Annual Financial Report
Summary by AI BETAClose X
Aberdeen New India Investment Trust PLC
(formerly abrdn New India Investment Trust plc)
Annual Report for the year ended 31 March 2026
Seeking world-class, well governed companies at the heart of India's growth
aberdeennewindia.co.uk
"Favourable demographics, ongoing policy reform, rising aspirational consumption, infrastructure development and urbanisation, accelerating digital adoption, and progress in energy transition all support our continued confidence in India's growth story."
David Simpson
Chairman
"The portfolio continues to own high-quality stocks. While style rotation and market crosswinds have weighed on returns over the year, the underlying strength remains intact."
James Thom and Rita Tahilramani
abrdn Asia Limited
Investment Manager
LEI - 549300D2AW66WYEVKF02
Why invest in India?
Why India?
India combines one of the world's fastest-growing major economies with powerful long-term structural growth drivers including rising affluence, financial inclusion, digitalisation, urbanisation, healthcare demand and the energy transition.
Domestic consumption and investment underpin a resilient growth model that is less dependent on external economic conditions.
Supported by ongoing reforms and infrastructure investment, we believe India remains one of the most compelling long-term growth opportunities within global equity markets
Why Aberdeen New India Investment Trust PLC?
We seek to invest in high-quality Indian companies with strong competitive positions, capable management teams and good long-term growth potential.
Supported by over 30 years of experience investing across Asia and extensive local research capabilities, we take a disciplined approach, focusing on individual company characteristics rather than simply following the market. We build a focused portfolio of our strongest ideas, rather than simply tracking an index.
We also engage actively with the companies in which we invest, encouraging strong governance, responsible business practices and sustainable long-term value for shareholders.
Why now?
We believe India remains one of the most compelling long-term growth opportunities in global markets.
Company profits are expected to continue growing, supported by favourable demographics, increasing consumption, ongoing investment and long-term economic reform.
Following a period of strong market performance, share prices are now more reasonably priced, providing an opportunity to invest in India's long-term growth potential at a more attractive entry point.
Combined with strong domestic demand and relatively low levels of overseas ownership, we believe the outlook for Indian equities remains positive
Where are we finding the best opportunities?
Aspiration
Rising affluence in India is leading to fast-growing premium consumption in areas including financial services, autos, food, and personal care.
Financialisation
Digitalisation is enabling the delivery of financial services to India's under-served mass market and driving participation in capital markets.
Building India
Urbanisation and the current boom in infrastructure development is benefitting property developers, materials producers and industrial/utilities stocks.
Healthcare
Rising disposable income as well as an increase in chronic diseases are driving demand for preventative and premium quality healthcare.
Digitalisation
India's digital public infrastructure and biometric universal ID system has created the backbone for digitalisation of services. More and more internet companies and fintech businesses are now coming to the market.
Energy Transition and Security
Policymakers are committing to a greener and lower carbon future. In our view, plays on renewable and cleaner energy, related infrastructure, and environmental management have a bright future.
Financial Highlights and Performance
Financial Highlights
|
31 March 2026 |
31 March 2025 |
% change |
|
|
Share price |
640.00p |
756.00p |
-15.3 |
|
Net asset value per Ordinary shareA |
707.61p |
889.34p |
-20.4 |
|
Discount to net asset valueA |
9.6% |
15.0% |
|
|
Equity shareholders' funds (net assets) |
£311,010,000 |
£425,599,000 |
-26.9 |
|
Market capitalisation |
£281,292,000 |
£361,790,000 |
-22.2 |
|
Net gearingA |
1.5% |
3.9% |
|
|
Total (loss)/return per share |
(184.74p) |
62.69p |
|
|
Operating costs |
|||
|
Ongoing charges ratioA |
0.97% |
0.95% |
|
|
A Considered to be an Alternative Performance Measure. |
|||
Performance (total return, in Sterling terms)
|
1 year |
3 year |
4 year |
5 year |
10 year |
|
|
% return |
% return |
% return |
% return |
% return |
|
|
Share priceA |
-15.3 |
+25.0 |
+13.9 |
+18.1 |
+104.8 |
|
Net asset value per Ordinary shareA |
-20.4 |
+10.3 |
+1.5 |
+12.9 |
+95.8 |
|
Adjusted net asset value per Ordinary shareAB |
-20.3 |
+17.4 |
+7.4 |
N/A |
N/A |
|
MSCI India Index (sterling adjusted) |
-13.9 |
+16.5 |
+9.6 |
+35.8 |
+141.1 |
|
A Considered to be an Alternative Performance Measure. |
|||||
|
B The NAV adjustment is made because the Company's benchmark, the MSCI India Index, does not take account of the Indian Capital Gains Tax suffered by the Company. This measure is also used for the performance related tender, as discussed in the Chairman's Statement. |
|||||
|
Source: Aberdeen plc, Morningstar & Lipper. |
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STRATEGIC REPORT
Chairman's Statement
Dear Shareholder
Following a positive performance for your Company in the prior year, the year ended 31 March 2026 witnessed a significant reversal of fortunes as growth slowed in India, the rupee fell and market earnings multiples contracted.
The Adjusted Net Asset Value per share declined by 20.3% in sterling terms, compared with a sterling-adjusted decrease of 13.9% in the MSCI India Index (the "Benchmark") while the share price fell by 15.3% over the year. The 13.4% decline of the rupee against the pound had a big impact.
I am pleased to report that the discount to NAV narrowed materially, from 15.0% at the end of March 2025 to 9.6% at 31 March 2026.
We should view these results in their wider context. Your Company's performance was not an isolated shortfall within an otherwise buoyant market:
· in the five years to 31 March 2025, Indian equities delivered positive double digit returns that were, at one point, among the best in emerging markets globally;
· that phase came to a close in the year under review, as a confluence of short-term factors unsettled investor confidence amidst heightened volatility. This included uncertainty surrounding US tariffs, a slowing of economic and earnings growth momentum, and sustained selling pressure from foreign institutional investors;
· market conditions showed early signs of improvement at the start of 2026, reinforced by what appeared to be a long-awaited breakthrough in US-India trade negotiations announced in early February. At the
time of writing, however, that agreement remains unsigned as a subsequent ruling by the US Supreme Court against the tariff measures has reopened the possibility of fresh negotiations;
· market attention has since shifted to the conflict between the US and Iran. For India, a net importer of crude oil and liquified natural gas, the closure of the Strait of Hormuz presented a significant challenge. The situation appears to be easing at the time of writing but uncertainty persists.
The Investment Manager addresses these issues in greater detail in their report. The portfolio has been proactively adjusted to mitigate the downside risks. We continue to believe your Company is well placed to benefit as conditions stabilise and India's long-term structural growth drivers reassert themselves.
Your Board is working for you
Your Board is acutely aware of the importance of delivering for our shareholders. Examples of our actions are below:
We introduced a five-year performance-related conditional tender offer mechanism in 2022
· if the Company's Adjusted NAV total return underperforms the Benchmark total return over the five-year period from 1 April 2022 to 31 March 2027, you will be offered the opportunity to realise up to 25% of your 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 ensure a like-for-like comparison with the Benchmark;
· for the four years ended 31 March 2026, the Adjusted NAV has delivered a total return of 7.4%, compared with a total return of 9.6% for the Benchmark.
We monitor the discount of the Ordinary share price to the NAV per Ordinary share and we buy back shares when we believe that doing so is in your best interest, taking into account the overall size of the Company
· during the year, your Company bought back 3.9 million (2025 - 4.3 million) Ordinary shares - this enhanced our NAV per share by 0.74%.
We work closely with our Investment Manager to market your Company
· Our Manager arranges numerous promotional activities and investor meetings throughout the year; and
· we are delighted that Francesca Ecsery has joined our Board, bringing with her a wealth of marketing experience.
We authorise an appropriate level of gearing
· we believe that employing a modest level of gearing through the cycle contributes to returns and differentiates your Company from our competitors.
We monitor your Company's investment policy and change it if necessary
· we amended the investment policy, further details of which may be found below.
We believe that the above actions taken by your Board have contributed to the material narrowing of the discount over the year from 15.0% to 9.6%.
Gearing and New loan facility
On 19 June 2025, the Company entered into a new, three-year, £30 million secured revolving credit facility with BNP Paribas SA, London Branch at an interest rate which represented a considerable saving compared to that charged on the expiring facility.
As at 31 March 2026, £12.5 million (2025 - £19.5m) had been drawn from the £30m bank loan provided by BNP Paribas SA, London Branch, which resulted in net gearing of 1.5% (2025 - 3.9%). The Board and Manager are conscious of the interest cost of gearing and the level of gearing is kept under regular review proactively, with the amount of borrowing reduced over the year.
Investment policy change
On 25 September 2025, your Board announced a revision to the Company's investment policy. The limit for exposure to an individual investee company has now been increased to the higher of (i) 10% of your Company's net assets and (ii) the investee company's Benchmark weighting plus 3.5% (previously 2%), as measured at the time of investment. The overall cap of 20% per individual holding remains unchanged. This change enables your Investment Manager to better reflect their conviction in certain portfolio holdings, thereby improving portfolio construction to enhance the long-term returns of your Company.
Board
The Board announced on 22 October 2025, with great sadness, that Rebecca Donaldson, an Independent Non-Executive Director of the Company, had died after a short illness. Rebecca made a substantial contribution to the working of the Board which will stand the Company in good stead in the future. The Board has lost a gifted colleague.
Following a search for a new Non-Executive Director, the Board announced, on 1 April 2026, the appointment of Francesca Ecsery. Francesca brings to the Board over 30 years' experience working in both blue-chip companies and start-ups and has special expertise in multiplatform consumer marketing, branding and commercial strategies.
The thanks of the Board go to Michael Hughes, who retired as Chairman of the Board and as a Director of the Company on 31 March 2026. Alongside my appointment as Chairman, on 1 April 2026, in succession to Michael Hughes, Andrew Robson was appointed Senior Independent Director while Irina Miklavchich was appointed Chair of the Management Engagement Committee.
Change of Name of the Company
On 28 November 2025, the Company changed its name to Aberdeen New India Investment Trust PLC in order to be consistent with the branding of the Manager's parent company, Aberdeen.
Annual General Meeting
The Company's AGM will be held in the offices of Aberdeen Group plc at 18 Bishops Square, London E1 6EG at 12.30pm on Tuesday 22 September 2026. The AGM provides shareholders with an opportunity to ask any questions that they may have of either the Board or the Investment Manager.
The Directors look forward to meeting as many of you as possible at the AGM and at the lunch which will follow it. 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@aberdeenplc.com
Articles of Association
The Notice of AGM includes special resolution 12 which seeks the approval of shareholders for the Company to adopt updated Articles of Association. Further information on the proposed changes is set out in the Directors' Report.
Online Shareholder Presentation
In order to encourage and promote interaction and engagement with the Company's shareholders, the Company is holding an interactive Online Shareholder Presentation (the "Presentation") at 11.00am on 9 September 2026, 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 before the AGM in order to allow shareholders to submit their proxy votes prior to the meeting, after hearing an update on the portfolio and performance. Further information on how to register for the Presentation may be found on the Company's website.
Outlook
While India's long-term structural growth story remains intact, the near-term outlook has become more uncertain, not least as a result of the conflict in the Middle East. Higher energy and gas prices weigh on India's import bill and place pressure on the rupee, while any prolonged disruption to supply could have broader implications for economic growth in the coming quarters. Much will depend on the current diplomatic talks and duration of this uncertainty, and the risk of renewed hostilities.
Looking beyond the immediate challenges, India's structural advantages remain compelling. Favourable demographics, ongoing policy reform, rising aspirational consumption, infrastructure development and urbanisation, accelerating digital adoption, and progress in energy transition all support our continued confidence in India's growth story.
Your Company's portfolio remains firmly aligned with these long-term drivers. With quality at the core of the investment strategy, the Board retains confidence in the Investment Manager's ability to deliver sustainable returns for shareholders over the long term.
David Simpson
Chairman
17 June 2026
Investment Manager's Report
It has been a challenging period for Indian equities, shaped by a combination of domestic factors, trade-related uncertainty, and, more recently, the conflict between the United States and Iran, which has driven commodity prices higher.
Against this backdrop, performance was disappointing. Over the year ended 31 March 2026, the Company's Adjusted NAV declined by 20.3% in sterling terms, underperforming the MSCI India Index's return (the "Benchmark") of -13.9% (both figures in total return terms). This followed strong absolute and relative performance in the prior year.
The decline in NAV over the year was mainly driven by a broad market fall in share valuations and weakness in the Indian rupee, the first of which had a larger impact on the Company than on the Benchmark. This partly reflects the portfolio's focus on higher-quality companies that tend to trade on higher valuations, but which we believe are supported by strong long-term growth potential. In addition, the depreciation of the rupee against sterling further reduced returns for UK-based investors. Offsetting this to some extent, the portfolio delivered relatively stronger earnings growth than the Benchmark over the period.
Market review
As noted by the Chairman, India's strong post-pandemic performance moderated in 2025 amid a combination of external and domestic pressures. Globally, trade tensions escalated after the US imposed reciprocal tariffs on major trading partners. India was initially insulated, with key exports such as IT services excluded, but subsequently tariffs of up to 50% were imposed on a broad range of Indian goods. Negotiations on a trade deal only reached a breakthrough in early February 2026, which prolonged the uncertainty weighing on the equity market and contributed to sustained foreign institutional outflows.
Market sentiment improved towards the latter part of the year under review, supported by better-than-expected earnings and strengthening macroeconomic indicators. This recovery was interrupted by the escalation of the conflict in the Middle East, which triggered supply-chain disruptions and a sharp rise in oil and gas prices, placing fresh pressure on global risk assets. A prolonged conflict risks higher inflation, margin compression and renewed earnings downgrades, with weaker consumption and rising fiscal challenges weighing on growth.
Domestically, India's FY2027 budget emphasised fiscal consolidation and more conservative revenue assumptions, alongside a rebalancing of capital expenditure towards future growth sectors. The government's budgeted spending growth remains broadly in line with nominal GDP growth. Along with supportive monetary policy, these measures could support a recovery in earnings growth over the medium term, notwithstanding the ongoing geopolitical and macroeconomic uncertainties.
Headline inflation rose in February and March 2026, driven largely by food prices. While the initial impact of the Iran conflict appeared contained, inflationary pressures are expected to build in the near term, with the Reserve Bank of India ("RBI") continuing to intervene to smooth excessive currency volatility. To that point, it is worth noting that inflation in India in recent quarters has been at historically low levels, noticeably below the RBI's medium term 4% target.
Performance overview
Underperformance was driven primarily by the portfolio's exposure to cyclical sectors, the allocation to small and mid-cap stocks, and stock selection within healthcare, alongside not owning certain large Benchmark constituents that delivered strong returns. In addition, Quality as an investment style was out of favour during the period, while recent portfolio initiations did not contribute meaningfully to alpha.
Energy was the largest detractor. The Company's off-benchmark holdings in Aegis Logistics and Aegis Vopak Terminals weighed on performance. Aegis Vopak, in particular, declined towards the end of the year amid concerns over near-term LPG supply disruptions linked to the US-Iran conflict. Not holding Oil & Natural Gas Corporation and Coal India also weighed on relative returns as investors rotated into energy and domestic commodity producers; we continue to review the portfolio's oil and gas exposure.
Not holding index bellwether Reliance Industries further detracted as its refining margins expanded sharply, particularly in March 2026, following heightened geopolitical tensions. We do not invest in Reliance or its subsidiaries, currently, due to ongoing concerns around corporate governance and capital allocation.
Stock selection effects in the financials sector, where the portfolio has the largest aggregate weight, detracted, specifically within banks and financial services. HDFC Bank shares declined despite reporting earnings results that beat the market's expectations. Investors, instead, focused on the bank's elevated loan-deposit ratio and growth concerns. The shares weakened further due to the bank chairman's abrupt resignation. We engaged HDFC Bank's management to obtain clarifications and continue to monitor developments. ICICI Bank faced a near-term overhang around potential succession (see case study). These were partly offset by Kotak Mahindra Bank and Karur Vysya Bank.
KFin Technologies, a registrar and transfer agency, is seen as a proxy to the rise of the broader Indian stock market. It detracted as domestic mutual fund activity slowed. Among the insurers, SBI Life Insurance outperformed as its total annual premium equivalent materially improved year-on-year, supporting the outlook on the value of new business growth and margin.
Travel-related names in the consumer discretionary sector underperformed, notably MakeMyTrip and Indian Hotels. MakeMyTrip came under pressure amid concerns over domestic air travel disruption affecting passenger volumes, with sentiment weakening further on worries about softer travel demand and second-order impacts from the Iran conflict. Indian Hotels also pulled back on similar concerns. In response, we reduced exposure to both companies. This was partly offset by contributions from consumer durables holdings in LG Electronics India and Titan.
Within autos, Mahindra & Mahindra (see the case study) delivered strong results across its automotive and tractor businesses, while auto ancillary player Uno Minda reported growth ahead of industry trends, albeit with some moderation in momentum. The autos sector remains well positioned to benefit from India's goods and services tax reforms, , income tax restructuring and prospective interest rate cuts.
Stock selection, together with an underweight position in consumer staples, contributed positively as the sector came under pressure amid weaker rural demand and subdued volume growth, underperforming further towards the end of the period as investors rotated into energy and commodities.
The portfolio's healthcare exposure delivered mixed outcomes. JB Chemicals and Pharmaceuticals and Sai Life Sciences performed well, benefitting from the sector's relatively lower sensitivity to higher energy prices. This was partly offset by weaker performance from Concord Biotech, where export shipments remained subdued, and from Global Health (Medanta) and the off-benchmark holding in Vijaya Diagnostic Centre.
Cables and wires manufacturer KEI Industries was the top stock contributor over the year under review, recovering strongly following an earnings beat and improving growth visibility.
Portfolio activity
Overall, we have taken proactive steps to reposition the portfolio to better insulate it against downside risks through this period of slower growth and market volatility. We reduced exposure to capital-market-linked and industrial companies, where cost pressures or supply disruptions could emerge, and reinvested the proceeds in more defensive holdings.
Within the consumer space, we introduced fashion and lifestyle retailer Trent and fast-moving consumer goods giant Marico and participated in LG Electronics India's IPO.
We adjusted the portfolio's mix of financials exposures by reintroducing Kotak Mahindra Bank, funded by exiting Axis Bank, and initiated Karur Vysya Bank, a regional lender with strong asset quality. Among non-bank lenders, we exited Aptus Value Housing Finance and added Bajaj Finance, a retail-focused NBFC with superior execution and risk discipline. We also added Multi Commodity Exchange, the largest commodity derivatives exchange in India, and Central Depository Services, a capital markets infrastructure company.
In capital goods, we exited ABB India, Apar Industries, and Havells India, and participated in the IPO of Siemens Energy India, which is well positioned to benefit from India's expanding power infrastructure needs. Aligned with this theme, we initiated IndiGrid Infrastructure Trust, India's first power-sector infrastructure investment trust with a portfolio that comprises acquisitions and greenfield projects as well as renewable power generation and storage.
Within materials, we added Time Technoplast, the world's largest manufacturer of large-size plastic drums with over half of the market share in India. We also participated in the IPO of Aegis Vopak Terminals, the largest Indian third-party owner and operator of tank storage terminals for LPG and liquid products, in terms of storage capacity. Further, we consolidated the portfolio's exposure to property sector by selling Godrej Properties.
In health care, we added Rainbow Children's Medicare, a leading multi-specialty paediatric and maternity care hospital chain as well as a re-initiation of hospital chain operator and diagnostic player, Fortis Healthcare, which we funded by exiting Poly Medicure. We also added Sai Life Sciences, one of the largest integrated players in India, whilst exiting Syngene International.
Performance has been below our expectations for the year under review but we remain confident in the portfolio's underlying strength and long-term quality, whilst being cognisant of the near-term challenges India is facing.
Outlook
In the near term, energy and supply-chain headwinds linked to the US-Iran conflict continue to pose risks given India's reliance on oil and LNG imports. Higher energy prices are pressuring both the current account and the currency and growth could be impacted should the conflict be prolonged.
Notwithstanding this, we remain positive on the longer term outlook for India. The country's multiple underlying structural growth drivers remain intact. Following the recent underperformance of the Indian market, company valuations have reset and the premium of India's stock market to other emerging markets has fallen back to its long term average.
From a portfolio standpoint, the Company continues to own high-quality stocks. While style rotation and market crosswinds have weighed on returns over the year, the underlying strength of the portfolio remains intact. As near-term headwinds eventually recede, we expect fundamentals to reassert themselves and for performance of quality as a style to improve.
James Thom and Rita Tahilramani
abrdn Asia Limited
Investment Manager
17 June 2026
Case Studies
ICICI Bank
ICICI Bank's roots hark back to 19551, when ICICI was set up with the World Bank's backing to help finance India's industrial ambitions. In 1994, ICICI launched a commercial banking subsidiary in ICICI Bank, and by 2002, it had completed a reverse merger with the parent entity to create the integrated bank of today. From those institutional beginnings, ICICI Bank has grown into India's largest private sector bank by assets, serving tens of millions of customers across retail, small and medium enterprise (SME) and corporate banking. Its branch network continues to expand, with more than 7,500 branches nationwide2.
As investors in India, we look for businesses where management quality, competitive positioning, environmental, social and governance (ESG credentials), and long-term growth drivers are aligned, and which are financially solid and operating in attractive and growing industries and sectors.
ICICI Bank fits this description well. Under MD and CEO Sandeep Bakhshi, who took charge in 2018, ICICI is now on a more solid footing than before. After addressing elevated non-performing assets and governance concerns, ICICI has refocused on growth that is calibrated for risk. The results speak for themselves: net income increased from 68 billion rupees in March 2018 to 501 billion rupees by March 2026 despite the pandemic, which represents a compound annual growth rate of 28% over that period. ICICIT also generates a healthy return on equity, with a 5-year average of 17%, and maintains a well-capitalised balance sheet with a capital adequacy ratio of 16%. Its gross non-performing assets also improved to 1.4% of total assets as of end-March 2026.
ICICI is a direct beneficiary of India's structural shift away from state-owned lenders towards efficient, technology-driven private banks. ICICI's loan book has been growing at around 16% year-on-year, driven by broad-based demand across retail, business banking and corporate segments. With a loan-to-deposit ratio that is the lowest among the large private sector banks, ICICI has ample room to grow further without straining its funding base. The composition of its funding is also robust with 39% of deposits coming from low cost, sticky retail current and savings accounts. Its liquidity coverage ratio is also strong at about 125% as of 31 March 2026.
What also sets ICICI apart is the quality of its broader franchise. Beyond banking, it has built a portfolio of well-run subsidiaries, including ICICI Prudential Life Insurance, ICICI Prudential Asset Management and ICICI Lombard General Insurance, which add diversified earnings streams and reinforce the ICICI's standing as one of India's leading financial services platforms.
On ESG, ICICI has committed to achieving net-zero emissions by 2070 and has introduced an internal carbon pricing mechanism to guide its investment decisions. It has channelled significant lending towards renewable energy projects and green infrastructure, and it has made meaningful progress on financial inclusion through its business correspondent network.
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1 ICICI Bank History: Milestones, Growth & Legacy |
Mahindra & Mahindra
Mahindra & Mahindra ("M&M") stands out as a solid industrial group that has delivered
steady returns across economic cycles. What began as a steel trading business seven decades ago has grown into a diversified global group with more than 324,000 employees in over 20 industries across 100-plus countries1.
What has impressed us most recently is M&M's ability to gain market share across its core businesses of tractors, sport utility vehicles (SUVs) and light commercial vehicles (LCVs).
M&M is the world's largest tractor manufacturer by volume, with domestic market share of 44% as of the third quarter of FY26. It achieved approximately 24% year-over-year growth in tractor volumes for FY26, significantly exceeding initial "low double-digit" guidance.
In the Indian passenger vehicle segment, M&M has repositioned itself as a premium SUV franchise, with models such as Thar, Scorpio N and XUV700 strengthening brand perception and driving sustained outperformance versus the domestic industry. M&M's SUV revenues and volumes are outpacing peers, supported by premiumisation and favourable mix.
M&M has also made a credible foray into electric vehicles (EVs). Early demand for its EV models such as XEV 9S and BE 6 has been strong, with margins improving as volumes scale and production-linked incentive benefits accrue. Looking ahead to FY27, EVs should become a more meaningful growth driver, supported by a new greenfield facility with annual capacity of around 500,000 units and a 10-year capex commitment of 150 billion rupees3.
As a result, M&M now ranks among the top one to two players by revenue share across SUVs, tractors, and LCVs, which is striking in terms of its leadership breadth.
The group's capital allocation discipline is also improving. Returns at listed subsidiaries such as Tech Mahindra and Mahindra & Mahindra Financial Services are recovering, with management focused on lifting returns on capital employed rather than growth at any cost. M&M's unlisted "growth gems" are also being structured to unlock value, with Mahindra Electric Automobile and Last Mile Mobility (LMM) bringing in strategic partners and laying out clearer paths to profitability.
As with Maruti Suzuki or Hyundai Motor India in earlier cycles, M&M is emerging as a consistent compounder on the back of better management execution and capital allocation and supported by its strong market position and focus on structurally growing areas like EVs.
On ESG, M&M has set ambitious sustainability targets, including carbon neutrality for Scope 1 and 2 emissions by 2040, 100% renewable energy usage and zero waste to landfill by 2030. It also supports rural livelihoods through initiatives such as Nanhi Kali and Project Kaabil, which focus on education, skilling and employability for women4.
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1 The Mahindra Group Official Website | Together We Rise |
Overview of Strategy
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.
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 Policy
The Company invests primarily in Indian equity securities.
Risk Diversification
The 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, 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 may invest up to 10% of its NAV in unquoted companies in aggregate, measured at the time of each investment.
The Company's portfolio will typically comprise in the region of 25 to 50 holdings but with due consideration given to spreading investment risk. No individual issuer is expected normally to represent a greater weight in the portfolio than the higher of (i) 10% of the Company's net assets or (ii) the individual issuer's weight in the MSCI India Index (in sterling terms) plus 2%, both as measured at the time of each investment, although there is a maximum permitted exposure to a single issuer of 20% of the Company's net assets at all times.
The Board announced, on 25 September 2025, a non-material change to the investment policy that will enable the Investment Manager to ensure that the weightings in the portfolio reflect their conviction in the underlying stocks following recent changes to the MSCI India Index constituents. The investment policy was amended to allow an increase in the permitted exposure to individual issuers relative to their respective weighting in the MSCI India Index which is measured at the time an investment is made. As amended, the percentage referred to (ii), above, was increased to "MSCI India Index (in sterling terms) plus 3%", previously 2%. The overarching single issuer limit of 20% of net assets for any single issuer remains unchanged.
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 even though, 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.
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 2026.
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 Key Performance Indicators ("KPIs"; see also Glossary), which are considered at each Board meeting and are unchanged compared to the prior year, are listed below. Changes in the KPIs over the year are described, where material, in the Chairman's Statement and Manager's Investment Report.
|
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 indicators of performance over time. The figures for this year and for the past three, four, five and ten years are set out above for the NAV return and share price total return. A graph showing NAV and share price total return performance against the Benchmark over the past five years is shown on page 30 of 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 shown on page 30 of 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 above. |
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, incorporating emerging risks, which include those that would threaten its business model, future performance and solvency. The principal risks and uncertainties, as well as 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 these are described in the table below, together with the trend (as compared to the previous year) and any mitigating actions.
The geo-political turmoil created by the Middle East conflict has resulted in the Board awarding a higher rating to Market Risk. Also, the risk of poor investment performance risk was deemed to have increased during the year due to the under-performance of the Company's Adjusted NAV against the Benchmark (both in total return terms) over the four years ended 31 March 2026, ahead of the 5-year conditional tender measurement period ending on 31 March 2027 (see the Chairman's Statement).
The Board identifies emerging risks if and when they become material. The Board considers the implications for the Company's investment portfolio of a changing climate and the rapid evolution of Artificial Intelligence to constitute emerging risks where the impact of each, either positive or negative, cannot be accurately evaluated.
In a development since the previous Annual Report it is noted that, in certain other investment trusts, activist investors with a large shareholding had taken advantage of lower shareholder turn-out at general meetings to pass resolutions which may not be in the best interests of shareholders as a whole.
Other than as set out above, the trend of each of the Company's principal risks and uncertainties (as illustrated in the table) has not changed materially since the date of the previous Annual Report.
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 (arising from climate change or otherwise) 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. Where there has been poor performance, the Board carefully reviews the reasons and then discusses with the Manager the steps being taken to address the under-performance. |
|
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. |
|
Single country risk (including currency) - 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 political, economic or social issues domestically or wider geo-political risk due to external factors, such as heightened geopolitical uncertainty resulting from the conflict in the Middle East. These events may lead to volatility and/or falls in equity markets, as well as 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 regularly, although the Company did not hedge its foreign currency exposure during the year. |
|
Supplier risk - the Company is dependent on the services provided by third parties, and in particular the Manager and Depositary. Failure by third parties to carry out their obligations to the Company, or reputational issues or inadequate succession arrangements, could disrupt the level of service provided. In particular, the 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. In addition, there is a risk of a cyber-attack on the Company's service providers which could affect its ability to transact, monitor performance and report to shareholders. There is also a risk of shareholder data held by the registrar being compromised. |
The Board reviews the overall performance of the Manager and all other key service providers on a regular basis. In particular, the Depositary, BNP Paribas SA, London Branch, 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. The Board monitors the cyber-security and business recovery policy of all its service providers. |
|
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 FCA UK 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. In particular, the calculation of Indian capital gains tax which may be due can be complex and is dependent on the interpretation of the legislation, which may result in an under- or over-provision being made. |
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. 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. The Indian capital gains tax provision is calculated by an independent third party and reviewed at least half-yearly by the Audit Committee. |
|
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. |
|
Unlisted securities - the Company may invest in unlisted securities, which may not be readily realisable, and may be more difficult to value in the absence of a quoted price. There may be less available information and less regulation in respect of disclosures and corporate governance. |
At 31 March 2026, there were no unlisted investments in the portfolio. The Manager is currently seeking the necessary regulatory permissions to make unlisted investments in India. Once obtained, the Manager will conduct appropriate due diligence in respect of any unlisted investments. Valuation will be assessed by an independent third party and reviewed at least half-yearly by the Audit Committee. |
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 Aberdeen on behalf of the range of investment companies under its management.
The Company's financial contribution to the programme is matched by Aberdeen, whose 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
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 2026, there were three male Directors and one female Director on the Board. Further to the retirement of Michael Hughes on 31 March 2026 and the appointment of Francesca Ecsery on 1 April 2026, there are two male Directors and two female Directors of the Company at the date of approval of this Report.
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 Manager's responsible investment policy is outlined on pages 96 and 97 of the published Annual Report.
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.
Task Force for Climate-related Financial Disclosures ("TCFD")
Under UKLR 11.4.22R, the Company, as a closed ended investment company, is exempt from complying with the Task Force on Climate-related Financial Disclosures ("TCFD").
Whilst TCFD is currently not applicable to the Company, the Manager has produced a product level report (the "Carbon Report") for the Company in accordance with the FCA's rules and guidance regarding the disclosure of climate-related financial information consistent with TCFD requirements (this is available on the Company' s website, within 'Key Documents', for the year ended 31 December 2025). These disclosures are intended to help meet the information needs of market participants, including institutional clients and consumers of financial products in relation to the climate-related impact and risks of the Manager's TCFD in-scope business.
Viability Statement
The Company does not have a fixed period strategic plan, but the Board formally considers 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 five years is an appropriate period over which to report. The Board considers that a five year period reflects the expected time horizon for an investment in the shares of the Company and also represents a balance between the Board's confidence in the long-term viability of the Company and the inherent uncertainties of looking out further than five 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 five 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 historic market scenarios;
- principal risks and uncertainties detailed above and the steps taken to mitigate these. The Directors consider the most significant risks, for assessing the longer term viability of the Company, are any period of extended poor performance, the level of the discount and the geopolitical risks inherent in investing in a single emerging market country;
- the implications of the conditional performance related tender, based on the Company's Adjusted NAV performance relative to the Benchmark for the five years ended 31 March 2027, noting that the performance in the four years ended 31 March 2026 was behind the Benchmark;
- the implications of the ordinary resolution, to be put to shareholders at the AGM in 2027, regarding the continuation of the Company;
- a significant proportion of the expenses are proportional to the Company's NAV or market capitalisation and will reduce if these fall;
- the Directors regularly review the Company's level of gearing, including 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 bank 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 June 2028 of the Company's three-year £30m loan with BNP Paribas SA, London Branch, 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.
Duration
The Company does not have a fixed life but, under the Articles of Association, an ordinary resolution to continue the Company is put to shareholders every five years, which will next occur at the AGM in 2027.
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.
David Simpson
Chairman
17 June 2026
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 comprised between four and five 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. Further information on the Manager's responsible investment policy may be found at: https://www.aberdeenplc.com/en-gb/corporate-sustainability
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 |
The Company's 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. 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. The Board encourages as many shareholders as possible to attend the Company's Annual General Meeting and to provide feedback on the Company. In addition to the Annual General Meeting, as in previous years, the Company is holding an online shareholder presentation at which shareholders will receive updates from the Chairman and Investment Manager, followed by an interactive question and answer session. Further details are provided in the Chairman's Statement. |
|
Manager (and Investment 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 Investment Manager reports to the Board on a quarterly basis on stewardship (including voting) issues. Through engagement and exercising voting rights, the Investment Manager actively works with portfolio companies to improve corporate standards, transparency and accountability, and report thereon to |
|
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 the Company's lenders, ensuring compliance with the relevant loan covenants and arranging for regular updates for lenders 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 sustainable considerations into its research and analysis as part of the investment decision-making process. |
Specific Examples of Stakeholder Consideration During the Year
While the importance of giving due consideration to the Company's stakeholders is not new, in the context of pursuing the long-term success of the Company, and forms part of every Board decision, the Directors were particularly mindful of stakeholder considerations during the following discussions undertaken during the year ended 31 March 2026.
|
Background to Decision |
Action |
|
Discount monitoring and share buybacks The Board continued to review trading in the Company's shares with the aim of reducing share price volatility in normal market conditions so that the discount or premium to NAV does not become excessive |
During the year the Company bought back 3.9 million shares (2025: 4.3 million), providing a small accretion to the NAV per share and a degree of liquidity to the market. The Board is pleased to note that the discount reduced from 15.0% to 9.6% over the year. |
|
Board composition and responsibilities The Board consider that shareholders' interests are best served by ensuring, where possible, a smooth and orderly refreshment of the Board over time, including reallocation of Directors' responsibilities |
As part of the Board's long-term succession plan, the Company announced in the previous Annual Report that Michael Hughes had agreed to remain a Director, and Chairman of the Company, until 31 March 2026, following which David Simpson would be appointed Chairman. Further to the death of Rebecca Donaldson in October 2025, the Board conducted a comprehensive search for a new Director, facilitated by an independent consultancy, after undertaking a review of the collective skills and experience of the remaining Directors. This exercise culminated in the appointment of Francesa Ecsery as an independent non-executive director with effect from 1 April 2026. |
|
Replacement of debt provider The Board continues to review its service providers to identity cost savings which will assist in reducing the Company's ongoing charges. |
In June 2025, the Board negotiated a new £30m loan facility at a considerably lower rate of interest than was available from the existing provider. |
|
Shareholder engagement and communication The Board seeks regular engagement with the Company's major shareholders and also prospective and current retail investors. |
The Company held an online shareholder presentation on 16 September 2025 to encourage and promote interaction and engagement with the Company's shareholders. During the presentation, shareholders received updates from the Chairman and Investment Manager and were then able to participate in an interactive question and answer session. As explained in the Chairman's Statement, the Board is holding an Online Shareholder Presentation at 11.00am on 9 September 2026. This is being held ahead of the AGM in order to allow shareholders to submit their proxy votes at least two business days prior to the AGM after receiving an update on portfolio performance and the outlook for Indian equities. |
Performance
Ten Year Financial Record
|
Year to 31 March |
2017 |
2018 |
2019 |
2020 |
2021 |
2022 |
2023 |
2024 |
2025 |
2026 |
|
Total income (£'000) |
3,104 |
3,318 |
3,602 |
5,185 |
4,517 |
5,059 |
6,123 |
4,903 |
4,808 |
3,997 |
|
Per share (p) |
||||||||||
|
Net revenue (loss)/return |
(0.28) |
(0.71) |
(0.35) |
2.08 |
0.19 |
(0.28) |
(0.59) |
(3.77) |
(4.24) |
(3.36) |
|
DividendsA |
N/A |
N/A |
N/A |
1.00 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
Total return/(loss) |
125.81 |
2.12 |
41.90 |
(120.34) |
216.25 |
69.64 |
(60.00) |
168.85 |
62.69 |
(184.74) |
|
Net asset value per share (p) |
||||||||||
|
Basic |
487.88 |
490.00 |
531.90 |
411.41 |
627.05 |
697.30 |
641.32 |
819.56 |
889.34 |
707.61 |
|
Shareholders' funds (£'000) |
288,190 |
289,444 |
314,196 |
241,583 |
366,106 |
403,995 |
357,919 |
427,054 |
425,599 |
311,010 |
|
A 2020 dividend represents 0.22p per share paid from revenue reserves and 0.78p per share paid from capital reserves. |
||||||||||
Ten Largest Investments
As at 31 March 2026
| 8.8% |
ICICI Bank |
|
8.7% |
HDFC Bank |
|
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. |
|
HDFC Bank is India's leading private sector bank that now has a complete suite of retail banking products after the merger with HDFC, India's leading provider of mortgage finance. The bank has solid underwriting standards and a progressive digital stance, further strengthening its competitive edge. |
||
|
|
|
|
|
|
|
7.1% |
Bharti Airtel |
|
5.6% |
Mahindra & Mahindra |
|
Bharti Airtel remains the leading telecom service provider with a pan-India reach and sophisticated customer base with higher average mobile spending. |
|
With two main operating divisions, autos and farm equipment, Mahindra & Mahindra is expected to enjoy the benefits of a strong SUV model cycle, new line-up of electric vehicles and capital allocation improvement from the group level. |
||
|
|
|
|
|
|
|
4.3% |
SBI Life Insurance |
|
3.3% |
Power Grid Corporation of India |
|
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 brand. |
|
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. |
||
|
|
|
|
|
|
|
3.0% |
J.B. Chemicals & Pharmaceuticals |
|
3.0% |
Infosys |
|
One of the top pharmaceutical companies in India by sales, with a strong business manufacturing for other companies. The company has an attractive financial profile, an experienced and capable management team, and is pursuing multiple growth opportunities on which it is executing well. |
|
One of India's best software developers, it continues to impress with its strong management, solid balance sheet and sustainable business model. |
||
|
|
|
|
|
|
|
2.8% |
Bajaj Finance |
|
2.7% |
Hindalco Industries |
|
High quality retail-focused non-banking financial company ("NBFC") that has been delivering superior returns and growth to most NBFCs and banks. It has one of the best franchises amongst the diversified NBFCs with its industry-leading scale, moat in its strong customer acquisition engine, and a reputable management team that has so far executed commendably. |
|
Vertically integrated, low-cost aluminium and copper play, with a larger focus on downstream and with a high proportion of recycling capability keeping costs low. As a global leader in auto and can sheets, this makes the company a clear beneficiary of rising trends of lighter automotive weights to enable EVs and better fuel emissions, and a greater push for the use of recyclable materials in consumables the beverage industry. |
||
Portfolio
As at 31 March 2026 |
|||
|
Valuation |
Total assetsAB |
||
|
2026 |
2026 |
||
|
Company |
Industry |
£'000 |
% |
|
ICICI Bank |
Financials |
28,592 |
8.8 |
|
HDFC BankA |
Financials |
27,973 |
8.7 |
|
Bharti Airtel |
Communication Services |
22,894 |
7.1 |
|
Mahindra & Mahindra |
Consumer Discretionary |
17,980 |
5.6 |
|
SBI Life Insurance |
Financials |
13,827 |
4.3 |
|
Power Grid Corporation of India |
Utilities |
10,815 |
3.3 |
|
J.B. Chemicals & Pharmaceuticals |
Health Care |
9,805 |
3.0 |
|
Infosys |
Information Technology |
9,740 |
3.0 |
|
Bajaj Finance |
Financials |
9,055 |
2.8 |
|
Hindalco Industries |
Materials |
8,854 |
2.7 |
|
Ten largest investments |
159,535 |
49.3 |
|
|
Indian Hotels |
Consumer Discretionary |
8,655 |
2.7 |
|
Ultra Tech Cement |
Materials |
8,546 |
2.6 |
|
Titan Co |
Consumer Discretionary |
8,221 |
2.5 |
|
Aegis Logistics |
Energy |
7,680 |
2.4 |
|
KEI Industries |
Industrials |
7,299 |
2.3 |
|
UNO Minda |
Consumer Discretionary |
6,807 |
2.1 |
|
Pidilite Industries |
Materials |
6,765 |
2.1 |
|
Siemens |
Industrials |
6,604 |
2.1 |
|
Karur Vysya Bank Ltd |
Financials |
6,562 |
2.0 |
|
Phoenix Mills |
Real Estate |
6,470 |
2.0 |
|
Top twenty investments |
233,144 |
72.1 |
|
|
Vijaya Diagnostic Centre |
Health Care |
5,822 |
1.8 |
|
Tata Consumer Products |
Consumer Staples |
4,960 |
1.6 |
|
Hindustan Unilever |
Consumer Staples |
4,783 |
1.5 |
|
Aegis Vopak Terminals |
Energy |
4,697 |
1.4 |
|
Cholamandalam Investment and Finance |
Financials |
4,644 |
1.4 |
|
Siemens Energy |
Industrials |
4,550 |
1.4 |
|
Tata Consultancy Services |
Information Technology |
4,201 |
1.3 |
|
Marico |
Consumer Staples |
3,958 |
1.2 |
|
Bharti Hexacom |
Communication Services |
3,953 |
1.2 |
|
KFIN Technologies |
Financials |
3,923 |
1.2 |
|
Top thirty investments |
278,635 |
86.1 |
|
|
Coforge Ltd |
Information Technology |
3,859 |
1.2 |
|
Kotak Mahindra Bank |
Financials |
3,710 |
1.2 |
|
Sai Life Sciences |
Health Care |
3,576 |
1.1 |
|
PB Fintech |
Financials |
3,551 |
1.1 |
|
Trent |
Consumer Discretionary |
3,406 |
1.1 |
|
Fortis Healthcare |
Health Care |
3,359 |
1.0 |
|
Time Technoplast |
Materials |
3,290 |
1.0 |
|
Multi Commodity Exchange of India |
Financials |
3,278 |
1.0 |
|
Concord Biotech |
Health Care |
3,198 |
1.0 |
|
IndiGrid Infrastructure Trust |
Utilities |
3,036 |
0.9 |
|
Top forty investments |
312,898 |
96.7 |
|
|
Brigade Enterprises |
Real Estate |
3,015 |
1.0 |
|
Rainbow Children's Medicare |
Health Care |
2,391 |
0.8 |
|
Coromandel International |
Materials |
2,363 |
0.7 |
|
Central Depository Services |
Financials |
1,649 |
0.5 |
|
LG Electronics India |
Consumer Discretionary |
1,352 |
0.4 |
|
Global Health Ltd/India |
Health Care |
987 |
0.3 |
|
Total investments |
324,655 |
100.4 |
|
|
Net liabilitiesB |
(1,190) |
(0.4) |
|
|
Total assetsBC |
323,465 |
100.0 |
|
|
A Comprises equity and listed or tradeable American Depositary Shares ("ADS") holdings. |
|||
|
B Excluding loan balances. |
|||
|
C Including net liabilities and deferred tax liability on Indian capital gains. |
|||
|
Unless otherwise stated, investments are in common stock. |
|||
Sector Analysis
Sector AllocationAs at 31 March 2026 |
Percentage |
|
Financials |
32.9 |
|
Consumer Discretionary |
14.3 |
|
Materials |
9.2 |
|
Health Care |
9.0 |
|
Communication Services |
8.2 |
|
Industrials |
5.7 |
|
Information Technology |
5.5 |
|
Utilities |
4.3 |
|
Consumer Staples |
4.2 |
|
Energy |
3.8 |
|
Real estate |
2.9 |
|
|
100.0 |
Directors' Report
The Directors present their Report and the audited Financial Statements of the Company for the year ended 31 March 2026, taking account of any events between the year end and the date of approval of this Report.
Change of Name
On 28 November 2025, the Company changed its name to Aberdeen New India Investment Trust PLC which the Board considered to be more consistent with the branding of the Manager's parent company, Aberdeen Group plc.
Results
The Company's results, including its performance for the year against its Key Performance Indicators ("KPIs"), may be found in the Strategic Report.
Investment Trust Status and ISA Compliance
The Company is registered as a public limited company in England & Wales under registration number 02902424.
With effect from 1 April 2012, the Company was accepted by HM Revenue & Customs as an investment trust 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 period from 1 April 2012.
The Company is a member of the Association of Investment Companies.
Individual Savings Accounts
The Company has conducted its affairs so as to satisfy the requirements as a qualifying security for the stocks and shares component of an Individual Savings Account ("ISA").
Capital Structure and Voting Rights
The Company's capital structure is summarised in note 14. At 31 March 2026, the Company's issued share capital consisted of 43,951,929 Ordinary shares (2025 - 47,855,793 Ordinary shares) with voting rights, each share holding one voting right in the event of a poll, and an additional 15,118,211 (2025 - 11,214,347) Ordinary shares in treasury, with no voting rights or entitlement to receive dividends.
During the year ended 31 March 2026, the Company bought back into treasury 3,903,864 (2025 - 4,252,117) Ordinary shares. This was equivalent to 8.2% of the Company's issued share capital (excluding treasury shares) at 1 April 2025 (2025 - 8.2%).
Between 1 April 2026 and 16 June 2026, an additional 735,562 Ordinary shares were bought back resulting in the Company's issued share capital consisting of 43,216,367 Ordinary shares with voting rights and an additional 15,853,773 shares in treasury as at the date of this Report.
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.
With effect from 1 April 2025, under the management agreement ("MA"), annual investment management fees are calculated at 0.8% in respect of the first £300 million of the Company's market capitalisation and at 0.6% in respect of the Company's market capitalisation in excess of £300 million. The Company also pays, effective from 1 April 2025, an annual secretarial and fund administration fee of £45,000, plus applicable VAT, which will increase each year in line with inflation. From 1 April 2026, this fee will be £46,485, plus applicable VAT.
Until 31 March 2025, annual investment management fees were calculated on the same percentage rates as above, but as a proportion of the Company's net assets.
There is a rebate for any fees received in respect of any investments by the Company in investment vehicles managed by Aberdeen. 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 the Manager during the year ended 31 March 2026 are disclosed in Notes 4, 5 and 21 to the Financial Statements. The investment management fees are chargeable 100% to revenue.
Matters Reserved for the Board
The Board has a schedule of matters reserved to it for decision and the requirement for Board approval on these matters is communicated directly to the senior staff of the Manager. Such matters include strategy and policies on gearing and treasury. Full and timely information is provided to the Board to enable the Directors to function effectively and to discharge their responsibilities.
Directors
At 31 March 2026, the Board consisted of a non-executive Chairman and three non-executive Directors. Rebecca Donaldson served as a Director until her death on 19 October 2025. Michael Hughes retired as Chairman of the Board and as a Director on 31 March 2026. Francesca Ecsery was appointed a Director on 1 April 2026.
The Chairman of the Audit Committee was Andrew Robson. The Senior Independent Director was David Simpson until 31 March 2026. Andrew Robson was appointed Senior Independent Director on 1 April 2026. The Chair of the Management Engagement Committee was Rebecca Donaldson until 19 October 2025, followed by Michael Hughes until 31 March 2026. Irina Miklavchich was appointed Chair of the Management Engagement Committee on 1 April 2026.
Chairman and Senior Independent Director
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. The Senior Independent Director is also available to shareholders to discuss any concerns they may have.
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 discussions in respect of David Simpson's appointment as Chairman of the Board on 1 April 2026 were led by Andrew Robson as Chairman of the Audit Committee, further to David Simpson's role as Senior Independent Director at that time.
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.
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.
The Board has resolved that the Company's year end date is the most appropriate date for disclosure purposes. The information in the table below 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.
The Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. The Board recognises the importance of diversity, including ethnic diversity, in contributing to effective Board composition and decision-making. As described in the notes to the below table, the Company does not meet the FCA's target of having at least one director from a minority ethnic background. This target is more challenging for a smaller Board, currently comprising four non-executive directors.
During the recent succession and recruitment process, the Board engaged external search consultants and gave careful consideration to a diverse range of candidates, including candidates from minority ethnic backgrounds. The appointment decision was ultimately made on the basis of the skills, experience and overall fit considered most complementary with the other Directors, to support the long-term interests of the Company and its shareholders at this stage of its development.
The Board remains committed to maintaining an inclusive and merit-based appointment process and will continue to consider diversity, alongside skills, experience and independence, in future succession planning and Board appointments.
Table for reporting on sex as at 31 March 2026
|
|
Number of Board members |
Percentage of the Board |
Number of senior positions on the Board (CEO, CFO, Chair and SID |
Number in executive management |
Percentage of executive management |
|
Men |
3 |
75% |
2 (note 3) |
n/a (note 3) |
n/a (note 3) |
|
Women |
1 |
25% (note 1) |
- |
||
|
Not specified/prefer not to say |
- |
- |
- |
Table for reporting on ethnic background as at 31 March 2026
|
|
Number of Board members |
Percentage of the Board |
Number of senior positions on the Board (CEO, CFO, Chair and SID |
Number in executive management |
Percentage of executive management |
|
White British or other White |
5 |
100% |
100% (note 3) |
n/a (note 3) |
n/a (note 3) |
|
Minority ethnic |
- |
0% (note 2) |
|
||
|
Not specified/prefer not to say |
- |
0% |
- |
||
|
1. From 1 April 2025 until the death of Rebecca Donaldson on 19 October 2025, the Company met the target that at least 40% of Directors are women as set out in FCA UKLR 6.6.6R (9)(a)(i); the Company did not meet the target between 19 October 2025 and 31 March 2026; the Company meets the target further to the appointment of Francesca Ecsery as a Director on 1 April 2026. 2. Does not meet the target that at least one Director is from a minority ethnic background as set out in FCA UKLR 6,6.6R (9)(a)(iii). 3. The Company is externally managed and does not employ any executive staff, specifically it has neither a CEO nor CFO. The Board adopts the view that the roles of Chairman of the Board, Senior Independent Director and Chairman of each of the Board Committees are senior board positions for these purposes. Rebecca Donaldson chaired the Management Engagement Committee until 19 October 2025 and the Board considers that, until that date, the Company met the target that at least one of the senior board positions is held by a woman. Thereafter, the Company meets the target further to the appointment of Irina Miklavchich as Chair of the Management Engagement Committee on 1 April 2026. |
|||||
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. The Manager 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.
Corporate Governance
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 January 2024 (the "UK Code"), which is available on the Financial Reporting Council's (the "FRC") website: frc.org.uk.
The Board has also considered the principles and provisions of the AIC Code of Corporate Governance as published in August 2024 (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 investment companies. The AIC Code is available on the AIC's website: theaic.co.uk. and includes an explanation of how the AIC Code adapts the principles and provisions set out in the UK Code to make them relevant for investment companies.
The 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 2026, the Company has complied with the provisions of the AIC Code and the relevant provisions of the UK Code except as set out below.
The UK Code includes provisions relating to -
- interaction with the workforce (provisions 2, 5 and 6);
- the role and responsibility of the chief executive (provisions 9 and 14);
- the composition of the Audit Committee (provision 24); 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 David Simpson was independent on appointment and continues to be independent;
- previous experience of the chair of the remuneration committee (provision 32); and
- executive directors' remuneration (provision 33 and provisions 36 to 40).
These provisions are not repeated in the AIC Code and the Board considers that they are not relevant to 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 other than as referenced above. Full details of the Company's compliance with the AIC Code can be found on its website.
The Board is conscious of the updated provisions in the UK Code (provision 29) and the AIC Code (provision 34), which are effective for accounting periods beginning on or after 1 January 2026, so first applicable for the Company's financial year starting on 1 April 2026. These provisions relate to the reporting on the Directors' monitoring and review of the Company's internal control framework and a declaration by the Directors of the effectiveness of the material controls at the balance sheet date. The Board intends for the Company to comply with these provisions during the current financial year and expects to include the required disclosures in the Annual Report for the year ended 31 March 2027.
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 below.
Management Engagement Committee
The Board has established a Management Engagement Committee comprising all of the Directors which, during the year, was chaired by Rebecca Donaldson until 19 October 2025 and by Michael Hughes thereafter, until 31 March 2026. Irina Miklavchich was appointed Chair of the Committee on 1 April 2026.
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 2025.
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.
Following a thorough review of performance for the year ended 31 March 2026, 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 Manager has the investment management, promotional and associated secretarial and administrative skills required for the effective and successful operation of the Company.
Nomination Committee
The Board has established a Nomination Committee, comprising all of the Directors, which was chaired by Michael Hughes during the year. 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 Committee considers the need for a regular externally evaluated Board evaluation.
In March 2026, the Board facilitated a self-assessment evaluation, the outcome of which was discussed by the Chairman with the other Directors. David Simpson, as the Senior Independent Director, provided feedback to the Chairman regarding his evaluation by the other Directors.
New Directors are selected on merit, and with due regard to the benefits of diversity on the Board, taking care to ensure, also, that appointees have sufficient time available to devote to the position. Every Director is entitled to receive appropriate training as deemed necessary.
In relation to the appointment of Francesca Ecsery as a Director, the Company engaged Tyzack Partners, an independent search agency with no other connection to the Company.
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.
Francesca Ecsery, being eligible, retires and offers herself for election as a Director of the Company. David Simpson, Andrew Robson and Irina Miklavchich, each being eligible, retire and offer themselves for individual re-election as Directors of the Company.
The Board as a whole, with the relevant Director abstaining, 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 Directors attended scheduled Board and Committee meetings during the year ended 31 March 2026 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 |
10 (10) |
3 (3) |
1 (1) |
3 (3) |
|
David Simpson |
9 (9) |
3 (3) |
1 (1) |
3 (3) |
|
Andrew Robson |
10 (10) |
3 (3) |
1 (1) |
3 (3) |
|
Rebecca Donaldson A |
6 (6) |
1 (1) |
- (-) |
1 (1) |
|
Irina Miklavchich |
9 (9) |
3 (3) |
1 (1) |
3 (3) |
|
A Deceased on 19 October 2025 |
||||
The Board considers that four Directors is appropriate for an investment trust, with due regard to limiting costs.
The Board has also adopted a policy that retirement of a Director at the AGM following the ninth anniversary of their appointment, unless in relation to exceptional circumstances, is an appropriate tenure for Board members.
The Board is recommending, at the next AGM, the election of Francesca Ecsery as a Director and the individual re-elections of David Simpson, Andrew Robson and Irina Miklavchich as Directors.
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.
Accountability and Audit
The responsibilities of the Directors and the Auditor, Deloitte LLP, in connection with the financial statements, appear on page 57 and pages 62 and 63, of the published Annual Report, respectively.
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 in the Strategic Report and the financial risks in Note 17 to the financial statements and have reviewed income forecasts detailing revenue and expenses for at least 12 months from the date of this Report. 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 advance of the expiry of the bank loan with Royal Bank of Scotland International Limited (London Branch) in August 2025, the Company commenced negotiations to refinance the borrowings. As a result, on 19 June 2025, the Company announced that it had entered into a three-year, £30 million revolving credit facility with BNP Paribas London Branch, of which £12.5 million was drawn down at 31 March 2026 (2025 - £19.5 million).
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, and to continue to meet its liabilities as they fall due for at least 12 months from the date of this Report.
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: https://www.aberdeenplc.com/en-gb/corporate-sustainability
Substantial Interests
The Company had been notified of the following share interests above 3% in the Company as at 31 March 2026:
|
Shareholder |
Number of shares held |
% held |
|
City of London Investment Management |
10,550,687 |
24.0 |
|
Lazard Asset Management LLC |
5,341,531 |
12.2 |
|
Clients of Interactive Investor (execution only) |
4,928,618 |
11.2 |
|
Clients of Hargreaves Lansdown (execution only) |
3,789,560 |
8.6 |
|
Clients of Aberdeen |
2,927,700 |
6.7 |
|
Allspring Global Investments |
1,847,325 |
4.2 |
|
Killik |
1,400,502 |
3.2 |
The above interests at 31 March 2026 were unchanged at the date of approval of this Report other than in relation to:
- Lazard Asset Management LLC, which advised the Company on 28 April 2026 of a holding of 4,891,148 shares, equivalent to 11.2% of the Company's shares in issue (excluding treasury shares);
- Clients of Aberdeen, which advised the Company on 7 May 2026 of a holding of 2,359,469 shares, equivalent to 5.4% of the Company's shares in issue (excluding treasury shares); and
- City of London Investment Management, which advised the Company on 22 May 2026 of a holding of 11,788,631 shares, equivalent to 27.1% 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, aberdeennewindia.co.uk. The Company responds to correspondence from shareholders on a wide range of issues (for contact details, please see Additional Shareholder Information).
The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of the Manager 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 22 September 2026 and the Notice of AGM and related notes may be found in the published Annual Report. Resolutions relating to the following items will be proposed at the AGM:
Share Repurchases (Resolution 9)
At the AGM held on 23 September 2025, shareholders approved the renewal of the authority for the Company to repurchase its Ordinary shares.
The principal aim of a share buyback 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 9 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 16 June 2026, being the nearest practicable date to the approval of this Report (equivalent to approximately 6.5 million Ordinary shares). Such authority will expire on the date of the AGM in 2027 or on 30 September 2027, 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 10 and 11)
Ordinary resolution 10 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 4.3 million Ordinary shares, of the Company's existing issued share capital, excluding treasury shares, as at 16 June 2026. Such authority will expire on the date of the AGM in 2027 or on 30 September 2027, 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 11 will, if passed, give the Directors power to allot for cash equity securities up to 10% (equivalent to approximately 4.3 million Ordinary shares), of the Company's existing issued share capital as at 16 June 2026, 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 10. This authority will expire on the date of the AGM in 2027 or on 30 September 2027, 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 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 11, 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.
The Directors intend to use the authorities given by resolutions 10 and 11 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.
Amendment to Articles of Association (Resolution 12)
Resolution 12, which will be proposed as a special resolution, seeks shareholder approval of the adoption by the Company of updated Articles of Association (the "New Articles"). The New Articles are being proposed to reflect developments in market practice, as well as aligning with laws and regulations that are applicable to the Company. Provided that resolution 12 is approved by shareholders at the Annual General Meeting, the following principal amendments will be made to the Company's Articles of Association, via the adoption of the New Articles:
- removing certain provisions in the Articles of Association which replicate or are inconsistent with the requirements of the Company under the Companies Act 2006;
- removing provisions in the Articles of Association relating to bearer warrants, as such warrants are no longer permitted to be issued as a matter of UK company law;
- replacing the existing provisions relating to the annual retirement of directors by rotation, with provisions requiring all directors to retire at each AGM of the Company (and, if they wish to do so, to offer themselves for re-election), in addition to inserting corresponding provisions which seek to provide a contingency mechanism, in a potential scenario whereby fewer directors than the required minimum are successfully re-elected at an AGM; and
- removing certain provisions relating to the appointment and employment by the Company of executive directors (such as a Chief Executive Officer or Managing Director). This removal has been proposed on the basis that such positions would not be relevant for a closed-ended investment company.
A copy of the New Articles (containing the full terms of the amendments proposed to be made at the Annual General Meeting) will be available for inspection at the registered office at the Company during normal business hours (Saturdays, Sundays and public holidays excepted) and for at least 15 minutes before and during the Annual General Meeting at the registered office of the Company at 280 Bishopsgate, London, England, EC2M 4AG, and at the offices of Aberdeen Group plc, 18 Bishops Square, London, E1 6EG, being the place of the Annual General Meeting. The proposed New Articles will also be available for inspection, from the date of this document, on the Company's website and on the National Storage Mechanism located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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 21,046 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 in the Directors' Report, 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.
David Simpson
Chairman
17 June 2026
Audit Committee's Report
The Audit Committee presents its Report for the year ended 31 March 2026.
Committee Composition
During the year, the Audit Committee was chaired by Andrew Robson, a Chartered Accountant (member of the Institute of Chartered Accountants in England & Wales), with recent and relevant financial experience.
The Committee comprises all of the Directors. Given the size of the Board and the continued independence of David Simpson, the other members of the Board consider it appropriate for all the Directors, including the Chairman of the Board, to serve on the Committee. The Directors are satisfied that the Committee as a whole possesses the competence and experience relevant to the investment trust sector, enabling it to fulfil its responsibilities effectively.
Role of the Audit Committee
The principal role of the Audit Committee is to assist the Board in overseeing the reporting of financial information, the review of financial controls and the management of risk.
The Committee operates under defined terms of reference, which are reviewed and reassessed for adequacy on at least annually. Copies of the terms of reference are published on the Company's website and are available on request.
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 discharges its responsibilities through the following key activities:
- reviewing and monitoring the internal control and risk management systems, including non-financial risks, on which the Company is reliant. The Directors' statement on the Company's internal controls and risk management is set out below.
- considering whether there is a need for the Company to have its own internal audit function.
- monitoring the integrity of the half-yearly and annual financial statements of the Company and any formal announcements relating to the Company's financial performance, by reviewing, and challenging where necessary, the actions and judgements of the Manager.
- reviewing and reporting to the Board on significant financial reporting issues and judgements relating to the Company's financial statements and formal financial announcements.
- reviewing the content of the Annual Report and advising 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.
- meeting with the Auditor to review the proposed audit programme and findings and using this opportunity to assess the effectiveness of the audit process.
- developing and implementing policy on the engagement of the Auditor to supply non-audit services. Non-audit fees paid to Deloitte LLP during the year under review amounted to £nil (2025: £nil paid to KPMG LLP). All non-audit services must be approved in advance by the Committee and are reviewed in the light of relevant guidance and statutory requirements regarding the provision of non-audit services by the external audit firm, and the need to maintain the Auditor's independence.
- reviewing a statement from the Manager detailing the arrangements in place whereby staff may confidentially escalate concerns about possible improprieties in matters of financial reporting or other issues.
- making recommendations to the Board regarding the appointment of the Auditor and approving the remuneration and terms of engagement; and
- monitoring and reviewing the Auditor's independence, objectivity, effectiveness, resources, and qualifications, taking into consideration relevant UK professional and regulatory requirements.
- to monitor the requirement for rotation of the Auditor and to oversee any tender for the external audit of the Company;
- 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 when, amongst other matters, it considered the Annual Report and the Half-Yearly Report.
Representatives from the Manager's internal audit and risk and compliance departments reported to the Committee at these meetings on topics such as internal control systems, risk management and the conduct of the business in the context of its regulatory environment. No significant weaknesses in the control environment were identified. The Committee, therefore, concluded that there were no significant issues requiring to be reported to the Board in respect of the Company's internal control and risk management framework.
In advance of changes to the AIC Code and UK Code, in effect for the Company from 1 April 2026, the Committee has started the work to support the Directors' assessment and disclosure of the effectiveness of material controls, building on existing risk management and internal control processes.
Internal Controls and Risk Management
Ongoing Risk Management Process
The Committee confirms that there is an ongoing process for identifying, evaluating, and managing the Company's significant business and operational risks. This process has been in place for the year ended 31 March 2026 and up to the date of approval of the Annual Report. It is regularly reviewed by the Board and accords with the Financial Reporting Council's guidance on internal controls.
Board Oversight and Delegation
The Committee has overall responsibility for ensuring that a system of internal controls and risk management is in place, and for reviewing its effectiveness.
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 Directors of the quality and cost of services offered in so far as they relate to the affairs of the Company. The Committee 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 Directors as requested.
The system of internal controls and risk management is tailored to the Company's specific needs and the risks to which it is exposed. Accordingly, it 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 material misstatement or loss. Given the Company's outsourced model and scale, the Directors consider the risk management and internal control framework to be proportionate to the nature, size and complexity of the Company.
Control Framework
The design, implementation and maintenance of controls and procedures to safeguard the assets of the Company and to manage its affairs properly extend to operational and compliance controls and risk management. The Committee prepares its own risk register which lists potential risks including those principal risks and uncertainties set out on pages 21 to 24. The Committee considers the potential causes and possible effects of these risks as well as reviewing the controls in place to mitigate them.
Reporting and Accountability
Clear lines of accountability have been established between the Committee and the Manager. The Committee receives regular reports covering key performance and risk indicators and considers control and compliance issues brought to its attention. In carrying out its review, the Committee has had regard to the activities of the Manager, including its internal audit and compliance functions.
Review of Manager's Control Systems
The Committee has reviewed the Manager's process for identifying and evaluating the significant risks faced by the Company and the policies and procedures by which these risks are managed. It has also reviewed the effectiveness of the Manager's system of internal control including its annual internal controls report prepared in accordance with the International Auditing and Assurance Standards Board's International Standard on Assurances Engagements ("ISAE") 3402, "Assurance Reports on Controls at a Service Organisation". Any weaknesses identified are reported to the Committee and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Committee.
Key Components of Internal Control
The key components designed to provide effective internal control are outlined below:
- written agreements that clearly define the roles and responsibilities of the Manager and other third-party service providers. These agreements are reviewed periodically by the Committee.
- clearly defined investment criteria specified levels of authority and exposure limits agreed between the Committee and the Manager. Reports on these matters, including performance statistics and investment valuations, are regularly submitted to the Committee.
- forecasts and management accounts prepared by the Manager, enabling the Committee to assess the Company's activities and review its performance.
- ongoing review of operations by the Manager's internal audit and compliance departments.
Consideration of an Internal Audit Function
The Committee has considered the need for the Company to establish its own internal audit function. As the Company has no employees, and the day-to-day management of the Company's assets has been delegated to the Manager, which has its own compliance and internal control systems, the Directors have decided that the Company may rely on those systems.
Financial Statements and Significant Issues
During its review of the Company's financial statements for the year ended 31 March 2026, the Committee considered the following significant issues, particularly those communicated by the Auditor during its planning and reporting of the year-end audit:
Valuation, Existence and Ownership of Investments
The Company uses the services of an independent depositary, BNP Paribas S.A., London Branch (the "Depositary"), to hold its assets. An annual internal controls report is received from the Depositary and reviewed by the Committee. This report provides details of the Depositary's control environment.
The investment portfolio is reconciled regularly by the Manager and reviewed and verified on an ongoing basis. Management accounts, including a full portfolio listing, are prepared quarterly and considered at the quarterly meetings of the Board. 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 2026 were categorised as Level 1 as they are considered liquid and quoted in active markets.
The Committee satisfied itself that there were no issues associated with the valuation, existence, or ownership of the investments which required further action.
Review of Financial Reporting
When considering the draft Annual Report and financial statements for the year ended 31 March 2026, the Committee concluded that, taken as a whole, the Annual Report is fair, balanced, and understandable. It provides the information necessary for shareholders to assess the Company's position and performance, business model, and strategy.
In reaching this conclusion, the Committee assumed that the reader of the Annual Report and financial statements would have a reasonable knowledge of the investment industry in general, and of investment trusts in particular.
Other issues addressed
As well as fraud risk and corporate governance 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 Independent Auditor
The Committee has reviewed the effectiveness of the independent Auditor, Deloitte LLP, across the following areas:
- 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, its communications/ presentation of outputs and working relationship with management. The Committee was satisfied that the Independent Auditor demonstrated an appropriate level of scepticism;
- 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); and
- Fees - the Committee considered the current audit fees to ensure that they remained appropriate and proportionate to the scope and quality of the audit services provided. The Auditor's report is included on pages 58 to 65. The fees payable to Deloitte LLP for the statutory audit services in respect of the year ended 31 March 2026 were £65,000 (2025: £80,000 payable to KPMG LLP), both figures exclusive of VAT.
Audit tender and proposed re-appointment of Deloitte LLP as Auditor
Listed companies are required to tender the external audit at least every ten years and to change Auditor at least every twenty years. In November 2024, the Committee conducted a tender for the external audit of the Company's financial statements for the years ending on or after 31 March 2026.
Deloitte LLP was selected by the Committee as Auditor and their formal appointment was approved by shareholders at the AGM on 23 September 2025.
Resolution 8, at the forthcoming AGM on 22 September 2026, proposes to shareholders the reappointment of Deloitte LLP as Auditor and also seeks authorisation for the Directors to fix the Auditor's remuneration for the year to 31 March 2027.
In accordance with professional and regulatory standards, the senior statutory auditor 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 2026 is the first year for which Chris Hunter has served as the senior statutory auditor.
On behalf of the Audit Committee
Andrew Robson
Chairman of the Audit Committee
17 June 2026
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 27 September 2023 where the votes for the relevant resolution, on a poll, were: For - 32,556,121 votes (99.8%); Against - 55,148 votes (0.2%); and Withheld - 28,130 votes. The Remuneration Policy will be put to shareholders again at the AGM on 22 September 2026 (see 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 in the published Annual Report.
The Directors' Remuneration Policy and level of Directors' remuneration are determined by the Nomination Committee, which was chaired by Michael Hughes throughout the year, and comprises all of the Directors. The Remuneration Policy is reviewed by the Nomination Committee on an annual basis.
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.
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 reimbursement 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 23 September 2025, shareholders approved the Directors' Remuneration Report (other than the Directors' Remuneration Policy) in respect of the year ended 31 March 2025 and the following votes, on a poll, were received on the Resolution: For - 23,619,946 votes (99.8%); Against - 50,492 votes (0.2%); and Withheld - 21,480 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.
Implementation Report
The Directors are non-executive and the limit on their aggregate annual fees is set at £250,000 within the Company's Articles of Association. This limit may only be amended by shareholders and a resolution to increase the limit from £200,000 was last approved by shareholders at the AGM on 23 September 2025.
Review of Directors' Fees
The Directors' fees for the year and the preceding year are set out in the table below.
|
Year ended |
31 March 2026 |
31 March 2025 |
|
Chairman |
44,000 |
40,000 |
|
Chairman of Audit Committee |
37,000 |
34,500 |
|
Senior Independent Director |
34,000 |
30,000 |
|
Director |
33,000 |
30,000 |
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, The Nomination Committee concluded that these fees should change, with effect from 1 April 2026, to the following rates: £47,500 for the Chairman, £39,000 for the Chairman of the Audit Committee, and £35,000 for each other Director. For the year ended 31 March 2027, the Nomination Committee has dispensed with a differentiated fee for the Senior Independent 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 above.
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 2026 |
31 March 2025 |
|
Director |
£ |
£ |
|
Michael Hughes |
44,000 |
40,000 |
|
David Simpson |
34,000 |
30,000 |
|
Andrew Robson |
37,000 |
34,500 |
|
Rebecca Donaldson A |
18,185 |
30,000 |
|
Irina Miklavchich |
33,000 |
10,917 |
|
Total |
166,185 |
145,417 |
|
A As at date of death - 19 October 2025 |
||
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 above.
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 2026 (rebased to 100 at 31 March 2016). This Benchmark was selected for comparison purposes as it is used by the Board for investment performance measurement.
Annual Percentage Change in Directors' Remuneration (Audited)
The table below sets out the annual percentage change in Directors' fees for the past five years.
|
|
Year ended 31 March 2026 |
Year ended 31 March 2025 |
Year ended 31 March 2024 |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
|
Michael Hughes A |
10.0 |
0.0 |
18.3 |
22.9 |
1.9 |
|
David Simpson B |
13.3 |
0.0 |
3.4 |
153.1 |
n/a |
|
Andrew Robson C |
7.2 |
0.0 |
61.6 |
n/a |
n/a |
|
Rebecca Donaldson D |
-39.4 |
0.0 |
3.5 |
5.5 |
74.6 |
|
Irina Miklavchich E |
202.3 |
100.0 |
n/a |
n/a |
n/a |
|
Hasan Askari F |
n/a |
n/a |
n/a |
-47.8 |
1.4 |
|
Stephen White F |
n/a |
n/a |
n/a |
-46.5 |
1.7 |
|
Rachel Beagles G |
n/a |
n/a |
n/a |
n/a |
n/a |
|
A Appointed as a Director on 7 September 2026 and Chairman on B Appointed as a Director on 1 November 2021 and Senior Independent Director C Appointed as a Director on 1 August 2022 and Chairman of the Audit Committee on 28 September 2022. D Appointed as a Director on 1 September 2020; date of death, 19 October 2025 E Appointed as a Director on 20 November 2024. F Retired as a Director on 28 September 2022. G Retired as a Director on 23 September 2020. |
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 2026 and 31 March 2025 had no interest in the share capital of the Company other than those interests, all of which are beneficial, included in the table, which were also unchanged as at the date of this Report, other than the purchase by Irina Miklavchich of 4,000 shares on 18 April 2026 and the purchase by Francesca Ecsery of 436 shares on 7 May 2026.
|
|
31 March 2026 |
31 March 2025 |
|
|
Ord. 25p |
Ord. 25p |
|
Michael Hughes |
8,115 |
8,115 |
|
David Simpson |
7,110 |
3,860 |
|
Andrew Robson |
5,500 |
4,000 |
|
Rebecca Donaldson |
5,763 A |
5,763 |
|
Irina Miklavchich |
4,000 |
2,000 |
|
A As at date of death on 19 October 2025 |
||
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 2026:
- 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.
This report was approved by the Board of Directors on 17 June 2026 and signed on its behalf by:
David Simpson,
Chairman
Statement of Directors' responsibilities in respect of the Annual Report and financial statements
Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with UK-adopted international accounting standards, the requirements of the Companies Act 2006 and applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period.
In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business; and
- prepare a director's report, a strategic report and director's remuneration report which comply with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. In accordance with their responsibilities, the Directors confirm that, to the best of their knowledge, the Annual Report and financial statements, taken as a whole, is fair, balanced, and understandable and provides the information necessary for shareholders to assess the position, performance, business model and strategy.
Website Publication
The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. The financial statements are published on aberdeennewindia.co.uk, the Company's website, in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Directors' Responsibilities Pursuant to DTR4
The Directors confirm to the best of their knowledge:
- the financial statements have been prepared in accordance with applicable UK-adopted international accounting standards and give a true and fair view of the assets, liabilities, financial position and profit of the Company;
- the strategic report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that they face; and
- the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
This report was approved by the Board of directors on 17 June 2026 and signed on its behalf by:
David Simpson,
Chairman
Statement of Comprehensive Income
|
Year ended |
Year ended |
||||||
|
31 March 2026 |
31 March 2025 |
||||||
|
Revenue |
Capital |
Revenue |
Capital |
||||
|
return |
return |
Total |
return |
return |
Total |
||
|
Notes |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Income |
|||||||
|
Income from investments |
3 |
3,847 |
- |
3,847 |
4,664 |
- |
4,664 |
|
Interest |
3 |
150 |
- |
150 |
144 |
- |
144 |
|
(Losses)/gains on investments held at fair value through profit or loss |
10(a) |
- |
(87,983) |
(87,983) |
- |
47,026 |
47,026 |
|
Currency losses |
- |
(886) |
(886) |
- |
(498) |
(498) |
|
|
3,997 |
(88,869) |
(84,872) |
4,808 |
46,528 |
51,336 |
||
|
Expenses |
|||||||
|
Investment management fees |
4 |
(2,699) |
- |
(2,699) |
(3,428) |
- |
(3,428) |
|
Administrative expenses |
5 |
(1,162) |
- |
(1,162) |
(1,057) |
- |
(1,057) |
|
(3,861) |
- |
(3,861) |
(4,485) |
- |
(4,485) |
||
|
Profit/(loss) before finance costs and taxation |
136 |
(88,869) |
(88,733) |
323 |
46,528 |
46,851 |
|
|
Finance costs |
6 |
(1,289) |
- |
(1,289) |
(1,981) |
- |
(1,981) |
|
(Loss)/profit before taxation |
(1,153) |
(88,869) |
(90,022) |
(1,658) |
46,528 |
44,870 |
|
|
Taxation |
7 |
(382) |
6,117 |
5,735 |
(471) |
(12,924) |
(13,395) |
|
(Loss)/profit for the year |
(1,535) |
(82,752) |
(84,287) |
(2,129) |
33,604 |
31,475 |
|
|
(Loss)/return per Ordinary share (pence) |
9 |
(3.36) |
(181.38) |
(184.74) |
(4.24) |
66.93 |
62.69 |
|
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 2026 |
31 March 2025 |
||
|
Notes |
£'000 |
£'000 |
|
|
Non-current assets |
|||
|
Investments held at fair value through profit or loss |
10 |
324,655 |
464,101 |
|
Current assets |
|||
|
Cash at bank |
7,419 |
3,727 |
|
|
Other receivables |
11 |
603 |
195 |
|
8,022 |
3,922 |
||
|
Current liabilities |
|||
|
Bank loan |
12(a) |
(12,455) |
(19,488) |
|
Other payables |
12(b) |
(1,056) |
(2,308) |
|
(13,511) |
(21,796) |
||
|
Net current liabilities |
(5,489) |
(17,874) |
|
|
Non-current liabilities |
|||
|
Deferred tax liability on Indian capital gains |
13 |
(8,156) |
(20,628) |
|
Net assets |
311,010 |
425,599 |
|
|
Share capital and reserves |
|||
|
Ordinary share capital |
14 |
14,768 |
14,768 |
|
Share premium account |
25,406 |
25,406 |
|
|
Capital redemption reserve |
4,484 |
4,484 |
|
|
Capital reserve |
272,444 |
385,498 |
|
|
Revenue reserve |
(6,092) |
(4,557) |
|
|
Equity shareholders' funds |
311,010 |
425,599 |
|
|
Net asset value per Ordinary share (pence) |
16 |
707.61 |
889.34 |
|
The financial statements were approved by the Board of Directors and authorised for issue on 17 June 2026 and were signed on its behalf by: |
|||
|
David Simpson |
|||
|
Chairman |
|||
|
The accompanying notes are an integral part of these financial statements. |
|||
Statement of Changes in Equity
Year ended 31 March 2026 |
|||||||||||||||||
|
Share |
Capital |
||||||||||||||||
|
Share |
premium |
redemption |
Capital |
Revenue |
|||||||||||||
|
capital |
account |
reserve |
reserve |
reserve |
Total |
||||||||||||
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||||||||
|
Balance at 1 April 2025 |
14,768 |
25,406 |
4,484 |
385,498 |
(4,557) |
425,599 |
|||||||||||
|
Net loss after taxation |
- |
- |
- |
(82,752) |
(1,535) |
(84,287) |
|||||||||||
|
Buyback of share capital to treasury |
14 |
- |
- |
- |
(30,302) |
- |
(30,302) |
||||||||||
|
Balance at 31 March 2026 |
14,768 |
25,406 |
4,484 |
272,444 |
(6,092) |
311,010 |
|||||||||||
Year ended 31 March 2025 |
|||||||||||||||||
|
Share |
Capital |
|
|||||||||||||||
|
Share |
premium |
redemption |
Capital |
Revenue |
|
||||||||||||
|
capital |
account |
reserve |
reserve |
reserve |
Total |
|
|||||||||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|||||||||||
|
Balance at 1 April 2024 |
14,768 |
25,406 |
4,484 |
384,824 |
(2,428) |
427,054 |
|
||||||||||
|
Net profit/(loss) after taxation |
- |
- |
- |
33,604 |
(2,129) |
31,475 |
|
||||||||||
|
Buyback of share capital to treasury |
14 |
- |
- |
- |
(32,930) |
- |
(32,930) |
|
|||||||||
|
Balance at 31 March 2025 |
14,768 |
25,406 |
4,484 |
385,498 |
(4,557) |
425,599 |
|
||||||||||
|
The accompanying notes are an integral part of these financial statements. |
|||||||||||||||||
Statement of Cash Flows
|
Year ended |
Year ended |
||
|
31 March 2026 |
31 March 2025 |
||
|
Notes |
£'000 |
£'000 |
|
|
Cash flows from operating activities |
|||
|
Dividend income received |
3,848 |
4,664 |
|
|
Interest income received |
158 |
12 |
|
|
Investment management fee paid |
(2,799) |
(3,448) |
|
|
Other cash expenses |
(2,054) |
(1,438) |
|
|
Cash outflow from operating activities |
(847) |
(210) |
|
|
Cash flows from investing activities |
|||
|
Purchases of investments |
(115,590) |
(136,654) |
|
|
Sales of investments |
166,857 |
187,528 |
|
|
Indian capital gains tax paid on sales |
(6,355) |
(11,703) |
|
|
Net cash inflow from investing activities |
44,912 |
39,171 |
|
|
Cash flows from financing activities |
|||
|
Buyback of shares |
(31,063) |
(32,482) |
|
|
Interest paid |
(1,274) |
(2,093) |
|
|
Drawdown of loan |
22,500 |
- |
|
|
Repayment of loan |
(29,500) |
(6,500) |
|
|
Costs associated with loan |
(150) |
(113) |
|
|
Net cash outflow from financing activities |
(39,487) |
(41,188) |
|
|
Net increase/(decrease) in cash and cash equivalents |
4,578 |
(2,227) |
|
|
Cash and cash equivalents at the start of the year |
3,727 |
6,452 |
|
|
Effect of foreign exchange rate changes |
(886) |
(498) |
|
|
Cash and cash equivalents at the end of the year |
17 |
7,419 |
3,727 |
|
The accompanying notes are an integral part of these financial statements. |
|||
Notes to the Financial Statements
For the year ended 31 March 2026
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"). The Company's registered office is 280 Bishopsgate, London EC2M 4AG. |
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 2026. |
|
|
The financial statements have been prepared in accordance with United Kingdom adopted IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and IFRIC Interpretations issued by the IFRS Interpretations Committee. The Company adopted all 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 disclosed in the Strategic Report and the financial risks disclosed in Note 17 to the financial statements and have reviewed cashflow forecasts detailing revenue and expenses for at least 12 months from the date of this Report. 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 June 2025, the Company entered into a three-year, £30 million revolving credit facility (the "Facility") with BNP Paribas London Branch replacing the existing loan with Royal Bank of Scotland International Limited (London Branch), part of NatWest Group plc, of which £12.5m was drawn down at 31 March 2026 (2025 - £19.5m). 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 has 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. |
||
|
Critical accounting judgements and key sources of estimation uncertainty. 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. |
||
|
The Board identifies emerging risks if and when they become material. The Board considers the implications for the Company's investment portfolio of a changing climate to constitute an emerging risk where the impact, either positive or negative, cannot be accurately evaluated. |
||
|
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. |
||
|
The Board identifies emerging risks if and when they become material. The Board considers the implications for the Company's investment portfolio of a changing climate to constitute an emerging risk where the impact, either positive or negative, cannot be accurately evaluated. |
||
|
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 2025. 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 21 Amendments (Lack of Exchangeability) |
||
|
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 2026 and thereafter; |
||
|
- IAS 7 & 9 Amendments (Classification and Measurement of Financial Instruments) |
||
|
- IAS 7 & 9 Amendments (Contracts Referencing Nature-dependent Electricity) |
||
|
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 resulting from the application of IFRS 18 when it becomes effective for accounting periods beginning on or after 1 January 2027. |
||
|
(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. |
|
|||
|
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. |
|
||
|
(n) |
Cash flow statement classification of investments. Cash flow relating to investments have been presented as investing cash flows as opposed to cash flows from operating activities. The Board considered this to be an appropriate classification reflecting the fact that these cashflows are allocated towards resources intended to generate future income and cash flows, in line with the definition of investing activities within IAS 7. |
|
||
3. |
Income |
||
|
2026 |
2025 |
||
|
£'000 |
£'000 |
||
|
Income from investments |
|||
|
Overseas dividends |
3,847 |
4,664 |
|
|
Other income |
|||
|
Deposit interest |
150 |
144 |
|
|
Total income |
3,997 |
4,808 |
4. |
Investment management fees |
||
|
2026 |
2025 |
||
|
£'000 |
£'000 |
||
|
Investment management fees |
2,699 |
3,428 |
|
|
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 0.8% up to £300 million and 0.6% thereafter of the Company's market capitalisation 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 £2,699,000 (2025 - £3,428,000) and the balance due to the Manager at the year end was £400,000 (2025- £499,000). |
|||
5. |
Administrative expenses |
||
|
2026 |
2025 |
||
|
£'000 |
£'000 |
||
|
Directors' fees |
166 |
145 |
|
|
Promotional activities |
232 |
208 |
|
|
Administration and secretarial fees |
45 |
- |
|
|
Auditor's remuneration: |
|||
|
- fees payable for the audit of the Company's annual financial statements |
65 |
80 |
|
|
Legal and advisory fees |
114 |
95 |
|
|
Custodian and overseas agents' charges |
310 |
378 |
|
|
Depositary fees |
39 |
49 |
|
|
Other |
191 |
102 |
|
|
1,162 |
1,057 |
||
|
The Manager supports the Company with promotional activities. The total fees paid and payable under the agreement during the year were £232,000 (2025 - £208,000) and £49,000 (2025 - £110,000) was due to the Manager at the year end. |
|||
|
The Company has an agreement with the Manager for the provision of administration and secretarial services. Fees paid during the year were £45,000 (2025 - N/A) and no fees were payable at the year end (2025 - N/A). The amount payable for administration and secretarial services is subject to an annual increase in line with the Consumer Prices Index. |
|||
|
During the year, the only fees payable to Deloitte LLP by the Company related to the audit fee of £65,000 (2025 - the only fees paid to KPMG LLP by the Company related to the audit fee of £79,500). The amounts disclosed above for Auditor's remuneration are all shown net of VAT. Fees paid during the year were £45,000 (2025 - N/A) and no fees were payable at the year end (2025 - N/A). |
|||
6. |
Finance costs |
||
|
2026 |
2025 |
||
|
£'000 |
£'000 |
||
|
In relation to bank loans |
1,289 |
1,981 |
|
|
Finance costs are charged 100% to revenue as disclosed in the accounting policies. |
|||
7. |
Taxation |
|||||||
|
2026 |
2025 |
|||||||
|
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 |
- |
6,291 |
6,291 |
- |
11,766 |
11,766 |
||
|
Overseas taxation |
382 |
- |
382 |
471 |
- |
471 |
||
|
Total current tax charge for the year |
382 |
6,291 |
6,673 |
471 |
11,766 |
12,237 |
||
|
Movement in deferred tax liability on Indian capital gains |
- |
(12,408) |
(12,408) |
- |
1,158 |
1,158 |
||
|
Total tax charge for the year |
382 |
(6,117) |
(5,735) |
471 |
12,924 |
13,395 |
||
|
The Company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. Accordingly, when investments are realised at a value above cost and investments are held at fair value above cost, a tax charge will result. The Company has recognised a deferred tax liability of £8,156,000 (2025 - £20,628,000) on capital gains which may arise if Indian investments are sold. Up to 22 July 2024 Indian CGT was charged at 10% on long-term holdings and 15% on short-term holdings. From 23 July 2024 Indian CGT is charged at 12.5% on long-term holdings and 20% on short-term holdings. |
||||||||
|
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 an excess 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 offset against the deferred tax liability on Indian capital gains in the first instance where there are capital gains during the year or if not then it is 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: |
|||||||
|
2026 |
2025 |
|||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
(Loss)/profit before tax |
(1,153) |
(88,869) |
(90,022) |
(1,658) |
46,528 |
44,870 |
||
|
UK corporation tax on (loss)/profit at the standard rate of 25% (2025 - 25%)A |
(288) |
(22,217) |
(22,505) |
(415) |
11,632 |
11,217 |
||
|
Effects of: |
||||||||
|
Losses/(gains) on investments held at fair value through profit or loss not taxable not subject to UK corporation tax |
- |
21,996 |
21,996 |
- |
(11,757) |
(11,757) |
||
|
Currency losses not taxable |
- |
221 |
221 |
- |
125 |
125 |
||
|
Deferred tax not recognised in respect of tax losses |
1,228 |
- |
1,228 |
1,580 |
- |
1,580 |
||
|
Expenses not deductible for tax purposes |
3 |
- |
3 |
1 |
- |
1 |
||
|
Indian capital gains tax charged on sales |
- |
6,291 |
6,291 |
- |
11,766 |
11,766 |
||
|
Movement in deferred tax liability on Indian capital gains |
- |
(12,408) |
(12,408) |
- |
1,158 |
1,158 |
||
|
Irrecoverable overseas withholding tax |
382 |
- |
382 |
471 |
- |
471 |
||
|
Non-taxable dividend income |
(943) |
- |
(943) |
(1,166) |
- |
(1,166) |
||
|
Total tax charge |
382 |
(6,117) |
(5,735) |
471 |
12,924 |
13,395 |
||
|
A The tax reconciliation above reconciles the Company's tax charge to the UK corporation tax rate because the Company is a UK company and, although the net total charge primarily relates to Indian Capital Gains Tax, the most significant reconciling items normally relate to the exemptions from UK tax on both dividend income and capital gains. |
||||||||
|
(c) |
At 31 March 2026, the Company had surplus management expenses and loan relationship debits of £50,432,000 (2025 - £45,520,000) with a tax value of £12,608,000 (2025 - £11,380,000) 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 2026 (2025 - £nil). |
9. |
(Loss)/return per Ordinary share |
||||||
|
2026 |
2025 |
||||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
||
|
Net (loss)/profit for the year (£'000) |
(1,535) |
(82,752) |
(84,287) |
(2,129) |
33,604 |
31,475 |
|
|
Weighted average number of Ordinary shares in issue |
45,623,974 |
50,206,923 |
|||||
|
(Loss)/return per Ordinary share (pence) |
(3.36) |
(181.38) |
(184.74) |
(4.24) |
66.93 |
62.69 |
|
10. |
Investments held at fair value through profit or loss |
||||
|
2026 |
2025 |
||||
|
|
(a) |
Valuation |
£'000 |
£'000 |
|
|
Opening book cost |
334,380 |
302,906 |
|||
|
Opening investment holdings fair value gains |
129,721 |
162,883 |
|||
|
Opening valuation |
464,101 |
465,789 |
|||
|
Movements in the year: |
|||||
|
Purchases |
115,692 |
136,625 |
|||
|
Sales - proceeds |
(167,155) |
(185,339) |
|||
|
(Losses)/gains on investments |
(87,983) |
47,026 |
|||
|
Closing valuation |
324,655 |
464,101 |
|||
|
2026 |
2025 |
||||
|
£'000 |
£'000 |
||||
|
Closing book cost |
301,897 |
334,380 |
|||
|
Closing investment holdings fair value gains |
22,758 |
129,721 |
|||
|
Closing valuation |
324,655 |
464,101 |
|||
|
The Company generated £167,155,000 (2025 - £185,339,000) from investments sold in the period. The book cost of these investments when they were purchased was £148,169,000 (2025 - £105,151,000). 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: |
||||
|
2026 |
2025 |
||||
|
£'000 |
£'000 |
||||
|
Purchases |
169 |
231 |
|||
|
Sales |
264 |
293 |
|||
|
433 |
524 |
||||
|
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 |
||
|
2026 |
2025 |
||
|
£'000 |
£'000 |
||
|
Amounts due from brokers |
437 |
139 |
|
|
Prepayments and accrued income |
166 |
56 |
|
|
603 |
195 |
||
|
None of the above amounts are past their due date or impaired (2025 - nil). |
|||
12. |
Current liabilities |
|||
|
2026 |
2025 |
|||
|
(a) |
Bank loan |
£'000 |
£'000 |
|
|
Loans repayable within one year |
12,455 |
19,488 |
||
|
On 19 June 2025, the Company entered into a new, three-year, £30 million secured revolving credit facility with BNP Paribas London Branch replacing the existing facility with Royal Bank of Scotland International Limited (London Branch). £12.5 million was drawn down at 31 March 2026 (31 March 2025 - £19.5 million) at an all-in interest rate of 5.0289% until 23 April 2026 (2025 - 8.055% until 10 April 2025). Expenses of £60,000 were incurred which are amortised over the life of the loan. |
||||
|
The terms of the loan facility contain covenants that the aggregate financial indebtedness should not exceed 25% of the total assets, the aggregate financial indebtedness is equal to or less than the adjusted total assets and the net asset value shall not at any time be less than £180 million. The Company complied with all covenants during the year and up to the date of signing this Report. |
||||
|
2026 |
2025 |
|||
|
(b) |
Other payables |
£'000 |
£'000 |
|
|
Amounts due to brokers |
102 |
- |
||
|
Amounts due to brokers relating to buybacks to treasury |
145 |
898 |
||
|
Other creditors |
809 |
1,410 |
||
|
1,056 |
2,308 |
|||
13. |
Non-current liabilities |
||
|
2026 |
2025 |
||
|
£'000 |
£'000 |
||
|
Deferred tax liability on Indian capital gains |
8,156 |
20,628 |
14. |
Ordinary share capital |
||||
|
2026 |
2025 |
||||
|
Number |
£'000 |
Number |
£'000 |
||
|
Authorised |
200,000,000 |
50,000 |
200,000,000 |
50,000 |
|
|
Issued and fully paid |
|||||
|
Ordinary shares of 25p each |
43,951,929 |
10,988 |
47,855,793 |
11,964 |
|
|
Held in treasury: |
|||||
|
Ordinary shares of 25p each |
15,118,211 |
3,780 |
11,214,347 |
2,804 |
|
|
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 3,903,864 (2025 - 4,252,117) Ordinary shares of 25p each were repurchased by the Company at a total cost, including transaction costs, of £30,302,000 (2025 - £32,930,000). All of the shares were placed in treasury. Shares held in treasury represent 25.59% (2025 - 18.98%) of the Company's total issued shares at the year end. Shares held in treasury do not carry a right to receive dividends. |
|||||
|
Subsequent to the year end the Company repurchased a further 735,562 Ordinary shares to be held in treasury at a total cost of £4,995,000. |
|||||
15. |
Analysis of changes in net debt |
|||||
|
Net |
||||||
|
Currency |
Cash |
Non-cash |
||||
|
2025 |
differences |
flows |
movements |
2026 |
||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||
|
Cash and short term deposits |
3,727 |
(886) |
4,578 |
- |
7,419 |
|
|
Debt due within one year |
(19,488) |
- |
7,000 |
33 |
(12,455) |
|
|
(15,761) |
(886) |
11,578 |
33 |
(5,036) |
||
|
Net |
||||||
|
Currency |
Cash |
Non-cash |
||||
|
2024 |
differences |
flows |
movements |
2025 |
||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||
|
Cash and short term deposits |
6,452 |
(498) |
(2,227) |
- |
3,727 |
|
|
Debt due within one year |
(25,953) |
- |
6,500 |
(35) |
(19,488) |
|
|
(19,501) |
(498) |
4,273 |
(35) |
(15,761) |
||
|
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 £311,010,000 (2025 - £425,599,000) and on 43,951,929 (2025 - 47,855,793) 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 Aberdeen, 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 Aberdeen's risk management processes and systems which are embedded within the Aberdeen's operations. Aberdeen'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 Aberdeen'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 Aberdeen's operational risk management system ("SHIELD"). |
|||||
|
Aberdeen's Internal Audit Department is independent of the Risk Division and reports directly to Aberdeen's CEO and to the Audit Committee of Aberdeen's Board of Directors. The Internal Audit Department is responsible for providing an independent assessment of the Aberdeen's control environment. |
|||||
|
Aberdeen's corporate governance structure is supported by several committees to assist the board of directors of Aberdeen, its subsidiaries and the Company to fulfil their roles and responsibilities. Aberdeen'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 2026 |
Years |
% |
£'000 |
£'000 |
|
|
Assets |
|||||
|
Sterling |
- |
2.23 |
- |
6,609 |
|
|
US Dollars |
- |
- |
- |
4 |
|
|
Indian Rupee |
- |
- |
- |
806 |
|
|
- |
7,419 |
||||
|
Weighted average |
Weighted |
||||
|
period for which |
average |
Fixed |
Floating |
||
|
rate is fixed |
interest rate |
rate |
rate |
||
|
Years |
% |
£'000 |
£'000 |
||
|
Liabilities |
|||||
|
Bank loan - £12,500,000 |
0.08 |
5.03 |
12,455 |
- |
|
|
Weighted average |
Weighted |
||||
|
period for which |
average |
Fixed |
Floating |
||
|
rate is fixed |
interest rate |
rate |
rate |
||
|
At 31 March 2025 |
Years |
% |
£'000 |
£'000 |
|
|
Assets |
|||||
|
Sterling |
- |
2.96 |
- |
2,212 |
|
|
US Dollars |
- |
- |
- |
4 |
|
|
Indian Rupee |
- |
- |
- |
1,511 |
|
|
- |
3,727 |
||||
|
Weighted average |
Weighted |
||||
|
period for which |
average |
Fixed |
Floating |
||
|
rate is fixed |
interest rate |
rate |
rate |
||
|
Years |
% |
£'000 |
£'000 |
||
|
Liabilities |
|||||
|
Bank loan - £19,500,000 |
0.08 |
8.05 |
19,488 |
- |
|
|
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 2026 would have decreased/increased by £129,000 (2025 - decrease/increase £181,000). 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: |
|||||||
|
2026 |
2025 |
||||||
|
Net |
Total |
Net |
Total |
||||
|
Overseas |
monetary |
currency |
Overseas |
monetary |
currency |
||
|
investments |
assets |
exposure |
investments |
assets |
exposure |
||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||
|
US Dollar |
1,535 |
4 |
1,539 |
- |
4 |
4 |
|
|
Indian Rupee |
323,120 |
1,140 |
324,260 |
464,101 |
1,650 |
465,751 |
|
|
324,655 |
1,144 |
325,799 |
464,101 |
1,654 |
465,755 |
||
|
Foreign currency sensitivity. The following tables show the impact to a 10% increase and a 10% decrease in Sterling against the foreign currency in which the Company has exposure. |
|||
|
If Sterling were to strengthen by 10%, there would be following impact: |
|||
|
2026 |
2025 |
||
|
EquityA |
EquityA |
||
|
£'000 |
£'000 |
||
|
US Dollar |
(140) |
- |
|
|
Indian Rupee |
(29,478) |
(42,341) |
|
|
(29,618) |
(42,341) |
||
|
If Sterling were to weaken by 10%, there would be following impact: |
|||
|
2026 |
2025 |
||
|
EquityA |
EquityA |
||
|
£'000 |
£'000 |
||
|
US Dollar |
171 |
- |
|
|
Indian Rupee |
36,029 |
51,750 |
|
|
36,200 |
51,750 |
||
|
A Represents total current exposure to other currencies as defined above. |
|||
|
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 (which the Directors consider to be a reasonable potential change in market prices) while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 31 March 2026 would have increased /(decreased) by £48,698,000 (2025 - increased/(decreased) by £69,615,000) 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 20 June 2028. Other payables are settled within one year. Details of borrowings and other payables at 31 March 2026 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 £12,500,000 (2025 - £19,500,000) was drawn down at the year end. Other payables amounted to £1,056,000 (2025 - £2,308,000). |
||||||
|
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 (2025 - none). |
||||||
|
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: |
||||||
|
2026 |
2025 |
|||||
|
Statement of |
Statement of |
|||||
|
Financial |
Maximum |
Financial |
Maximum |
|||
|
Position |
Exposure |
Position |
Exposure |
|||
|
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
Current assets |
||||||
|
Loans and receivables |
603 |
603 |
195 |
195 |
||
|
Cash at bank and in hand |
7,419 |
7,419 |
3,727 |
3,727 |
||
|
8,022 |
8,022 |
3,922 |
3,922 |
|||
|
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 (2025 - none). |
||||||
|
Fair values of financial assets and financial liabilities. The fair value of bank loans are represented in the table below; |
||||||
|
2026 |
2025 |
|||||
|
£'000 |
£'000 |
|||||
|
Bank loan |
12,455 |
19,488 |
||||
|
Investments held at fair value through profit or loss are valued at their quoted bid prices which equate to their fair values. |
||||||
|
The fair value and the carrying value of the bank loan in the Statement of Financial Position are the same at £12,455,000 as at 31 March 2026 (2025 - £19,488,000) due to its short-term nature. |
||||||
|
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 2026 |
Note |
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
Financial assets at fair value through profit or loss |
||||||||
|
Quoted equities |
a) |
324,655 |
- |
- |
324,655 |
|||
|
Net fair value |
324,655 |
- |
- |
324,655 |
||||
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||
|
As at 31 March 2025 |
Note |
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
Financial assets at fair value through profit or loss |
||||||||
|
Quoted equities |
a) |
464,101 |
- |
- |
464,101 |
|||
|
Net fair value |
464,101 |
- |
- |
464,101 |
||||
|
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 in the published Annual 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 on the conditional tender may be found in the Chairman's Statement on page 7. |
|||||
|
2026 |
2025 |
||||
|
Net assets attributable (£'000) |
311,010 |
425,599 |
|||
|
Accumulated Indian CGT charge since 1 April 2022 (£'000) |
18,284 |
24,400 |
|||
|
Net assets attributable excluding Indian CGT charge (£'000) |
329,294 |
449,999 |
|||
|
Number of Ordinary shares in issue |
43,951,929 |
47,855,793 |
|||
|
Adjusted net asset value per Ordinary shareA |
749.21p |
940.32p |
|||
|
A Adjusted NAV is the Company's NAV after adding back all Indian capital gains tax paid or accrued since 1 April 2022 in respect of realised and unrealised gains made on investments. This adjustment is made because the Company's benchmark, the MSCI India Index does not take account of Indian Capital Gains Tax. |
|||||
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. |
|||||
|
2026 |
2025 |
||||
|
NAV per Ordinary share |
a |
707.61p |
889.34p |
||
|
Share price |
b |
640.00p |
756.00p |
||
|
Discount |
(a-b)/a |
9.6% |
15.0% |
||
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. |
|||||
|
2026 |
2025 |
||||
|
Borrowings (£'000) |
a |
12,455 |
19,488 |
||
|
Cash (£'000) |
b |
7,419 |
3,727 |
||
|
Amounts due to brokers (£'000) |
c |
102 |
898 |
||
|
Amounts due from brokers (£'000) |
d |
437 |
139 |
||
|
Shareholders' funds (£'000) |
e |
311,010 |
425,599 |
||
|
Net gearing |
(a-b+c-d)/e |
1.5% |
3.9% |
||
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. |
|||||
|
2026 |
2025 |
||||
|
Investment management fees (£'000) |
2,699 |
3,428 |
|||
|
Administrative expenses (£'000) |
1,162 |
1,057 |
|||
|
Less: non-recurring chargesA (£'000) |
(35) |
(23) |
|||
|
Ongoing charges (£'000) |
3,826 |
4,462 |
|||
|
Average net assets (£'000) |
394,009 |
470,792 |
|||
|
Ongoing charges ratio |
0.97% |
0.95% |
|||
|
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 (loss)/return |
|||||
|
NAV and share price total (loss)/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 since 1 April 2022 in respect of realised or unrealised gains made on investments. This adjustment is made because the Company's benchmark, the MSCI India Index does not take account of Indian Capital Gains Tax. |
|||||
|
Share |
|||||
|
Year ended 31 March 2026 |
NAV |
Adjusted NAV |
Price |
||
|
Opening at 1 April 2025 |
a |
889.34p |
940.32p |
756.00p |
|
|
Closing at 31 March 2026 |
b |
707.61p |
749.21p |
640.00p |
|
|
Price movements |
c=(b/a)-1 |
-20.4% |
-20.3% |
-15.3% |
|
|
Dividend reinvestmentA |
d |
N/A |
N/A |
N/A |
|
|
Total loss |
c+d |
-20.4% |
-20.3% |
-15.3% |
|
|
Share |
|||||
|
Year ended 31 March 2025 |
NAV |
Adjusted NAV |
Price |
||
|
Opening at 1 April 2024 |
a |
819.56p |
841.58p |
652.00p |
|
|
Closing at 31 March 2025 |
b |
889.34p |
940.32p |
756.00p |
|
|
Price movements |
c=(b/a)-1 |
8.5% |
11.7% |
16.0% |
|
|
Dividend reinvestmentA |
d |
N/A |
N/A |
N/A |
|
|
Total return |
c+d |
+8.5% |
+11.7% |
+16.0% |
|
|
Share |
|||||
|
Four years ended 31 March 2026 |
NAV |
Adjusted NAV |
Price |
||
|
Opening at 1 April 2022 |
a |
697.30p |
697.30p |
562.00p |
|
|
Closing at 31 March 2026 |
b |
707.61p |
749.21p |
640.00p |
|
|
Price movements |
c=(b/a)-1 |
+1.5% |
+7.4% |
+13.9% |
|
|
Dividend reinvestmentA |
d |
N/A |
N/A |
N/A |
|
|
Total return |
c+d |
+1.5% |
+7.4% |
+13.9% |
|
|
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 2026 or 2025 but is derived from those accounts. Statutory accounts for 2025 have been delivered to the registrar of companies. 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 2026 have been approved by the Board and audited and will be filed with the Registrar of Companies in due course.
The Company's AGM will be held at 18 Bishops Square, London E1 6EG at 12.30pm on 22 September 2026.
The Annual Report will be posted to shareholders in July 2026. Further copies may be ordered from the Manager's website: https://www.aberdeeninvestments.com/en-gb/anii.
On behalf of the Board
abrdn Holdings Limited
Secretaries
17 June 2026
END
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