so approved, the Company will have the flexibility to invest over time in unquoted Indian companies which are close to coming to market through an Initial Public Offering ("IPO"). Many such companies tend to offer pre-IPO investment rounds in the months leading up to a planned IPO. The Investment Manager will continue to undertake deep due diligence on such opportunities.

The unquoted companies that the Investment Manager would seek to invest in would be those which meet its strict quality criteria, have clear and understandable business models and strong management teams. The Board, together with the Investment Manager, believes that the proposed change would provide the Company with better access to more opportunities at more favourable prices and with the opportunity to perform deeper due diligence on the relevant companies. These opportunities would also take advantage of the closed ended nature of the Company. Investments would only be made as and when suitable opportunities arise.

Investment in unquoted Indian investments would be limited to 10% of the Company's net asset value, in aggregate, and calculated at the time of investment.

Outlook

India remains one of the world's fastest-growing economies, sustained by a stable macroeconomic environment. Supportive government spending, a revival in consumption and an easing of supply chain bottlenecks are likely to provide a buffer against rising interest rates and a likely global slowdown.

With a pro-growth budget for the 2024 fiscal year, there is increasing focus on India's industrial policy, as the country seeks to entrench its position as a global manufacturing hub. The domestic economy is in the early stages of a cyclical upswing. Inflation is easing, and there is good momentum in real estate, infrastructure development and consumer spending. The Board is optimistic that companies with strong fundamentals favoured by your Investment Manager, those with pricing power, a competitive advantage, balance sheet strength and steady free cash flow, will thrive in such an environment.

That said, we must remain cogniscent of the risks. Stockmarkets remain volatile and the external pressures on India have not eased. However, the Company's core quality holdings should still deliver resilient compounding earnings growth, even as global macro conditions stay weak. The consistency of earnings growth of the portfolio continues to be healthy. Fundamentals, including the ability to sustain margins, remain solid, supported by experienced management teams. In time, we would expect these positives to once again be reflected in better share price performance.

Over the longer term, both I and the other Directors are confident that India remains a compelling investment opportunity. Its large population, favourable demographics and evolving middle class set it apart from other emerging markets. Domestic consumption, urbanisation and infrastructure remain long term structural growth stories, coupled with the digitalisation opportunity.

Michael Hughes
Chairman
28 June 2023

 

 



 

Investment Manager's Review

The Company's net asset value ("NAV") total return was -8.0% in sterling terms for the year ended 31 March 2023 (the "Year") compared with a total return of -6.0% for the MSCI India Index (the "Benchmark").

Over what was another volatile year for equities, the Company's focus on long-term quality bore fruit towards the final three months of the Year. Reiterating the Chairman's observations, we are encouraged that the focus on quality holdings and avoiding investing in large corporate groups that fail to meet our stringent criteria, is starting to deliver better performance. We are focused on improving performance and will continue to work hard to enhance returns for shareholders.

Market and Performance review

India was actually among the most resilient markets in what was an exceptionally turbulent year for global risk assets. The Year was marked by rising inflation, slowing global growth, and the ongoing Ukraine conflict. There were also challenging moments such as banking sector turmoil in developed markets, emanating from the US.

Despite these external headwinds, the Indian economy continued its post-pandemic recuperation. Aided by increasing government capital expenditure and easing supply chain worries, the services sector gradually improved while we witnessed a manufacturing revival. While this was underway, inflation eased to a 16-month low by the end of the Year to sit at 5.7%.

Looking at the portfolio's performance over the Year, it is perhaps best explained in two distinct periods. Between April and December 2022, the Company's performance fell sharply behind the Benchmark. However, between January and March 2023 - performance was much improved and recouped some of the earlier losses.

Over the first period, the key reasons for the under-performance against the Benchmark were: not holding any of the Adani group of companies (the "Adani Group") in the portfolio, negative stock selection in Azure Power Global and Piramal Enterprises, the poor returns from the IT services stocks, and not holding Mahindra & Mahindra in the early part of the review period. We discussed these reasons in greater detail in the Half-Yearly Report for the six months ended 30 September 2022 (available from www.abrdnnewindia.co.uk) and while we had taken some profits from our IT services holdings, our overall overweight exposure to the sector detracted from performance during the early part of the Year.

For the second period, as the final three months of the Year, the recovery in performance was mainly due to the unravelling of the Adani Group, which started in January 2023 after the publication of a highly critical report by a US short-seller; a key event which your Chairman has made a reference to also. We believe in investing in businesses that are backed by reputable promoter groups with a track record of delivering value to all shareholders. We continue to view the Adani Group as lower quality stocks given their weak financial track records, highly over-leveraged balance sheets and major ESG concerns, which make them risky bets in our view, which we have not been prepared to expose the portfolio to. We have always been clear about our reservations over the transparency and accounting practices of the Adani Group and the dramatic share-price collapse is a vindication of our rigorous investment process that filters out low-quality companies from the outset.

The relative contribution from the financials sector also turned positive. The share price of PB Fintech, which operates the online insurance platform Policybazaar, staged a strong recovery after its results showed that it was on track to turn profitable - in terms of its earnings before interest, taxation, depreciation, and amortisation (EBITDA) - in the next financial year. It was one of the high-quality growth stocks in the portfolio whose share price was depressed heavily in 2022 due to the rotation away from growth to value, despite displaying healthy fundamental characteristics.

Our holdings in core banks such as ICICI Bank and HDFC Bank also held up better than other lenders as the banking sector was weighed down by concerns over the collective exposure to Adani loans. In addition, HDFC Bank's upcoming merger with HDFC appears to remain on track, which we viewed as positive for the stock, and our exposure to it.

These holdings were also buoyed by better credit growth, higher interest rates and good asset quality.

Our industrial capex and infrastructure-related holdings also contributed to better relative performance. ABB India's strong portfolio of products and services benefited from the recovering capex cycle. The company also plans to invest US$121 million (approximately £97 million) over the next five years to expand its capacity to meet growing demand. Power Grid Corporation of India, which benefits from the country's need to invest in power infrastructure, outperformed after delivering good results. UltraTech Cement performed well, as the company ramped up capacity, driven by strong demand from infrastructure and housing and rising private sector capex.

Aegis Logistics, in the energy sector, remains a strong performer, which is well-positioned to capitalise on continued growth in demand for Liquid Petroleum Gas in India with its key terminal infrastructure in strategic locations along the country's coastline. 

On the other hand, our e-commerce, IT services and real estate sectors remained under pressure for the latter period.

In consumer discretionary, e-commerce company Nykaa continued to experience a falling share price despite delivering robust growth. However, we were concerned about the series of management changes the company had been through and have since sold the holding.  Crompton Greaves Consumer Electricals fell short of earnings expectations due to weaker consumer durables demand amid high inflation - we have also reduced the holding as the macro backdrop remains challenging for the company.

Elsewhere, our real estate holdings, namely Godrej Properties, was held back by concerns that rising mortgage rates will affect demand. We have not seen any evidence of this as the company reported robust growth in residential home sales in the major markets. We maintain our conviction in the stock as Godrej remains in a good position, with a robust balance sheet, ahead of both the structural market consolidation and the industry upcycle, that we are anticipating.

IT services remained weak on global recessionary fears. As we are concerned that valuations in this sector do not reflect the slowdown in technology spending, we have continued to reduce the portfolio's exposure to the sector by selling Mphasis.

On the ESG front, we continued to engage with companies on various issues. Following our discussions with Affle India (corporate governance), Godrej Properties (green strategy) and UltraTech Cement (decarbonisation efforts), we made the first post-Covid trip to India in February 2023 which helped our engagement and understanding of the ESG issues in the portfolio.

Portfolio activity

The Company maintains an above-Benchmark exposure to financial services, which includes banks and life insurance, real estate, and healthcare. Within financials, we have added to our private banks' exposure with an initiation in Axis Bank as the stock is attractively valued and its turnaround strategy has started to show results. In Healthcare, we bought an initial holding in JB Chemicals, which is one of the top pharmaceutical companies in India, measured by sales.

As we remain positive about the industrial capex cycle and premiumisation trend within domestic consumption, we initiated a position in cable and wire manufacturer KEI Industries, leading domestic jeweller Titan Industries and Tata Consumer Products, a consumer products company with strong brands. These were funded with the sales of our lower conviction holdings mentioned above such as Mphasis, Nykaa, logistics and supply chain firm Delhivery and healthcare company Sanofi India.

Outlook

The next 12 months remains uncertain, with no end in sight to the Russia-Ukraine conflict, an expected rearrangement in global supply chains and a looming recession in the United States. However, India's swelling economy and domestic demand, robust macroeconomic management and proactive policy measures mean that the country is well-placed to tackle such external headwinds.

We remain confident that our portfolio, as positioned, has the right features to withstand the current challenging environment. In the short-term, once the global interest rate cycle peaks, we believe that the growth to value rotation will ease or even reverse, and our resilient, higher-quality, growth stocks will outperform. Given the quality and strong fundamentals of our portfolio holdings, we believe that your Company is well positioned to deliver on its performance objective for shareholders.

Kristy Fong and James Thom
Investment Manager
28 June 2023

 

 



 

Overview of Strategy

 

Business Model

The business of the Company is that of an investment company which continues to qualify as an investment trust for UK capital gains tax purposes. The Directors do not envisage any change either to this model or to the Company's activities in the foreseeable future.

Investment Objective

The Company aims to provide shareholders with long term capital appreciation by investment in companies which are incorporated in India, or which derive significant revenue or profit from India, with dividend yield from the Company being of secondary importance.

Investment Policy

The Company invests primarily in Indian equity securities.

Delivering the Investment Policy

Risk Diversification

The Company's investment policy is flexible, enabling it to invest in all types of securities, including equities, debt and convertible securities in companies listed on the Indian stock exchanges or which are listed on other international exchanges, and which derive significant revenue or profit from India. The Company may also, where appropriate, invest in open-ended collective investment schemes and closed-end funds which invest in India and are listed on the Indian stock exchanges. The Company is free to invest in any particular market segment or geographical region of India or in small, mid or large capitalisation companies.

The Company's portfolio will typically comprise in the region of 25 to 50 holdings, but with due consideration given to spreading investment risk.

Gearing

The Company is permitted to borrow up to 25% of its net assets (measured when new borrowings are incurred). It is intended that this power should be used to leverage the Company's portfolio in order to enhance returns when and to the extent that it is considered appropriate to do so. Under normal circumstances, over the longer term and in tandem with the rising value of the Company's investments, gearing is expected to improve returns.

The Company's Gearing is essentially structural in nature but, in addition, may be used for specific opportunities or circumstances. The Directors take care to ensure that borrowing covenants permit flexibility of investment policy.

Currency, Hedging Policy and Derivatives

The Company's financial statements are maintained in Sterling while, because of its investment focus, nearly all of its portfolio investments are denominated and quoted in the Indian Rupee. Although it is not the Company's present intention to do so, the Company may, where appropriate and economic to do so, employ a policy of hedging against fluctuations in the rate of exchange between Sterling and other currencies in which its investments are denominated. Cash balances are held in such currency or currencies as the Manager considers appropriate, although it is expected that this would primarily be Sterling.

Although the Company does not employ derivatives presently, it may do so, if appropriate, to enhance portfolio returns (of a capital or income nature) and for efficient portfolio management, that is, to reduce, transfer or eliminate risk in its investments, including protection against currency risks, or to gain exposure to a specific market.

Proposed Amendment to Investment Policy

The Company is proposing to amend its investment policy to allow investment into unlisted companies subject to a limit, measured in the aggregate and at the time of investment, of 10% of the Company's net asset value.

Further information regarding this change may be found in the Chairman's Statement. The Board is seeking shareholders' approval to the amendment under Resolution 9 in the Notice of Annual General Meeting.

Investment Restrictions

It is the investment policy of the Company to invest no more than 15% of its gross assets in other listed investment companies (including listed investment trusts). The Company held no investments in other listed investment companies during the year ended 31 March 2023.

Benchmark

The Company's Benchmark is the MSCI India Index (Sterling-adjusted). The Board also considers the Adjusted NAV in relation to the conditional tender offer announced in March 2022.

 

Key Performance Indicators

At each Board meeting, the Directors consider a number of performance measures to assess the Company's success in achieving its objective.  The main Key Performance Indicators ("KPIs") identified by the Board in relation to the Company, which are considered at each Board meeting, are as follows:

KPI

Description

Performance of NAV and share price compared to the Benchmark

The Board considers the Company's NAV return, the Adjusted NAV return and share price return, all relative to the Benchmark, to be the best indicator of performance over time. The figures for this year and for the past three, five and ten years are set out on above for the NAV return and share price total return while a graph showing NAV and share price total return performance against the Benchmark over the past five years is included in the published Annual Report

Discount to NAV

The discount at which the Company's share price trades relative to the NAV per share is monitored by the Board. A graph showing the discount over the last five years is included in the published Annual Report.

Ongoing charges

The Board regularly monitors the operating costs of the Company and the ongoing charges for this year and the previous year are disclosed in Financial Highlights and Performance.

 

Principal Risks and Uncertainties

There are a number of risks which, if realised, could have a material adverse effect on the Company and its financial position, performance and prospects. The Board has carried out a robust assessment of these risks, including emerging risks, which include those that would threaten its business model, future performance and solvency. The principal risks associated with an investment in the Company's shares are published monthly in the Company's factsheet which is available from the Company's website: abrdnnewindia.co.uk.

The principal risks and uncertainties, and emerging risks, faced by the Company are reviewed annually by the Audit Committee in the form of a detailed risk matrix and heat map and they are described in the table below, together with any mitigating actions. In addition, the Board has identified, as an emerging risk, the general escalation of geo-political risk globally. This may have implications for India (see "Single Country Risk" below). In addition, the Audit Committee considers the implications for the Company's investment portfolio of a changing climate. The Board assesses this emerging risk as it develops, including how investor sentiment is evolving towards climate risk within investment portfolios, and will consider how the Company may mitigate this risk, and other emerging risks, if and when they become material.

In all other respects, the Company's principal risks and uncertainties have not changed materially since the date of the previous Annual Report and are not expected to change materially for the current financial year. 

An explanation of other risks relating to the Company's investment activities, specifically market price, interest rate, liquidity and credit risk, and a note of how these risks are managed, is contained in Note 17 to the financial statements.

 

Description

Mitigating Action

Strategic risk - inappropriate business strategy leads to lack of demand for the Company's shares, leading to its shares trading at a persistent and anomalous discount to its Net Asset Value

The Board reviews its strategy and investment mandate annually in the context of developments in markets and taking account of investor feedback.

Market risk - falls in the prices of securities issued by Indian companies, which may be caused by company-specific issues or may be determined by local and international economic, political, social, and financial factors, including pandemics, natural disasters or geo-political conflicts.

The Investment Manager seeks to reduce market risk by investing in a wide variety of companies with strong balance sheets and the ability to generate increased earnings. In addition, investments are made in diversified sectors in order to reduce the risk of a single large exposure. The Investment Manager believes that diversification should be looked at in absolute terms rather than relative to the Benchmark. The performance of the portfolio relative to the Benchmark and the underlying stock and sector weightings in the portfolio against their Benchmark weightings are monitored closely by the Board.

Poor investment performance - poor investment performance leads to loss of asset value in comparison to the benchmark and/or the peer group, and, over time, can lead to a widening of the discount to NAV at which the Company's shares trade.

The investment performance of the Manager is reviewed at each Board meeting and compared to the benchmark and the peer group. Exposure to a range of risk factors is also reviewed.

Discount - factors which affect the discount to NAV at which the Ordinary shares of the Company trade. These may include the popularity of the investment objective of the Company, the popularity of investment trust shares in general, the investment performance of the Company, and the ease with which the Company's Ordinary shares can be traded on the London Stock Exchange.

The Board keeps under review the discount and undertakes selective buyback of shares where to do so would be in the best interests of shareholders, balanced against reducing the overall size of the Company. Any shares bought back are held in treasury.

Single country risk - the Company invests in companies which are incorporated in, or derive significant revenue or profit from, a single country - India. Investing in a single country, which is also an emerging market, is generally a higher risk strategy than investing more widely, or in developed markets. There is likely to be greater political and regulatory risk, and the standards of disclosures and corporate governance may be less developed than in developed markets. In addition, there may be specific internal political and social issues, or wider geo-political issues, which could lead to social upheaval, unrest, or conflict.

 

These events may lead to falls in equity markets, and also adverse foreign currency movements.

The Company's exposure to India is an integral part of its investment strategy. Risk can be mitigated, to a degree, by the monitoring of emerging risks, and by appropriate actions in relation to portfolio construction, liquidity and gearing.

The Board is kept informed of political, regulatory and tax issues affecting the portfolio.

 

The Board monitors the Rupee/Sterling exchange rate and reviews the currency impacts on both capital and income at each meeting, although the Company did not hedge its foreign currency exposure during the year.

Depositary - insolvency of the depositary or custodian or sub-custodian, or a shortfall in the assets held by that depositary, custodian or sub-custodian arising from fraud, operational errors or settlement difficulties resulting in a loss of assets owned by the Company.

The depositary, BNP Paribas Trust Corporation UK Limited, presents to the Board at least annually on the Company's compliance with the Alternative Investment Fund Managers Directive ("AIFMD"). The Manager separately monitors the activities of the depositary and reports to the Board on any exceptions arising.

Financial and regulatory - the financial risks associated with the portfolio could result in losses to the Company. In addition, failure to comply with relevant regulation (including the Companies Act, the Financial Services and Markets Act, the Alternative Investment Fund Managers Directive, accounting standards, investment trust regulations and the Listing Rules, Disclosure Guidance and Transparency Rules and Prospectus Rules) may have an adverse impact on the Company.

 

Any change in the Company's tax status or in taxation legislation either in India or in the UK (including the tax treatment of dividends, capital gains or other investment income received by the Company) could affect the value of the investments held by the Company and the Company's ability to provide returns to shareholders or alter the post-tax returns to shareholders.

The financial risks associated with the Company include market risk, liquidity risk and credit risk, all of which are mitigated by the Manager. Further details of the steps taken to mitigate the financial risks associated with the portfolio are set out in Note 17 to the financial statements.

The Board is responsible for ensuring the Company's compliance with applicable regulations. Monitoring of this compliance, and regular reporting to the Board thereon, has been delegated to the Manager. The Board receives updates from the Manager and AIC briefings concerning industry changes. From time to time, the Company also employs external advisers covering specific areas of compliance.

In particular, the Board receives reports from the Manager covering investment movements, the level and type of forecast income and expenditure and the amount of proposed dividends with a view to ensuring that the Company continues to qualify as an investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010. A breach of these regulations would mean that the Company is no longer exempt from UK capital gains tax on profits realised from the sale of its investments.

Gearing - while the use of gearing should enhance the total return on the Ordinary shares where the return on the Company's underlying assets is rising and exceeds the cost of borrowing, it will have the opposite effect where the underlying return is less than the cost of borrowing, further reducing the total return on the Ordinary shares. A significant fall in the value of the Company's investment portfolio could result in a breach of bank covenants and trigger demands for early repayment.

The Board is responsible for determining the gearing strategy for the Company, with day-to-day gearing decisions being made by the Investment Manager. Borrowings are short term in nature and particular care is taken to ensure that any bank covenants permit maximum flexibility of investment policy. The Board has agreed certain gearing restrictions with the Manager and reviews compliance with these guidelines at each Board meeting.


Loan agreements are entered into following review by the Company's lawyers.

 

Promoting the Company

The Board recognises the importance of updating existing investors as well as promoting the Company to prospective investors, with the aim of improving liquidity in the Company's shares and reducing the discount at which they trade, thereby enhancing value. Communicating the long-term attractions of the Company is key. 

The Board seeks to achieve this through subscription to, and participation in, the promotional programme run by abrdn on behalf of the investment companies under its management.

The Company's financial contribution to the programme is matched by abrdn. abrdn's promotional activities team reports quarterly to the Board giving analysis of the promotional activities as well as updates on the shareholder register and any changes in the composition of that register.

The Company further supports the Manager's investor relations programme which involves regional roadshows as well as promotional and public relations campaigns.

Board Diversity and Succession

The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow the Board to fulfil its obligations. The Board also recognises the benefits, and is committed to, the principle of diversity in its recruitment of new Board members. The Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment and will search widely when recruiting any new Director with a view to maximising diversity. Consequently, the Company does not consider it appropriate to set specific diversity targets. At 31 March 2023, there were three male Directors and one female Director on the Board.

The Board has agreed a policy whereby no Director, including the Chairman, shall serve for longer than the ninth AGM after the date of their initial date of appointment as a Director unless in relation to
exceptional circumstances.

Environmental, Social and Human Rights Issues

The Company has no employees as it is managed by abrdn Fund Managers Limited and there are therefore no disclosures to be made in respect of employees. The Company's responsible investment policy is outlined below while the Manager's ESG engagement is set out below.

Due to the nature of the Company's business, being a company that does not offer goods and services to customers, the Board considers that it is not within the scope of the Modern Slavery Act 2015 because it has no turnover. The Company is therefore not required to make a slavery and human trafficking statement.

Notwithstanding this, the Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.

Global Greenhouse Gas Emissions and Streamlined Energy and Carbon Reporting ("SECR")

All of the Company's activities are outsourced to third parties. The Company therefore has no greenhouse gas emissions to report from the operations of its business, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013.  For the same reason as set out above, the Company considers itself to be a low energy user under the SECR regulations and therefore is not required to disclose energy and carbon information.

Duration

The Company does not have a fixed life but, further to a change in the Articles of Association approved by shareholders at the AGM on 28 September 2022, an ordinary resolution to continue the Company is put to shareholders at every fifth AGM. The next continuation resolution will be put to shareholders at the AGM in 2027.

Viability Statement

The Company does not have a fixed period strategic plan, but the Board does formally consider risks and strategy on at least an annual basis. The Board regards the Company, with no fixed life, as a long-term investment vehicle, but for the purposes of this viability statement has decided that a period of three years is an appropriate period over which to report. The Board considers that this period reflects a balance between looking out over a medium-term horizon and the inherent uncertainties of looking out further than three years.

Taking into account the Company's current position and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of three years from the date of this Report.

In forming this expectation, the Directors looked to the following:

·  the Company's assets consist, substantially, of a portfolio of readily realisable quoted securities, where the Directors monitor the liquidity of each holding as well as reviewing the outcome of testing undertaken by the Manager in which the portfolio is subject to adverse market scenarios;

·  the principal risks and uncertainties detailed above, and the steps taken to mitigate these;

·  a significant proportion of the expenses are proportional to the Company's NAV and will reduce if the NAV falls;

·  the Directors regularly review the Company's level of gearing, including the financial modelling undertaken by the Manager to establish what level of reduction in the Company's NAV would require to occur in order to cause a breach in the covenants attached to the Company's £30m loan facility;

·  the Company's third-party suppliers continuing to deliver services to the Company in accordance with the underlying agreements and not experiencing significant operational difficulties in respect of the services provided to the Company, although, if required, alternative suppliers could be engaged to provide these services at limited notice; and

·  in advance of expiry in August 2025 of the Company's £30m loan the Company will enter into negotiations with its bankers. If acceptable terms are available from the existing bankers, or any alternative, the Company would expect to continue to access borrowings. However, should these terms not be forthcoming, any outstanding borrowing would be repaid through the proceeds of equity sales.

Accordingly, taking into account the Company's current position and the potential impact of its principal risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of three years from the date of this report. In making this assessment, the Board has considered in particular the risk of a large economic shock, a continuing period of significant stock market volatility, a significant reduction in the liquidity of the portfolio or changes in investor sentiment, and how these factors might affect the Company's prospects and viability in the future.

Likely Future Developments

The Board expects the Company to continue to pursue its investment objective and accepts that this may involve divergence from the Benchmark. The companies which make up the investment portfolio are considered by the Investment Manager to demonstrate resilience and to offer opportunities for investors to benefit from the development of the broader Indian economy. Further information on the outlook and future developments of the Company may be found in the Chairman's Statement and in the Investment Manager's Report.

Michael Hughes,
Chairman
28 June 2023

 

 



 

Promoting the Success of the Company

The Purpose of the Company and Role of the Board

The Board is required to report on how it has discharged its duties and responsibilities under section 172 of the Companies Act 2006. Under this legislation, the Directors have a duty to promote the success of the Company for the benefit of its members as a whole, taking into account the likely long-term consequences of decisions, the need to foster relationships with the Company's stakeholders and the impact of the Company's operations on the environment.

The purpose of the Company is to act as a vehicle to provide, over time, attractive financial returns to its shareholders. Investment trusts, such as the Company, are long-term investment vehicles and are typically externally managed, have no employees, and are overseen by an independent non-executive board of directors.

During the year, the Board was comprised of between four and six independent non-executive Directors with a broad range of skills and experience across all major functions that affect the Company. The Board retains responsibility for taking all decisions relating to the Company's investment objective and policy, gearing, corporate governance and strategy, and for monitoring the performance of the Company's service providers.

The Board's philosophy is that the Company should operate in a transparent culture where all parties are provided with respect as well as the opportunity to offer practical challenge and participate in positive debate which is focused on the aim of achieving the expectations of shareholders and other stakeholders alike.  The Board expects the Manager to act as a responsible steward of the Company's investments. The Manager's approach to responsible investing may be found at: https://www.abrdn.com/en-gb/seeing-things-differently

How the Board Engages with Stakeholders

The Company's main stakeholders are its Shareholders, the Manager, Investee Companies, Service Providers, Debt Providers and the Environment and Community. The Board considers its stakeholders at Board meetings and receives feedback on the Manager's interactions with them.

 

Stakeholder

How the Board Engages

Shareholders

Its shareholders are key stakeholders and the Board places great importance on communication with them. The Board welcomes all shareholders' views and aims to act fairly between all shareholders. The Chairman, Manager and Company's broker regularly meet with current and prospective shareholders to discuss performance and shareholder feedback is discussed by the Directors at Board meetings. In addition, the Chairman meets with major shareholders in the absence of representatives of the Manager, as necessary.

Regular updates are provided to shareholders through the Annual Report, Half Yearly Report, Manager's monthly factsheets, Company announcements, including daily net asset value announcements, and the Company's website.  In normal years, the Company's Annual General Meeting provides a forum, both formal and informal, for shareholders to meet and discuss issues with the Directors and Manager.

Manager

The Investment Manager's Report details the key investment decisions taken during the year. The Investment Manager has continued to manage the Company's assets in accordance with the mandate provided by shareholders, with the oversight of the Board.

The Board regularly reviews the Company's performance against its investment objective and the Board undertakes an annual strategy review to ensure that the Company is positioned well for the future delivery of its objective for its stakeholders. The Board receives presentations from the Investment Manager at every Board meeting to help it to exercise effective oversight of the Investment Manager and the Company's strategy. The Board, through the Management Engagement Committee, formally reviews the performance of the Manager at least annually and further details are provided in the Directors' Report.

Investee Companies

Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the Manager which has sub-delegated that authority to the Investment Manager.

The Board has also given discretionary powers to the Investment Manager to exercise voting rights on resolutions proposed by the investee companies within the Company's portfolio.  The Manager reports on a quarterly basis on stewardship (including voting) issues. 

Through engagement and exercising voting rights, the Investment Manager actively works with companies to improve corporate standards, transparency and accountability.

Service Providers

The Board seeks to maintain constructive relationships with the Company's suppliers either directly or through the Manager with regular communications and meetings.

The Audit Committee conducts an annual review of the performance, terms and conditions of the Company's key service providers to ensure they are performing in line with Board expectations and providing value for money.

Debt Providers

On behalf of the Board, the Manager maintains a constructive working relationship with Royal Bank of Scotland International Limited (London Branch), part of NatWest Group plc, the provider of the Company's £30m multi-currency loan facility, ensuring compliance with its loan covenants and arranging for regular updates for the lender on the Company's business activities, where requested.

Environment and Community

The Board and Manager are committed to investing in a responsible manner and the Investment Manager integrates Environmental, Social and Governance ("ESG") considerations into its research and analysis as part of the investment decision-making process.  Further information on the Manager's ESG engagement, with case studies from the investment portfolio, may be found in the published Annual Report.

 

Specific Examples of Stakeholder Consideration During the Year

While the importance of giving due consideration to the Company's stakeholders is not new, and is considered as part of every Board decision, the Directors were particularly mindful of stakeholder considerations during the following decisions undertaken during the year ended 31 March 2023.

Share buybacks

During the year the Company bought back into treasury 2.1 million shares, providing a small accretion to the NAV per share and a degree of liquidity to the market. The discount at which the Company's share price sits as compared to its NAV per share is wider than the historic average and the Board has instructed a step-up in share buyback activity. It is the view of the Board that this policy is in the interest of all shareholders.

Visit to India

Members of the Board, accompanied by the Investment Manager, visited India in February 2023 and met with a number of investee companies.

Online Shareholder event

As explained in the Chairman's Statement, to encourage and promote interaction and engagement with the Company's shareholders, the Board is holding an Online Shareholder Presentation at 10.30am on 14 September 2023. During the presentation, shareholders will receive updates from the Chairman and Investment Manager and then be able to participate in an interactive question and answer session. The online presentation is being held ahead of the AGM in order to allow shareholders to submit their proxy votes prior to the AGM.

Change in Management Fee

Following discussions with the Manager, a fee reduction was agreed for the benefit of shareholders (see the Directors' Report for details).



 

Performance

 

Ten Year Financial Record

Year to 31 March

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Total income (£'000)

376

341

374

3,104

3,318

3,602

5,185

4,517

5,059

6,123

Per share (p)

Net revenue (loss)/return

(0.36)

(0.39)

(1.06)

(0.28)

(0.71)

(0.35)

2.08

0.19

(0.28)

(0.59)

DividendsA

n/a

n/a

n/a

n/a

n/a

n/a

1.00

n/a

n/a

n/a

Total (loss)/return

(5.16)

121.94

(23.42)

125.81

2.12

41.90

(120.34)

216.25

69.64

(60.00)

Net asset value per share (p)

Basic

263.55

385.49

362.07

487.88

490.00

531.90

411.41

627.05

697.30

641.32

Shareholders' funds (£'000)

155,680

227,708

213,874

288,190

289,444

314,196

241,583

366,106

403,995

357,919

A 2020 dividend represents 0.22p per share paid from revenue reserves and 0.78p per share paid from capital reserves.

 



 

Top Ten Active Weights

 

As at 31 March 2023

4.0%

Hindustan Unilever

3.4%

HDFC Bank

The largest fast-moving consumer goods company (FMCG) in India, with an unrivalled portfolio of brands, an extensive nationwide distribution network, and a long and successful operational track record in the country.

HDFC Bank is amongst the best retail banking franchises in India, with a high-quality wholesale portfolio, solid underwriting standards and a progressive digital stance further strengthening its competitive edge.

3.4%

Power Grid Corporation of India                    

3.4%

Ultratech Cement

Power Grid Corporation of India forms the backbone of India's electricity infrastructure. It is poised to play a key role in the growth of renewable energy delivery to the grid over the next few decades as the government plans ambitious renewable targets for the electricity sector.

A clear industry leader in India's cement industry, backed by strong brand recognition, a good distribution and sales network and solid product quality. Its focus on cost efficiency and an improving energy mix have given UltraTech a cost advantage.

3.1%

SBI Life Insurance

2.9%

Aegis Logistics Ltd

Among the leading domestic life insurers, SBI Life's competitive edge comes from a wide reach of SBI branches, highly productive agents, a low cost ratio and a reputable SBI brand.

A strong and conservative player in India's gas and liquids logistics sector, with a first mover advantage in key ports and a fair amount of capacity expansion to come. Its storage and logistics segment is benefitting from the burgeoning flow of chemicals and fuels across the country. In addition, the government's push for the adoption of cleaner energy has boosted its liquefied natural gas business.

2.8%

ICICI Bank

2.5%

Fortis Healthcare

ICICI Bank has been delivering superior growth and returns improvement without compromising on asset quality. It has leveraged on its scale as well as retail and digital franchise to grow in mortgages and also growing off a low base in business banking and SMEs, while the way it articulates its growth approach also sounds sensible.

Fortis Healthcare is one of the largest healthcare services in India, operating the second and third largest hospital chain in
India by revenue and beds, as well as a diagnostic lab business of national scale.
In both segments, Fortis operates at the premium end.

2.2%

Bharti Airtel

2.2%

Syngene International

Bharti Airtel remains the leading telecom service provider with a pan-India reach and sophisticated customer base with higher average mobile spending.

Syngene International is a leading contract research organisation serving both pharmaceutical majors and biotech start-ups.

 



 

Portfolio

 

As at 31 March 2023 

Valuation

Total assets

2023

2023

Company

Industry

£'000

%

ICICI Bank

Financials                             

35,816

9.2

Infosys

Information Technology

33,442

8.6

Housing Development Finance Corporation                   

Financials                             

31,462

8.1

Hindustan Unilever

Consumer Staples

27,450

7.1

Tata Consultancy Services

Information Technology

20,983

5.4

Power Grid Corporation of India

Utilities                              

17,541

4.5

Bharti Airtel

Communication Services

17,413

4.5

Ultratech Cement

Materials

16,678

4.3

HDFC Bank

Financials                             

14,318

3.7

SBI Life Insurance

Financials                             

14,234

3.7

Ten largest investments

229,337

59.1

Aegis Logistics

Energy

12,913

3.3

Maruti Suzuki India

Consumer Discretionary

12,337

3.2

Fortis Healthcare

Healthcare                            

9,789

2.5

Mahindra & Mahindra

Consumer Discretionary

9,587

2.5

Kotak Mahindra Bank

Financials                             

9,392

2.4

Nestlé India

Consumer Staples

8,285

2.2

Asian Paints

Materials

8,098

2.1

Syngene International

Healthcare                            

7,314

1.9

ABB India

Industrials                            

6,969

1.8

Hindalco Industries

Materials

6,686

1.7

Top twenty investments

320,707

82.7

Container Corporation of India

Industrials                            

6,624

1.7

Prestige Estates Projects

Real Estate

6,445

1.7

Godrej Properties

Real Estate

6,333

1.7

PB Fintech

Financials                             

6,170

1.6

Vijaya Diagnostic Centre

Healthcare                            

5,934

1.5

Renew Energy

Energy

5,474

1.4

Affle India

Communication Services

5,226

1.4

Info Edge

Communication Services

4,371

1.1

Tata Consumer Products

Consumer Staples

4,000

1.0

Crompton Greaves Consumer Electricals

Consumer Discretionary

3,961

1.0

Top thirty investments

375,245

96.8

Axis Bank

Financials                             

3,922

1.0

Aptus Value Housing Finance

Financials                             

3,390

0.9

KEI Industries

Industrials                            

3,181

0.8

Titan

Consumer Discretionary

3,173

0.8

JB Chemicals & Pharmaceuticals

Healthcare                            

2,284

0.6

FSN E-Commerce Ventures

Consumer Discretionary

176

-

Total investments

391,371

100.9

Net liabilities (before deducting prior charges)A

(3,534)

(0.9)

Total assetsA

387,837

100.0

A Excluding loan balances, but including non-current liabilities.

Unless otherwise stated, investments are in common stock.  

 



 

Sector Analysis

 

Sector Breakdown

As at 31 March 2023

Percentage

Financials

30.3

Information Technology

13.9

Consumer Staples

10.1

Materials

8.0

Consumer Discretionary

7.5

Communication Services

6.9

Healthcare

6.5

Energy

4.7

Utilities

4.5

Industrials

4.3

Real Estate

3.3

 



 

Our Investment Manager's Responsible Investment Process

 

The Investment Manager believes that a company's ability to generate sustainable returns for investors depends on the management of its environmental impact, its consideration of the interests of society and stakeholders, and on the way it is governed. By putting ESG factors at the heart of its investment process, the Investment Manager aims to generate better outcomes for the Company's shareholders. The three factors can be considered as follows:

·  Environmental factors relate to how a company conducts itself with regard to environmental conservation and sustainability. Types of environmental risks and opportunities include a company's energy consumption, waste disposal, land development and carbon footprint, among others.

·  Social factors pertain to a company's relationship with its employees and vendors. Risks and opportunities can include (but are not limited to) a company's initiatives on employee health and well-being, and how supplier relationships align with corporate values.

·  Corporate governance factors can include the corporate decision-making structure, independence of board members, the treatment of minority shareholders, executive compensation and political contributions, among others.

At the investment stage, ESG factors and analysis can help to frame where best to invest by considering material risks and opportunities alongside other financial metrics. Due diligence can ascertain whether such risks are being adequately managed, and whether the market has understood and priced them accordingly.

The Investment Manager is an active investor, voting at shareholder meetings in a deliberate manner, working with companies to drive positive change, and engaging with policymakers on ESG and stewardship matters. Furthermore, with respect to the Company, the Board has supported the Investment Manager in actively choosing, in future, not to invest in tobacco companies nor investing in companies directly exposed to controversial weapons

There are three core principles which underpin the Investment Manager's investment approach (shown below) and the time it dedicates to ESG analysis as part of its overall fundamental equity research process:

 

ESG factors are financially material, and impact corporate performance

 

Understanding ESG risks and opportunities alongside other financial metrics allows us to make better investment decisions

Informed and constructive engagement helps foster better companies, enhancing the value of our clients' investments

 

As part of their company research, our stock analysts evaluate the ownership, governance and management quality of the companies they cover. They also assess potential environmental and social risks that the companies may face. These insights are captured in our company research notes.

Our stock analysts work closely with dedicated ESG specialist who sit within each regional investment team and provide industry-leading expertise and insight at the company level. These specialists also mediate the insights developed by our central ESG Investment team to the stock analysts, as well as interpret and contextualise sector and company insights.

Our central ESG investment team provides thought leadership, thematic and global sector insights, as well as event-driven research. The team is also heavily involved in the stewardship of our investments and supports company engagement meetings where appropriate.

 



 

abrdn's ESG Engagement

How the Investment Manager embeds ESG into its Investment Process

 

01.   Investment insight

02.   Active Ownership

03.   Risk & Monitoring

04.   Our People

High quality fundamental and first hand research

 

Assessment if ESG for all stocks under coverage

Engage and vote with aim of improving financial resilience and investment performance

 

Raise standards in companies and industries we invest in, and help drive industry best practice.

Combine in-house and external scoring to inform view

 

Active tracking of fund holdings against ESG objectives

Over 130 equity professionals, and 40+ central & on-desk ESG specialists across the world

 

Can we measure it?

There are elements of ESG that can be quantified, for example the diversity of a board, the carbon footprint of a company, and the level of employee turnover. While diversity can be monitored, measuring inclusion is more of a challenge. Although it is possible to measure the level of staff turnover, it is more challenging to quantify corporate culture. Relying on calculable metrics alone would potentially lead to misleading insights. As active managers, quantitative and qualitative assessments are blended to better understand the ESG performance of a company.

The Investment Manager's analysts consider such factors in a systematic and globally applied approach to assess and compare companies consistently on their ESG credentials, both regionally and against their peer group. Some of the key questions asked of companies include:

·  How material are ESG issues for this company, and how are they being addressed?

·  What is the quality of this company's governance, ownership structure and management?

·  Are incentives and key performance indicators aligned with the company's strategy and the interests of shareholders?

The questions asked differ from company to company; the type of questions poised to a bank would be quite different from those of a semiconductor manufacturing firm.

The ESG Scoring System

Having considered the regional universe and peer group in which a company operates, the Investment Manager allocates it an ESG score between one and five.  This is applied across every stock covered globally. Examples of each category and a small sample of the criteria used are detailed below:

1. Best in class

2. Leader

3. Average

4. Below average

5. Laggard

ESG considerations are a material part of the company's core business strategy

Excellent disclosure

Makes opportunities from strong ESG risk management

ESG considerations
not market leading

Disclosure is good, but not best in class

Governance is
generally very good

ESG risks are considered as a part of principal business

Disclosure in line with regulatory requirements

Governance is generally good but some minor concerns

Evidence of some financially material controversies

Poor governance or limited oversight of key ESG issues

Some issues in treating minority shareholders poorly

Many financially material controversies

Severe governance concerns

Poor treatment of minority shareholders

At the last review reported to the Board, 53% of the companies in the portfolio were rated under the Investment Manager's scoring system as 'Leaders', reflecting the portfolio's focus on quality, while 45% of the companies were rated as 'Average'. A generally positive momentum has been witnessed from companies in the portfolio in terms of ESG, in covering both practices and disclosure, and it was pleasing to note that the second half of the year saw a number of upgrades to company scores following extensive engagement by the Investment Manager. More generally, engagements in India continue to focus on environmental impact and climate change, as well as resource intensity, cybersecurity, board dynamics and independent directors. The portfolio did not hold any companies rated as either 'Below Average' or' Laggard'.

While the Investment Manager seeks to encourage better disclosure and ESG considerations by companies, it will not always necessarily exclude one if improvements are expected. Overall, the Company supports an approach seeking to target:

·  an aggregate portfolio ESG rating that is better than, or equal to, the benchmark measured by the MSCI ESG rating (CCC-AAA) based on the weighted average of each company's MSCI ESG rating;

·  a Carbon Intensity that is at least 10% lower than the benchmark, as measured by the abrdn Carbon Footprint Tool (which uses Trucost data for Scope 1 & 2 emissions). This tool enables analysis of company, sector, and the overall portfolio's carbon footprint.

The Board receives half-yearly updates with regards to these metrics which are published on the Company website and, while not guaranteed, there is an aim that the Investment Manager's investment process will deliver against these targets at the same time as delivering long term growth. 

Climate Change

Climate change is one of the most significant challenges of the 21st century and has big implications for investors. The energy transition is underway in many parts of the world, and policy changes, falling costs of renewable energy, and a change in public perception are happening at a rapid pace. Assessing the risks and opportunities of climate change is a core part of the investment process. In particular, the Investment Manager considers:

Transition risks and opportunities

Governments could take robust climate change mitigation actions to reduce emissions and transition to a low-carbon economy. This is reflected in targets, policies and regulation and can have a considerable impact on high-emitting companies.

Physical risks and opportunities

Insufficient climate change mitigation action will lead to more severe and frequent physical damage. This results in financial implications, including damage to crops and infrastructure, and the need for physical adaptation such as flood defences.

The Investment Manager has aligned its approach with that advocated by the investor agenda of the Principles for Responsible Investment (PRI) - a United Nations-supported initiative to promote responsible investment as a way of enhancing returns and better managing risk.

PRI provides an intellectual framework to steer the massive transition of financial capital towards low-carbon opportunities. It also encourages fund managers to demonstrate climate action across four areas: investments; corporate engagement; investor disclosure; and policy advocacy, as explained below:



 

 

 

Focus

Objective

Aim

Investments

Research & Data

Provide high quality climate-change insights and thematic research across asset classes and regions. This includes using climate-related data as an input into the investment process.

Provide relevant high-quality data and insights on climate-change trends, risks and opportunities that are fully integrated into our decision making and drive positive outcomes for our clients

Investment Integration

Understanding the potential impacts of climate-change risks and opportunities across regions and sectors, integrate these into our investment decisions and understand the implications for our portfolios.


Client Solutions

Understand client needs in relation to climate change and low-carbon product demand. Develop innovative climate-related client solutions and products across all asset classes.

Corporate Engagement

Investee Engagement & Voting

Better understands investee exposure and management of climate change risks and opportunities.

Influence investee companies on management of climate change risks and opportunities via engagement and voting.

Highlight expectation to apply the Task Force on Climate-related Financial Disclosures ("TCFD") framework when reporting on climate-related data.

Policy Advocacy

Collaboration & Influence

Collaborate with climate-change-related industry associations and participate in relevant initiatives. Engage with peers and policymakers to drive industry developments and best practice.

Investor Disclosure

Disclosures

Disclose climate-change-related data using TCFD reporting framework across the four pillars: governance, strategy, risk management and targets.

 

To assist in the analysis, the Investment Manager has developed a proprietary climate scenario analysis tool. Climate scenario analysis involves modelling the impact on financial assets of a range of pathways (for both physical climate change and the transition to a low carbon economy) under plausible assumptions for future policy and technological change. This allows the Investment Manager to explore the impact of climate change on portfolios and to inform investment decisions.

Importance of Engagement

The Investment Manager is committed to regular, ongoing engagement with the companies in which it invests, to help to maintain and enhance their ESG standards into the future.

As part of the investment process, the Investment Manager undertakes a significant number of company meetings each year on behalf of the Company. Your Company is supported by on-desk ESG analysts, as well as a well-resourced specialist ESG Investment team. These meetings provide an opportunity to discuss various relevant ESG issues including board composition, remuneration, audit, climate change, labour issues, human rights, bribery and corruption. Companies are strongly encouraged to set clear targets or key performance indicators on all material ESG risks.

Our Engagement Activity

The Investment Manager regularly engages with companies we invest in. The following chart shows the engagements that have included ESG topics. Over the six months ended 31 December 2022, the Investment Manager met with 17 portfolio companies on ESG topics and had 32 engagements with them. This does not include positions that have been sold or are under consideration for sale. These are the themes that the Investment Manager has engaged on:

Our Voting Activity

Voting Summary

Total

How many meetings were you eligible to vote?

90

How many meetings did you vote at?

89

How many resolutions were you eligible to vote on?

470

What % of resolutions did you vote on for which you were eligible?

99.6%

Of the resolutions on which you voted, what % did you vote with management?

90.6%

Of the resolutions on which you voted, what % did you vote against management?

8.6%

Of the resolutions on which you voted, what % did you abstain from voting?

0.9%

In what % of meetings, for which you did vote, did you vote at least once against management?

15.7%

 

ESG engagements are conducted with consideration of the 10 principles of the United Nations Global Compact, and companies are expected to meet fundamental responsibilities in the areas of human rights, labour, the environment and anti-corruption.

This engagement is not limited to a company's management team. It can include many other stakeholders such as non-government agencies, industry and regulatory bodies, as well as activists and the company's customers and clients.

While the Investment Manager focuses on investing in quality companies, the investment team is aware that in some cases Asian companies can lag those in Western Europe in terms of ESG. This is perhaps more true of emerging Asia than developed Asia. In investing across Asia, the Investment Manager focuses on companies and management teams exhibiting desirable behavioural traits and characteristics (for example, a track record of fair treatment of minority shareholders, thoughtful capital allocation and return) rather than a strict focus on structures (for example, relating to board composition). Subsequent to an investment, the Investment Manager engages energetically with companies to improve and enhance ESG, aiming to encourage companies to implement processes and practises that will protect and enhance shareholder value. The Investment Manager has a long track record of such constructive engagement, drawing on investment experiences globally to bring these insights to the Company's holdings.

 

 

Investment Case Studies

 

ReNew Energy Global

ReNew Energy Global is one of India's largest renewable energy independent power producers. Founded in 2011, it has over 150 operational energy projects in solar, wind and hydro power spread across 18 Indian states1.

The Investment Manager likes ReNew for several reasons: First, the scale of its business and clarity on its steady pipeline of projects is reassuring. Secondly, the company has expertise around engineering, procurement, and construction in wind power, which is a rare occurrence amongst companies in India. Finally, ReNew has proven that it is able to undertake complex projects without losing focus on creating value for shareholders.

The management team has also executed well on the company's expansion as well as its commercial and industrial strategy. Further, they have been disciplined in bidding at auctions.

India is one of the world's largest and fastest-growing economies. It still relies heavily on fossil fuels to meet the country's rising energy demands - coal is a major contributor to India's carbon footprint, which accounts for 7% of global CO2 emissions2.

This is because the capacity to generate sufficient renewable power is currently being built. In the short-to-medium term, India will remain reliant on fossil fuels, however, renewables are expected to make up the lion's share of power sources in the country3 over the long run.  

Decarbonisation has been gaining notable traction in recent years. Supportive and consistent government policies have enabled capacity additions4 in solar, hydropower, wind, and biomass power. India has publicly set a target for achieving 500 gigawatts of installed renewable capacity by 2030.

ReNew's clean energy projects at present account for only about 1.4% of India's total installed renewable capacity and helps to avoid ~0.5% of the country's carbon emissions annually5. This offers the company significant scope for growth as it continues to expand its clean energy capacity with more projects in the coming years.

On the ESG front, ReNew has set sustainability targets it aims to achieve by 20306. They include becoming water positive, sending zero solid waste to landfill and having 100% of the electricity for its operations sourced from clean energy sources.

These are ambitious and commendable targets and the Investment Manager engaged with the company on its progress towards achieving them, including its efforts around recycling and water efficiency. On the latter, ReNew has been innovative in its use of robotic cleaning to minimise water consumption. The Investment Manager continues to engage with ReNew on these matters.

 

1   Source: https://investor.renewpower.in/static-files/3ee261b8-b606-41f4-8c2f-b824d5ceacfe

2   Source: https://ourworldindata.org/co2/country/india

3   Source: UBS, How to navigate India's net-zero US$20trn capex across the supply chain? (July 2022)

4   Source: https://www.argusmedia.com/en/news/2436897-india-plans-250gw-of-renewable-capacity-in-five-years

5   Source: ReNew Energy Global

6   Source: https://renewpower.in/sustainability-renew/

 

SBI Life Insurance

In India, financial inclusion lies close to the heart of the government. Since August 2014, Pradhan Mantri Jan Dhan Yojana, a national mission for financial inclusion, has aimed to provide financial services to large swathes of the population who are un-served and under-served.

This means helping to ensure that individuals and businesses have access to useful and affordable financial products and services that meet their needs. These include transactions, payments, savings, credit and insurance that are delivered in a responsible and sustainable way.

While progress has been made, there is still some way to go. Take the life insurance ownership gap, for instance. Of India's rural population, only 22% own a life insurance policy. This compares with 73% across urban areas1. The low rural rate is due to a lack of funds, high premiums and cumbersome buying processes.

Across our holdings, SBI Life Insurance has what it takes to help tackle the under-provision of insurance. It is the largest private life insurance provider domestically, with a higher presence in rural and semi-rural areas than its local peers.

SBI Life's lower average ticket size versus that of its rivals also underscores its affordable premiums. This would help increase insurance access to those who would otherwise go without life protection.

The company focuses on expanding its services to underpenetrated areas. It has good support from a reputable brand. It also has a productive agency force and an extensive bancassurance distribution network.

This focus sits well with the United Nations' Sustainable Development Goal 8.10 - to strengthen the capacity of domestic financial institutions to encourage and expand access to banking, insurance and financial services for all.

Backed by a solid balance sheet and low-cost base, SBI Life is well placed to capitalise on its entrenched and broad network to tap the massive under-serviced insurance market.

Aside from aiding financial inclusion, this also offers the insurer significant scope for growth. This is given its diversified products and rising share of higher-margin protection business.

Its longer-term prospects are promising, when taking into account the growing middle class, young insurable population and growing awareness of the need for protection and insurance planning in India.

1   Around a fifth of rural population owns life insurance products vs 73% in urban India: Survey | Mint (livemint.com)

 

 

Directors' Report

The Directors present their Report and the audited Financial Statements of the Company for the year ended 31 March 2023, taking account of any events between the year end and the date of approval of this Report.

Results

The Company's results, including its performance for the year against its Key Performance Indicators ("KPIs"), may be found in the Strategic Report.

Change of Name

The Company changed name, on 31 March 2023, from Aberdeen New India Investment Trust PLC to abrdn New India Investment Trust plc.

Investment Trust Status and ISA Compliance

The Company is registered as a public limited company in England & Wales under registration number 02902424 and has been accepted by HM Revenue & Customs as an investment trust for accounting periods beginning on or after 1 April 2012, subject to the Company continuing to meet the eligibility conditions of s1158 of the Corporation Tax Act 2010 (as amended) and S.I. 2011/2099. In the opinion of the Directors, the Company's affairs have been conducted in a manner to satisfy these conditions to enable it to continue to qualify as an investment trust for the year ended 31 March 2023. The Company intends to manage its affairs so that its shares will be qualifying investments for the stocks and shares component of an Individual Savings Account ("ISA").

Capital Structure

During the year ended 31 March 2023 the Company bought back into treasury 2,127,206 (2022 - 448,201) Ordinary shares. This was equivalent to 3.7% of the Company's issued share capital (excluding treasury shares) at 1 April 2022 (2022 - 0.8%). As at 31 March 2023, the Company's issued share capital consisted of 55,809,921 Ordinary shares (2022 - 57,937,127 Ordinary shares) with voting rights, each share holding one voting right in the event of a poll, and an additional 3,260,219 (2022 - 1,133,013) Ordinary shares in treasury, with no voting rights or entitlement to receive dividends.  Between 1 April 2023 and 28 June 2023 as the date of approval of this Report, an additional 885,248 Ordinary shares were bought back resulting in the Company's issued share capital consisting of 54,924,673 Ordinary shares and an additional 4,145,467 shares in treasury.

Ordinary shareholders are entitled to vote on all resolutions which are proposed at general meetings of the Company. The Ordinary shares carry a right to receive dividends. On a winding up, after meeting the liabilities of the Company, the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings. There are no restrictions on the transfer of Ordinary shares in the Company other than certain restrictions which may from time to time be imposed by law and regulation.

Manager and Company Secretaries

The Company has appointed the Manager as its alternative investment fund manager, to provide investment management, risk management, promotional activities and administration and company secretarial services to the Company. The Company's portfolio is managed by the Investment Manager by way of a group delegation agreement in place between the Manager and Investment Manager. In addition, the Manager has sub-delegated administrative and secretarial services to abrdn Holdings Limited and promotional activities to abrdn Investments Limited.

Under the terms of the management agreement ("MA"), investment management fees payable to the Manager have been calculated and charged on the following basis throughout the year ended 31 March 2023: a monthly fee, payable in arrears, calculated at an annual rate of 0.85% of the Company's net assets up to £350m and 0.70% on net assets above £350m. 

The Company announced on 31 March 2023 that, with effect from 1 April 2023, investment management fees are calculated on the same basis as previously other than the rate is 0.8% of the Company's net assets up to £300m and 0.6% on net assets above £300m.

There is a rebate for any fees received in respect of any investments by the Company in investment vehicles managed by abrdn. The MA is terminable by either party on not less than six months' notice. In the event of termination on less than the agreed notice period, compensation is payable to the Manager in lieu of the unexpired notice period.

The fees, and other expenses, payable to abrdn during the year ended 31 March 2023 are disclosed in Notes 4 and 5 to the Financial Statements. The investment management fees are chargeable 100% to revenue.

Corporate Governance

The Company is committed to high standards of corporate governance, as set out in its Statement of Corporate Governance.

Directors

The Board consisted of a non-executive Chairman and between three and five non-executive Directors, all of whom served throughout the year under review, other than Andrew Robson, Hasan Askari and Stephen White. Andrew Robson joined the Board on 1 August 2022. Hasan Askari was Chairman until 28 September 2022, when he was succeeded by Michael Hughes. The Senior Independent Director was Michael Hughes until 28 September 2022 and David Simpson thereafter. Stephen White was Chairman of the Audit Committee until his retirement on 28 September 2022 when he was succeeded by Andrew Robson. Rebecca Donaldson was appointed Chairman of the Management Engagement Committee on 28 September 2022.

Board Diversity

The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow it to fulfil its obligations. The Board also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members.

The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins, socio-economic background or disability in considering the appointment of its Directors. In view of its size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. In doing so, the Board will take account of the three targets set out in the FCA's Listing Rules, in effect for listed companies with year ends starting 1 April 2022, which are set out in the two tables below.

As an externally managed investment company, the Board employs no executive staff, and therefore does not appoint either a chief executive officer (CEO) or a chief financial officer (CFO), both of which are deemed senior board positions by the FCA. However, the Board considers the Chairs of the Audit Committee, Management Engagement Committee and Nomination Committee to be senior board positions and the following disclosures are made on this basis. Other senior board positions recognised by the FCA are chair of the board and senior independent director.

The Board has resolved that the Company's year end date is the most appropriate date for disclosure purposes. The following information has been provided by each Director through the completion of questionnaires. There have been no changes since the year end as at the date of approval of this Report.

Board Gender as at 31 March 2023


Number of Board members

Percentage of the Board

Number of senior positions on the Board

Number in executive management

Percentage of executive management

Men

3

75%

3 B

n/a

n/a

Women

1

25% A

1 C, D

n/a

n/a

Not specified/prefer not to say

-

-

-

n/a

n/a

A Does not meet the target of at least 40% as set out in LR 9.8.6R (9)(a)(i)

B Chairman of the Board (also Chairman of the Nomination Committee), Senior Independent Director, Chairman of the Audit Committee and Chairman of the Nomination Committee

C Chairman of the Management Engagement Committee  

D Meets target of at least 1 as set out in LR 9.8.6R (9)(a)(ii) 

 

Board Ethnic Background as at 31 March 2023


Number of Board members

Percentage of the Board

Number of senior positions on the Board

Number in executive management

Percentage of executive management

White British or other White
(including minority-white groups)

4

100% A

100%

n/a

n/a

Mixed/Multiple Ethnic Groups

-

0%

-

n/a

n/a

Asian/Asian British

-

0%

-

n/a

n/a

Black/African/Caribbean/Black British

-

0%

-

n/a

n/a

Other ethnic group, including Arab

-

0%

-

n/a

n/a

Not specified/prefer not to say

-

0%

-

n/a

n/a

 Is less than the target of at least 1 as set out in LR 9.8.6R (9)(a)(iii)

 

As shown in the above tables, the Company has not as yet met the targets set out in LR 9.8.6R (9)(a)(i) and LR 9.8.6R (9)(a)(iii). The Board considers its normal size of four Directors to be appropriate for an investment trust, and retirement of each Director at the AGM following the ninth anniversary of their appointment to be an appropriate individual tenure. While the targets for diversity are inevitably more challenging to achieve for a smaller board with infrequent appointment opportunities, the Board is fully supportive of the principles behind the targets and they will be carefully considered in all future appointments. The biographical details of the Directors are included on the Company's website while the most recent Board appointment was in August 2022.

Chairman and Senior Independent Directors

The Chairman is responsible for providing effective leadership to the Board, by setting the tone of the Company, demonstrating objective judgement and promoting a culture of openness and debate. The Chairman facilitates the effective contribution and encourages active engagement by each Director. In conjunction with the Company Secretary, the Chairman ensures that Directors receive accurate, timely and clear information to assist them with effective decision-making. The Chairman acts upon the results of the Board evaluation process by recognising strengths and addressing any weaknesses and also ensures that the Board engages with major shareholders and that all Directors understand shareholder views.

The Senior Independent Director acts as a sounding board for the Chairman and acts as an intermediary for other directors, when necessary. Working closely with the Nomination Committee, the Senior Independent Director takes responsibility for an orderly succession process for the Chairman and leads the annual appraisal of the Chairman's performance. The Senior Independent Director is also available to shareholders to discuss any concerns they may have.

The names, biographies and contribution of each of the Directors are shown on the Company's website and indicate their range of experience as well as length of service. Each Director has the requisite high level and range of business and financial experience which enables the Board to provide clear and effective leadership and proper stewardship of the Company.

David Simpson is a non-executive director of ITC Limited ("ITC"), a major listed Indian company. ITC represented 2.3% of the Company's total portfolio as at 31 March 2022 prior to its sale in December 2022. Between the date of his appointment and up until the Company's sale of its holding in ITC, David Simpson recused himself from all discussions regarding ITC to avoid any potential conflict of interest. 

Hasan Askari and Stephen White retired as Directors at the conclusion of the AGM on 28 September 2022.

The Directors attended scheduled Board and Committee meetings during the year ended 31 March 2023 as follows (with their eligibility to attend the relevant meeting in brackets):

Director

Board and Committee Meetings

Audit Committee Meetings

Management Engagement Committee Meetings

Nomination

Committee Meetings

Michael Hughes

9 (9)

3 (3)

1 (1)

2 (2)

David Simpson

8 (8)

3 (3)

1 (1)

2 (2)

Andrew Robson A

6 (6)

2 (2)

1 (1)

1 (1)

Rebecca  Donaldson

8 (8)

3 (3)

1 (1)

2 (2)

Hasan Askari B

3 (3)

1 (1)

- (-)

- (-)

Stephen White B

4 (4)

1 (1)

- (-)

1 (1)

A Appointed as a Director on 1 August 2022.

B Retired as a Director on 28 September 2022.


Michael Hughes, Rebecca Donaldson, David Simpson and Andrew Robson, each being eligible, retire and offer themselves for individual re-election as Directors of the Company.

The Board as a whole believes that each Director remains independent of the Manager and free of any relationship which could materially interfere with the exercise of his or her independent judgement on issues of strategy, performance, resources and standards of conduct and confirms that, following formal performance evaluations, the individuals' performance continues to be effective and demonstrates commitment to the role. The individual contribution of each Director is set out in the published Annual Report.

The Board has adopted a policy that all Directors, including the Chairman, shall not serve for more than nine years from the date of their initial date of appointment as a Director of the Company unless in relation to exceptional circumstances.

The Board therefore has no hesitation in recommending, at the next AGM, the individual re-elections of Michael Hughes, Rebecca Donaldson, David Simpson and Andrew Robson as Directors of the Company.

Directors' Insurances and Indemnities

The Company maintains insurance in respect of Directors' and Officers' liabilities in relation to their acts on behalf of the Company. Furthermore, each Director of the Company is entitled to be indemnified out of the assets of the Company to the extent permitted by law against all costs, charges, losses, expenses and liabilities incurred by them in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or office. These rights are included in the Articles of Association of the Company and the Company has granted deeds of indemnities to each Director on this basis.

Management of Conflicts of Interest and Anti-Bribery Policy

The Board has a procedure in place to deal with a situation where a Director has a conflict of interest. As part of this process, the Directors prepare a list of other positions held and all other conflict situations that may need to be authorised either in relation to the Director concerned or his/her connected persons. The Board considers each Director's situation and decides whether to approve any conflict, taking into consideration what is in the best interests of the Company and whether the Director's ability to act in accordance with his/her wider duties is affected. Each Director is required to notify the Company Secretaries of any potential, or actual, conflict situations which will need authorising by the Board. Authorisations given by the Board are reviewed at each Board meeting.

No Director has a service contract with the Company although Directors are issued with letters of appointment upon taking up office. Other than the deeds of indemnity referred to above, there were no contracts with the Company during, or at the end of the year, in which any Director was interested.

The Board takes a zero-tolerance approach to bribery and has adopted appropriate procedures designed to prevent bribery. abrdn also takes a zero-tolerance approach and has its own detailed policy and procedures in place to prevent bribery and corruption.

In relation to the corporate offence of failing to prevent tax evasion, it is the Company's policy to conduct all business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion whether under UK law or under the law of any foreign country and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships. 

Board Committees

The Directors have appointed a number of Committees as set out below. Copies of each Committee's terms of reference, which define its responsibilities and duties, are available on the Company's website or from the Company Secretaries, on request.

Audit Committee

The Audit Committee's Report is set out below.

Management Engagement Committee

The Board has established a Management Engagement Committee comprising all of the Directors, which was chaired until 28 September 2022 by Michael Hughes, and by Rebecca Donaldson thereafter.

The Committee is responsible for reviewing matters concerning the management agreement which exists between the Company and the Manager together with the promotional activities programme operated by the Manager to which the Company contributes. The terms and conditions of the Manager's appointment, including an evaluation of performance and fees, are reviewed annually and were last considered at the meeting of the Committee in November 2022.

In monitoring the performance of the Manager, the Committee considers the investment approach and investment record of the Manager over shorter and longer-term periods, taking into account the Company's performance against the Benchmark and peer group funds. The Committee also reviews the management processes, risk control mechanisms and promotional activities of the Manager.

The Committee considers the continuing appointment of the Manager, on the terms agreed, to be in the interests of the shareholders because it believes that the abrdn has the investment management, promotional and associated secretarial and administrative skills required for the effective and successful operation of the Company. A change to the investment management fee, with effect from 1 April 2023, was agreed during the year and further information may be found above.

Nomination Committee

The Board has established a Nomination Committee, comprising all of the Directors, which was chaired until 28 September 2022 by Hasan Askari, and by Michael Hughes thereafter. The Committee is responsible for undertaking an annual evaluation of the Board as well as longer term succession planning and, when appropriate, oversight of appointments to the Board.

The Company engaged Lintstock Ltd, an independent external service provider which has no other connection to the Company, to undertake a board evaluation in March 2021.  Assisted by Lintstock Ltd, the Board assessed that it had in place the appropriate balance of skills, experience, length of service and knowledge of the Company, while also recognising the advantages of diversity. Details of the individual contribution made by each Director may be found on the Company's website.

In May 2023, the Board facilitated a self-assessment evaluation which was collated and discussed by the Chairman with the other Directors. David Simpson, as the Senior Independent Director, provided feedback to the Chairman.

As the Company has no employees and the Board is comprised wholly of non-executive directors and, given the size and nature of the Company, the Board has not established a separate remuneration committee and Directors' fees are determined by the Nomination Committee. In line with best practice in corporate governance, Hasan Askari did not chair the Committee in relation to his own succession. Chaired by Stephen White, the Committee approved the appointment of Michael Hughes as Chairman of the Company with effect from the conclusion of the AGM on 28 September 2022.

In relation to the appointment of Andrew Robson as a Director, the Company engaged Trust Associates, an independent search agency with no other connection to the Company.

Accountability and Audit

The responsibilities of the Directors and the Auditor, in connection with the financial statements, appear in the Statement of Directors' Responsibilities and in the Auditor's Report.

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware, and each Director has taken all the steps that he or she could reasonably be expected to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information. Additionally, there have been no important events since the year end which warrant disclosure.

The Directors review, as applicable, the level of non-audit services provided by the Auditor, together with the Auditor's procedures in connection with the provision of such services. No non-audit services were provided by the auditor during the year or to the date of this Report. The Directors remain satisfied that the Auditor is objective
and independent.

Going Concern

In accordance with the Financial Reporting Council's guidance on Going Concern and Liquidity Risk, the Directors have reviewed the Company's ability to continue as a going concern. The Company's assets consist substantially of a portfolio of quoted securities which in most circumstances are realisable within a short timescale. The Directors are mindful of the principal risks and uncertainties disclosed above and in Note 17 to the financial statements and have reviewed income forecasts detailing revenue and expenses; accordingly, the Directors believe that, the Company has adequate financial resources to continue in operational existence for the foreseeable future and for at least 12 months from the date of this Report.

In August 2022, the Company entered into a three-year, £30 million revolving credit facility (the "Facility") with Royal Bank of Scotland International Limited (London Branch), part of NatWest Group plc, of which £30 million was drawn down at 31 March 2023 (2022 - £30 million). The Board has set limits for borrowing and regularly reviews the level of any gearing and compliance with banking covenants. In advance of expiry of the Facility in 2025, the Company will enter negotiations with its bankers. If acceptable terms are available from the existing bankers, or any alternative, the Company would expect to continue to access a facility. However, should these terms not be forthcoming, any outstanding borrowing would be repaid through the proceeds of equity sales.

The results of stress testing prepared by the Manager, which models a sharp decline in market levels and income, demonstrated that the Company had the ability to raise sufficient funds so as to both pay expenses and remain within its debt covenants.

Responsible Investment

The Board is aware of its duty to act in the interests of the Company. The Board acknowledges that there are risks associated with investment in companies which fail to conduct business in a socially responsible manner. Responsibility for actively monitoring the sustainability investing activities of portfolio companies has been delegated by the Board to the Manager which has sub-delegated that authority to the Investment Manager. Further information may be found at: abrdn.com/en/asieurope/responsible-investing

Substantial Interests

The Company had been notified of the following share interests above 3% in the Company as at 31 March 2023:

Shareholder

Number of shares held

% held

City of London Investment Management

7,641,453

13.7

Lazard Asset Management

6,897,668

12.3

Clients of abrdn

5,461,416

9.8

Clients of Hargreaves Lansdown (execution only)

4,106,422

7.4

Clients of Interactive Investor (execution only)

3,872,310

7.0

Allspring Global Investments

3,340,628

6.0

1607 Capital Partners

2,657,410

4.8

abrdn retail plans

2,438,534

4.4

The above interests at 31 March 2023 were unchanged at the date of approval of this Report other than in relation to 1607 Capital Partners, which advised the Company on 19 May 2023 of a holding of 2,798,010 shares, equivalent to 5.1% of the Company's shares in issue (excluding treasury shares) and City of London, which advised the Company on 12 June 2023 of a holding of 7,711,453 shares, equivalent to 14.0% of the Company's shares in issue (excluding treasury shares).

Relations with Shareholders

The Directors place great importance on communication with shareholders. The Annual Report is widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up-to-date information on the Company through its website, abrdnnewindia.co.uk, or via the abrdn's Customer Services Department. The Company responds to letters from shareholders on a wide range of issues.

The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of the management group (either the Company Secretaries or abrdn) in situations where direct communication is required and representatives from the Board offer to meet with major shareholders on an annual basis in order to gauge their views.

In addition, members of the Board may accompany the Manager when undertaking meetings with institutional shareholders.

The Company Secretaries only act on behalf of the Board, not the Manager, and there is no filtering of communication. At each Board meeting the Board receives full details of any communication from shareholders to which the Chairman responds, as appropriate, on behalf of the Board.

The Notice of AGM included within the Annual Report is normally sent out at least 20 working days in advance of the meeting. All shareholders have the opportunity to put questions to the Board and Manager prior to the Company's AGM.

Annual General Meeting

The AGM will be held on 27 September 2023 and the AGM Notice and related notes may be found in the published Annual Report. Resolutions relating to the following items will be proposed at the AGM as special business.

Change of Investment Policy (Resolution 9)

The Company is proposing to amend its investment policy to allow investment into unquoted companies before their intended initial public offerings subject to a limit, measured in the aggregate and at the time of investment, of 10% of the Company's net asset value. The ability to invest in such opportunities over time is one of the benefits of the closed ended structure of the Company. This change requires both FCA and shareholder approval and it is intended that Resolution 9 will be put to shareholders at the forthcoming AGM for their approval.

Further information on the reasons for this amendment may be found in the Chairman's Statement.

Share Repurchases (Resolution 10)

At the AGM held on 22 September 2022, shareholders approved the renewal of the authority for the Company to repurchase its Ordinary shares.

The principal aim of a share buy back facility is to reduce the volatility in the discount. In addition, the purchase of shares, when they are trading at a discount, should result in an increase in the NAV per share for the remaining shareholders. This authority, if conferred, will only be exercised if to do so would result in an increase in the NAV per share for the remaining shareholders, and if it is in the best interests of shareholders generally. Any purchase of shares will be made within guidelines established from time to time by the Board. It is proposed to seek shareholder authority to renew this facility for another year at the AGM. Under the Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed the higher of: (i) 105% of the average of the middle market quotations for the shares over the five business days immediately preceding the date of purchase; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The minimum price which may be paid is 25p per share. Shares which are purchased under this authority will either be cancelled or held as treasury shares.

Renewal of the authority to buy back shares is sought at the AGM as the Board considers that this mechanism has assisted in lowering the volatility of the discount reflected in the Company's share price and is also accretive, in NAV terms, for continuing shareholders. Special resolution 10 in the Notice of AGM will, if passed, renew the authority to purchase in the market a maximum of 14.99% of shares in issue as at 28 June 2023, being the nearest practicable date to the approval of this Report (equivalent to approximately 8.2 million Ordinary shares). Such authority will expire on the date of the AGM in 2024 or on 30 September 2024, whichever is earlier. This means in effect that the authority will have to be renewed at the next AGM, or earlier, if the authority has been exhausted.

Issue of Shares (Resolutions 11 and 12)

Ordinary resolution 11 in the Notice of AGM will, if passed, renew the authority to allot unissued share capital up to an aggregate of 10%, equivalent to approximately 5.5 million Ordinary shares, of the Company's existing issued share capital, excluding treasury shares, as at 28 June 2023, being the nearest practicable date to the approval of this Report). Such authority will expire on the date of the AGM in 2024 or on 30 September 2024, whichever is earlier, which means that the authority will have to be renewed at the next AGM or, earlier, if the authority has been exhausted.

When shares are to be allotted for cash, the Companies Act 2006 (the "Act") provides that existing shareholders have pre-emption rights and that the new shares must be offered first to such shareholders in proportion to their existing holding of shares. However, shareholders can, by Special resolution, authorise the Directors to allot shares otherwise than by a pro rata issue to existing shareholders. Special resolution 12 will, if passed, give the Directors power to allot for cash equity securities up to 10% (equivalent to approximately 5.5 million Ordinary shares), of the Company's existing issued share capital as at 28 June 2023, being the nearest practicable date to the approval of this Report), as if Section 561(1) of the Act did not apply. This is the same nominal amount of share capital which the Directors are seeking the authority to allot pursuant to resolution 11.

This authority will expire on the date of the AGM in 2024 or on 30 September 2024, whichever is earlier, which means that the authority will have to be renewed at the next AGM or, earlier, if the authority has been exhausted. This authority will not be used in connection with a rights issue by the Company.

The Directors intend to use the authorities given by resolutions 11 and 12 to allot shares, or sell shares from treasury, and disapply pre-emption rights only in circumstances where this will be clearly beneficial to shareholders as a whole. The issue proceeds would be available for investment in line with the Company's investment policy.

The Company is permitted to buy back and hold shares in treasury and then sell them at a later date for cash, rather than cancelling them. The Treasury Share Regulations require such sale to be on a pre-emptive, pro rata, basis to existing shareholders unless shareholders agree by Special resolution to disapply such pre-emption rights.  Accordingly, in addition to giving the Directors power to allot unissued Ordinary share capital on a non pre-emptive basis, resolution 12, if passed, will give the Directors authority to sell Ordinary shares from treasury on a non pre-emptive basis. No dividends may be paid on any shares held in treasury and no voting rights will attach to such shares. The benefit of the ability to hold treasury shares is that such shares may be resold. This should give the Company greater flexibility in managing its share capital and improve liquidity in its shares. The Board would only expect to issue new Ordinary shares or sell Ordinary shares from treasury at a price per Ordinary share which represented a premium to the NAV per share. It is also the intention of the Board that sales from treasury would only take place when the Board believes that to do so would assist in the provision of liquidity to the market.

Recommendation

The Board considers all of the Resolutions to be put to shareholders at the AGM to be in the best interests of the Company and its members as a whole and are likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, the Board unanimously recommends that shareholders should vote in favour of the resolutions to be proposed at the Annual General Meeting, as they intend to do in respect of their own shareholdings, amounting to 20,446 Ordinary shares.

Additional Information

Where not provided elsewhere in the Directors' Report, the following provides the additional information required to be disclosed by The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

The Company is not aware of any significant agreements to which it is a party, apart from the management agreement, that take effect, alter or terminate upon a change of control of the Company following a takeover. Other than the management agreement with the Manager, further details of which are set out above, the Company is not aware of any contractual or other agreements which are essential to its business which might reasonably be expected to have to been disclosed in the Directors' Report.

The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in Note 17 to the Financial Statements.

 

Michael Hughes,
Chairman
28 June 2023

 



 

Statement of Corporate Governance

 

abrdn New India Investment Trust plc (the "Company") is committed to high standards of corporate governance. The Board is accountable to the Company's shareholders for good governance and this statement describes how the Company has applied the principles identified in the UK Corporate Governance Code as published in July 2018 (the "UK Code"), which is available on the Financial Reporting Council's (the "FRC") website: frc.org.uk and is applicable for the Company's Year.

The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published in February 2019 (the "AIC Code").  The AIC Code addresses the principles and provisions set out in the UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company. The AIC Code is available on the AIC's website: theaic.co.uk.

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders.

The Board confirms that, during the year ended 31 March 2023, the Company has complied with the provisions of the AIC Code, and the relevant provisions of the UK Code, except for those provisions relating to:

·  the composition of the Audit Committee (AIC Code provision 29): the other Directors consider that it is appropriate for the Chairman of the Board to be a member of, but not chair, the Audit Committee, due to the Board's small size, the lack of any perceived conflict of interest, and because the other Directors believe that Michael Hughes was independent on appointment and continues to be independent; and

·  the establishment of a remuneration committee (AIC Code provision 37): for the reasons set out in the AIC Code the Board considers that this provision is not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of this provision.

The Board considers that these provisions are not relevant to the position of the Company being an externally managed investment company. In particular, all of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions.

Further information on how the Company has applied the AIC Code, the UK Code, the Companies Act 2006 and the FCA's DTR 7.2.6 can be found in the Annual Report as follows:

·  the composition and operation of the Board and its Committees are detailed in the Directors' Report and in the Audit Committee's Report;

·  the Board's policy on diversity and information on Board diversity is included in the Directors' Report;

·  the Company's approach to internal control and risk management is detailed in the Audit Committee's Report;

·  the contractual arrangements with the Manager are set out above while details of the annual assessment of the Manager may be found in the Management Engagement Committee;

·  the Company's capital structure and voting rights are summarise in the Directors' Report;

·  the substantial interests disclosed in the Company's shares are listed in the Directors' Report;

·  the rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and are summarised in the Directors' Remuneration Report. There are no agreements between the Company and its Directors concerning compensation for loss of office; and

·  the powers to issue or buy back the Company's ordinary shares, which are sought annually, and any amendments to the Company's Articles of Association require a special resolution (75% majority) to be passed by shareholders and information on these resolutions may be found in the Directors' Report.

Michael Hughes,
Chairman
28 June 2023

Audit Committee's Report

The Audit Committee presents its Report for the year ended 31 March 2023.

Committee Composition

The Directors have appointed an Audit Committee (the "Committee") consisting of the whole Board, which was chaired by Stephen White until 28 September 2022, and by Andrew Robson thereafter. The other Directors consider that it is appropriate for the Chairman of the Board to be a member of, but not chair, the Committee. This is due to the Board's small size, the lack of any perceived conflict of interest and because the other Directors believe that Hasan Askari, the Chairman until 28 September 2022, was independent, while Michael Hughes, the Chairman thereafter, continues to be independent and brings considerable financial expertise to the Committee.

The Directors have satisfied themselves both that at least one of the Committee's members has recent and relevant financial experience (Andrew Robson is a member of the Institute of Chartered Accountants in England and Wales), and that the Committee as a whole possesses competence relevant to the investment trust sector.

Role of the Audit Committee

The principal function of the Committee is to assist the Board in relation to the reporting of financial information, the review of financial controls and the management
of risk.

The Committee meets not less than twice each year, in line with the cycle of annual and half-yearly reports, which is considered by the Directors to be a frequency appropriate to the size and complexity of the Company. The Committee has defined terms of reference which are reviewed and re-assessed for their adequacy on an annual basis. Copies of the terms of reference are available from the Company's website or from the Company Secretaries, on request.

In summary, the Committee's main functions are:

·  to review and monitor the internal control systems and risk management systems (including review of non-financial risks) on which the Company is reliant;

·  to consider annually whether there is a need for the Company to have its own internal audit function;

·  to review and monitor the integrity of the half-yearly report and annual financial statements of the Company;

·  to review, and report to the Board on, the significant financial reporting issues and judgements made in connection with the preparation of the Company's financial statements, half-yearly reports, announcements and related formal statements;

·  to review the content of the Annual Report and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy;

·  to meet with the Auditor to review their proposed audit programme of work and the findings of the Auditor. The Committee shall also use this as an opportunity to assess the effectiveness of the audit process;

·  to develop and implement policy on the engagement of the Auditor to supply non-audit services. During the year under review, no non-audit services were provided to the Company by KPMG LLP. All non-audit services must be approved in advance by the Committee and will be reviewed in light of statutory requirements to maintain the Auditor's independence;

·  to review a statement from the Manager detailing the arrangements in place within abrdn whereby its staff may, in confidence, escalate concerns about possible improprieties in matters of financial reporting or other matters (whistleblowing);

·  to review and approve the remuneration and terms of engagement of the Auditor;

·  to monitor and review annually the Auditor's independence, objectivity, effectiveness, resources and qualification;

·  to monitor the requirement for rotation of the Auditor and to oversee any tender for the external audit of the Company;

·  to keep under review the appointment of the Auditor and to recommend to the Board and shareholders the reappointment of the existing auditor or, if appropriate, the appointment of a new Auditor; and

·  to evaluate its own performance each year, in relation to discharging its main functions, by means of a section devoted to the Committee within the Directors' annual self-evaluation.

Activities during the Year

The Committee met on three occasions during the year to consider the Annual Report, the Half-Yearly Report and the Company's system of risk management and internal control. Reports from abrdn's internal audit, business risk and compliance departments were considered by the Committee at these meetings.

Review of Internal Controls Systems and Risk Management

The Board is ultimately responsible for the Company's system of internal control and risk management and for reviewing its effectiveness. The Committee confirms that there is a robust process for identifying, evaluating and managing the Company's significant business and operational risks, that it was in place for the year ended 31 March 2023 and up to the date of approval of this Annual Report, that it is regularly reviewed by the Board and accords with the FRC guidance on internal controls.

The principal risks and uncertainties facing the Company are identified in the Strategic Report.

The design, implementation and maintenance of controls and procedures to safeguard the assets of the Company and, to manage its affairs properly, extends to operational and compliance controls and risk management. This includes controls over financial reporting risks related to the preparation of the Annual Report, which are delegated to the Manager as part of the Management Agreement ("MA") and the Committee receives regular reports from the Manager as to how these controls
are operating.

Internal control and risk management systems are monitored and supported by the Manager's business risk and compliance functions which undertake periodic examination of business processes, including compliance with the terms of the MA, and ensures that any recommendations to improve controls are implemented.

Risk is considered in the context of the FRC and the UK Code guidance and includes financial, regulatory, market, operational and reputational risk. Risks are identified and documented through a risk heat-map, which is a pictorial representation of the risks faced by the Company, after taking account of any mitigating controls to minimise
the risk, ranked in order of likelihood and impact on
the Company.

The key components designed to provide effective risk management and internal control are outlined below:

·  the Manager prepares forecasts and management accounts which allow the Board to assess the Company's activities and review its performance; the emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception;

·  the Board and Manager have agreed clearly-defined investment criteria, specified levels of authority and exposure limits. Reports on these issues, including performance statistics and investment valuations, are regularly submitted to the Board, and there are meetings with the Manger and Investment Manager
as appropriate;

·  as a matter of course, the Manager's compliance department continually reviews the Manager's operations; and

·  written agreements are in place which specifically define the roles and responsibilities of the Manager and other third-party service providers.

The Committee has considered the need for an internal audit function but, due to the delegation of certain business functions to the Manager, has decided to place reliance on abrdn's systems and internal audit procedures, including the ISAE3402 Report, a global assurance standard for reporting on internal controls for service organisations, commissioned by the Manager's immediate parent company, abrdn. At its June 2023 meeting, the Committee carried out an annual assessment of risk management and internal controls for the year ended 31 March 2023 by considering documentation from the Manager, including the internal audit and compliance functions, and taking account of events since 31 March 2023.

The system of internal control and risk management is designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, this system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and, by its nature, can only provide reasonable, and not absolute, assurance against misstatement and loss.

External Agencies

The Board has contractually delegated to external agencies, including the Manager and other service providers, certain services: the management of the investment portfolio, the depositary services (which include the custody and safeguarding of the assets), the share registration services and the day-to-day accounting and company secretarial requirements. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of services offered in so far as they relate to the affairs of the Company. The Board receives and considers reports from each service provider, including the Manager, on a regular basis. In addition, ad hoc reports and information are supplied to the Board as requested.

Financial Reporting and Significant Issues

During its review of the Company's financial statements for the year ended 31 March 2023, the Committee identified one potentially significant financial reporting risk facing the Company which is unchanged from the prior year, namely valuation and existence of investments, as well as several additional risks, which also reflected the Auditor's assessment of the principal financial statement risks affecting the Company as part of the Auditor's planning and reporting of the year end audit.

Valuation and Existence of Investments

The valuation of investments is undertaken in accordance with the accounting policies, disclosed in Notes 2(a) and 2(g) to the financial statements. With reference to the IFRS 13 fair value hierarchy, all of the Company's investments at 31 March 2023 were categorised as Level 1 as they are considered liquid and quoted in active markets. The portfolio is reviewed and verified by the Manager on a regular basis and management accounts including a full portfolio listing are prepared each month and circulated to the Board.  BNP Paribas Trust Corporation UK Limited (the "Depositary") has been appointed as depositary to safeguard the assets of the Company. The Depositary checks the consistency and accuracy of its records on a monthly basis and reports its findings to the Manager.  Separately, the investment portfolio is reconciled regularly by the Manager.

Other Financial Reporting Issues

As well as fraud risk and corporate governance and disclosures, the other accounting area of financial reporting particularly considered by the Committee was compliance with Sections 1158 and 1159 of the Corporation Tax Act 2010.  Approval of the Company as an investment trust under those sections for financial years commencing on or after 1 April 2012 has been obtained and ongoing compliance with the eligibility criteria is monitored on a regular basis by the Manager and reported to the Directors.

Review of Auditor

The Committee has reviewed, and considered appropriate, the effectiveness of the Auditor including:

·  Independence - the Auditor discusses with the Committee, at least annually, the steps it takes to ensure its independence and objectivity and makes the Committee aware of any potential issues, explaining all relevant safeguards;

·  Quality of audit work - including the ability to resolve issues in a timely manner (identified issues are satisfactorily and promptly resolved), its communications/presentation of outputs (the explanation of the audit plan, any deviations from it and the subsequent audit findings are comprehensive and comprehensible), and working relationship with management (the Auditor has an effective working relationship with the Manager); and

·  Quality of people and service - including continuity and succession plans (the audit team is made up of sufficient, suitably experienced staff with provision made for knowledge of the investment trust sector and retention on rotation of the senior statutory auditor).

Tenure and Reappointment of KPMG LLP as Auditor

KPMG has expressed its willingness to be reappointed auditor to the Company. Resolution 8, which is to be put to shareholders at the forthcoming AGM, proposes the reappointment of KPMG as Independent Auditor of the Company, and also seeks authorisation for the Directors to fix KPMG's remuneration for the year to 31 March 2024.

Listed companies are required to tender the external audit at least every ten years and change audit firm at least every twenty years. The Committee last undertook an audit tender process in 2016 when KPMG LLP was appointed as auditor in respect of financial years ended on or after 31 March 2017. The Company is required to tender the external audit no later than for the year ending 31 March 2027. In accordance with professional and regulatory standards, the audit director responsible for the audit is rotated at least every five years in order to protect independence and objectivity and to provide fresh challenge to the business. The year ended 31 March 2023 is the fifth year for which the present audit director from KPMG LLP, Gary Fensom, has served as the senior statutory auditor.

 

Andrew Robson
Chairman of the Audit Committee
28 June 2023

 

Directors' Remuneration Report

 

This Directors' Remuneration Report comprises
three parts:

1.     a Remuneration Policy, which is subject to a binding shareholder vote every three years - was most recently approved by shareholders at the AGM on 23 September 2020 where the proxy votes for the relevant resolution were: For - 34.8m votes (99.7%); Discretionary - 18,900 votes (0.1%); Against - 69,596 votes (0.2%); and Withheld - 80,801 votes. The Remuneration Policy will be put to shareholders again at the AGM on 27 September 2023, as resolution 3;

2.     an annual Implementation Report, which is subject to an advisory vote; and

3.     an Annual Statement.

The law requires the Company's Auditor to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor's opinion is included in their report.

The Directors' Remuneration Policy and level of Directors' remuneration are determined by the Nomination Committee, which was chaired by Hasan Askari until 28 September 2022, and by Michael Hughes thereafter, and comprises all of the Directors. The Remuneration Policy is reviewed by the Nomination Committee on an annual basis.

Remuneration Policy

The Board's policy is that the remuneration of non-executive Directors should be sufficient to attract Directors of the quality required to run the Company successfully. The remuneration should also reflect the nature of the Directors' duties, responsibilities and the value of their time spent and be fair and comparable to that of other investment trusts that are similar in size and have a similar capital structures and investment objectives.

Appointment

·  The Company only intends to appoint non-executive Directors.

·  All the Directors are non-executive appointed under the terms of Letters of Appointment.

·  Directors must retire and be subject to election, at the first AGM after their appointment, and re-election at least every three years thereafter, although the Board has approved a policy of annual re-election.

·  New appointments to the Board will be placed on the fee applicable to all Directors at the time of appointment.

·  No incentive or introductory fees will be paid to encourage a Directorship.

·  The Directors are not eligible for bonuses, pension benefits, share options, long term incentive schemes or other benefits.

·  Directors are entitled to re-imbursement of out-of-pocket expenses incurred in connection with the performance of their duties, including travel expenses.

·  The Company indemnifies its Directors for all costs, charges, losses, expenses and liabilities which may be incurred in the discharge of their duties.

Performance, Service Contracts, Compensation and Loss of Office

·  The Directors' remuneration is not subject to any performance-related fee.

·  No Director has a service contract.

·  No Director was interested in contracts with the Company during the period or subsequently.

·  The terms of appointment provide that a Director may be removed without notice.

·  Compensation will not be due upon leaving office. 

·  No Director is entitled to any other monetary payment or to any assets of the Company.

Statement of Voting at General Meeting

At the Company's last AGM, held on 28 September 2022, shareholders approved the Directors' Remuneration Report (other than the Directors' Remuneration Policy) in respect of the year ended 31 March 2022 and the following proxy votes were received on the Resolution: For - 35.5m votes (99.8%); Discretionary - 22,055 votes (0.1%); Against - 62,421 votes (0.1%); and Withheld - 52,502 votes.

The fact that the Remuneration Policy is subject to a binding vote at every third AGM does not imply any change on the part of the Company. The principles remain the same as for previous years. There have been no changes to the Directors' Remuneration Policy during the period of this Report nor are there any proposals for the foreseeable future.

This part of the Remuneration Report provides details of the Company's Remuneration Policy for Directors of the Company. This policy takes into consideration the principles of the UK Corporate Governance Code. No shareholder views were sought in setting the Remuneration Policy although any comments received from shareholders would be considered on an ongoing basis.  As the Company has no employees and the Board is comprised wholly of non-executive Directors and, given the size and nature of the Company, the Board has not established a separate Remuneration Committee during the year under review. The Nomination Committee is responsible for determining Directors' remuneration.

The Directors' Remuneration Policy was approved by shareholders at the AGM on 23 September 2020.

Implementation Report

The Directors are non-executive and the limit on their aggregate annual fees is set at £200,000 within the Company's Articles of Association. This limit may only be amended by shareholder resolution and a resolution to increase the limit from £150,000 was last approved by shareholders at the AGM in 2018.

Review of Directors' Fees

The levels of fees for the year and the preceding year are set out in the table below.

Year ended

31 March 2023
£

31 March 2022
£

31 March 2021
£

Chairman

38,000

36,500

36,000

Chairman of Audit Committee

33,000

30,500

30,000

Director

29,000

27,500

27,000

The Nomination Committee carried out a review of Directors' annual fees during the year, including assessing the prevailing inflation rate and the increased time required by the Company to devote to regulatory matters, and concluded that these should change, with effect from 1 April 2023, to the following fees per annum: £40,000 (Chairman), £34,500 (Audit Committee Chairman) and £30,000 for each other Director. There are no further fees to disclose as the Company has no employees, chief executive or executive directors.

Spend on Pay

As the Company has no employees, the Directors do not consider it appropriate to present a table comparing remuneration paid to employees with distributions to shareholders. The fees paid to Directors are shown in the table.

Company Performance

During the year the Board carried out a review of investment performance. The graph shows the share price total return (assuming all dividends are reinvested) to Ordinary shareholders compared to the total return from the Benchmark for the ten-year period to 31 March 2023 (rebased to 100 at 31 March 2013). This Benchmark was selected for comparison purposes as it is used by the Board for investment performance measurement.

Fees Payable (Audited)

The Directors who served in the year received the fees, as set out in the table below, which excluded employers' National Insurance contributions.


Year ended

Year ended


31 March 2023

31 March 2022

Director

£

£

Michael Hughes A

33,803

27,500

David Simpson B

29,000

11,458

Andrew Robson C

21,355

n/a

Rebecca Donaldson

29,000

27,500

Hasan Askari D

19,036

36,500

Stephen White D

16,317

30,500

Total

148,511

133,458

A Appointed as Chairman on 28 September 2022.

B Appointed as a Director on 1 November 2021 and Senior Independent Director on 28 September 2022.

C Appointed as a Director on 1 August 2022.

D Retired as a Director on 28 September 2022.

Fees are pro-rated where a change takes place during a financial year. There were no payments to third parties from the fees referred to in the table.

 

Directors' Interests in the Company (Audited)

The Directors are not required to have a shareholding in the Company. The Directors (including their connected persons) at 31 March 2023 and 31 March 2022 had no interest in the share capital of the Company other than those interests, all of which are beneficial, in the table below, which were also unchanged as at the date of
this Report:


31 March 2023

31 March 2022


Ord. 25p

Ord. 25p

Michael Hughes

8,115

8,115

David Simpson

3,860

3,860

Andrew Robson

4,000

n/a

Rebecca Donaldson 

4,471

4,471

Hasan Askari

4,300 A

4,300

Stephen White

12,500 A

12,500

A As at date of retirement on 28 September 2022.

 

Annual Percentage Change in Directors' Remuneration (Audited)

The table below sets out the annual percentage change in Directors' fees for the past year.

Michael Hughes A

22.9

1.9

1.9

David Simpson B

153.1

n/a

n/a

Andrew Robson C

n/a

n/a

n/a

Rebecca Donaldson D

5.5

74.6

n/a

Hasan Askari E

-47.8

1.4

1.4

Stephen White E

-46.5

1.7

1.7

Rachel Beagles

n/a

n/a

-51.0

A Appointed as Chairman on 28 September 2022.

B Appointed as a Director on 1 November 2021 and Senior Independent Director on 28 September 2022.

C Appointed as a Director on 1 August 2022.

D Appointed as a Director on 1 September 2020.

E Retired as a Director on 28 September 2022.

Annual Statement

On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the Board confirms that the above Report on Remuneration Policy and Remuneration Implementation summarises, as applicable, for the year ended 31 March 2023:

·  the major decisions on Directors' remuneration;

·  any substantial changes relating to Directors' remuneration made during the year; and

·  the context in which the changes occurred and in which decisions have been taken.

Michael Hughes,
Chairman
28 June 2023



 

Statement of Directors' responsibilities in respect of the Annual Report and financial statements

 

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year.  Under that law they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards and applicable law.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period.  In preparing these financial statements, the Directors are required to: 

·  select suitable accounting policies and then apply them consistently; 

·  make judgements and estimates that are reasonable, relevant and reliable; 

·  state whether they have been prepared in accordance with UK adopted international accounting standards;

·  assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

·  use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006.  They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. 

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website but not for the content of any information included on the website that has been prepared or issued by third parties.  Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in
other jurisdictions.

In accordance with Disclosure Guidance and Transparency Rule 4.1.14R, the financial statements will form part of the annual financial report prepared using the single electronic reporting format under the TD ESEF Regulation. The auditor's report on these financial statements provides no assurance over the ESEF format.

Responsibility Statement of the Directors in respect of the Annual Financial Report

We confirm that to the best of our knowledge:

·  the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·  the strategic report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

We consider 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.

For and on behalf of the Board
Michael Hughes,

Chairman
28 June 2023

 

Statement of Comprehensive Income

 

Year ended

Year ended

31 March 2023

31 March 2022

Revenue

Capital

Revenue

Capital

return

return

Total

return

return

Total

Notes

£'000

£'000

£'000

£'000

£'000

£'000

Income

Income from investments

3

5,725

302

6,027

4,904

155

5,059

Interest

3

96

-

96

-

-

-

(Losses)/gains on investments held at fair value through profit or loss

10(a)

-

(35,669)

(35,669)

-

45,078

45,078

Currency losses

-

(432)

(432)

-

(342)

(342)

5,821

(35,799)

(29,978)

4,904

44,891

49,795

Expenses

Investment management fees

4

(3,284)

-

(3,284)

(3,328)

-

(3,328)

Administrative expenses

5

(1,028)

-

(1,028)

(927)

-

(927)

(4,312)

-

(4,312)

(4,255)

-

(4,255)

Profit/(loss) before finance costs and taxation

1,509

(35,799)

(34,290)

649

44,891

45,540

Finance costs

6

(1,309)

-

(1,309)

(290)

-

(290)

Profit/(loss) before taxation

200

(35,799)

(35,599)

359

44,891

45,250

Taxation

7

(537)

1,870

1,333

(525)

(4,140)

(4,665)

(Loss)/profit for the year

(337)

(33,929)

(34,266)

(166)

40,751

40,585

(Loss)/return per Ordinary share (pence)

         9

(0.59)

(59.41)

(60.00)

(0.28)

69.92

69.64

The Company does not have any income or expense that is not included in "(Loss)/profit for the year", and therefore this represents the "Total comprehensive income for the year", as defined in IAS 1 (revised).

All of the (loss)/profit and total comprehensive income is attributable to the equity holders of the Company. There are no non-controlling interests.

The total column of this statement represents the Statement of Comprehensive Income of the Company, prepared in accordance with UK-adopted International Accounting Standards. The revenue and capital columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies (see Note 2 to the Financial Statements).  

All items in the above statement derive from continuing operations.

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

 

 



 

Statement of Financial Position

 

As at

As at

31 March 2023

31 March 2022

Notes

£'000

£'000

Non-current assets

Investments held at fair value through profit or loss

10

391,371

439,881

Current assets

Cash at bank

7,178

9,772

Other receivables

11

3,715

2,160

10,893

11,932

Current liabilities

Bank loan

12(a)

(29,918)

(30,000)

Other payables

12(b)

(3,279)

(3,287)

(33,197)

(33,287)

Net current liabilities

(22,304)

(21,355)

Non-current liabilities

Deferred tax liability on Indian capital gains

13

(11,148)

(14,531)

Net assets

357,919

403,995

Share capital and reserves

Ordinary share capital

14

14,768

14,768

Share premium account

2(l)

25,406

25,406

Special reserve

2(l)

-

9,932

Capital redemption reserve

2(l)

4,484

4,484

Capital reserve

2(l)

313,655

349,462

Revenue reserve

2(l)

(394)

(57)

Equity shareholders' funds

357,919

403,995

Net asset value per Ordinary share (pence)

16

641.32

697.30

The financial statements were approved by the Board of Directors and authorised for issue on 28 June 2023 and were signed on its behalf by:

Michael Hughes

Chairman

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

 



 

Statement of Changes in Equity

Year ended 31 March 2023 

Share

Capital

Share

premium

Special

redemption

Capital

Revenue

capital

account

reserve

reserve

reserve

reserve

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 April 2022

14,768

25,406

9,932

4,484

349,462

(57)

403,995

Net loss after taxation

-

-

-

-

(33,929)

(337)

(34,266)

Buyback of share capital to treasury

-

-

(9,932)

-

(1,878)

-

(11,810)

Balance at 31 March 2023

14,768

25,406

-

4,484

313,655

(394)

357,919

Year ended 31 March 2022

Share

Capital

Share

premium

Special

redemption

Capital

Revenue

capital

account

reserve

reserve

reserve

reserve

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 April 2021

14,768

25,406

12,628

4,484

308,711

109

366,106

Net profit/ (loss) after taxation

-

-

-

-

40,751

(166)

40,585

Buyback of share capital to treasury

-

-

(2,696)

-

-

-

(2,696)

Balance at 31 March 2022

14,768

25,406

9,932

4,484

349,462

(57)

403,995

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

 

 



 

Statement of Cash Flows

 

Year ended

Year ended

31 March 2023

31 March 2022

Notes

£'000

£'000

Cash flows from operating activities

Dividend income received

4,817

3,983

Interest income received

(16)

-

Investment management fee paid

(3,057)

(3,573)

Other cash receipts/(expenses)

692

(921)

Cash inflow/ (outflow) from operations

2,436

(511)

Interest paid

(1,189)

(283)

Net cash inflow/(outflow) from operating activities

1,247

(794)

Cash flows from investing activities

Purchases of investments

(100,451)

(130,909)

Sales of investments

109,314

139,176

Indian capital gains tax paid on sales

(678)

(3,251)

Net cash inflow from investing activities

8,185

5,016

Cash flows from financing activities

Buyback of shares

(11,489)

(2,696)

Drawdown of loan

-

6,000

Costs associated with loan

(105)

-

Net cash (outflow)/inflow from financing activities

(11,594)

3,304

Net increase in cash and cash equivalents

(2,162)

7,526

Cash and cash equivalents at the start of the year

9,772

2,588

Effect of foreign exchange rate changes

(432)

(342)

Cash and cash equivalents at the end of the year

2(h),17

7,178

9,772

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

 



 

Notes to the Financial Statements

For the year ended 31 March 2023

1.

Principal activity

The principal activity of the Company is that of an investment trust company within the meaning of Section 1158 of the Corporation Tax Act 2010 ("s1158").

On 31 March 2023, the Company changed its name from Aberdeen New India Investment Trust PLC to abrdn New India Investment Trust plc.

 

2.

Accounting policies

(a)

Basis of preparation. The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 March 2023.

The financial statements have been prepared in accordance with UK-adopted international accounting standards ("IFRS"). The Company adopted all of the IFRS which took effect during the year.

The financial statements have also been prepared in accordance with the Companies Act 2006 and the Statement of Recommended Practice (SORP), "Financial Statements of Investment Trust Companies and Venture Capital Trusts," issued in July 2022.

The Directors have reviewed the Company's ability to continue as a going concern. The Company's assets consist substantially of a portfolio of quoted securities which in most circumstances are realisable within a short timescale. The Directors are mindful of the principal risks and uncertainties and in Note 17 to the financial statements and have reviewed income cashflow forecasts detailing revenue and expenses; accordingly, the Directors believe that, the Company has adequate financial resources to continue in operational existence for at least 12 months from the date of this Report.

In August 2022, the Company entered into a three-year, £30 million revolving credit facility (the "Facility") with Royal Bank of Scotland International Limited (London Branch), part of NatWest Group plc, of which £30m was drawn down at 31 March 2023 (2022 - £30m). The Board has set limits for borrowing and regularly reviews the level of any gearing and compliance with banking covenants.

The results of stress testing prepared by the Manager, which models a sharp decline in market levels and income, demonstrated that the Company had the ability to raise sufficient funds so as to both pay expenses and remain within its debt covenants.

Having taken these factors into account, the Directors believe that the Company has adequate resources to continue in operational existence and has the ability to meet its financial obligations as they fall due for a period of at least twelve months from the date of approval of this Report. For these reasons, the Company continues to adopt the going concern basis of accounting in preparing the financial statements.

Significant estimates and judgements. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates which requires management to exercise its judgement in the process of applying the accounting policies. The Directors do not believe that any accounting judgements or estimates have been applied to these financial statements that have a significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next financial year. The Company considers the selection of Sterling as its functional currency to be a key judgement.

Functional currency. The Company's investments are made in Indian Rupee and US Dollar, however the Board considers the Company's functional currency to be Sterling. In arriving at this conclusion, the Board considered that the shares of the Company are listed on the London Stock Exchange, it is regulated in the United Kingdom, principally having its shareholder base in the United Kingdom and also pays expenses in Sterling, as it would dividends, where declared by the Company.

New and amended accounting standards and interpretations. The Company applied certain Standards and Amendments, which are effective for annual periods beginning on or after 1 January 2022. The adoption of these Standards and Amendments did not have a material impact on the financial results of the Company. The nature is described below:

- IAS 37 Amendments (Provisions, Contingent Liabilities and Contingent Assets)

- IFRS 3 Amendments (Business Combinations)

- IFRS 9 and 16 Amendments (Interest Benchmark reform Phase 2)

At the date of authorisation of these financial statements, the following amendments to Standards and Interpretations were assessed to be relevant and are all effective for annual periods beginning on or after 1 January 2023 and thereafter;

- IAS 1 Amendments (Classification of Liabilities as Current or Non-Current)

- IAS 1 Amendments (Disclosure of Accounting Policies)

- IAS 8 Amendments (Definition of Accounting Estimates)

- IAS 12 Amendments (Deferred Tax related to Assets and Liabilities arising from a Single Transaction)

The Company intends to adopt the Standards and Interpretations in the reporting period when they become effective and the Board does not anticipate that the adoption of these Standards and Interpretations in future periods will materially impact the Company's financial results in the period of initial application although there may be revised presentations to the Financial Statements and additional disclosures.

(b)

Presentation of Statement of Comprehensive Income. In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented in the Statement of Comprehensive Income.

(c)

Segmental reporting. The Board has considered the requirements of IFRS 8 'Operating Segments' and is of the view that the Company is engaged in a single segment business, which is one of investing in Indian quoted equities and that therefore the Company has only a single operating segment. The Board of Directors, as a whole, has been identified as constituting the chief operating decision maker of the Company. The key measure of performance used by the Board to assess the Company's performance is the total return on the Company's net asset value, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements.

(d)

Income. Dividends receivable on equity shares are recognised in the Statement of Comprehensive Income on the ex-dividend date, and gross of any applicable withholding tax. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Special dividends are credited to capital or revenue, according to their circumstances. Where a company has elected to receive dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised in the Statement of Comprehensive Income. Provision is made for any dividends not expected to be received. Interest receivable from cash and short-term deposits is accrued to the end of the financial year.

 

(e)

Expenses and interest payable. All expenses, with the exception of interest expenses, which are recognised using the effective interest method, are accounted for on an accruals basis. Expenses are charged to the revenue column of the Statement of Comprehensive Income except as follows:

- expenses which are incidental to the acquisition or disposal of an investment are charged to the capital column of the Statement of Comprehensive Income and separately identified and disclosed in note 10 (b); and

- expenses are charged to the capital column of the Statement of Comprehensive Income where a connection with the maintenance or enhancement of the value of the investments can be demonstrated.

(f)

Taxation. The tax expense represents the sum of the tax currently payable and deferred tax. Tax payable is based on the taxable profit for the year. Taxable profit differs from profit before tax as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the Statement of Financial Position date.

Deferred tax. Deferred tax is recognised in respect of all temporary differences at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the Statement of Financial Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Deferred tax assets and liabilities are measured at the rates applicable to the legal jurisdictions in which they arise, using enacted tax rates that are expected to apply at the date the deferred tax position is unwound.

(g)

Investments. Investments have been designated upon initial recognition as fair value through profit or loss. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned, and are measured initially at fair value. Subsequent to initial recognition, investments are recognised at fair value through profit or loss.

The Company classifies its investments based on their contractual cash flow characteristics and the Company's business model for managing the assets. The business model, which is the determining feature, is such that the portfolio of investments is managed, and performance and risk is evaluated, on a fair value basis. The Manager is also compensated based on the fair value of the Company's assets. Consequently, all investments are measured at fair value through profit or loss.

Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned, and are measured at fair value. For listed investments, this is deemed to be bid market prices or closing prices on a recognised stock exchange.

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

 

(h)

Cash and cash equivalents. Cash comprises cash in hand and at banks and short-term deposits. Cash equivalents are short-term, highly-liquid investments that are readily convertible to known amounts of cash, and that are subject to an insignificant risk of changes in value.

(i)

Other receivables. The Company has adopted the classification and measurement provisions of IFRS 9 'Financial Instruments' as other receivables are held to collect contractual cash flows and give rise to cash flows representing solely payments of principal and interest. As such they are measured at amortised cost. Other receivables held by the Company do not carry any interest, they have been assessed as not having any expected credit losses over their lifetime due to their short-term nature and low credit risk.

(j)

Other payables. The Company has adopted the classification and measurement provisions of IFRS 9 'Financial Instruments'. Other payables are non-interest bearing and are stated at amortised cost.

(k)

Borrowings. Bank loans are initially recognised at cost, being the fair value of the consideration received, net of any issue expenses. Subsequently, they are measured at amortised cost using the effective interest method. Finance charges are accounted for on an accruals basis using the effective interest rate method and are charged 100% to revenue.

 

(l)

Nature and purpose of reserves

Called-up share capital. The Ordinary share capital on the Statement of Financial Position relates to the number of shares in issue and in treasury. Only when the shares are cancelled, either from treasury or directly, is a transfer made to the capital redemption reserve. This reserve is not distributable.

Share premium account. The balance classified as share premium includes the premium above nominal value from the proceeds on issue of any equity share capital comprising Ordinary shares of 25p. This reserve is not distributable.

Special reserve. The special reserve arose following Court approval in 1998 to transfer £30 million from the share premium account. This reserve is distributable for the purpose of funding share buy-backs by the Company. The reserve was extinguished in the year to 31 March 2023.

Capital redemption reserve. The capital redemption reserve arose when Ordinary shares were redeemed, and subsequently cancelled by the Company, at which point an amount equal to the par value of the Ordinary share capital was transferred from the Ordinary share capital to the capital redemption reserve. This reserve is not distributable.

Capital reserve. This reserve reflects any gains or losses on investments realised in the period along with any increases and decreases in the fair value of investments held that have been recognised in the Statement of Comprehensive Income. The part of this reserve represented by realised capital gains is available for distribution by way of dividend. Subsequent to the special reserve being extinguished, the capital reserve has been used to fund the share buy-backs by the Company.

Revenue reserve. This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income. The revenue reserve is distributable by way of dividend.

(m)

Foreign currency. Overseas monetary assets and liabilities are converted into Sterling at the rate of exchange ruling at the Statement of Financial Position date. Transactions during the year involving foreign currencies are converted at the rate of exchange ruling at the transaction date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss and recognised in the Statement of Comprehensive Income.

 

3.

Income

2023

2022

£'000

£'000

Income from investments

Overseas dividends

6,027

5,059

Other income

Deposit interest

93

-

Other interest

3

-

96

-

Total income

6,123

5,059

 

4.

Investment management fees

2023

2022

£'000

£'000

Investment management fees

3,284

3,328

The Company has an agreement with the Manager for the provision of management and secretarial services.

During the year, the management fee was payable monthly in arrears and was based on an annual amount of 0.85% up to £350 million and 0.7% thereafter of the Company's net assets, valued monthly. The management agreement is terminable by either the Company or the Manager on six months' notice. The amount payable in respect of the Company for the year was £3,284,000 (2022 - £3,328,000) and the balance due to the Manager at the year end was £759,000 (2022 - £532,000). All investment management fees are charged 100% to the revenue column of the Statement of Comprehensive Income.

From 1 April 2023, the management fee is based on 0.8% up to £300 million and 0.6% thereafter of the Company's net assets, valued monthly.

 

5.

Administrative expenses

2023

2022

£'000

£'000

Directors' fees

148

133

Promotional activities

176

166

Auditor's remuneration:

- fees payable for the audit of the Company's annual financial statements

60

45

Legal and advisory fees

68

62

Custodian and overseas agents' charges

311

320

Depositary fees

40

40

Other

225

161

1,028

927

The Manager supports the Company with promotional activities through its participation in the abrdn Investment Trust Share Plan and ISA. The total fees paid and payable under the agreement during the year were £176,000 (2022 - £166,000) and £46,000 (2022 - £42,000) was due to the Manager at the year end.

The only fees paid to KPMG LLP by the Company are the audit fees of £60,000 (2022 - £45,000). The amounts disclosed above for Auditor's remuneration are all shown net of VAT.

6.

Finance costs

2023

2022

£'000

£'000

In relation to bank loans

1,309

290

Finance costs are charged 100% to revenue as disclosed in the accounting policies.

 

7.

Taxation

2023

2022

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

(a)

Analysis of charge for the year

Indian capital gains tax charge on sales

-

936

936

-

3,251

3,251

Under provision of Indian capital gains tax charged on sales for prior year

-

577

577

-

-

-

Overseas taxation

537

-

537

525

-

525

Total current tax charge for the year

537

1,513

2,050

525

3,251

3,776

Movement in deferred tax liability on Indian capital gains

-

(3,383)

(3,383)

-

889

889

Total tax (credit)/charge for the year

537

(1,870)

(1,333)

525

4,140

4,665

The Company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. The Company has recognised a deferred tax liability of £11,148,000 (2022 - £14,531,000) on capital gains which may arise if Indian investments are sold.

On 1 April 2020, the Indian Government withdrew an exemption from withholding tax on dividend income. Dividends are received net of 20% withholding tax and a cess charge of 4%. A further surcharge of either 2% or 5% is applied if the receipt exceeds a certain threshold. Of this total charge, 10% of the withholding tax 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 tax charged for the year can be reconciled to the (loss)/profit per the Statement of Comprehensive Income as follows:

2023

2022

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

(Loss)/profit before tax

200

(35,799)

(35,599)

359

44,891

45,250

UK corporation tax on profit at the standard rate of 19% (2021 - 19%)

38

(6,802)

(6,764)

68

8,529

8,597

Effects of:

Losses/(gains) on investments held at fair value through profit or loss not taxable not subject to UK corporation tax

-

6,720

6,720

-

(8,565)

(8,565)

Currency losses not taxable

-

82

82

-

65

65

Deferred tax not recognised in respect of tax losses

1,047

-

1,047

857

-

857

Expenses not deductible for tax purposes

3

-

3

6

-

6

Indian capital gains tax charged on sales

-

936

936

-

3,251

3,251

Under provision of Indian capital gains tax charged on sales for prior year

-

577

577

-

-

-

Movement in deferred tax liability on Indian capital gains

-

(3,383)

(3,383)

-

889

889

Irrecoverable overseas withholding tax

537

-

537

525

-

525

Non-taxable dividend income

(1,088)

-

(1,088)

(931)

(29)

(960)

Total tax (credit)/charge

537

(1,870)

(1,333)

525

4,140

4,665

(c)

At 31 March 2023, the Company had surplus management expenses and loan relationship debits of £33,305,000 (2022 - £27,796,000) with a tax value of £8,326,000 (2022 - £6,949,000) based on enacted tax rates, in respect of which a deferred tax asset has not been recognised. No deferred tax asset has been recognised because the Company is not expected to generate taxable income in the future in excess of the deductible expenses of those future periods. Therefore, it is unlikely that the Company will generate future taxable revenue that would enable the existing tax losses to be utilised.

 

8.

Ordinary dividends on equity shares

After the payment of operational expenses, there was no revenue available for distribution by way of dividend for the year ended 31 March 2023 (2022 - £nil).

 

9.

(Loss)/return per Ordinary share

2023

2022

Revenue

Capital

Total

Revenue

Capital

Total

Net (loss)/profit for the year (£'000)

(337)

(33,929)

(34,266)

(166)

40,751

40,585

Weighted average number of Ordinary shares in issue

57,105,465

58,276,006

(Loss)/return per Ordinary share (pence)

(0.59)

(59.41)

(60.00)

(0.28)

69.92

69.64

 

10.

Investments held at fair value through profit or loss

2023

2022


(a)

Valuation

£'000

£'000

Opening book cost

293,858

255,914

Opening investment holdings fair value gains

146,023

145,755

Opening valuation

439,881

401,669

Movements in the year:

Purchases

99,528

132,928

Sales - proceeds

(112,369)

(139,794)

(Losses)/gains on investments

(35,669)

45,078

Closing valuation

391,371

439,881

2023

2022

£'000

£'000

Closing book cost

296,380

293,858

Closing investment holdings fair value gains

94,991

146,023

Closing valuation

391,371

439,881

The Company generated £112,369,000 (2022 - £139,794,000) from investments sold in the period. The book cost of these investments when they were purchased was £97,005,000 (2022 - £94,984,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

(b)

Transaction costs. During the year, expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through the capital column of the Statement of Comprehensive Income, and are included within (losses)/gains on investments at fair value through profit or loss in the Statement of Comprehensive Income. The total costs were as follows:

2023

2022

£'000

£'000

Purchases

166

167

Sales

173

211

339

378

The above transaction costs are calculated in line with the AIC SORP. The transaction costs in the Company's Key Information Document provided by the Manager are calculated on a different basis and in line with the PRIIPs regulations.

 

11.

Other receivables

2023

2022

£'000

£'000

Amounts due from brokers

3,266

211

Recoverable tax on Indian dividends

393

1,019

Prepayments and accrued income

56

930

3,715

2,160

None of the above amounts are past their due date or impaired (2022 - nil).

 

12.

Current liabilities

2023

2022

(a)

Bank loan

£'000

£'000

Loans repayable within one year

29,918

30,000

In July 2020, the Company agreed a £30 million two year uncommitted multicurrency revolving loan facility with Royal Bank of Scotland International (London Branch). £30 million was drawn down at 31 March 2023 (31 March 2022 - £30 million) at an all-in interest rate of 7.777% until 3 April 2023 (2022 - 1.0135% until 8 April 2022). On 30 June 2022, the Company agreed an extension of the facility to 5 August 2025, incurring £105,000 of expenses which are amortised over the remaining life of the loan. At the date of this Report the Company had drawn down £26 million at an all-in interest rate of 8.028% until 2 August 2023.

The terms of the loan facility contain covenants that consolidated gross borrowings should not exceed 20% of adjusted investment portfolio value, the net asset value shall not at any time be less than £150 million and the investment portfolio contains a minimum of 25 eligible investments. The Company complied with all covenants during the year and up to the date of signing this Report.

2023

2022

(b)

Other payables

£'000

£'000

Amounts due to brokers

1,053

1,976

Amounts due to brokers relating to buybacks to treasury

365

43

Other creditors

1,861

1,268

3,279

3,287

 

13.

Non-current liabilities

2023

2022

£'000

£'000

Deferred tax liability on Indian capital gains

11,148

14,531

 

14.

Ordinary share capital

2023

2022

Number

£'000

Number

£'000

Authorised

200,000,000

50,000

200,000,000

50,000

Issued and fully paid

Ordinary shares of 25p each

55,809,921

13,953

57,937,127

14,485

Held in treasury:

Ordinary shares of 25p each

3,260,219

815

1,133,013

283

59,070,140

14,768

59,070,140

14,768

The Ordinary shares give shareholders voting rights, the entitlement to all of the capital growth in the Company's assets, and to all the income from the Company that is resolved to be distributed.

During the year 2,127,206 (2022 - 448,201) Ordinary shares of 25p each were repurchased by the Company at a total cost, including transaction costs, of £11,810,000 (2022 - £2,696,000). All of the shares were placed in treasury. Shares held in treasury represent 5.52% (2022 - 1.92%) of the Company's total issued shares at the year end. Shares held in treasury do not carry a right to receive dividends.

 

15.

Analysis of changes in net debt

Net

Currency

Cash

Non-cash

2022

differences

flows

movements

2023

£'000

£'000

£'000

£'000

£'000

Cash and short term deposits

9,772

(432)

(2,162)

-

7,178

Debt due within one year

(30,000)

-

-

82

(29,918)

(20,228)

(432)

(2,162)

82

(22,740)

Net

Currency

Cash

Non-cash

2021

differences

flows

movements

2022

 £'000

 £'000

 £'000

£'000

 £'000

Cash and short term deposits

2,588

(342)

7,526

-

9,772

Debt due within one year

(24,000)

-

(6,000)

-

(30,000)

(21,412)

(342)

1,526

-

(20,228)

A statement reconciling the movement in net funds to the net cash flow has not been presented as there are no differences from the above analysis.

 

16.

Net asset value per Ordinary share

The net asset value per Ordinary share is based on a net asset value of £357,919,000 (2022 - £403,995,000) and on 55,809,921 (2022 - 57,937,127) Ordinary shares, being the number of Ordinary shares in issue at the year end, excluding shares held in treasury.

 

17.

Financial instruments

Risk management. The Company's investment activities expose it to various types of financial risk associated with the financial instruments and markets in which it invests. The Company's financial instruments comprise securities and other investments, cash balances and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.

The Board has delegated the risk management function to the Manager under the terms of its management agreement with the Manager (further details of which are included under note 4). The Board regularly reviews and agrees policies for managing each of the key financial risks identified with the Manager. The types of risk and the Manager's approach to the management of each type of risk, are summarised below. Such approach has been applied throughout the year and has not changed since the previous accounting period. The numerical disclosures exclude short-term debtors and creditors on the grounds of their materiality.

Risk management framework. The directors of the Manager collectively assume responsibility for the Manager's obligations under the AIFMD including reviewing investment performance and monitoring the Company's risk profile during the year.

The Manager is a fully integrated member of abrdn, which provides a variety of services and support to the Manager in the conduct of its business activities, including in the oversight of the risk management framework for the Company. The Manager has delegated the day to day administration of the investment policy to the Investment manager, which is responsible for ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment disclosures to investors (details of which can be found on the Company's website). The Manager has retained responsibility for monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company.

The Manager conducts its risk oversight function through the operation of the abrdn's risk management processes and systems which are embedded within the abrdn's operations. abrdn's Risk Division supports management in the identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance, Business Risk, Market Risk and Risk Management. The team is headed up by abrdn's Chief Risk Officer, who reports to the CEO of the Group. The Risk Division achieves its objective through embedding the Risk Management Framework throughout the organisation using abrdn's operational risk management system ("SHIELD").

abrdn's Internal Audit Department is independent of the Risk Division and reports directly to the abrdn's CEO and to the Audit Committee of abrdn's Board of Directors. The Internal Audit Department is responsible for providing an independent assessment of the abrdn's control environment.

abrdn's corporate governance structure is supported by several committees to assist the board of directors of abrdn, its subsidiaries and the Company to fulfil their roles and responsibilities. abrdn's Risk Division is represented on all committees, with the exception of those committees that deal with investment recommendations. The specific goals and guidelines on the functioning of those committees are described on the committees' terms of reference.

Market risk. The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements - interest rate risk, foreign currency risk and other price risk.

Interest rate risk. The interest rate risk profile of the portfolio of the Company's financial assets and liabilities, excluding equity holdings which are all non-interest bearing, at the Statement of Financial Position date was as follows:

Weighted average

Weighted

period for which

average

Fixed

Floating

rate is fixed

interest rate

rate

rate

At 31 March 2023

Years

%

£'000

£'000

Assets

Sterling

-

3.18

-

7,139

US Dollars

-

-

-

8

Indian Rupee

-

-

-

31

-

7,178

Weighted average

Weighted

period for which

average

Fixed

Floating

rate is fixed

interest rate

rate

rate

Years

%

£'000

£'000

Liabilities

Bank loan - £30,000,000

0.16

3.43

29,918

-

Weighted average

Weighted

period for which

average

Fixed

Floating

rate is fixed

interest rate

rate

rate

At 31 March 2022

Years

%

£'000

£'000

Assets

Sterling

-

-

-

8,676

US Dollars

-

-

-

15

Indian Rupee

-

-

-

1,081

-

9,772

Weighted average

Weighted

period for which

average

Fixed

Floating

rate is fixed

interest rate

rate

rate

Years

%

£'000

£'000

Liabilities

Bank loan - £30,000,000

0.02

1.01

30,000

-

The weighted average interest rate is based on the current yield of each asset, weighted by its market value. The weighted average interest rate on bank loans is based on the interest rate payable, weighted by the total value of the loans. The maturity date of the Company's loans is shown in note 12.

The floating rate assets consist of cash deposits on call earning interest at prevailing market rates.

The Company's equity portfolio and short-term debtors and creditors (excluding bank loans) have been excluded from the above tables.

Management of the risk. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions.

 

Interest rate sensitivity. The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the Statement of Financial Position date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates.

The rate of interest on the loan is the percentage rate per annum which is the aggregate of the applicable margin, adjusted SONIA rate and mandatory cost if any.

If interest rates had been 100 basis points higher or lower (based on current parameter used by Manager's Investment Risk Department on risk assessment) and all other variables were held constant, the Company's revenue return for the year ended 31 March 2023 would have decreased/increased by £199,000 (2022 - decrease/increase £202,000). This is mainly attributable to the Company's exposure to interest rates on its floating rate cash balances and bank loans. These figures have been calculated based on cash positions and bank loans at each year end.

In the opinion of the Directors, the above sensitivity analyses are not representative of the year as a whole, since the level of exposure changes frequently as part of the interest rate risk management process used to meet the Company's objectives. The risk parameters used will also fluctuate depending on the current market perception.

Foreign currency risk. The Company's total return and net assets can be significantly affected by currency translation movements as the majority of the Company's assets and income are denominated in currencies other than Sterling, which is the Company's functional currency.  

Management of the risk. It is not the Company's policy to hedge this risk but it reserves the right to do so, to the extent possible.

The revenue account is subject to currency fluctuation arising on dividends paid in foreign currencies. The Company does not hedge this currency risk.

Foreign currency exposure by currency of denomination:

2023

2022

Net

Total

Net

Total

Overseas

monetary

currency

Overseas

monetary

currency

investments

assets

exposure

investments

assets

exposure

£'000

£'000

£'000

£'000

£'000

£'000

US Dollar

5,474

8

5,482

8,731

15

8,746

Indian Rupee

385,897

31

385,928

431,150

1,081

432,231

391,371

39

391,410

439,881

1,096

440,977

 

Foreign currency sensitivity. The following table details the positive impact to a 10% decrease in Sterling against the foreign currency in which the Company has exposure. The sensitivity analysis includes foreign currency denominated monetary items and adjusts their translation at the year end for a 10% change in foreign currency rates. In the event of a 10% increase in Sterling then there would be a negative impact on the Company's returns.

2023

2023

2022

2022

Revenue

EquityA

Revenue

EquityA

£'000

£'000

£'000

£'000

US Dollar

-

548

-

875

Indian Rupee

603

38,593

506

43,223

603

39,141

506

44,098

A Represents equity exposure to relevant currencies.

Price risk. Price risks (ie, changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments.

Management of the risk. It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a sector. Both the allocation of assets and the stock selection process act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are all listed on the Bombay (Mumbai) Stock Exchange and/or The Indian National Stock Exchange.

Price risk sensitivity. If market prices at the Statement of Financial Position date had been 15% higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 31 March 2023 would have increased /(decreased) by £58,706,000 (2022 - increased/(decreased) by £65,982,000) and capital reserves would have increased /(decreased) by the same amount.

 

Liquidity risk. This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.  

Management of the risk. The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a regular basis. Borrowings comprise a £30 million revolving multi-currency credit facility, which expires on 5 August 2025. Other payables are settled within one year. Details of borrowings and other payables at 31 March 2023 are shown in note 12.

Liquidity risk is not considered to be significant as the Company's assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary. Short-term flexibility is achieved through the use of the loan facility, details of which can be found in note 12. Details of the Board's policy on gearing are shown in the interest rate risk section of this note.

Liquidity risk exposure. The Company has a £30 million uncommitted multicurrency revolving loan facility, of which £30,000,000 (2022 - £30,000,000) was drawn down at the year end. Other payables amounted to £3,279,000 (2022 - £3,287,000).

Credit risk. This is failure of the counterparty to a transaction to discharge its obligations under that transaction, which could result in the Company suffering a loss.

Management of the risk. The risk is actively managed as follows:

-

 investment transactions are carried out with a number of brokers, whose credit standing is reviewed periodically by the Manager, and limits are set on the amount that may be due from any one broker;

-

the risk of counterparty exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports by the Manager on a daily basis. In addition, both stock and cash reconciliations to custodians' records are performed on a daily basis by the Manager to ensure discrepancies are investigated on a timely basis. The Manager's Compliance department carries out periodic reviews of the Custodian's operations and reports its findings to the Manager's Risk Management Committee and to the Board of the Company. This review will also include checks on the maintenance and security of investments held; and  

-

cash is held only with reputable banks whose credit ratings are monitored on a regular basis.

None of the Company's financial assets are secured by collateral or other credit enhancements (2022 - same).

Credit risk exposure. In summary, compared to the amounts included in the Statement of Financial Position, the maximum exposure to credit risk at 31 March was as follows:

2023

2022

Statement of

Statement of

Financial

Maximum

Financial

Maximum

Position

Exposure

Position

Exposure

£'000

£'000

£'000

£'000

Current assets

Loans and receivables

3,715

3,715

1,086

1,086

Cash at bank and in hand

7,178

7,178

9,772

9,772

10,893

10,893

10,858

10,858

The exposure noted in the above table is not representative of the exposure across the year as a whole.

None of the Company's financial assets are past due or impaired (2022 - same).

Fair values of financial assets and financial liabilities. The fair value of bank loans are represented in the table below;

2023

2022

£'000

£'000

Bank loan  

29,918

30,000

Investments held at fair value through profit or loss are valued at their quoted bid prices which equate to their fair values.

For the fixed rate GBP loan, the fair value of borrowings has been calculated at £29,918,000 as at 31 March 2023 (2022 - £30,000,000) compared to an accounts value in the financial statements £29,918,000 (2022 - £30,000,000) (note 12).

The Directors are of the opinion that the other financial assets and liabilities carried at amortised cost equates to their fair value.

 

 

18.

Capital management policies and procedures

The Company's capital management objectives are:

-

to ensure that the Company will be able to continue as a going concern; and

-

to maximise the income and capital return to its equity shareholders through an appropriate balance of equity capital and debt. The policy is that debt should not exceed 25% of net assets.

The Board, with the assistance of the Manager monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:

-

the planned level of gearing, which includes taking account of the Manager's views on the market;

-

the opportunity to buy back equity shares for cancellation or holding in treasury, which takes account of the difference between the net asset value per share and the share price (ie the level of share price discount or premium);

-

the opportunity for new issues of equity shares; and

-

the extent to which any revenue in excess of that which is required to be distributed should be retained.

The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting period.

 

19.

Fair value hierarchy

IFRS 13 'Fair Value Measurement' requires an entity to classify fair value measurements using a fair value hierarchy that reflects the subjectivity of the inputs used in making measurements. The fair value hierarchy has the following levels:   

Level 1: quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2: valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

Level 3: valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The financial assets and liabilities measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy at the Statement of Financial Position date are as follows:

Level 1

Level 2

Level 3

Total

As at 31 March 2023

Note

£'000

£'000

£'000

£'000

Financial assets at fair value through profit or loss

Quoted equities

a)

391,371

-

-

391,371

Net fair value

391,371

-

-

391,371

Level 1

Level 2

Level 3

Total

As at 31 March 2022

Note

£'000

£'000

£'000

£'000

Financial assets at fair value through profit or loss

Quoted equities

a)

439,881

-

-

439,881

Net fair value

439,881

-

-

439,881

a)

Quoted equities. The fair value of the Company's investments in quoted equities has been determined by reference to their quoted bid prices at the reporting date. Quoted equities included in Fair Value Level 1 are actively traded on recognised stock exchanges.  

 

20.

Controlling party

In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no immediate or ultimate controlling party.

 

21.

Related party transactions

Directors' fees and interests. Fees payable during the year to the Directors and their interests in shares of the Company are disclosed within the Directors' Remuneration Report.

 

 

22.

Transactions with the Manager

The Company has an agreement with abrdn Fund Managers Limited for the provision of management, secretarial, accounting and administration services and for the carrying out of promotional activities in relation to the Company. Details of transactions during the year and balances outstanding at the year end are disclosed in notes 4 and 5.

 

 



 

Alternative Performance Measures

 

Alternative performance measures are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company's applicable financial framework includes IFRS and the AIC SORP. The Directors assess the Company's performance against a range of criteria which are viewed as particularly relevant for closed-end investment companies.  

Adjusted net asset value per Ordinary shareA

This performance measure is used to provide a like for like comparison with the Company's Benchmark for the purposes of the potential five-yearly performance-related conditional tender offer announced on 24 March 2022, which was first in effect from 1 April 2022 and is therefore not applicable to earlier reporting periods. Further details may be found in the Chairman's Statement. 

2023

2022

Net assets attributable (£'000)

357,919

N/A

Indian CGT charge for the period (£'000)

(1,870)

N/A

Net assets attributable excluding Indian CGT charge (£'000) 

356,049

N/A

Number of Ordinary shares in issue

55,809,921

N/A

Adjusted net asset value per Ordinary shareA

637.97p

N/A

A Adjusted NAV is the Company's NAV after adding back all Indian capital gains tax paid or accrued in respect of realised and unrealised gains made on investments. Comparatives for 2022 are not applicable given the commencement date of 1 April 2022

Discount to net asset value per Ordinary share 

The discount is the amount by which the share price is lower than the net asset value per share with debt at par value, expressed as a percentage of the net asset value. 

2023

2022

NAV per Ordinary share

a

641.32p

697.30p

Share price

b

512.00p

562.00p

Discount

(a-b)/a

20.2%

19.4%

Net gearing

Net gearing measures the total borrowings less cash and cash equivalents divided by shareholders' funds, expressed as a percentage. Under AIC reporting guidance cash and cash equivalents includes amounts due to and from brokers at the year end. 

2023

2022

Borrowings (£'000)

a

29,918

30,000

Cash (£'000)

b

7,178

9,772

Amounts due to brokers (£'000)

c

1,418

2,019

Amounts due from brokers (£'000)

d

3,266

211

Shareholders' funds (£'000)

e

357,919

403,995

Net gearing

(a-b+c-d)/e

5.8%

5.5%

Ongoing charges ratio

The ongoing charges ratio has been calculated in accordance with guidance issued by the AIC as the total of investment management fees and administrative expenses are expressed as a percentage of the average net asset values with debt at par value throughout the year. 

2023

2022

Investment management fees (£'000)

3,284

3,328

Administrative expenses (£'000)

1,028

927

Less: non-recurring chargesA (£'000)

(27)

(28)

Ongoing charges (£'000)

4,285

4,227

Average net assets (£'000)

394,420

399,442

Ongoing charges ratio

1.09%

1.06%

A Professional fees unlikely to recur.

The ongoing charges ratio provided in the Company's Key Information Document is calculated in line with the PRIIPs regulations which includes amongst other things, the cost of borrowings and transaction costs. 

Total return

NAV and share price total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. Share price and NAV total returns are monitored against open-ended and closed-ended competitors, and the Benchmark, respectively. Adjusted NAV is the Company's NAV after adding back all Indian capital gains tax paid or accrued in respect of realised or unrealised gains made on investments. 

Share

Year ended 31 March 2023

NAV

Adjusted NAV

Price

Opening at 1 April 2022

a

697.30p

697.30p

562.00p

Closing at 31 March 2023

b

641.32p

637.97p

512.00p

Price movements

c=(b/a)-1

-8.0%

-8.5%

-8.9%

Dividend reinvestmentA

d

N/A

N/A

N/A

Total return

c+d

-8.0%

-8.5%

-8.9%

Share

Year ended 31 March 2022

NAV

NAV

Price

Opening at 1 April 2021

a

627.05p

N/A

542.00p

Closing at 31 March 2022

b

697.30p

N/A

562.00p

Price movements

c=(b/a)-1

11.2%

N/A

3.7%

Dividend reinvestmentA

d

N/A

N/A

N/A

Total return

c+d

+11.2%

N/A

+3.7%

A NAV total return involves investing the net dividend in the NAV of the Company with debt at par value on the date on which that dividend goes ex-dividend. Share price total return involves reinvesting the net dividend in the share price of the Company on the date on which that dividend goes ex-dividend.   

 

 



 

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 March 2023 or 2022 but is derived from those accounts. Statutory accounts for 2022 have been delivered to the registrar of companies, and those for 2023 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

The statutory accounts for the financial year ended 31 March 2023 have been approved by the Board and audited and will be filed with the Registrar of Companies in due course.

 

The Company's Annual General Meeting will be held at 12.30pm on 27 September 2023 at Wallacespace, 15 Artillery Lane, London E1 7HA,

 

The Annual Report will be posted to shareholders in July 2023. Further copies may be ordered from the Manager's website: www.invtrusts.co.uk.

 

On behalf of the Board

abrdn Holdings Limited

Secretaries

 

28 June 2023

 

END

 

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