REG-Invesco Asia Dragon Trust Plc: Annual Financial Report
17/07/2025 07:02
LEGAL ENTITY IDENTIFIER: 549300YM9USHRKIET173
Invesco Asia Dragon Trust plc (formerly Invesco Asia Trust plc)
Annual Financial Report Announcement for the Year Ended 30 April 2025
The following text is extracted from the Annual Financial Report of the
Company for the year ended 30 April 2025. All page numbers below refer to the
Annual Financial Report which will be made available on the Company’s
website.
This announcement contains regulated information.
• Transformed by the successful combination with Asia Dragon, Invesco Asia
Dragon with a NAV of £730 million is now the largest trust in the AIC Asia
excluding-Japan Income sector.
• NAV total return performance slightly ahead of benchmark over 6 months,
slightly behind over 1 year, still strong over longer time periods.
• Share price total return ahead of index over 1 year as the discount
narrowed.
• The Investment Case for Asia and for Invesco Asia Dragon is strong. Our
Corporate Proposition now includes a rolling 3-year 100% unconditional tender
and a 4% dividend yield paid quarterly at a rate equal to approximately 1% of
NAV. Together, these provide a unique opportunity to invest in Asia’s
future.
Financial Information and Performance Statistics
The benchmark index of the Company is the MSCI AC Asia ex Japan Index (total
return, net of withholding tax, in sterling terms)
Total Return Statistics(1) with dividends reinvested
Change for the year (%) 2025 2024
Net asset value (‘NAV’) total return (3) 2.8 2.7
Share price total return (3) 7.1 2.2
Benchmark index total return (4) 3.9 7.9
Capital Statistics
At 30 April 2025 2024 % change
Net assets (£’000) (2) 729,912 238,266 +206.3
NAV per share 356.31p 361.51p –1.4
Share price (1) 320.00p 313.00p +2.2
Benchmark index (capital) 1,005.56 989.35 +1.6
Discount (3) per ordinary share: (10.2)% (13.4)%
Average discount over the year (1)(3) (11.2)% (11.3)%
Gearing (3) :
– gross 6.0% 5.3%
– net 5.7% 4.5%
Revenue Statistics
Year Ended 30 April 2025 2024 % change
Income (£’000) (2) 12,683 7,375 +72.0
Net revenue available for ordinary
shares (£’000) (2) 10,040 5,422 +85.2
Revenue return per ordinary share 10.67p 8.12p +31.4
Dividends per share (5) :
– first interim 7.80p 7.20p
– second interim 3.90p 6.90p
– third interim 3.90p –
Total dividends 15.60p 14.10p +10.6
Ongoing charges ratio (3)(6) 0.73% 1.03%
(1) Source: LSEG Data & Analytics.
(2) Increase during the year ended 30 April 2025 includes the impact of
assets acquired following the combination with Asia Dragon Trust plc in
February 2025.
(3) Alternative Performance Measure (‘APM’). See Glossary of Terms and
Alternative Performance Measures on pages 87 and 88 of the financial report
for details of the explanation and reconciliations of APMs.
(4) Index returns are shown on a total return basis, with dividends
reinvested net of withholding taxes.
(5) Until January 2025, the Company’s dividend policy was to pay, in
absence of unforeseen circumstances, 4% of the Company’s NAV in two equal
instalments of 2% based on the NAV at last business day of September. This
policy was updated in January 2025 to increase the frequency of dividend
payments from a biannual to a quarterly basis at a rate of approximately 1% of
the NAV. A further update occurred on 1 May 2025 when the date was set at the
last business day of April for the NAV by reference to which the four
quarterly payments of 1% would be calculated, commencing on 30 April 2025.
(6) Year ended 30 April 2025 includes the effect of the management fee
waiver agreed between the Company and the Manager following the combination
with Asia Dragon Trust plc during the year (see note 3 on page 69 for further
details).
Chairman’s Statement
Highlights
• Transformed by the successful combination with Asia Dragon, Invesco Asia
Dragon with a NAV of £730 million is now the largest trust in the AIC Asia
excluding-Japan Income sector
• NAV total return performance slightly ahead of benchmark over 6 months,
slightly behind over 1 year, still strong over longer time periods.
• Share price total return ahead of index over 1 year as the discount
narrowed.
• The Investment Case for Asia and for Invesco Asia Dragon is strong. Our
Corporate Proposition now includes a rolling 3-year 100% unconditional tender
and a 4% dividend yield paid quarterly at a rate equal to approximately 1% of
NAV. Together, these provide a unique opportunity to invest in Asia’s
future.
First of all, a very warm welcome to all our new shareholders, most of whom
will have previously been shareholders of Asia Dragon Trust plc. A lot of hard
work on both sides went into the combination and we are pleased to report that
all went smoothly and that feedback in the marketplace has been very positive.
Thank you to all of you who voted in favour to allow the deal to proceed. The
expected benefits are now being delivered: The Company’s expanded size has
enabled those wealth managers who had us on their buy list to begin increasing
their positions since they are no longer constrained by our small size. At
£730 million of net assets the Company also met the threshold of joining the
FTSE 250 Index. The new tiered management fee rates (see note 3 on page 69)
should result in a blended management fee payable to Invesco of around 0.60%
per annum once Invesco’s fee waiver upon the merger works its way through by
November. Future ongoing charges (OCR) are expected to annualise at around
0.77%, a considerable improvement on Invesco Asia’s previous OCR of 1.03%
and lower than Asia Dragon’s 0.83% (excluding management fee waivers). The
discount has settled around 10% since the merger, not helped by the volatility
caused by President Trump’s imposition of tariffs. We have already moved to
quarterly dividends, with a dividend equal to approximately 1% of NAV payable
in July 2025, and three further dividends of approximately 1% of NAV planned
for October 2025 and January and April 2026.
NAV total return performance over the year to 30 April 2025 of +2.8% was
slightly behind the Index total return of +3.9%. Share price total return
outperformed at +7.1% as the discount narrowed. Fiona and Ian discuss
performance in more detail in their Managers’ Report. There were a few
variables but the overweight position in Indonesia explains the difference
versus the index. We should acknowledge that it was a difficult year to be
able to beat the index: despite underperforming the index over the year, we
ranked second out of the five funds in our AIC Asia Pacific Equity Income
excluding Japan sector and beat all of the seven funds in the other AIC Asia
ex-Japan sectors.
Longer term performance remains excellent with very good performance over 3, 5
and 10 years especially when risk-adjusted. Adjusting the performance
generated by the amount of risk taken was one of the key parameters assessed
by Asia Dragon’s board before choosing Invesco Asia. This has been
recognised in the industry through us winning the Citywire Winners award at
the publication’s Investment Trust Awards 2023 for best risk-adjusted
performance for the Asia Pacific Equities Sector. We were also awarded the
“Kepler Income & Growth Rating 2024” by Kepler Partners and an A-rating by
Square Mile Investment Consulting & Research.
We announced in our December 2024 Circular that we would temporarily enlarge
the board to eight members upon the combination, with four members from each
board. It is planned that James Will and I will both step down at the
September 2026 AGM, following which the Board will continue with six members.
The new Chair will be agreed and announced in 2026.
Shareholders will know that we believe the discount is determined by a
combination of demand for Asian equity investment vehicles, the Investment
Case for Invesco Asia Dragon Trust and the Corporate Proposition that we
offer. In order to stimulate more demand for the Company’s shares, we aim to
provide a strong investment case and a strong corporate proposition at the
same time.
Annualised Total Return in Sterling Terms to 30 April 2025(1)(2)
1 3 5 10
year years years years
Net Asset Value % (3) 2.8 2.2 9.3 7.7
Share Price % (3) 7.1 3.4 9.6 8.1
Benchmark % 3.9 1.7 4.3 5.0
(1) Source: LSEG Data & Analytics.
(2) The benchmark index of the Company is the MSCI AC Asia ex Japan Index
(total return, net of withholding tax, in sterling terms).
(3) Alternative Performance Measure (‘APM’). See Glossary of Terms and
Alternative Performance Measures on pages 87 and 88 of the financial report
for details of the explanation and reconciliations of APMs.
The Investment Case
The investment case rests on accessing the attractions of Asian equity markets
through the institutional expertise of Fiona Yang and Ian Hargreaves’ team
at Invesco. The team is unchanged and strong. Their investment process can be
summarised as “valuation not value” and has been very successful with
institutional clients such as pension funds and sovereign wealth investors. In
times like these of great change, we would argue that this forward-looking
active approach (as opposed to a backward-looking index or passive style) is
exactly what is needed. The team have delivered very strong relative
performance for shareholders over 3,5 and 10 years, as shown in the table
above. Like many professional consultants and shareholders we, as fully
independent directors, look for talented stock pickers, a robust process and
consistent outperformance in our investment manager. We believe we have all
three in Fiona, Ian and the team at Invesco.
The Corporate Proposition
The Board has continued to review and adopt measures intended to create
additional demand for the Company’s shares, both from existing and new
shareholders, and to reduce the discount. We have been careful to ensure that
the measures chosen are in the best interests of all shareholders. The
intention is that the gains from each will combine to make the corporate
proposition as compelling as the investment case.
There are multiple elements to our Corporate Proposition, including:
1. Enhanced dividend policy: The Board introduced a new enhanced dividend
policy in 2020 which aimed to pay in two instalments, in the absence of
unforeseen circumstances, a regular dividend equal to approximately 4.0% of
the Company’s NAV. At the time of the combination with Asia Dragon we
changed the frequency to be 1% quarterly. The distribution policy as a whole
is put to shareholders at each AGM. This year 15.6p was paid in three interim
dividends in November 2024 and January and April 2025.
Please note that the policy of paying out approximately 4.0% of NAV may not
lead to dividend payments increasing every year.
2. 100% Unconditional Tender: Unconditional tender offers will be introduced
every three years for up to 100% of the issued share capital at a 4.0%
discount to the prevailing NAV (debt at fair value, cum income). The first one
will be in early 2028. Unconditional tender offers provide the Board with a
strong discount management tool which should constitute an effective and
attractive initiative for shareholders and potential new investors alike,
unlocking the ability to buy and hold shares with the certainty that the size
of their shareholding can be adjusted periodically thereafter, regardless of
relative performance or share rating.
3. Minimising Ongoing Charges Rate (OCR) and Fees: Fair and accurate cost
disclosure for investment trust companies has again been making headlines over
the past year. As a Board we believe that all costs and charges should be
clearly disclosed but also that it is important to remember that these costs
are the ordinary costs of doing business and that they are already deducted in
the net asset value by which we judge performance against our index benchmark.
The Board is responsible for managing the level of charges to shareholders.
Our intention is to seek to reduce gradually the level of ongoing charges over
time. The ongoing charges level as stated at our year-end is distorted by the
effects of the combination and the contribution by Invesco towards the cost of
the transaction. Invesco Asia’s OCR to 30 April 2024 was 1.03%, Asia
Dragon’s to 31 August 2024 was 0.83% (excluding management fee waiver). Once
the Invesco contribution ceases we expect, at current asset levels, the
annualised OCR level is expected to be around 0.77%. The main component of
this is the investment management fee paid to Invesco. The investment
management fee is 0.75% on the first £125 million of the Net Asset Value,
0.60% on the amount above £125 million and up to £450 million of the Net
Asset Value and 0.50% on the Net Asset Value in excess of £450 million.
Other components within the ongoing charges calculation include company
secretarial, external auditor, directors’ fees, custody fees and
miscellaneous others. Outside the ongoing charges calculation are the costs of
gearing and transaction charges, the incidental costs of buying and selling
shares within the portfolio. Both of these have always been included within
the net asset value calculation.
4. Buyback Authority: The Board retains its stated average discount target
of less than 10% of NAV calculated on a cum-income basis over the Company’s
financial year, although the Directors are cognisant of the fact that the
Company’s share rating at any particular time will reflect market conditions
and a combination of various factors, a number of which are beyond the
Board’s control. Share buybacks will occur where and when we consider (in
conjunction with our broker) that such buybacks will be effective, taking into
account market factors and the discounts of comparable funds. Over the year we
have bought back 1,377,000 shares into Treasury pre-combination with Asia
Dragon Trust, representing 2.1% of the starting number of shares in issue.
Post combination 2,298,000 shares have been bought back into Treasury,
representing 1.1% of the initial post-combination number of shares in issue.
Discounts across the whole investment trust sector, not just Asian trusts,
remain elevated. We believe that, in general, Boards should be more proactive
in their discount management policies. We certainly intend to continue to play
our part.
5. Environmental, Social and Governance Matters (ESG): The Board recognises
the importance of ESG considerations in delivering value to shareholders and
our approach and that of the Manager is explained in detail later in this
report. We continue to monitor closely developments in this space and, noting
the growing public discourse on climate change, we have asked the Manager to
highlight examples of holdings in companies that are helping facilitate the
journey towards Net Zero Alignment (’NZA’). The Manager has the resources
to assess the risks and opportunities which may result from accelerating
ESG-driven change. Their Global ESG function, based in Henley, provides input
into the research process and provides a formal ESG oversight process
including meetings with the Portfolio Managers and analysts to review the
portfolio from an ESG perspective. The Manager is a signatory of the Financial
Reporting Council’s Stewardship Code and is an active member of the UK
Sustainable Investment and Finance Association. In addition, the Manager
scored four stars for its Investment & Stewardship Policy under new scoring
methodology produced by PRI. This followed five consecutive years of achieving
an A+ rating for responsible investment (Strategy & Governance) under the
previous methodology. In 2019 the MSCI upgraded the Manager’s ESG rating
from BBB to A and as a signatory and discloser to the Carbon Disclosure
Project it supports enhanced, market-wide environmental disclosure and reports
annually on its climate change management and performance, including
comprehensive emissions accounting.
As well as monitoring at each board meeting the Manager’s assessment of
ESG considerations on individual stock decisions, the Board looks at various
indicators of overall ESG progress. We do not expect every indicator to travel
in the favoured direction in every period: the portfolio will change as will
the measurements. Some factors will have their priorities reassessed over
time, for example products with a military use may now be assessed more
favourably in light of the changing geopolitical environment. Despite this, we
should be able to see progress for many indicators over longer time periods.
Some examples: In the year just ended the Manager engaged with 48 of the 57
portfolio holdings, voting against specific resolutions for 28 of them. The
Manager met a total of 454 companies over the year, engaging with ESG issues
on 280 of them. A year ago, the Company held 24 companies that had not yet
set a net zero target date. Now that number is down to 20. That is due in part
to active engagement with these companies by Invesco.
6. Access to Invesco Expertise: Fiona Yang and Ian Hargreaves successfully
manage over £3.5 billion of institutional assets. Invesco Asia Dragon is the
only vehicle available to UK retail investors who wish to access their track
record. They manage it with a high degree of commonality to their
institutional portfolios but also add the best smaller company opportunities.
7. Engaging more individual shareholders: We are encouraged that an
increasing proportion of our shareholders are individuals, with the proportion
of investors who hold shares of Invesco Asia Dragon Trust plc via
execution-only platforms once again increasing. The Board aims to engage more
directly with individual investors. Working closely with the Manager, we
continue to raise the profile of the Company through new direct investor
information, commentary and events, which will provide access to the thoughts
and views of Fiona and Ian, their team and the Directors. These activities
complement the ongoing engagement with a broad range of professional
investors. Please visit our homepage www.invesco.co.uk/invescoasia where you
can also find presentations, read updates or register to receive regular email
updates or printed copies of the Half-Yearly and Annual Financial Reports. You
can also see third party research (by Kepler Partners) and monthly factsheets
on the Company’s website. Shareholders can also contact us by email at
investmenttrusts@invesco.com.
8. Meeting the Directors and Managers: One of the main attractions of owning
an investment trust over a unit trust or OEIC is that all shareholders have
the opportunity of meeting the Directors and the Managers every year at the
AGM. This year’s meeting will be held in person at Invesco’s London office
at 12 noon on 18 September 2025. As well as the Company’s formal business,
there will be a presentation from Fiona, the opportunity to ask questions to
Fiona, Ian and the Directors and then to chat informally with all of us
afterwards over lunch. Shareholders may bring a guest to these meetings. For
me this is one of the highlights of being Chairman, I look forward to meeting
as many of you as possible. For those unable to make it in person, we will
produce a special version of the presentation and post it onto our website
after the AGM. Shareholders wishing to lodge questions in advance of the AGM
should do so by email to the Company Secretary at investmenttrusts@invesco.com
or, by letter, to 60 London Wall, London, EC2M 5TQ.
9. Gearing: The Company intends to use gearing (or borrowings) actively to
take advantage of its closed-end structure. At the year end the Company had
net gearing of 5.7%.
10. Directors’ Shareholdings: Institutional investors often follow and ask
for information on Directors’ holdings of shares in the Company. These are
shown in the Directors’ Remuneration Report in the Annual Financial Report
and we are required to notify any changes to the stock market by regulatory
announcement. Additionally, our Portfolio Managers, Fiona and Ian are both
shareholders in the Company and we can confirm that their remuneration by the
Manager is partly determined by the performance of the Company.
Cancellation of share premium account
As noted above, on 13 February 2025, the Company announced the completion of
its combination with Asia Dragon Trust plc (‘DGN’) pursuant to which the
Company acquired approximately £544 million of assets from DGN in
consideration for the issue of 142,619,864 new ordinary shares of 10p each in
the capital of the Company. The issue of these new ordinary shares, at a
premium to their nominal value, created a share premium account in the
Company’s balance sheet of £530,091,000.
The Company’s share premium account is a non-distributable reserve and the
Company is therefore unable to use it either for making purchases of its own
shares or for making distributions to shareholders, including the payment of
dividends. As at 30 April 2025, the Company had distributable reserves of
£172,435,000.
Accordingly, in order to enhance the Company’s distributable reserves
position, the Company is seeking shareholder approval at the AGM to cancel the
Company’s share premium account. If approved by shareholders, and
subsequently by the Court, this will result in an increase of the Company’s
distributable reserves and thereby provide greater flexibility to the Company
in the future to make purchases of its shares and other distributions to
shareholders, including the payment of dividends.
Please refer to the Directors’ Report on pages 39 to 42 for further detail.
Update
Since 30 April 2025, the NAV total return has been +11.8%, underperforming the
index return of +12.0%. The share price has returned +12.2% with the discount
narrowing/widening to 10.0%.
Outlook
After a prolonged period of uncertainty was capped off in spectacular fashion
by President Trump’s tariff announcements, it is now possible to say that
the worst appears to be behind us. Tariff levels now appear to be clearer
and many companies will be able to work around them. Further sector by sector
trade deals are likely to emerge. It was always the case that China would wait
to see what the US would do before using up all of their firepower to reflate
their domestic property market and consumer sector. The tariffs and trade
uncertainty will cause economic slowdowns this year but the scene is now set
for recovery from 2026. Domestic consumption growth in Asia combined with
currency appreciation would be a powerful combination. With a starting point
of attractive valuations, especially by comparison to world markets, and in
the knowledge that foreign investors have historically low Asian weightings,
the conditions for a new bull market are nearly all in place. Invesco Asia
Dragon offers investors a yield of 4.5% based on the share price and a
discount to NAV of 10.0%, both at the time of writing. We offer an attractive
investment case and a strong corporate proposition just at the time Asia might
be hitting the sweet spot.
Neil Rogan
Chairman
16 July 2025
Portfolio Managers’ Report Q&A
Portfolio Manager
Fiona Yang is the lead Co-Portfolio Manager of Invesco Asia Dragon Trust plc
(formerly Invesco Asia Trust plc) from 1 May 2024 following her appointment
as Co-Portfolio Manager in January 2022. She is a member of the Henley-based
Asian & Emerging Markets Equities team, currently based in Singapore. Fiona
started her career with Goldman Sachs in July 2012 and became a member of
their Asian Equity sales team as a China product specialist. She joined
Invesco in August 2017. Fiona is also the fund manager on the Invesco Asian
Equity Income Fund (UK) and provides stock and sector research covering the
wider Asia ex-Japan region with a focus on China H and A share markets.
Portfolio Manager
Ian Hargreaves is the Co-Portfolio Manager of Invesco Asia Dragon Trust plc
(formerly Invesco Asia Trust plc) and Co-Head of the Asian & Emerging Markets
Equities team at Invesco which manages pan-Asian portfolios and covers the
entire Asian region. He has led this team as Co-Head since 2018. He started
his investment career with Invesco Asia Pacific in Hong Kong in 1994 as an
investment analyst where he was responsible for coverage of Indonesia, South
Korea and the Indian sub-continent, as well as managing several regional
institutional client accounts. Ian returned to the UK to join Invesco’s
Asian Equities team in 2005, working on the portfolio as part of the
investment team. He was appointed as joint Portfolio Manager in 2011 and
became the sole Portfolio Manager on 1 January 2015, up until the appointment
of Fiona Yang as Co-Portfolio Manager in January 2022. Ian swapped roles with
Fiona effective 1 May 2024 and they continue to work very closely together on
the Company’s portfolio.
Q How has the Company performed in the year under review?
A The Company’s net asset value grew by 2.8% (total return, in sterling
terms) over the twelve months to 30 April 2025, which compares to the
benchmark MSCI AC Asia ex Japan index total return of 3.9%.
The performance narrative for the period was broadly positive, with Asian
equity markets enjoying positive momentum for most of the period, supported by
the start of a global rate easing cycle, attractive starting valuations and
robust corporate earnings.
However, it has not been plain sailing, with Asian markets weakening initially
in response to the US election result, before a China-led rebound to start the
year on the back of signs of improvement in fundamentals and some excitement
related to progress in AI and robotics. Then came ‘Liberation Day’, larger
than expected ‘reciprocal’ tariffs and a period of heightened volatility
for global financial markets, and although there has been a de-escalation on
tariffs, investors continue to face significant uncertainty in the direction
of US policy under the current administration.
Against this backdrop, the portfolio delivered a positive return, albeit
behind that of the benchmark index. Strong stock selection across different
countries and sectors has helped compensate for the impact of being overweight
the two worst performing markets in Asia, with Korea and Indonesia both
impacted by domestic political headwinds. Meanwhile, a change in market
leadership meant the portfolio’s tilts towards Singapore, Hong Kong and
China have contributed positively to relative performance, as have underweight
positions in India and Taiwan. Our approach continues to be guided by
valuations, with a focus on stock picking, balance sheet strength, and
maintaining a well-diversified portfolio, rather than trying to lean too
heavily on specific macro outcomes.
Q What have been the biggest contributors to relative performance?
A Chinese and ASEAN internet companies, and banks from across South Asia.
Tencent was the biggest single contributor, supported by a strong set of
earnings results that demonstrated the benefits of deploying gen-AI tools in
both its gaming and online advertising businesses. Online game developer
NetEase and digital freight company Full Truck Alliance also made significant
contributions, with growing market confidence that they can sustain steady
growth. ASEAN internet companies delivered very strong returns, with Grab
following Sea on a clear pathway towards profitability, with the two companies
offering attractive exposure to the region’s most attractive consumer
internet verticals (gaming, e-commerce, fintech, ride hailing and food
delivery). Chinese noodle and beverage manufacturer Tingyi also added value,
benefitting from improved profitability and a downward adjustment in the
market risk premium for Chinese stocks.
In financials, Kasikornbank enjoyed a share price re-rating as asset quality
concerns eased and the market started to focus on the prospect of this well
capitalised Thai bank paying higher dividends. Indian private banks added
value, particularly HDFC Bank on the back of better-than-expected earnings,
while United Overseas Bank in Singapore also outperformed.
Q And detractors?
A Samsung Electronics was the biggest single detractor. As we noted in our
last report, the market was swift to de-rate the shares last year amidst
concerns over operational issues at its semiconductor business, but the shares
have since found support, albeit close to trough valuation levels below book
value. It is still unclear how or when these problems will be resolved, but
the market is pricing in no near-term resolution, which suggests to us a
degree of asymmetry in the balance of risk and reward. Its other businesses
are performing reasonably well, and the company is using its very strong
balance sheet to buy back shares equivalent to 10 trillion won
(£5.7 billion) which represents 3.1% of its total market capitalisation.
Meanwhile, LG Chemical has faced ongoing challenges in its chemical business
and a slowdown in EV battery demand, at the same time as capital expenditure
has remained high, which has impacted profitability. A slowdown in India’s
economy impacted Delhivery’s supply chain solutions segment, a key revenue
contributor. Anglo American ended the period lower after its board rejected
BHP’s takeover offer, with restructuring plans underway that we expect to
unlock shareholder value.
Indonesian stocks were generally weak, particularly cement manufacturer Semen
Indonesia, Telkom Indonesia and PT Bank Negara Indonesia Persero. Finally, IT
services company EPAM Systems de-rated as expectations grew that macro
uncertainty would delay a recovery in discretionary IT spending, although this
is more than reflected in the price, in our view.
Q How are you dealing with US tariffs and current levels of uncertainty?
A Trump’s partial climbdown on tariffs has settled markets, but uncertainty
remains high given the lack of visibility and the erratic nature of policy
making under the current US administration. Tariffs remain in place higher
than pre Trump but at lower levels than first announced. While there has been
some downward revision to earnings expectations, there is scope for further
adjustment and a need to factor in a higher risk premium given reduced
visibility, particularly in more cyclical sectors.
We have been very focussed on fundamentals, and speaking to our portfolio
companies to get their perspectives and better understand how tariffs may
impact their business strategy and future earnings. No changes were made to
the portfolio, which overall has only limited exposure to exporters. Many of
the businesses that we invest in generate most of their earnings domestically
and have the benefit of a strong balance sheet. At times like this, one is
reminded of the benefit of having a portfolio (ex-financials) that enjoys a
net cash position in aggregate.
Whatever happens next, tariffs are a lose-lose proposition, but Asian
companies have been managing this risk for several years now and intra-Asian
emerging markets trade has been increasing despite global trade stagnating.
Good companies have been able to find other markets to export to. Some
companies may even benefit if it means less competition from weaker players,
and they are better at reorganising their supply chains.
Q Have you any specific examples of how companies have been affected?
A MINTH is probably the best example, a Chinese auto parts manufacturer in
what was already a tough industry. However, the company is well positioned and
could be a relative winner. It has already built local manufacturing
capability in the US and Europe, and its battery housing business (the largest
part of the orderbook) puts it on the right side of the EV transition.
MINTH’s biggest vulnerability is 25% revenue exposure to foreign joint
venture brands in China that are rapidly losing market share. We feel the
earnings uncertainty is already more than reflected in the valuation, which
appears attractive at a forward price-earnings ratio of around 8x.
Q India appears to have less tariff sensitivity, are you considering reducing
your underweight position?
A That’s the obvious trade. Markets like India and Indonesia export much
less to the US compared to other countries, with economies that also have
strong structural growth potential. The Indian equity market is also less
expensive than it was after a patch of underperformance, with the economy
having gone through a soft patch, but we feel current valuation levels are
still relatively full and remain vulnerable to further downward revisions to
earnings expectations.
One area we have been monitoring is the Indian IT services sector, as macro
uncertainty sees clients delay or cut discretionary IT spending plans.
Although valuations have pulled back from higher levels, they still appear
expensive relative to history. Instead, we’ve been adding to EPAM Systems, a
US-listed peer with a significant Asian footprint, that has already de-rated
to what we consider to be a significant discount to fair value. EPAM’s
revenues are also less exposed to legacy technology than the Indian companies,
so it ought to be able to grow faster when the recovery eventually happens.
Q Indonesia has been a tough market, why are you overweight?
A Investor sentiment has been negatively impacted by the direction of policy
under President Prabowo, who since taking power in October has introduced a
popular, but costly, free school lunch policy and set up a holding company for
Indonesia’s State-Owned Enterprises (SOEs) called Danantara. He has also
loosened rules that limit the role of military personnel in SOEs and
questioned Indonesia’s policy of capping the fiscal deficit at 3% of gross
domestic product.
Unfortunately, this has coincided with a weak patch for Indonesia’s economy,
as post-Covid inflation has weighed on lower income cohorts. However, the
current account is close to being in surplus, debt/GDP ratios are low, with an
orthodox monetary policy and limited signs of excess. So, when we look at the
valuation of the Indonesian market, which on a price to book basis, is as
lowly rated as at any time since the end of the Asian Financial Crisis, we are
left asking ourselves whether the market is pricing the risks correctly, or is
there an opportunity being created by investors’ fears?
MSCI Indonesia, Price-to-book ratio
Source: Bloomberg, Invesco as at 30 April 2025.
Domestic political risk has risen as economic growth has slowed, and the risks
appear greater than they were a few years ago. However, we believe the economy
is resilient enough to cope with likely headwinds from domestic policy making,
and many of these risks already appear to have been priced by the market.
Earnings growth is unlikely to be particularly strong, but that is already
more than reflected in ‘crisis’ valuations, while our banks and telecom
holdings have very attractive dividend yields of 7-9%. All that’s lacking is
an obvious catalyst for positive earnings revisions.
So, we have increased our overweight position, selectively adding to existing
holdings as well as introducing Bank Rakyat Indonesia (BRI), one of the
country’s leading banks, which specialises in microlending. BRI’s micro
lending business has high entry barriers and consequently generates high
returns on equity. The bank is extremely well capitalised with a common equity
tier one ratio of 25%, so is well positioned to weather adverse economic
conditions. The stock trades on 1.9x price to book with an 8% dividend yield.
Q Are there any other changes to positioning worth flagging?
A The portfolio continues to have modest overweight positions in Hong Kong &
China, where we have remained active. Earlier in the period there was a shift
away from companies that had sensitivity to the downward trend in property
completions in favour of undervalued companies where we have greater
conviction that earnings could surprise positively. In the second half, we
continued to add to Sands China and hotel operator H World, while also
introducing Sany Heavy Industry (the largest construction machinery
manufacturer in China) and Shenzhen Mindray Bio-Medical, both of which are
domestically listed ‘A’ shares. In turn, we sold Hansoh Pharmaceutical
with the share price appearing close to fair value after a period of
outperformance.
In South Korea, we have taken advantage of recent market weakness to add to
existing holdings we felt were attractively valued, and introduced Samsung
E&A, an engineering and construction company involved in hydrocarbon and new
energy projects in the Middle East, as well as building infrastructure for the
Samsung Group. We also sold Hyundai Motor, which significantly outperformed as
the discount which the 2nd Preference shares trade at relative to the
ordinary share class narrowed. In turn, we introduced auto-parts and
after-service provider Hyundai Mobis, where there is scope for a margin
recovery to support a share price re-rating.
Finally, we sold: the last of our small holding in Vietnamese steel producer
Hoa Phat; and Australian holding QBE Insurance, another strong performer in
recent years that had reached what we considered to be fair value.
Q Any final thoughts?
A Irrespective of current macro uncertainty, Asia is home to some of the most
exciting investment opportunities in the world and provides diversification
benefits for investors with a global remit. In North Asia, you can find world
leading manufacturing and technology companies, supply chains for AI and
renewable energy technologies that play an important role in global trade and
the energy transition. China, India and Southeast Asia are hotbeds of growth
in consumer demand, with innovative internet and e-commerce businesses.
Exposure to rising incomes and a growing middle class is also accessible
through well capitalised financials across the region.
Asian equities currently offer double-digit earnings growth, with reasonable
valuation levels across much of the universe. However, the asset class
continues to trade at a significant discount to global equities, particularly
the US market. Furthermore, Asian currencies have started to strengthen
relative to the US dollar, which remains overvalued against most currencies,
with the performance of Asian equity markets having historically tended to
benefit from a weakening US dollar trend. This continues to be fertile ground
for active stock pickers, with significant valuation disparity across Asian
markets, and genuine improvements in shareholder return policies.
Whilst we remain mindful of geopolitical risks and the uncertainty that may
come with the Trump administration’s pursuit of protectionist policies,
Asian corporates have healthy balance sheets and competitive advantages which
could make them more resilient than what is being implied in valuations.
Moreover, if specific channels of global trade are forced to reconfigure away
from China, other Asian countries could benefit, which would likely see
further growth in intra-Asian trade.
Fiona Yang & Ian Hargreaves
Portfolio Managers
16 July 2025
Investments in Order of Valuation
at 30 April 2025
Ordinary shares unless stated otherwise
† The sector group is based on MSCI and Standard & Poor’s Global Industry
Classification Standard.
Market
Value % of
Company Sector † Country £’000 Portfolio
Taiwan Semiconductor Semiconductors and Semiconductor Equipment Taiwan 71,612 9.3
Manufacturing
Tencent R Media and Entertainment China 57,939 7.5
Samsung Electronics Technology Hardware and Equipment South Korea
– ordinary shares 29,797 3.9
– preference shares 17,407 2.2
47,204 6.1
HDFC Bank Banks India 45,458 5.9
AIA Insurance Hong Kong 29,375 3.8
Kasikornbank F Banks Thailand 28,507 3.7
NetEase R Media and Entertainment China 27,963 3.6
Alibaba R Consumer Discretionary Distribution and Retail China 25,931 3.3
Shriram Finance Financial Services India 18,870 2.4
United Overseas Bank Banks Singapore 18,694 2.4
Top Ten Holdings 371,553 48.0
Full Truck Alliance – ADS Transportation China 17,820 2.3
Grab Transportation Singapore 17,524 2.3
Anglo American Materials United Kingdom 15,399 2.0
ENN Energy R Utilities China 14,591 1.9
JD.com R Consumer Discretionary Distribution and Retail China 14,477 1.9
ICICI Bank – ADR Banks India 14,277 1.8
China Resources Beer Food, Beverage and Tobacco Hong Kong 13,921 1.8
H World R Consumer Services China
– ordinary shares 7,004 0.9
– ADR 6,812 0.9
13,816 1.8
Samsung Fire & Marine Insurance South Korea 13,725 1.8
Wuliangye A Food, Beverage and Tobacco China 12,928 1.7
Top Twenty Holdings 520,031 67.3
Yageo Technology Hardware and Equipment Taiwan 12,915 1.7
CK Asset Real Estate Management and Development Hong Kong 12,507 1.6
Yili A Food, Beverage and Tobacco China 12,301 1.6
Largan Precision Technology Hardware and Equipment Taiwan 12,182 1.6
Bank Rakyat Banks Indonesia 12,111 1.6
Sands China Consumer Services Hong Kong 11,385 1.5
Astra International Capital Goods Indonesia 10,976 1.4
Hyundai Mobis Automobiles and Components South Korea 10,828 1.4
Naver Media and Entertainment South Korea 10,546 1.3
MediaTek Semiconductors and Semiconductor Equipment Taiwan 9,839 1.3
Top Thirty Holdings 635,621 82.3
Link REIT Equity Real Estate Investment Trusts (REITs) Hong Kong 9,471 1.2
PT Bank Negara Indonesia Banks Indonesia 8,570 1.1
Persero
Telkom Indonesia Telecommunication Services Indonesia 8,482 1.1
Vinamilk Food, Beverage and Tobacco Vietnam 7,795 1.0
Delhivery Transportation India 7,679 1.0
Woodside Energy Energy Australia 7,182 0.9
Sany Heavy Industry A Capital Goods China 6,634 0.9
KB Financial Banks South Korea 6,587 0.9
PDD Holdings – ADS Consumer Discretionary Distribution and Retail Ireland 6,587 0.9
Power Grid Utilities India 6,497 0.8
Top Forty Holdings 711,105 92.1
Samsung E&A Capital Goods South Korea 5,991 0.8
LG Chemical Materials South Korea 5,814 0.7
Uni-President Food, Beverage and Tobacco Taiwan 5,365 0.7
EPAM Systems Software and Services United States 5,332 0.7
LG Household & Health Care Household and Personal Products South Korea 5,168 0.7
Shenzhen Mindray Health Care Equipment and Services China 5,029 0.6
Bio-Medical A
Tingyi R Food, Beverage and Tobacco China 3,756 0.5
Beijing Capital International Transportation China 3,700 0.5
Airport H
SK Hynix Semiconductors and Semiconductor Equipment South Korea 3,666 0.5
Semen Indonesia Materials Indonesia 3,607 0.5
Top Fifty Holdings 758,533 98.3
Tencent Music Entertainment Media and Entertainment China 3,574 0.4
– ADS
MINTH Automobiles and Components Hong Kong 3,143 0.4
Sea – ADS Media and Entertainment Singapore 2,341 0.3
Shenzhen Transsion A Technology Hardware and Equipment China 2,271 0.3
Dyno Nobel Chemicals Australia 1,290 0.2
China MeiDong Auto R Consumer Discretionary Distribution and Retail China 1,043 0.1
Lime Co UQ Capital Goods South Korea 34 –
Total Holdings 57 (2024: 58) 772,229 100.0
A: A-shares – shares that are denominated in Renminbi and traded on the
Shanghai and Shenzhen stock exchanges.
ADR/ADS: American Depositary Receipts/Shares – are certificates that
represent shares in the relevant stock and are issued by a US bank. They are
denominated and pay dividends in US dollars.
F: F-Shares – shares issued by companies incorporated in Thailand that are
available to foreign investors only. Thai laws have imposed restrictions on
foreign ownership of Thai companies so there is a pre-determined limit of
these shares. Voting rights are retained with these shares.
H: H-Shares – shares issued by companies incorporated in the People’s
Republic of China (‘PRC’) and listed on the Hong Kong Stock Exchange.
R: Red Chip Holdings – holdings in companies incorporated outside the PRC,
listed on the Hong Kong Stock Exchange, and controlled by PRC entities by way
of direct or indirect shareholding and/or representation on the board.
UQ: Unquoted investment.
Classification of Investments by Country/Sector
at 30 April
2025 2024
Market Value % of Market Value % of
£’000 Portfolio £’000 Portfolio
Australia
Chemicals 1,290 0.2 – –
Energy 7,182 0.9 – –
Insurance – – 1,970 0.8
Materials – – 1,721 0.7
8,472 1.1 3,691 1.5
China
Capital Goods 6,634 0.9 – –
Consumer Discretionary Distribution and Retail 41,451 5.3 14,111 5.7
Consumer Durables and Apparel – – 5,912 2.4
Consumer Services 13,816 1.8 1,199 0.5
Food, Beverage and Tobacco 28,985 3.8 10,945 4.3
Health Care Equipment and Services 5,029 0.6 – –
Insurance – – 2,070 0.8
Media and Entertainment 89,476 11.5 23,524 9.3
Pharmaceuticals, Biotechnology and Life Sciences – – 3,371 1.3
Technology Hardware and Equipment 2,271 0.3 – –
Transportation 21,520 2.8 6,993 2.8
Utilities 14,591 1.9 2,981 1.2
223,773 28.9 71,106 28.3
Hong Kong
Automobiles and Components 3,143 0.4 3,337 1.3
Consumer Durables and Apparel – – 2,186 0.9
Consumer Services 11,385 1.5 – –
Equity Real Estate Investment Trusts (REITs) 9,471 1.2 3,469 1.4
Food, Beverage and Tobacco 13,921 1.8 1,735 0.7
Insurance 29,375 3.8 9,600 3.8
Real Estate Management and Development 12,507 1.6 4,746 1.9
79,802 10.3 25,073 10.0
India
Banks 59,735 7.7 15,598 6.2
Financial Services 18,870 2.4 5,760 2.3
Transportation 7,679 1.0 3,751 1.5
Utilities 6,497 0.8 1,737 0.7
92,781 11.9 26,846 10.7
Indonesia
Banks 20,681 2.7 3,154 1.3
Capital Goods 10,976 1.4 2,942 1.2
Materials 3,607 0.5 2,320 0.9
Telecommunication Services 8,482 1.1 1,916 0.7
43,746 5.7 10,332 4.1
Ireland
Consumer Discretionary Distribution & Retail 6,587 0.9 – –
Money Market Fund – – 1,494 0.6
6,587 0.9 1,494 0.6
Singapore
Banks 18,694 2.4 5,407 2.2
Media and Entertainment 2,341 0.3 2,756 1.1
Transportation 17,524 2.3 3,810 1.5
38,559 5.0 11,973 4.8
South Korea
Automobiles and Components 10,828 1.4 2,532 1.0
Banks 6,587 0.9 2,631 1.0
Capital Goods 6,025 0.8 37 –
Household and Personal Products 5,168 0.7 1,572 0.6
Insurance 13,725 1.8 5,399 2.1
Materials 5,814 0.7 3,776 1.5
Media and Entertainment 10,546 1.3 – –
Semiconductors and Semiconductor Equipment 3,666 0.5 6,045 2.4
Technology Hardware and Equipment 47,204 6.1 19,021 7.6
109,563 14.2 41,013 16.2
Switzerland
Consumer Durables and Apparel – – 2,845 1.1
– – 2,845 1.1
Taiwan
Food, Beverage and Tobacco 5,365 0.7 1,724 0.7
Semiconductors and Semiconductor Equipment 81,451 10.6 26,198 10.4
Technology Hardware and Equipment 25,097 3.3 10,668 4.2
111,913 14.6 38,590 15.3
Thailand
Banks 28,507 3.7 6,994 2.8
28,507 3.7 6,994 2.8
United Kingdom
Materials 15,399 2.0 6,171 2.5
15,399 2.0 6,171 2.5
United States
Software & Services 5,332 0.7 – –
5,332 0.7 – –
Vietnam
Food, Beverage and Tobacco 7,795 1.0 2,908 1.2
Materials – – 2,211 0.9
7,795 1.0 5,119 2.1
Total 772,229 100.0 251,247 100.0
Sector over/underweights (%)
As at 30 April 2025
Company Index Active
Consumer Staples 7.93 3.93 4.00
Communication
Services 14.36 11.14 3.22
Financials 25.40 22.64 2.76
Industrials 9.11 7.33 1.78
Real Estate 2.85 2.25 0.60
Utilities 2.73 2.63 0.10
Materials 3.38 3.64 –0.26
Energy 0.93 3.26 –2.33
Health Care 0.65 3.60 –2.95
Information
Technology 21.37 24.69 –3.32
Consumer
Discretionary 11.29 14.89 –3.60
Country over/underweights (%)
As at 30 April 2025
Company Index Active
Indonesia 5.67 1.43 4.24
South Korea 14.19 10.66 3.53
Thailand 3.69 1.42 2.27
United Kingdom 1.99 0.00 1.99
Australia 1.10 0.00 1.10
Vietnam 1.01 0.00 1.01
Singapore 4.99 4.11 0.88
Ireland 0.85 0.00 0.85
China & Hong Kong 39.31 38.60 0.71
United States 0.69 0.04 0.65
Macau 0.00 0.18 –0.18
Philippines 0.00 0.59 –0.59
Malaysia 0.00 1.59 –1.59
Taiwan 14.49 19.42 –4.93
India 12.02 21.96 –9.94
Business Review
Purpose, Business Model and Strategy
Invesco Asia Dragon Trust plc is an investment company and its investment
objective is set out below. The strategy the Board follows to achieve that
objective is to set investment policy and risk guidelines, together with
investment limits, and to monitor how they are applied. These are also set out
below and have been approved by shareholders.
The Company’s purpose is to provide shareholders with long-term capital
growth and income by investing in a diversified portfolio of Asian and
Australasian companies. The business model the Company has adopted to achieve
its investment objective has been to contract out investment management and
administration to appropriate external service providers, which are overseen
by the Board. The principal service provider is Invesco Fund Managers Limited,
which throughout this report is referred to as ‘the Manager’. Invesco
Asset Management Limited, an associate company of the Manager, manages the
Company’s investments and acts as Company Secretary under delegated
authority from the Manager.
The Manager provides company secretarial, marketing and general administration
services including accounting and manages the portfolio in accordance with the
Board’s strategy.
Fiona Yang and Ian Hargreaves are the Co-Portfolio Managers responsible for
the day-to-day management of the portfolio.
The Company also has contractual arrangements with MUFG Corporate Markets
(formerly known as Link Group) to act as registrar and the Bank of New York
Mellon (International) Limited (‘BNYMIL’) as depositary and custodian.
Investment Objective
The Company’s objective is to provide long-term capital growth and income by
investing in a diversified portfolio of Asian and Australasian companies. The
Company aims to achieve growth in its net asset value (‘NAV’) total return
in excess of the Benchmark Index, the MSCI AC Asia ex Japan Index (total
return, net of withholding tax, in sterling terms).
Investment Policy
The Company invests primarily in the equity securities of companies listed on
the stock markets of Asia (ex Japan) including Australasia. It may also invest
in unquoted securities up to 10% of the value of the Company’s gross assets,
and in warrants and options when it is considered the most economical means of
achieving exposure to an asset.
The Company is actively managed and the Manager has broad discretion to invest
the Company’s assets to achieve its investment objective. The Manager seeks
to ensure that the portfolio is appropriately diversified having regard to
individual stock weightings and the geographic and sector composition of the
portfolio.
Investment Limits
The Board has prescribed limits on the investment policy, including:
– exposure to any one company may not exceed 15% of total assets;
– exposure to group-related companies may not exceed 15% of total assets;
– the Company may not invest more than 10% of total assets in any one
listed closed-ended investment fund including ETFs;
– the Company may not invest more than 10% in aggregate in unquoted
investments;
– the Company may invest in warrants and options up to a maximum of 10% of
total assets. Apart from these and currency hedges, other derivative
instruments are not permitted; and
– the Company may use borrowings up to 25% of net assets.
With the exception of borrowings in foreign currency, the Company does not
normally hedge its currency positions but may do so if considered appropriate.
All the above limits are applied at the time of acquisition, except gearing
which is monitored on a daily basis.
Borrowing and Debt
The Company’s borrowing policy is determined by the Board. The level of
borrowing may be varied in accordance with the Portfolio Managers’
assessment of risk and reward, subject to the overall limit of 25% of net
assets and the availability of suitable finance. In normal market conditions,
the level of borrowing is expected generally to be no more than 15% of net
assets.
Performance and Key Performance Indicators
The Board reviews performance by reference to a number of Key Performance
Indicators which include the following:
• the NAV and share price;
• peer group performance;
• discount;
• dividend; and
• ongoing charges ratio.
A chart showing the total return NAV and share price performance compared to
the Company’s benchmark index can be found on page 6.
Peer group performance is monitored in relation to five investment trusts in
the Asia Pacific Equity Income sector and four investment trust companies in
the Asia Pacific sector that in the opinion of the Board form the nine
companies in the bespoke peer group of the Company. These are trusts that
invest for growth and income in the Asia excluding Japan sector, as these most
closely match the Company’s investment objective and capital structure. As
at 30 April 2025, in total return NAV terms the Company was ranked second over
one year, third over three years and third over five years (source:
Association of Investment Companies).
The discount of the shares is monitored on a daily basis. During the year the
shares traded at a discount to NAV in a range of 7.0% to 15.7% with an
average discount of 11.2%. The graph on page 25, plots the discount over the
two years to 30 April 2025. At the year end, the discount to the NAV stood
at 10.2%.
The Board considers it desirable that the Company’s shares do not trade at a
significant discount to NAV and believes that, in normal market conditions,
the shares should trade at a price which on average represents a discount not
more than 10% of NAV on a cum ≠income basis. To enable the Board to take
action to deal with any material overhang of shares in the market it seeks
authority from shareholders annually to buy back shares. Shares may be
repurchased when, in the opinion of the Board, the discount is wider than
desired and shares are available in the market. The Board considers that the
repurchase of shares at a discount will enhance net asset value for remaining
shareholders and may also assist in addressing the imbalance between the
supply of and demand for the Company’s shares and thereby reduce the scale
and volatility of the discount at which the shares trade in relation to the
underlying net asset value.
Discounts across the whole investment trust sector, not just Asian trusts,
remain elevated and the average discount of the share price to net asset value
was higher than the Board’s tolerance at 11.2%. The Board undertook a
buyback programme during the year and as at 30 April 2025, a total of
3,675,000 shares had been repurchased into treasury.
The ten year record for dividends can be found on page 6, and the ongoing
charges ratio for the last two years on page 88.
Results and Dividend
For the year ended 30 April 2025 the NAV total return was 2.8% compared to the
total return on the benchmark index of 3.9%. The Portfolio Managers’ Report
on pages 11 to 13 reviews the results.
Prior to implementation of the combination with Asia Dragon Trust plc the
dividend policy aimed to pay in two equal instalments in November and April in
each year, in the absence of unforeseen circumstances, a regular aggregate
annual dividend equal to approximately 4.0% of NAV, calculated by reference to
the NAV on the last business day of September.
Following implementation of the combination the Company maintained its current
policy of paying an aggregate annual dividend equal to approximately 4.0% of
its NAV, but increased the frequency of its dividend payments to a quarterly
basis (i.e. approximately 1.0% every three months), with payments to be made
in January, April, July and October of each year.
In addition, and with effect from 1 May 2025, the date was set at the last
business day of April for the NAV by reference to which the four quarterly
payments of 1% would be calculated, commencing on 30 April 2025. Dividends can
be paid from a combination of the Company’s revenues, revenue reserves and
capital reserves as required. Shareholders should note that the dividend
policy of paying dividends calculated as a percentage of NAV means that
dividends could fall if the NAV falls. The Company has paid three interim
dividends in respect of the financial year; a first interim dividend of 7.8p
per ordinary share was paid on 29 November 2024 to shareholders on the
register on 8 November 2024. The second interim dividend of 3.9p per ordinary
share was paid on 31 January 2025 to shareholders on the register on 17
January 2025. The third interim dividend of 3.9p per ordinary share was paid
on 25 April 2025 to shareholders on the register on 11 April 2025. This gives
a dividend yield of 4.9%, based on share price at year end.
Whilst the quarterly interim dividends are not subject to a resolution at the
forthcoming AGM, a resolution to approve the Company’s dividend payment
policy will be put to shareholders at the AGM on 18 September 2025.
Financial Position and Borrowing
The Company’s balance sheet on page 65 shows the assets and liabilities at
the year end. Details of the Company’s bank facility are shown in note 11 to
the financial statements, with interest paid (finance costs) shown in note 5.
Outlook, including the Future of the Company
The main trends and factors likely to affect the future development,
performance and position of the Company’s business can be found in the
Portfolio Managers’ Report of this Strategic Report. Further details of the
principal risks affecting the Company are set out in the section: ‘Principal
and Emerging Risks and Uncertainties’ on pages 27 to 31.
Investment Process
At the core of the Manager’s philosophy is a belief in active investment
management. Fundamental principles drive an active investment approach, which
aims to deliver attractive total returns over the long term. The investment
process emphasises pragmatism and flexibility, active management, a focus on
valuation and the combination of top-down and bottom-up fundamental analysis.
Bottom-up analysis forms the basis of the investment process. It is the key
driver of stock selection and is expected to be the main contributor to alpha
generation within the portfolio. Portfolio construction at sector level is
largely determined by this bottom-up process but is also influenced by
top-down macroeconomic views.
Research provides a detailed understanding of a company’s key historical and
future business drivers, such as demand for its products, pricing power,
market share trends, cash flow and management strategy. This allows the
Manager to form an opinion on a company’s competitive position, its
strategic advantages/disadvantages and the quality of its management. The team
has contact with several hundred companies during each year. The portfolio
management team travel to the region 3-4 times per year. The Manager will also
use valuation models selectively in order to understand the assumptions that
brokers/analysts have incorporated into their valuation conclusions and as a
structure into which the Manager can input its own scenarios.
Risk management is an integral part of the investment management process. Core
to the process is that risks taken are not incidental but are understood and
taken with conviction. The Manager controls stock-specific risk effectively by
ensuring that the portfolio is appropriately diversified.
Also, in-depth and constant fundamental analysis of the portfolio’s holdings
provides the Manager with a thorough understanding of the individual stock
risk taken. The Manager’s internal Performance & Risk Team, an independent
team, ensures that the Portfolio Managers adhere to the portfolio’s
investment objectives, guidelines and parameters. There is also a culture of
challenge and debate within the portfolio management team regarding portfolio
construction and risk.
The Manager considers ESG and climate related risks as part of the overall
investment process. Further details on this aspect of the process is discussed
on pages 14 and 15.
Internal Control and Risk Management
The Directors have overall responsibility for the risk control framework and
are responsible for reviewing the effectiveness of these controls. This
includes safeguarding the Company’s assets. The following describes how the
Directors have carried out a robust assessment of the principal and emerging
risks facing the Company, including those that would threaten its business
model, future performance, solvency or liquidity.
The Audit Committee (the ‘Committee’), on behalf of the Board, has
established an ongoing process for identifying and undertaking a rigorous
assessment of current and emerging risks to which the Company is exposed. This
assessment references a risk control summary, which maps the risks, mitigating
controls in place, and monitoring and reporting of relevant information.
As part of the process, the Committee has categorised into four categories:
strategic; investment management; third party service providers; and
regulation and corporate governance. An explanation of these categories
follows.
Strategic Risk
The Board sets the strategy including objectives of the Company and how these
should be achieved. The Board assesses the performance of the Company in the
context of the market and macro-economic issues, and gives direction, while
monitoring the Manager and other third parties for the actions they take on
behalf of the Company.
Investment Management Risk
Investment management covers management of the portfolio together with cash
management, gearing and hedging i.e. the items which the Portfolio Managers
have control of, and which generate the Company’s performance.
Third Party Service Providers Risk
The Company has no employees and its Directors are appointed on a
non-executive basis. The Company is reliant on Third Party Service Providers
(‘TPP’) for its executive functions. The Company’s most significant TPP
is the Manager – to which portfolio management, company secretarial and
administrative services are delegated. Other significant TPPs are the broker,
depositary, custodian and registrar.
Regulation and Corporate Governance Risk
The regulations with which the Company is required to comply include the
provisions of the Companies Act 2006, the UK Listing Rules, the Alternative
Investment Fund Managers Directive, the Market Abuse Regulation, the Financial
Conduct Authority’s (‘FCA’) Disclosure Guidance and Transparency Rules,
tax regulation as an investment trust, the UK Corporate Governance Code and
Accounting Standards.
The residual risk ratings analysed in the Risk Control Matrix, enable the
Directors to concentrate on those risks that are most significant and also
forms the basis of the list of principal risks and uncertainties.
The Company’s oversight and its control environment is based on the
Company’s relationship with its TPPs all of which have clearly defined lines
of responsibility, delegated authority, and control procedures and systems.
The Company uses the three lines of defence model, which is also embedded into
the Manager’s risk management systems.
The effectiveness of the Company’s internal control and risk management
system is reviewed at least annually by the Committee. The Committee has
received satisfactory reports on the operations and systems of internal
control of the Manager, custodian and registrar. Reports on the Manager
encompassed all the areas the Manager is responsible for: investment
management, company secretarial and general administration. The Committee also
received a comprehensive and satisfactory report from the depositary at the
year end Committee meeting.
Due diligence is undertaken and contracts considered before arrangements are
entered into with any TPP. The Manager regularly reviews the arrangements with
each of the TPPs including service standards, the performance of all TPPs
through formal and informal meetings, and by reference to third party
independently audited service organisation control reports. The results of the
Manager’s reviews are reported to and reviewed by the Committee. These
various reports did not identify any significant failings or weaknesses during
the year and up to the date of this Annual Financial Report. If any had been
identified, appropriate remedial action would have been taken. In particular
the Board formally reviews the performance of the Manager annually and
informally at every Board meeting. No significant failings or weaknesses were
identified or occurred throughout the year ended 30 April 2025 and up to the
date of this Annual Financial Report.
Reporting to the Board at each board meeting comprises, but is not limited to:
financial reports, including any hedging and gearing; updates in relation to
implementation of strategy; performance against the benchmark and the
Company’s peer group; the Portfolio Managers’ review, including of the
market, the portfolio, transactions and prospects; revenue forecasts; ESG; and
investment monitoring against investment guidelines. The Portfolio Managers
are permitted discretion within these guidelines, which are set by the Board.
Compliance with the guidelines is monitored daily. Any proposed variation to
these guidelines is referred to the Board.
Principal and Emerging Risks and Uncertainties
With the support of the Manager, the Audit Committee maintains a detailed risk
control summary matrix that identifies the principal risks and uncertainties
to which the Company is exposed, along with strategies to mitigate them as
effectively as possible. Principal risks are defined as those risks where the
combination of probability and impact is most significant and could seriously
affect the Company’s performance, future prospects or reputation. The
Directors have evaluated the likelihood and perceived impact of each risk
after implementing mitigating actions. They then determine the acceptability
of the residual risk, which defines the Board’s risk appetite.
Following the implementation of the combination, the Board conducted a
thorough review of risks which could impact the Company’s sustainable
success. Given the substantial increase in the Company’s assets as a result
of the combination, this exercise was aimed at reassessing the Company’s
principal and emerging risks, identifying new risks and taking the necessary
actions to mitigate their potential impact. As a result of this review the
risk control summary was revised accordingly, resulting in some risks being
reclassified as principal risks and the identification of one emerging risk.
Given this review the Directors affirm that they have conducted a robust
assessment of the principal and emerging risks facing the Company, including
those that could jeopardise its business model, future performance, solvency,
or liquidity.
In addressing other risks, the Board aims to balance the potential impact and
likelihood of each risk with its capacity and willingness to control and
mitigate the risk to an acceptable level.
Risk & Impact Controls & Mitigation Trend During Year
Strategic Risk
Geopolitical Risk This encompasses the potential for political, social economic and cultural developments to impact the value of the company’s assets adversely and materially. The escalation of geopolitical tensions globally presents a growing risk to market stability and overall investment landscape. The company remains exposed to these uncertainties, particularly in relation to concerns surrounding global economic growth, rising political volatility, and the increased risks of protectionist measures, including tariffs on exported goods. These factors may materially affect the performance of the company’s assets. China specific risks: investing in China is subject to the risks associated with investing in emerging markets generally and China-specific risks. The latter include greater Government intervention and control of the economy, changes in its legal and regulatory systems, uncertainty surrounding its relationship with Taiwan, and currency related risks, including possible blocks and restrictions on repatriation of foreign currency. Deterioration of the relationship between China and the West, which may result in imposition of sanctions, could have an adverse impact and present risks to the company’s financial position and investments. The Manager evaluates and assesses political risk as part of the stock selection and asset allocation policy which is monitored at every Board meeting. This includes Unchanged
political, military and diplomatic events and changes to legislation. Balancing political risk and reward is an essential part of the active management process. The
Manager maintains robust systems, experienced personnel, and established controls to monitor market conditions continuously and respond swiftly to periods of financial
stress or crisis. Forward-looking scenario analysis and stress testing, covering a range of moderate to severe market conditions, are conducted to support the Board’s
assessment and confirmation of the Company’s long-term viability. The Portfolio Managers incorporate Chinese macroeconomic data, market intelligence, and relevant
political analysis into their Board reporting to support ongoing oversight and decision-making.
Strategic Risk Market Risk Market risk refers to the potential for the Company’s investments to incur losses due to broad-based factors that impact the performance of financial markets as a whole, commonly known as systematic risk. The Company’s market risk exposure encompasses three primary components: equity market risk, currency risk, and interest rate risk. While market risk is an inherent and unavoidable aspect of investing across global markets, it is actively monitored and managed through portfolio diversification, Unchanged
disciplined asset allocation, and ongoing dialogue with the Manager. The Manager integrates risk considerations into portfolio construction and investment strategy,
aiming to mitigate the impact of adverse market movements. The Board receives regular updates from the Manager on market conditions and outlook, and oversees the
application of the Company’s policies on gearing and liquidity. Within agreed parameters, the Manager is granted discretion to manage cash and leverage levels, enabling
responsive risk management aligned with prevailing market dynamics. The Board closely monitors the effectiveness of these measures and the investment process as a whole.
The Company has a diversified investment portfolio by country, sector and stock. Due to its investment trust structure, no forced sales need to take place and investments
can be held over a longer term horizon. However, there are few ways to mitigate absolute market risk because it is engendered by factors which are outside the control of
the Board and the Manager. These factors include the general health of the world economy, interest rates, inflation, government policies, industry conditions, and
changing investor demand and sentiment. Such factors may give rise to high levels of volatility in the prices of investments held by the Company. Further details of the
Company’s exposure to market risk (including market price risk, currency risk and interest rate risk), liquidity risk and credit risk and how they are managed are
contained in note 16 to the financial statements onpages 73 to 76.
Strategic Risk Share Price Discount to NAV The Company’s shares may trade at a persistent discount to Net Asset Value (NAV), and the absolute level or volatility of this deviation may negatively impact shareholder value. Furthermore, a prolonged and significant discount to NAV may attract the attention of activist investors, potentially leading to strategic or structural pressures on the Company. The Board receives regular reports from both the Manager and the Company’s broker on the Company’s share price performance, level of share price discount to NAV and Unchanged
recent trading activity in the Company’s shares. As a result of the implementation of the combination, the Board has also strengthened the Company’s Corporate Proposition
by introducing initiatives to help address the Company's share rating including triennial unconditional tender offers and an updated dividend policy.
Third Party Service Provider Risk Cybersecurity and Operational Resilience Risk A cyber incident affecting the Manager’s systems could impair the accurate monitoring and reporting of the Company’s financial position, and compromise the confidentiality, integrity, or availability of sensitive data. Additionally, cyberattacks targeting the Company’s third-party service providers may disrupt the delivery of critical services or lead to the loss or misappropriation of Company assets. Such events could materially impact the Company’s operations and stakeholder confidence. The Company’s operational structure means that all cyber risk arises at it’s Third Party Providers and this risk is heightened by technological advancement such as Artificial Intelligence (AI). The Company’s operational structure means that all cyber risk arises at it’s TPPs and this risk is heightened by technological advancement such as Artificial Intelligence Unchanged
(AI). The Audit Committee receives regular updates on the Manager’s information and cyber security. This includes updates on the cyber security framework, staff resource
and training, and the testing of its security systems designed to protect against a cyber security attack. As well as conducting a regular review of TPPs audited service
organisation control reports, the Audit Committee monitors TPPs’ business continuity plans and testing including the TPPs’ and Manager’s regular ‘live’ testing of
workplace recovery arrangements should a cyber event occur. In addition, the Manager’s operational resilience plan is reviewed on an ongoing basis and the Directors are
satisfied that the Manager has in place robust plans and infrastructure to minimise the impact on its operations so that the Company can continue to trade, meet
regulatory obligations, report and meet shareholder requirements.
Investment Management Risk Investment Strategy & Performance The Company’s investment objectives, strategy and/or performance no longer meets investors’ demands. The adoption of an inappropriate investment strategy, whether through suboptimal asset allocation, excessive or insufficient gearing, or misalignment with market conditions, may lead to underperformance relative to the Company’s benchmark and its peer group over a 3 to 5 year period. Furthermore, the effectiveness of the Manager’s investment approach, including strategic execution and adequacy of resourcing, is critical to delivering sustainable performance. Any deficiencies in these areas may result in prolonged underperformance, impairing the Company’s ability to meet its stated objectives and diminishing its attractiveness to existing and prospective investors. The Board has put in place investment limits and guidelines which are monitored and reported by the Manager. The Portfolio Managers attend each Board meeting where Unchanged
performance is discussed and detailed reports are reviewed. The Board regularly compares the Company’s NAV performance over both the short and long term to that of the
benchmark and peer group as well as reviewing the portfolio’s performance against benchmark (attribution) and risk adjusted performance (volatility, beta, tracking error,
Sharpe ratio) of the Company and its peers. The Portfolio Managers can use gearing within parameters set by the Board. The Board generally holds a separate meeting
devoted to investment and wider strategic matters each year.
Strategic Risk Currency and Exchange Rate Risk The Company is exposed to currency risk arising from its Asian investment strategy, which involves holding assets and generating income in a range of non-sterling currencies. Fluctuations in exchange rates, particularly between sterling and other major currencies, can materially impact returns, as well as the level of income received from overseas investments. Further, shifts in macroeconomic factors such as inflation and interest rates may further amplify exchange rate movements, contributing to variability in portfolio returns. With the exception of borrowings in foreign currency, the Company does not normally hedge its currency positions but may do so should the Portfolio Managers or the Board Unchanged
feel this to be appropriate. Contracts are limited to currencies and amounts commensurate with the asset exposure. The foreign currency exposure of the Company is
reviewed at Board meetings.
Emerging Risk
The AIC Code of Corporate Governance mandates the Audit Committee to establish
procedures for identifying emerging risks facing the Company. These risks are
defined as potential trends, sudden events, or changing risks characterised by
a high degree of uncertainty regarding their occurrence probability and
possible effects on the Company.
Once identified, as the impact of emerging risks becomes clearer, they may be
added to the Company’s risk matrix, and mitigating actions considered as
necessary. Previously identified emerging risks are either removed from the
risk matrix if they are no longer considered potential risks to the Company or
escalated to principal risks.
At the time of this report's publication, the Board, through the Audit
Committee, has identified the following principal emerging risk to the
Company.
Risk & Impact Controls & Mitigation Trend During Year
Strategic Risk
Shareholder Activism Risk
The Company may be exposed to shareholder activism, where investors or groups of investors seek to influence management decisions, corporate strategy, or governance practices. Activist shareholders may have conflicting interests with other shareholders. Activist shareholders may push for changes that could alter the Company’s operational direction, impact long-term value creation, or lead to strategic restructuring. Such activism could result in reputational risk, increased costs related to shareholder disputes, and potential changes in the Company’s capital structure or governance framework. While the Company seeks to engage constructively with its investors, the risk of activist campaigns could affect shareholder value and market perception. The following mitigants are in place and, in conjunction with the Manager, are reviewed by the Board regularly: • Strong Governance Framework A robust and transparent New
governance structure is in place which includes an independent Board with diverse expertise. This ensures that the interests of all shareholders are properly represented.
Clear policies on shareholder engagement and decision-making processes are in place which may limit the likelihood of activism. • Regular Shareholder Engagement The
Company and Manager have in place processes for ongoing and proactive communication with shareholders through regular updates, investor meetings, and consultation on key
issues helps align the interests of management and investors. • Clear Investment Strategy and Performance The Company has put in place a well-communicated and
consistently executed investment strategy that delivers competitive performance relative to peers and benchmarks. • Shareholder Rights and Voting Procedure There are
clearly defined shareholder rights set out in the Company’s Articles of Association and transparent voting procedures are in place at shareholder meetings including the
AGM. • Active Monitoring of Shareholder Composition The Board through the Manager, regularly monitors the shareholder base to identify new investors early which would
allow the Company to engage in timely dialogue and address any concerns proactively.
Viability Statement
The Company is a collective investment vehicle rather than a commercial
business venture and is designed and managed for long term investment. The
Company’s investment objective clearly sets out the long-term nature of the
returns from the portfolio and this is the view taken by both the Directors
and the Portfolio Managers in the running of the portfolio. The Company
intends to proceed with triennial unconditional tender offers for up to 100%
of the Company’s issued share capital at a 4.0% discount to the prevailing
NAV (debt at fair value, cum income). The first Unconditional Tender Offer is
expected to be put forward to shareholders in 2028, by no later than the date
of announcement of its final results for the financial year ended 30 April
2028. The Directors remain confident in the Company’s Investment Case and
Corporate Proposition, as detailed on pages 8 and 9, to deliver against the
Company’s investment objectives. On this basis and notwithstanding the
triennial unconditional tender offers referred to above, the Directors
consider that ‘long term’ for the purpose of this viability statement is
three years, albeit that the life of the Company is not intended to be limited
to this period.
In their assessment of the Company’s viability, the Directors have performed
a robust assessment of the emerging and principal risks. The Directors
considered the risks to which it is exposed, as set out on pages 27 to 30,
together with mitigating factors. Their assessment considered these risks, as
well as the Company’s investment objective, investment policy and strategy,
the investment capabilities of the Manager and the business model of the
Company, which has withstood several major market downcycles since the
Company’s inception in 1995. Their assessment also covered the current
outlook for the Asian economies and equity markets, the ongoing conflicts in
Ukraine, the Middle East, US-China relations and wider geopolitical matters;
the demand for and buybacks of the Company’s shares; the Company’s
borrowing structure and level of gearing; the liquidity of the portfolio; and
the Company’s future income and annual operating costs, including stressed
scenario testing for both income and loan covenants. Although the current
outlook for Asian markets is challenging, the Directors and the Manager are
cautiously optimistic that Asia remains a region with sound economic and
corporate fundamentals. Lastly, whilst past performance may not be indicative
of performance in the future, the sustainability of the Company can be
demonstrated to date by there having been no material change in the
Company’s investment objective since its launch in 1995.
The Directors confirm that they have a reasonable expectation that the Company
will be able to continue in operation and meet its liabilities as they fall
due for the three year period from the signing of the balance sheet.
Duty to Promote the Success of the Company (s.172)
The Directors have a statutory duty under section 172 of the Companies Act
2006 to promote the success of the Company whilst also having regard to
certain broader matters, including the need to engage with employees,
suppliers, customers and others, and to have regard to their interests. The
Company has no employees and no customers in the traditional sense and in
accordance with the Company’s nature as an investment trust, the Board’s
principal concern has been, and continues to be, the interests of the
Company’s shareholders taken as a whole. In doing so, it has due regard to
the impact of its actions on other stakeholders including the Manager, other
TPPs and the impact of the Company’s operations on the community and the
environment which are all taken into account during all discussions and as
part of the Board’s decision making.
The Board has a responsible governance culture. A formal schedule of matters
reserved for decision by the Board details the responsibilities of the Board.
The main responsibilities include: setting the Company’s objectives,
policies and standards; ensuring that the Company’s obligations to
shareholders and others are understood and complied with; approving accounting
policies and dividend policy; managing the capital structure; setting
long-term objectives and strategy; assessing risk; reviewing investment
performance; approving loans and borrowing; and controlling risks. The
Schedule of Matters Reserved for the Board and the Terms of Reference for its
Committees are reviewed at least annually and are published on the Company’s
web page:
https://www.invesco.com/uk/en/investment-trusts/invesco-asia-dragon-trust.html.
The Board is committed to maintaining open channels of communication and to
engage with stakeholders in a manner which they find most meaningful. The
table on the next page sets out how the Board engaged with each of its key
stakeholders during the year under review.
Stakeholder Key considerations and engagement
Shareholders The Board endeavours to provide shareholders with a full understanding of the Company’s activities and reports formally to shareholders each year by way of the Half-Yearly and Annual Financial Reports. This is supplemented by the daily publication of the
net asset value of the Company’s ordinary shares and monthly factsheets. Shareholders who attend the AGM can meet the Board and the Portfolio Managers and have the opportunity to hear directly from the Portfolio Managers and ask questions. Shareholders can
also visit the Company’s section of the Manager’s investment trust website, www.invesco.co.uk/invescoasia to access copies of Half-Yearly and Annual Financial Reports, shareholder circulars, factsheets and Stock Exchange announcements. There is regular
dialogue between the Board, the Manager and institutional shareholders to discuss aspects of investment performance, governance and strategy and to listen to shareholder views in order to help to develop an understanding of their issues. Meetings between
the Manager and institutional shareholders are reported to the Board, which monitors and reviews shareholder communications on a regular basis.
Investment Manager & other key Third-Party service Providers (‘TPP’) The Board engages with the Manager at every Board meeting and receives updates from the Portfolio Managers on a regular basis outside of these meetings. At every Board meeting, the Directors receive an investor relations update from the Manager, which
details any significant changes in the Company’s shareholder register, shareholder feedback, as well as notifications of any publications or press articles. In order to function as an investment trust with a premium listing on the London Stock Exchange,
the Company relies on a diverse range of reputable advisers for support in meeting all relevant obligations. The Board through the Manager maintains regular contact with its key external service providers and receives regular reporting from them, both
through the Board and committee meetings, as well as outside of the regular meeting cycle. Their advice, as well as their needs and views are routinely taken into account. The Board (through the Management Engagement Committee) formally assesses its TPPs’
performance, fees and continuing appointment annually to ensure that the key service providers continue to function at an acceptable level and are appropriately remunerated to deliver the expected level of service. The Audit Committee reviews and evaluates
the financial reporting control environments in place at each service provider. There have been no material changes to the level of service provided by the Company’s third-party suppliers.
Investee Companies On the Company’s behalf the Manager engages with investee companies, particularly in relation to ESG matters, and shares held in the portfolio are voted at general meetings. An example of how the Manager engaged with one investee company during the year
can be found on page 14.
Broker The Board and the Manager regularly engage with the Broker in relation to the sales strategy and marketing of the Company during the year, in order to provide liquidity for investors.
Association of Investment Companies (‘AIC’) The Company is a member of the AIC, which looks after the interests of investment trusts and provides information to the market. Comprehensive information relating to the Company can be found on the AIC website. As a member of the AIC, the Company is
welcomed to comment on consultations and proposal documents on matters affecting the Company and annually to nominate and vote for future board members.
Some of the key discussions and decisions the Board made during the year were:
• to consider and approve the combination with Asia Dragon Trust, further
details of which are set out in the Chairman’s Statement on pages 7 to 9
(including amendments to the articles of association to remove the
continuation vote) and the introduction of a triennial unconditional tender in
place of the conditional tender offer mechanism introduced in 2020;
• to consider and approve the increase of the Company’s bank facility;
• as a result of the combination, and to ensure continuity on the Board, to
approve the appointment of four new directors further details of which are set
out in the Chairman’s Statement on page 7 and in the Corporate Governance
Report on page 44;
• to approve an update to the dividend policy whereby the Company
maintained the policy of paying an aggregate annual dividend equal to
approximately 4.0% of its NAV; but increased the frequency of its dividend
payments from a half-yearly basis (2.0% in each of November and April) to a
quarterly basis (four equal dividends of approximately 1.0% every three
months, with payments made in January, April, July and October of each year).
In addition the Board agreed to pay total dividends for the year ended 30
April 2025 of 15.6p per share. Dividends were paid from a combination of
revenue and capital reserves. Factors the Board took into consideration in
deciding the dividends for the 2025 financial year included: shareholder
expectations, revenue generated by the Company during the year, revenue
forecasts for the 2026 financial year and the capacity of the Company to pay
dividends out of its reserves; and
• to undertake a share buy back programme as the Company’s discount
exceeded the Board’s average discount target of less than 10% of NAV
calculated on a cum income basis (formerly ex-income) over the financial year.
The Company communicates with shareholders at least twice a year providing
information about shareholder meetings, dividend payments and financial
results. The Company’s page on the Manager’s website provides all
shareholder information and regularly hosts video presentations (vlogs) and
articles by the Portfolio Managers and the wider Asian and Emerging Markets
Equities team. The Company holds its AGM in London, this provides shareholders
with the opportunity to attend a presentation and actively engage with the
Portfolio Managers and meet with Directors and representatives of the Manager.
Furthermore, the Manager provides a schedule of regional meetings with
institutional investors and analysts to gather the views and thoughts of
institutional investors. This year’s AGM will be held on 18 September 2025
and shareholders are encouraged to attend the AGM.
Modern Slavery
As an investment vehicle the Company does not provide goods or services in the
normal course of business, and does not have customers or employees.
Accordingly, the Directors consider that the Company is not within the scope
of the UK Modern Slavery Act 2015.
Board Diversity
The Board takes into account many factors, including the balance of skills,
knowledge, diversity and experience, amongst other factors when reviewing its
composition and appointing new directors.
In view of its size, the Board will continue to ensure that all appointments
are made on the basis of merit against the specification prepared for each
appointment. In doing so, the Board will seek to meet the targets set out in
the FCA’s UK Listing Rule 6.6.6R (9)(a), which are set out below.
In accordance with the UK Listing Rule 6.6.6R (9), (10) and (11) the Board has
provided the following information in relation to its diversity.
Board Gender as at 30 April 2025
Number of
senior positions
on the Board
Number of Percentage (CEO, CFO, SID
board members of the board and Chair) (1)
Men 3 37.5% 1
Women 5 62.5% (2) 1
(1) The Company is externally managed and does not have executive management
functions specifically, it does not have a CEO or CFO. The Board believes that
the target as narrowly defined by the FCA is not applicable and considers that
the role of Chair, SID and Chair of the Audit Committee are all senior
positions. Of these three senior roles, two are performed by women and one by
a man.
(2) Exceeds target of 40% as set out in UKLR 6.6.6R (9)(a)(i).
Board Ethnic Background as at 30 April 2025
Number of
senior positions
on the Board
Number of Percentage (CEO, CFO, SID
board members of the board and Chair) (1)
White British or other White (including minority-white groups) 6 75% 2
Minority ethnic 2 25% 0
(1) As stated in the Board Gender disclosure, the Board believes that the
target as narrowly defined by the FCA is not applicable and considers that the
role of Chair, SID and Chair of the Audit Committee are all senior positions.
The three senior roles are occupied by directors who self-identify as White
British or other White (including minority-white groups).
The information included above in relation to the gender and ethnic background
of the Board has been obtained following confirmation from the individual
Directors.
There have been no changes since the year end that have affected the
Company’s ability to meet the targets set in UKLR 6.6.6R (9)(a).
Environmental, Social and Governance (‘ESG’) Matters
The Board recognises the importance of ESG considerations and considers that
the Company has a responsibility to shareholders of ensuring high standards of
corporate governance are maintained in the companies in which it invests. As
an investment company with no employees, property or activities outside
investment, environmental policy has limited direct application. In relation
to the portfolio, the Company has delegated the management of the Company’s
investments to the Manager.
The Manager forms part of the Invesco Ltd group. Invesco Ltd (‘Invesco’)
is committed to being a responsible investor and applies, and is a signatory
to, the United Nations Principles for Responsible Investment (‘PRI’),
which demonstrates its extensive efforts in terms of ESG integration, active
ownership, investor collaboration and transparency. Invesco scored four stars
for its Investment & Stewardship Policy under new scoring methodology produced
by PRI. This followed five consecutive years of achieving an A+ rating for
responsible investment (Strategy & Governance) under the previous methodology.
In addition, Invesco is an active member of the UK Sustainable Investment and
Finance Association as well as a supporter of the Task Force on
Climate-related Financial Disclosure (‘TCFD’) since 2019 and published its
fourth iteration of its Global TCFD Report in 2023.
The Manager discloses in its Alternative Investment Fund Managers (‘AIFM’)
document as well as on its webpage
https://www.invesco.com/uk/en/about-us/esg-and-responsible-investing.html, how
sustainability risks are integrated.
Regarding stewardship, the Board considers that the Company has a
responsibility as a shareholder towards ensuring that high standards of
corporate governance are maintained in the companies in which it invests. To
achieve this, the Board does not seek to intervene in daily management
decisions, but aims to support high standards of governance and, where
necessary, will take the initiative to ensure those standards are met. The
principal means of putting shareholder responsibility into practice is through
the exercise of voting rights. The Company’s voting rights are exercised on
an informed and independent basis.
The Company’s stewardship functions have been delegated to the Manager,
which has adopted a clear and considered policy towards its responsibility as
a shareholder on behalf of the Company. As part of this policy, the Manager
takes steps to satisfy itself about the extent to which the companies in which
it invests look after shareholders’ value and comply with local
recommendations and practices, such as the UK Corporate Governance Code.
Further details are shown in the Manager’s ESG Monitoring and Engagement
section on pages 14 to 17.
A copy of the Manager’s ESG stewardship approach and objectives can be read
in its UK Stewardship Code Report at
https://www.invesco.com/uk/en/insights/uk-stewardship-code-report.html#ukstewardship
Task Force for Climate-related Financial Disclosures (‘TCFD’)
Whilst TCFD is currently not applicable to the Company, the Manager has
produced a product level report on the Company in accordance with the FCA’s
rules and guidance regarding the disclosure of climate-related financial
information consistent with TCFD Recommendations and Recommended Disclosures.
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. The product level report on the Company is
available on the Company’s website
https://www.invesco.com/content/dam/invesco/uk/en/product-documents/investment-trust/fund/esg/invesco-asia-trust-plc_tcfd-report_en-uk.pdf
Invesco’s Group Level Task Force on Climate-Related Financial Disclosures
(‘TCFD’) is available on the Managers’ Website at
https://www.invesco.com/content/dam/invesco/emea/en/pdf/ivz_global-tcfd-report.pdf
The Strategic Report was approved by the Board of Directors on 16July 2025.
Invesco Asset Management Limited
Corporate Company Secretary
Statement of Directors’ Responsibilities
IN RESPECT OF THE PREPARATION OF THE ANNUAL FINANCIAL REPORT AND THE FINANCIAL
STATEMENTS
The Directors are responsible for preparing the Annual Financial Report and
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they have elected to prepare the financial
statements in accordance with UK accounting standards, and applicable law,
including FRS 102 the Financial Reporting Standard applicable in the UK and
Republic of Ireland.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of its profit or loss for that period.
In preparing these financial statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable and prudent;
– state whether applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements;
– assess the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
– use the going concern basis of accounting unless they either intend to
liquidate the Company or to cease operations or have no realistic alternative
but to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website, which
is maintained by the Company’s Manager. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility Statement of the Directors in Respect of the Annual Financial
Report
We confirm that to the best of our knowledge:
– the financial statements, prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
– the Strategic Report includes a fair review of the development and
performance of the business and the position of the issuer, together with a
description of the principal risks and uncertainties that they face.
We consider the Annual Financial Report, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to
assess the Company’s position and performance, business model and strategy.
Signed on behalf of the Board of Directors
Neil Rogan
Chairman
16 July 2025
Income Statement
Year ended 30 April 2025 Year ended 30 April 2024
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/gains on investments held at fair value 9 – (32,024) (32,024) — 2,420 2,420
Gains/(losses) on foreign exchange – 2,400 2,400 – (30) (30)
Income 2 12,683 67 12,750 7,375 79 7,454
Investment management fee 3 (434) (1,300) (1,734) (441) (1,322) (1,763)
Other expenses 4 (839) (1,588) (2,427) (692) (4) (696)
Net return before finance costs and taxation 11,410 (32,445) (21,035) 6,242 1,143 7,385
Finance costs 5 (206) (618) (824) (126) (375) (501)
Net return on ordinary activities before taxation 11,204 (33,063) (21,859) 6,116 768 6,884
Tax on ordinary activities 6 (1,164) (1,741) (2,905) (694) (626) (1,320)
Net return on ordinary activities after taxation for the financial year 10,040 (34,804) (24,764) 5,422 142 5,564
Net return per ordinary share:
Basic 7 10.67p (37.00)p (26.33)p 8.12p 0.22p 8.34p
The total columns of this statement represent the Company’s profit and loss
account, prepared in accordance with UK Accounting Standards. The return on
ordinary activities after taxation is the total comprehensive income and
therefore no additional statement of other comprehensive income is presented.
The supplementary revenue and capital columns are presented for information
purposes in accordance with the Statement of Recommended Practice issued by
the Association of Investment Companies. All items in the above statement
derive from continuing operations of the Company. During the year, the Company
acquired the assets of Asia Dragon Trust plc following a scheme of
reconstruction. No other operations were acquired or discontinued in the year.
Statement of Changes in Equity
Capital
Share Share Redemption Special Capital Revenue
Capital Premium Reserve Reserve (1) Reserve (1) Reserve (1) Total
Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000
At Year ended 30 April 2023 7,500 – 5,624 34,827 195,713 1,340 245,004
Net return on ordinary activities – – – – 142 5,422 5,564
Dividends paid 8 – – – – (4,491) (4,896) (9,387)
Shares bought back and held in treasury 13 – – – (2,915) – – (2,915)
At Year ended 30 April 2024 7,500 – 5,624 31,912 191,364 1,866 238,266
Return on ordinary activities – – – – (34,804) 10,040 (24,764)
Dividends paid 8 – – – – (10,315) (5,265) (15,580)
Net proceeds from the combination with Asia Dragon Trust plc 13 14,262 530,509 – – – – 544,771
Costs in relation to issue of ordinary shares – (418) – – – – (418)
Shares bought back and held in treasury 13 – – – (12,363) – – (12,363)
At Year ended 30 April 2025 21,762 530,091 5,624 19,549 146,245 6,641 729,912
(1) These reserves form the distributable reserves of the Company and may be
used to fund distributions by way of dividends.
Balance Sheet
At 30 April At 30 April
2025 2024
Notes £’000 £’000
Fixed assets
Investments held at fair value through profit or loss 9 772,229 251,247
Current assets
Debtors 10 2,623 927
Cash 2,400 537
5,023 1,464
Creditors: amounts falling due within one year
Bank overdraft – (50)
Bank facility 11 (43,923) (12,626)
Other creditors 11 (986) (999)
(44,909) (13,675)
Net current liabilities (39,886) (12,211)
Total assets less current liabilities 732,343 239,036
Provision for deferred tax liabilities 12 (2,431) (770)
Net assets 729,912 238,266
Capital and reserves
Share capital 13 21,762 7,500
Other reserves:
Share premium 14 530,091 –
Capital redemption reserve 14 5,624 5,624
Special reserve 14 19,549 31,912
Capital reserve 14 146,245 191,364
Revenue reserve 14 6,641 1,866
Total shareholders’ funds 729,912 238,266
Net asset value per ordinary share
Basic 15 356.31p 361.51p
The financial statements were approved and authorised for issue by the Board
of Directors on 16 July 2025.
Signed on behalf of the Board of Directors
Neil Rogan
Chairman
Notes to the Financial Statements
1. Accounting Policies
Accounting policies describe the Company’s approach to recognising and
measuring transactions during the year and the position of the Company at the
year end.
A summary of the principal accounting policies, all of which have been
consistently applied throughout this and the preceding year is set out below:
(a) Basis of Preparation
(i) Accounting Standards applied
The financial statements have been prepared in accordance with applicable
United Kingdom Accounting Standards and applicable law (UK Generally Accepted
Accounting Practice (‘UK GAAP’)), including FRS 102, and with the
Statement of Recommended Practice Financial Statements of Investment Trust
Companies and Venture Capital Trusts, updated by the Association of Investment
Companies in July 2022 (‘SORP’). The financial statements are prepared on
a going concern basis.
As an investment fund the Company has the option, which it has taken, not to
present a cash flow statement as the following conditions have been met:
• substantially all investments are highly liquid;
• substantially all investments are carried at market value; and
• a statement of changes in equity is provided.
(ii) Going concern
The financial statements have been prepared on a going concern basis. The
Directors performed an assessment of the Company’s ability to meet its
liabilities as they fall due. In performing this assessment, the Directors
took into consideration the continuing uncertain economic outlook and other
geopolitical events including:
• the level of borrowings, cash balances and the diversified portfolio of
readily realisable securities which can be used to meet short-term funding
commitments, including repayment of the bank facility;
• the net current liability position of the Company, after the deduction of
drawn-down borrowings, which will be met through the renewal of the existing
credit facility or the sale of investments in order to repay any borrowings;
• the ability of the Company to meet all of its liabilities and ongoing
expenses from its assets;
• revenue and operating cost forecasts for the forthcoming year;
• the ability of third-party service providers to continue to provide
services; and
• potential downside scenarios including a fall in the valuation of the
investment portfolio or levels of investment income.
Based on this assessment, the Directors are satisfied that the Company has
adequate resources to continue in operational existence for at least 12 months
after signing the balance sheet and the financial statements have therefore
been prepared on a going concern basis.
(iii) Significant Accounting Estimates and Judgements
The preparation of the financial statements may require the Directors to make
estimates where uncertainty exists. It also requires the Directors to make
judgements, estimates and assumptions, in the process of applying the
accounting policies. There have been no significant judgements, estimates or
assumptions for the current or preceding year other than the Scheme of
Reconstruction detailed below.
Issue of Shares Pursuant to a Scheme of Reconstruction of Asia Dragon
Trust plc with the Company
On 14 February 2025, the Company issued new Ordinary shares to shareholders of
Asia Dragon Trust plc in consideration for the receipt by the Company of
assets pursuant to a scheme of reconstruction and liquidation of Asia Dragon
Trust plc. The Directors have considered the substance of the assets and
activities of Asia Dragon Trust plc determining whether this acquisition
represents the acquisition of a business. In this case the acquisition is not
judged to be an acquisition of a business and therefore has not been treated
as a business combination. Rather, the cost to acquire the assets of Asia
Dragon Trust plc has been allocated between the acquired identifiable assets
based on their relative fair values on the acquisition date. Investments and
cash were transferred from Asia Dragon Trust plc. All assets were acquired at
their fair value. The value of the assets received, in exchange for shares
issued by the Company, have been recognised in share capital and share
premium, as shown in Statement of Changes in Equity. Direct costs in respect
of the shares issued have been recognised in share premium, whereas other
professional costs in relation to the asset acquisition have been recognised
as transaction costs included within capital expenses shown in note 4 Other
Expenses. The 9 month Manager fee waiver contribution to the asset acquisition
directly reduces the investment management fee otherwise payable based on the
value of assets acquired from Asia Dragon Trust plc (see note 3 on page 69).
(b) Foreign Currency
(i) Functional and presentation currency
The Company’s investments are made in several currencies, however, the
financial statements are presented in sterling, which is the Company’s
functional and presentational currency. In arriving at this conclusion, the
Directors considered that the Company’s shares are listed and traded on the
London Stock Exchange, the shareholder base is predominantly in the United
Kingdom and the Company pays dividends and expenses in sterling.
(ii) Transactions and balances
Transactions in foreign currency, whether of a revenue or capital nature, are
translated to sterling at the rates of exchange ruling on the dates of such
transactions. Foreign currency assets and liabilities are translated to
sterling at the rates of exchange ruling at the balance sheet date. Any gains
or losses, whether realised or unrealised, are taken to the capital reserve or
to the revenue account, depending on whether the gain or loss is of a capital
or revenue nature. All gains and losses are recognised in the income
statement.
(c) Financial Instruments
The Company has chosen to apply the provisions of Sections 11 and 12 of FRS
102 in full in respect of the financial instruments, which is explained below.
(i) Recognition of financial assets and financial liabilities
The Company recognises financial assets and financial liabilities when the
Company becomes a party to the contractual provisions of the instrument. The
Company offsets financial assets and financial liabilities in the financial
statements if the Company has a legally enforceable right to set off the
recognised amounts and interests and intends to settle on a net basis.
(ii) Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to the
cash flows from the asset expire or it transfers the right to receive the
contractual cash flows on the financial asset in a transaction in which
substantially all the risks and rewards of ownership of the financial asset
are transferred. Any interest in the transferred financial asset that is
created or retained by the Company is recognised as an asset.
(iii) Derecognition of financial liabilities
The Company derecognises financial liabilities when its obligations are
discharged, cancelled or expired.
(iv) Trade date accounting
Purchases and sales of financial assets are recognised on trade date, being
the date on which the Company commits to purchase or sell the assets.
(v) Classification and measurement of financial assets and financial
liabilities
Financial assets
The Company’s investments are held at fair value through profit or loss as
the investments are managed and their performance evaluated on a fair value
basis in accordance with documented investment strategy and this is also the
basis on which information about the investments is provided internally to the
Board. Financial assets held at fair value through profit or loss are
initially recognised at fair value, which is taken to be their cost, with
transaction costs expensed in the income statement, and are subsequently
valued at fair value.
Financial assets measured at amortised cost include cash, debtors and
prepayments.
Fair value for investments that are actively traded in organised financial
markets, is determined by reference to stock exchange quoted bid prices at the
balance sheet date and therefore reflect market participants’ view of
climate change risk. For investments that are not actively traded and where
active stock exchange quoted bid prices are not available, fair value is
determined by reference to a variety of valuation techniques such as last
traded price broker quotes with further details in note 17 on pages 76 and 77.
Financial liabilities
Financial liabilities, including borrowings, are initially measured at fair
value, net of transaction costs and are subsequently measured at amortised
cost using the effective interest method.
(d) Cash and Cash Equivalents
Cash and cash equivalents may comprise short term deposits which are readily
convertible to a known amount of cash and are subject to an insignificant risk
of change in value. Investments are regarded as cash equivalents if they meet
all of the following criteria: highly liquid investments held in the
Company’s base currency that are readily convertible to a known amount of
cash, are subject to an insignificant risk of change in value and have a
maturity of no more than three months. There were no cash equivalents at the
balance sheet date.
(e) Income
All dividends are taken into account on the date investments are marked
ex-dividend, and UK dividends are shown net of any associated tax credit.
Where the Company elects to receive dividends in the form of additional shares
rather than cash, the equivalent of the cash dividend is recognised as income
in the revenue account and any excess in value of the shares received over the
amount of the cash dividend is recognised in capital. Special dividends
representing a return of capital are allocated to capital in the Income
Statement and then taken to capital reserves. Dividends will generally be
recognised as revenue however all special dividends will be reviewed, with
consideration given to the facts and circumstances of each case, including the
reasons for the underlying distribution, before a decision over whether
allocation is to revenue or capital is made. Interest income and expenses are
accounted for on an accruals basis. Other income from investments is accounted
for on an accruals basis. Deposit interest receivable is accounted for on an
accruals basis.
(f) Expenses and Finance Costs
Expenses are recognised on an accruals basis and finance costs are recognised
using the effective interest method in the income statement.
The investment management fee and finance costs are allocated 75% to capital
and 25% to revenue. This is in accordance with the Board’s expected
long-term split of returns, in the form of capital gains and income
respectively, from the portfolio.
Investment transaction costs are recognised in capital in the income
statement. All other expenses are allocated to revenue in the income
statement.
(g) Dividends
Dividends are not recognised in the accounts unless there is an obligation to
pay at the balance sheet date. Proposed final dividends are recognised in the
period in which they are either approved by or paid to shareholders.
(h) Taxation
The liability to corporation tax is based on taxable profit for the period.
Taxable profit differs from profit before tax as reported in the income
statement because it excludes items of income or expenses that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The tax charge is allocated between the revenue and capital
accounts on the marginal basis whereby revenue expenses are matched first
against taxable income in the revenue account.
Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax or a right to pay less tax
in the future have occurred. Timing differences are differences between the
Company’s taxable profits and its results as stated in the financial
statements. Deferred taxation assets are recognised where, in the opinion of
the Directors, it is more likely than not that these amounts will be realised
in future periods.
A deferred tax asset has not been recognised in respect of surplus management
expenses and the non-trade loan relationship deficit as the Company is
unlikely to have sufficient future taxable revenue to offset against these.
Gains and losses on sale of investments purchased and sold in India are liable
to capital gains tax in India.
At each year end date, a provision for Indian capital gains tax is calculated
based upon the Company’s realised and unrealised gains and losses. There are
two rates of tax: short-term and long-term. The short-term rate of tax is
applicable to investments held for less than 12 months and the long-term rate
of tax is applicable to investments held for more than 12 months.
The provision for the Indian capital gains tax is recognised in the balance
sheet and the year-on-year movement in the deferred tax provision is
recognised in the income statement.
2. Income
This note shows the income generated from the portfolio (investment assets) of
the Company and income received from any other source.
2025 2024
£’000 £’000
Income from investments:
UK dividends 198 77
Overseas dividends 12,187 7,208
Overseas special dividends 235 51
Stock dividends 13 –
Total dividend income 12,633 7,336
Other income:
Deposit interest 50 39
50 39
Total income 12,683 7,375
Special dividends of £67,000 were recognised in capital during the year
(2024: £79,000).
3. Investment Management Fee
This note shows the investment management fee due to the Manager which is
calculated and paid quarterly.
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee (i) 434 1,300 1,734 441 1,322 1,763
(i) Investment management fee for year ended 30 April 2025 includes a
time-apportioned part of the nine month fee waiver from the Manager equating
to approximately two and a half months from the date of the combination with
Asia Dragon plc in February 2025 to 30 April 2025. The nine month cost
contribution in respect of the asset acquisition is based on the value of the
assets acquired from Asia Dragon Trust plc.
Details of the investment management and secretarial agreement are given on
page 39 in the Directors’ Report.
At 30 April 2025, £281,000 (2024: £440,000) was accrued in respect of the
investment management fee.
Investment management fee and finance costs on any borrowings are charged 75%
to capital and 25% to revenue. Prior to the asset acquisition of Asia Dragon
Trust plc a management fee was payable quarterly in arrears equal to 0.75% per
annum of the value of the Company’s total assets less current liabilities
(including any short term borrowings) under management at the end of the
relevant quarter and 0.65% per annum for any net assets over £250 million.
Following the successful combination with Asia Dragon Trust plc becoming
effective on 13 February 2025, the Investment Management Agreement was amended
such that the existing management fee was reduced as follows:
• 0.75% on the first £125 million of the Net Asset Value;
• 0.60% above £125 million and up to £450 million of the Net Asset Value;
and
• 0.50% on the Net Asset Value in excess of £450 million.
4. Other Expenses
The other expenses, including those paid to Directors and the auditor, of the
Company are presented below; those paid to the Directors and the auditor are
separately identified.
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Directors’ remuneration (i) 182 – 182 143 – 143
Auditor’s fees (ii):
– for audit of the Company’s Annual Financial Statements:
– Ernst and Young LLP 60 – 60 – – –
– KPMG LLP – – – 70 – 70
Other administration expenses (iii) 597 1,588 2,185 479 4 483
839 1,588 2,427 692 4 696
(i) Directors’ fees authorised by the Articles of Association are
£400,000 per annum. The Director’s Remuneration Report provides further
information on Directors’ fees.
(ii) Auditor’s fees include out of pocket expenses but excludes VAT. The
VAT is included in other administration expenses.
(iii) Other administration expenses include:
Expenses related to the combination with Asia Dragon Trust plc of
£1,579,000 (2024: nil). These are charged to capital.
£17,000 (2024: £14,000) of employer’s National Insurance payable on
Directors’ remuneration. As at 30 April 2025, the amounts outstanding on
Directors’ remuneration was £22,000 (2024: £11,000); and the amount
outstanding in respect of employer’s National Insurance was £2,000 (2024:
£1,000).
custody fees of £154,000 (2024: £103,000) were charged to revenue and
custody transaction charges of £9,000 (2024: £4,000) which were charged to
capital.
a separate fee paid to the Manager for secretarial and administrative
services which is subject to annual adjustment in line with the UK Retail
Price Index. During the year the Company paid £143,000 (2024: £119,000) for
these services.
5. Finance Costs
Finance costs arise on any borrowing the Company has utilised in the year. The
Company has a committed £80 million revolving credit facility (the ‘bank
facility’) (see note 11 for further details).
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Commitment fees due on bank facility 6 17 23 7 19 26
Interest on bank facility 186 560 746 115 344 459
Overdraft interest 14 41 55 4 12 16
206 618 824 126 375 501
6. Taxation
As an investment trust the Company pays no UK corporation tax on capital
gains. The Company suffers no UK corporation tax on income arising on UK and
certain overseas dividends. The Company’s tax charge arises from
irrecoverable tax on overseas (generally non-EU) dividends and Indian capital
gains tax paid and provided for.
(a) Tax charge
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Overseas tax 1,164 – 1,164 694 4 698
Indian capital gains tax – paid – note 6(d) – 80 80 – 668 668
Total current tax charge 1,164 80 1,244 694 672 1,366
Indian capital gains tax – movement in provision – note 6(d) – 1,661 1,661 – (46) (46)
Total tax charge for the year 1,164 1,741 2,905 694 626 1,320
The overseas tax charge consists of irrecoverable withholding tax.
(b) Reconciliation of total tax charge
2025 2024
£’000 £’000
Net return on ordinary activities before taxation (21,859) 6,884
Theoretical tax at the current UK Corporation Tax rate of 25% (At 30 April 2024: 25%) (5,465) 1,721
Effects of:
– Non-taxable UK dividends (50) (19)
– Non-taxable overseas dividends (2,980) (1,754)
– Non-taxable overseas special dividends (79) (33)
– Losses/(gains) on investments not subject to UK corporation tax 8,258 (605)
– Non-taxable losses on foreign exchange – 8
– Excess of allowable expenses over taxable income (82) 681
– Disallowable expenses 398 1
– Overseas taxation 1,164 698
– Indian capital gains tax - paid 80 668
– Indian capital gains tax – provision – see (d) below 1,661 (46)
Tax charge for the year 2,905 1,320
Given the Company’s status as an investment trust, and the intention to
continue meeting the conditions required to obtain the necessary approval in
the foreseeable future, the Company has not provided any UK corporation tax on
any realised or unrealised capital gains or losses arising on investments.
(c) Factors that may affect future tax changes
The Company has cumulative excess management expenses of £29,194,000 (2024:
£30,278,000) and a non-trade loan relationship deficit of £2,429,000 (2024:
£1,675,000) giving total unutilised losses of £31,623,000 (2024:
£31,953,000) that are available to offset future taxable revenue.
A deferred tax asset of £7,906,000 (2024: £7,988,000) at 25% (2024: 25%) has
not been recognised in respect of these expenses since the Directors believe
that there will be no taxable profits in the future against which the deferred
tax assets can be offset.
(d) Indian capital gains tax
Capital gains arising from equity investments in Indian companies are subject
to Indian Capital Gains Tax Regulations. Consequently, the Company is subject
to both short and long term capital gains tax in India on the growth in value
of its Indian equities.
Although this capital gains tax only becomes payable at the point at which the
underlying investments are sold and profits crystallised, the Company has made
a provision for this tax liability for the year ended 30 April 2025 of
£2,431,000 (2024: £770,000). See note 12 for further details.
7. Net return per Ordinary Share
Net return per share is the amount of gain or loss generated for the financial
year divided by the weighted average number of ordinary shares in issue.
2025 2024
Pence £’000 Pence £’000
Net return per ordinary share is based on the following:
Revenue return after taxation 10.67 10,040 8.12 5,422
Capital return after taxation (37.00) (34,804) 0.22 142
Total return after taxation (26.33) (24,764) 8.34 5,564
2025 2024
£’000 £’000
Weighted average number of ordinary shares in issue during the year 94,066,830 66,752,781
8. Dividends on Ordinary Shares
Dividends represent a return of income to shareholders for investing in the
Company’s shares. These are determined by the Directors.
2025 2024
Pence £’000 Pence £’000
Dividends paid and recognised in the year:
First interim dividend paid 7.80 5,062 7.20 4,813
Second interim dividend paid 3.90 2,523 6.90 4,574
Third interim dividend paid 3.90 7,995 – –
15.60 15,580 14.10 9,387
Set out above are the total dividends paid in respect of the financial year,
which is the basis on which the requirements of Section 1158–1159 of the
Corporation Tax Act 2010 are considered.
The Company pays an aggregate annual dividend equal to approximately 4.0% of
its NAV. During the year the frequency of dividend payments was increased from
semi annually to quarterly. From 1 May 2025 dividends will be payable
quarterly in July, October, January and April, with a change in the reference
date of NAV determining each dividend, from the last business day of
September, to the last business day of April.
9. Investments at Fair Value
The portfolio comprises investments which are predominantly listed and traded
on regulated stock exchanges. The investments of the Company are registered in
the name of the Company or in the name of nominees and held to the order of
the Company.
Gains and losses are either:
• realised, usually arising when investments are sold; or
• unrealised, being the difference from cost on those investments still
held at the year end.
2025 2024
£’000 £’000
Opening valuation 251,247 258,962
Movements in the year:
Investments acquired from the combination with Asia Dragon Trust plc 530,156 —
Purchases at cost 640,476 104,378
Sales – proceeds (617,626) (114,513)
(Losses)/gains on investments in the year (32,024) 2,420
Closing valuation 772,229 251,247
Closing book cost 807,384 232,074
Closing investment holding (losses)/gains (35,155) 19,173
Closing valuation 772,229 251,247
The Company received £617,626,000 (2024: £114,513,000) from investments sold
in the year. The book cost of these investments when they were purchased was
£595,321,000 (2024: £107,169,000) realising a profit of £22,305,000 (2024:
£7,334,000) which when offset against the movement in closing investment
holding gains results in net loss on investments in the year of £32,024,000
(2024: net gains of £2,420,000). These investments have been revalued over
time and until they were sold any unrealised profits/losses were included in
the fair value of the investments.
The transaction costs included in gains on investments amount to £477,000
(2024: £114,000) on purchases and £441,000 (2024: £185,000) for sales.
10. Debtors
Debtors are amounts which are due to the Company, such as monies due from
brokers for investments sold, income which has been earned (accrued) but not
yet received and any taxes that are recoverable.
2025 2024
£’000 £’000
Overseas withholding tax recoverable 205 227
VAT recoverable 17 14
Prepayments and accrued income 2,401 686
2,623 927
11. Creditors: amounts falling due within one year
Creditors are amounts which must be paid by the Company and they are all due
within 12 months of the balance sheet date.
The bank facility provides a specific amount of capital, up to £80 million,
(2024: £20 million) over a specified period of time 2 years (2024: 364 days).
Unlike a term loan, the revolving nature of the bank facility allows the
Company to drawdown, repay and re-draw loans.
2025 2024
£’000 £’000
Bank facility 43,923 12,626
Share buybacks awaiting settlement 7 320
Accruals 979 679
44,909 13,625
The uncommitted (2024: committed) unsecured multi-currency revolving credit
facility (the ‘bank facility’) with The Bank of New York Mellon, has an
interest payable based on the Adjusted Reference Rate (principally SOFR and
SONIA respectively in respect of loans drawn in USD and GBP) plus a margin for
amounts drawn. Any undrawn amounts under the bank facility attract a
commitment fee of 0.05% (2024: 0.20%). The bank facility covenants are based
on the lower of 25% of net asset value and £80 million (2024: lower of 25%
of net asset value and £20 million), renewable on 19 February 2027, and
require total assets to not fall below £200 million (2024: require total
assets to not fall below £80 million). At the year end, the bank facility
drawn down was in US dollars with a sterling equivalent of £43,923,000
(2024: £12,626,000).
12. Provision for deferred tax liabilities
The Company makes a deferred tax provision when a potential obligation exists
that will probably have to settle in cash, but the amount is estimated and
only becomes payable at the point at which the underlying investments are sold
and profits crystallised.
2025 2024
£’000 £’000
Provision for deferred Indian capital gains tax 2,431 770
2,431 770
13. Share Capital
Share capital represents the total number of shares in issue. Any dividends
declared will be paid on the shares in issue on the record date.
The Directors’ Report on page 40 sets out the share capital structure,
restrictions and voting rights.
Share capital represents the total number of shares in issue, including
treasury shares.
(a) Allotted, called-up and fully paid
2025 2024
£’000 £’000
Share capital:
Ordinary shares of 10p each 20,485 6,591
Treasury shares of 10p each 1,277 909
21,762 7,500
(b) Share movements
2025 2024
Ordinary Treasury Ordinary Treasury
number number number number
Number at start of year 65,908,287 9,091,594 66,853,287 8,146,594
Shares issued as a result of combination with Asia Dragon Trust plc 142,619,864 – – –
Shares bought back and held in treasury (3,675,000) 3,675,000 (945,000) 945,000
Number at the end of the year 204,853,151 12,766,594 65,908,287 9,091,594
During the year 142,619,864 Ordinary shares were issued in exchange for
£544,771,000 of net assets following on from the combination with Asia Dragon
Trust plc (see note 21 on page 77). During the year the Company bought back,
into treasury, 3,675,000 ordinary shares at a total cost of £12,363,000.
A further 1,060,000 shares have been bought back into treasury, at an average
price of 339.21p, since 30 April 2025.
As explained in the Chairman’s Statement on page 8, the Company introduced a
performance conditional tender offer in 2020 whereby the Board had undertaken
to effect a tender offer for up to 25.0% of the Company’s issued share
capital in the event that certain conditions are met relating to performance
of the net asset value compared to the benchmark index. Following the
combination with Asia Dragon Trust plc in February 2025, the performance
conditional tender offer was replaced with a triennial unconditional tender
offer for up to 100% of the issued share capital at 4.0% discount to the
prevailing NAV (debt at fair value, cum income). The first one will be no
later than the date of the announcement of its final results for the financial
year ended 30 April 2028.
14. Reserves
This note explains the different reserves attributable to shareholders. The
aggregate of the reserves and share capital (see previous note) make up total
shareholders’ funds.
The capital redemption reserve maintains the equity share capital arising from
the buy-back and cancellation of shares and is non-distributable. The special
reserve arose from the cancellation of the share premium account and is
available as a distributable reserve to fund any future dividends, tender
offers and share buybacks.
The capital reserve includes unrealised investment holding profits and losses,
being the difference between cost and market value at the balance sheet date,
as well as realised profits and losses on disposal of investments, expenses
allocated to capital and special dividends received that are classified as
capital in nature. The revenue reserve reflects the income and expenses as
shown in the revenue column of the Income Statement. The capital and revenue
reserves are distributable by way of dividend. Dividends are first funded from
available revenue reserves and then funded from capital reserves at the date
of the dividend payment.
As a result of the combination with Asia Dragon Trust plc during the year, the
share capital of the company increased by the nominal value of shares issued.
The closing balance of the share premium account reflects the balance of the
net assets acquired from Asia Dragon Trust plc less the nominal value of
shares issued and the cost in relation to issue of ordinary shares.
15. Net Asset Value
The Company’s total net assets (total assets less total liabilities) are
often termed shareholders’ funds and are converted into net asset value per
ordinary share by dividing by the number of shares in issue as at the
reporting date.
The net asset values attributable to each share in accordance with the
Company’s Articles are set out below.
2025 2024
Ordinary shareholders’ funds £729,912,000 £238,266,000
Number of ordinary shares in issue, excluding treasury shares 204,853,151 65,908,287
Net asset value per ordinary share 356.31p 361.51p
There is no dilution in this or the prior year and therefore no diluted net
asset value per ordinary share has been disclosed.
16. Financial Instruments
Financial instruments comprise the Company’s investment portfolio,
derivative financial instruments (if the Company had any), as well as any
cash, borrowings, debtors and creditors. This note sets out the risks arising
from the Company’s financial instruments in terms of the Company’s
exposure and sensitivity, and any mitigation that the Manager or Board can
take.
Risk Management Policies and Procedures
The Company’s portfolio is managed in accordance with its investment
objective, which is set out in the Strategic Report on page 24. The Strategic
Report then proceeds to set out the Manager’s investment process and the
Company’s internal control and risk management systems as well as the
Company’s principal and emerging risks and uncertainties. Risk management is
an integral part of the investment management process and this note expands on
certain of those risks in relation to the Company’s financial instruments,
including market risk.
The accounting policies in note 1 include criteria for the recognition and the
basis of measurement applied for financial instruments. Note 1 also includes
the basis on which income and expenses arising from financial assets and
liabilities are recognised and measured. The Directors have delegated to the
Manager the responsibility for the day-to-day investment activities of the
Company as more fully described in the Strategic Report.
As an investment trust the Company invests in equities and other investments
for the long-term so as to meet its investment objective and policies. In
pursuing its investment objective, the Company is exposed to a variety of
risks that could result in either a reduction in the Company’s net assets or
a reduction of the profits available for dividends. The risks applicable to
the Company and the policies the Company used to manage these are summarised
below and have remained substantially unchanged for the two years under
review.
16.1 Market Risk
Market risk arises from changes in the fair value or future cash flows of a
financial instrument because of movements in market prices. Market risk
comprises three types of risk: currency risk (16.1.1), interest rate risk
(16.1.2) and other price risk (16.1.3).
The Company’s Manager assesses the Company’s exposure when making each
investment decision, and monitors the overall level of market risk on the
whole of the investment portfolio on an ongoing basis. The Board meets at
least quarterly to assess risk and review investment performance, as disclosed
in the Board Responsibilities on page 46. Borrowing is used to enhance
returns; however, this will also increase the Company’s exposure to market
risk and volatility.
16.1.1 Currency Risk
As nearly all of the Company’s assets, liabilities and income are
denominated in currencies other than sterling, movements in exchange rates
will affect the sterling value of those items.
Management of the Currency Risk
The Manager monitors the Company’s exposure to foreign currencies on a daily
basis and reports to the Board on a regular basis. With the exception of
borrowings in foreign currency, the Company does not normally hedge its
currency positions but may do so should the Portfolio Managers or the Board
feel this was appropriate. Contracts are limited to currencies and amounts
commensurate with the asset exposure.
Income denominated in foreign currencies is converted to sterling on receipt.
The Company does not use financial instruments to mitigate the currency
exposure in the period between the time that income is accrued and received.
Foreign Currency Exposure
The fair values of the Company’s monetary items that have currency exposure
at 30 April are shown below. Where the Company’s investments (which are not
monetary items) are priced in a foreign currency they have been included
separately in the analysis so as to show the overall level of exposure.
Year ended 30 April 2025
Foreign Investments
Debtors currency at fair
(due from exposure value Total net
brokers Cash and Overdrafts on net through foreign
and cash and bank monetary profit currency
dividends) equivalents facility items or loss exposure
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian dollar – – – – 8,473 8,473
Chinese yuan – – – – 39,164 39,164
Hong Kong dollar – – – – 236,204 236,204
Indian rupee – – – – 78,504 78,504
Indonesian rupiah – – – – 43,747 43,747
Singapore dollar 632 – – 632 18,694 19,326
South Korean won 331 – – 331 109,562 109,893
Swiss franc 20 – – 20 – 20
Taiwan dollar 185 – – 185 111,913 112,098
Thai baht 1,291 – – 1,291 28,507 29,798
US dollar 125 2,021 (43,923) (41,777) 74,267 32,490
Vietnamese Dong – – – – 7,795 7,795
2,584 2,021 (43,923) (39,318) 756,830 717,512
Year ended 30 April 2024
Foreign Investments
Debtors currency at fair
(due from exposure value Total net
brokers Cash and Overdrafts on net through foreign
and cash and bank monetary profit currency
dividends) equivalents facility items or loss exposure
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian dollar – – – – 3,691 3,691
Chinese yuan – – – – 14,352 14,352
Hong Kong dollar – – – – 76,308 76,308
Indian rupee – – – – 22,984 22,984
Indonesian rupiah – – – – 10,331 10,331
Singapore dollar 151 – – 151 5,407 5,558
South Korean won 139 – – 139 41,011 41,150
Swiss franc – – – – 2,845 2,845
Taiwan dollar 227 16 – 243 38,590 38,833
Thai baht 289 – – 289 6,994 7,283
US dollar 78 521 (12,626) (12,027) 17,444 5,417
Vietnamese dong – – – – 5,119 5,119
884 537 (12,626) (11,205) 245,076 233,871
The amounts shown are not representative of the exposure to risk during the
year, because the levels of foreign currency exposure change significantly
throughout the year.
Foreign Currency Sensitivity
The following table illustrates the sensitivity of the returns after taxation
for the year with respect to the Company’s financial assets and liabilities.
If sterling had strengthened by the amounts shown in the second table below,
the effect on the assets and liabilities held in non-sterling currency would
have been as follows:
2025 2024
Total Total
Revenue Capital loss Revenue Capital loss
return return after tax return return after tax
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian dollar (3) (237) (240) (2) (52) (54)
Chinese yuan (11) (666) (677) (15) (244) (259)
Hong Kong dollar (39) (4,960) (4,999) (26) (1,221) (1,247)
Indian rupee (5) (1,727) (1,732) (5) (345) (350)
Indonesian rupiah (45) (1,225) (1,270) (16) (248) (264)
Singapore dollar (8) (187) (195) (2) (59) (61)
South Korean won (47) (3,068) (3,115) (18) (700) (718)
Taiwan dollar (22) (2,014) (2,036) (15) (656) (671)
Thai baht (47) (969) (1,016) (7) (147) (154)
US dollar 927 (1,678) (751) 208 (305) (97)
Vietnamese dong (3) (171) (174) (4) (118) (122)
697 (16,902) (16,205) 98 (4,095) (3,997)
If sterling had weakened by the same amounts, the effect would have been the
converse.
The following movements in the assumed exchange rates are used in the above
sensitivity analysis:
2025 2024
% %
£/Australian dollar +/–2.8 +/–1.4
£/Chinese yuan +/–1.7 +/–1.7
£/Hong Kong dollar +/–2.1 +/–1.6
£/Indian rupee +/–2.2 +/–1.5
£/Indonesian rupiah +/–2.8 +/–2.4
£/Singapore dollar +/–1.0 +/–1.1
£/South Korean won +/–2.8 +/–1.7
£/Taiwan dollar +/–1.8 +/–1.7
£/Thai baht +/–3.4 +/–2.1
£/US dollar +/–2.2 +/–1.7
£/Vietnamese dong +/–2.2 +/–2.3
These percentages have been determined based on the market volatility in
exchange rates during the year. The sensitivity analysis is based on the
Company’s foreign currency financial instruments held at each balance sheet
date and takes account of forward foreign exchange contracts that offset the
effects of changes in currency exchange rates. The effect of the strengthening
or weakening of sterling against foreign currencies is calculated by reference
to the volatility of exchange rates during the year using one standard
deviation of currency fluctuations from the average exchange rate.
In the opinion of the Directors, the above sensitivity analyses are not
representative of the year as a whole since the level of foreign currency
exposure varies.
16.1.2 Interest Rate Risk
The Company is exposed to interest rate risk through income receivable on cash
deposits and interest payable on variable rate borrowings. When the Company
has cash balances, they are held in variable rate bank accounts yielding rates
of interest dependent on the base rate of the custodian, Bank of New York
Mellon (International) Limited.
The Company has a revolving credit facility (the ‘bank facility’) for
which details and year end drawn down amounts are shown in note 11. The
Company uses the facility when required at levels approved and monitored by
the Board. At the maximum possible gearing of £80 million, the effect of a
3.5% increase/decrease in the interest rate would result in a
decrease/increase to the Company’s total income of £2,800,000. At the year
end, US dollars with a sterling equivalent of £43,923,000 of the bank
facility was drawn down (2024: £12,626,000).
The Company also has available an uncommitted bank overdraft arrangement with
the custodian for settlement purposes. At the year end, there was a sterling
overdraft of £nil (2024: US dollar overdraft with a sterling equivalent of
£50,000). Interest on the bank overdraft is payable at the custodian’s
variable rate.
The Company’s portfolio is not directly exposed to interest rate risk.
16.1.3 Other Price Risk
Other price risks (i.e. changes in market prices other than those arising from
interest rate risk or currency risk) may affect the value of the equity
investments, but it is the business of the Manager to manage the portfolio to
achieve the best possible return.
The Directors manage the market price risks inherent in the investment
portfolio by meeting regularly to monitor on a formal basis the Manager’s
compliance with the Company’s stated objectives and policies and to review
investment performance.
The Company’s portfolio is the result of the Manager’s investment process
and as a result is not wholly correlated with the Company’s benchmark or the
markets in which the Company invests. The value of the portfolio will not move
in line with the markets but will move as a result of the performance of the
shares within the portfolio.
If the value of the portfolio rose or fell by 10% at the balance sheet date,
the profit after tax for the year would increase or decrease by £77.2 million
(2024: £25.1 million) respectively.
16.2 Liquidity Risk
This is the risk that the Company may encounter difficulty in meeting its
obligations associated with financial liabilities i.e. when realising assets
or raising finance to meet financial commitments.
A lack of liquidity in the portfolio may make it difficult for the Company to
realise assets at or near their purported value in the event of a forced sale.
This is minimised as the majority of the Company’s investments comprise a
diversified portfolio of readily realisable securities which can be sold to
meet funding commitments as necessary, cash held and the bank facility
provides for additional funding flexibility. The financial liabilities of the
Company at the balance sheet date are shown in note 11.
Creditors: amounts falling due within one year are expected to become payable
within less than three months and the Provision for deferred tax liability
(Indian capital gains tax) will become payable upon realisation of taxable
gains upon sale of relevant underlying Indian securities.
16.3 Credit Risk
Credit risk comprises the potential failure by counterparties to deliver
securities which the Company has paid for, or to pay for securities which the
Company has delivered; it includes but is not limited to: lost principal and
interest, disruption to cash flows or the failure to pay interest.
Credit risk is minimised by using:
(a) only approved counterparties, covering both brokers and deposit takers;
(b) a custodian that operates under BASEL III guidelines. The Board reviews
the custodian’s annual, externally audited, service organisation controls
report and the Manager’s management of the relationship with the custodian.
Following the appointment of a depositary, assets held at the custodian are
covered by the depositary’s restitution obligation, accordingly the risk of
loss is remote; and
(c) the Invesco Liquidity Funds plc – US Dollar, a money market fund, which
is rated AAAm by Standard & Poor’s and AAAmmf by Fitch.
Cash balances are limited to a maximum of 5% of net assets with the custodian,
2.5% of net assets with any other deposit taker and a maximum of 6% of net
assets in the Invesco Liquidity Funds plc. These limits are at the discretion
of the Board and are reviewed on a regular basis. As at the year end, the
sterling equivalent of £2,400,000 (2024: £537,000) was held at the
custodian, in addition a balance had been held in Invesco Liquidity Funds plc
during the year and the balance was £nil at the year end (2024: £1,494,000).
17. Fair Value of Financial Assets and Financial Liabilities
‘Fair value’ in accounting terms is the amount at which an asset can be
bought or sold in a transaction between willing parties, i.e. a market-based,
independent measure of value. Under accounting standards there are three
levels of fair value based on whether there is an active market (Level 1) or,
if not, Levels 2 and 3 where other methods have been employed to establish a
fair value. This note sets out the aggregate amount of the portfolio in each
level, and why.
Financial assets and financial liabilities are either carried at their fair
value (investments), or at a reasonable approximation of their fair value.
The valuation techniques used by the Company are explained in the accounting
policy note. FRS 102 sets out three fair value levels for the fair value for
the hierarchy disclosures. Categorisation into a level is determined on the
basis of the lowest level input that is significant to the fair value
measurement of each relevant asset/liability.
The investments held by the Company at the year end are shown on pages 18 to
19. Except for one Level 2 and one Level 3 investments described below, all of
the Company’s investments at the year end were deemed to be Level 1 with
fair values for all based on unadjusted quoted prices in active markets for
identical assets totalling £743,688,000 (2024: £242,722,000).
Level 2 investments are investments for which inputs are other than quoted
prices included within Level 1 that are observable (i.e. developed using
market data). At the year end there was one Level 2 investment held with a
total fair value of £28,507,000 (2024: £8,488,000), solely comprising of
Kasikornbank, valued at £28,507,000 (2024: Kasikornbank, valued at
£6,994,000 and Invesco Liquidity Funds – US Dollar money market fund,
valued at £1,494,000). Kasikornbank is classified as Level 2 due to the less
liquid nature of the foreign ownership line of stock held, however this
holding is valued using observable market prices with potentially lower
liquidity judged to be the most important factor in determining this
designation.
There have been no transfers or movements between fair value categories during
the year.
Level 3 investments are investments for which inputs are unobservable (i.e.
for which market data is unavailable). Lime Co. was the only Level 3
investment in the portfolio at the year end and was valued at £34,000 using a
price which was in line with trades in the closest approximate market, the OTC
market (2024: one investment: Lime Co. valued at £37,000 based on prices of
trades in the OTC market). Judgement has been applied to determine that the
OTC market will provide the best approximate value for this security.
18. Capital Management
This note is designed to set out the Company’s objectives, policies and
processes for managing its capital. This capital being funded by monies
invested in the Company by shareholders (both initial investment and retained
amount) and any borrowings by the Company.
The Company’s total capital employed at 30 April 2025 was £773,835,000
(2024: £250,892,000) comprising borrowings of £43,923,000 (2024:
£12,626,000) and equity share capital and other reserves of £729,912,000
(2024: £238,266,000).
The Company’s total capital employed is managed to achieve the Company’s
investment objective and investment policy as set out on page 24. Borrowings
may be used to provide gearing up to the lower of £80 million or 25% of net
asset value. The Company’s policies and processes for managing capital were
unchanged throughout the year and the preceding year.
The main risks to the Company’s investments are shown in the Directors’
Report under the ‘Principal and Emerging Risks and Uncertainties’ section
on pages 27 to 31. These also explain that the Company is able to gear and
that gearing will amplify the effect on equity of changes in the value of the
portfolio.
The Board can also manage the capital structure directly since it has taken
the powers, which it is seeking to renew, to issue and buy-back shares and it
also determines dividend payments.
The Company is subject to externally imposed capital requirements with respect
to the obligation and ability to pay dividends by section 1158 Corporation Tax
Act 2010 and by the Companies Act 2006, respectively, and with respect to the
availability of the bank facility, by the terms imposed by the lender, details
of which are given in note 11. The Board regularly monitors, and the Company
has complied with, these externally imposed capital requirements.
19. Contingencies, Guarantees and Financial Commitments
Any liabilities the Company is committed to honour, and which are dependent on
future circumstances or events occurring, would be disclosed in this note if
any existed.
There were no contingencies, guarantees or other financial commitments of the
Company as at 30 April 2025 (2023: nil).
20. Related Party Transactions and Transactions with the Manager
A related party is a company or individual who has direct or indirect control
or who has significant influence over the Company. Under accounting standards,
the Manager is not a related party.
Under UK GAAP, the Company has identified the Directors and their dependents
as related parties. The Directors’ remuneration and interests have been
disclosed on page 51 with additional disclosure in note 4. No other related
parties have been identified.
Details of the Manager’s services and fees are disclosed in the Director’s
Report on page 39, note 3 and note 4(iii) to the financial statements.
21. Combination with Asia Dragon Trust plc
On 13 February 2025, the Company announced that it had acquired £544,771,000
of net assets from Asia Dragon Trust plc in consideration for the issue of
142,619,864 new Ordinary shares based on the respective formula asset values
of the two entities on 6 February 2025.
£’000
Net assets acquired
Investments 530,156
Cash 14,615
Net assets 544,771
Satisfied by the value of new Ordinary shares issued 544,771
22. Post Balance Sheet Events
Any significant events that occurred after the balance sheet date but before
the signing of the balance sheet will be shown here.
There are no significant events after the end of the reporting period
requiring disclosure.
23. 2025 Financial Information
The figures and financial information for the year ended 30 April 2025 are
extracted from the Company's annual financial statements for that year and do
not constitute statutory accounts. The Company's annual financial statements
for the year to 30 April 2025 have been audited but have not yet been
delivered to the Registrar of Companies. The Auditor's report on the 2025
annual financial statements was 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.
23. 2024 Financial Information
The figures and financial information for the year ended 30 April 2024 are
compiled from an extract of the published accounts for that year and do not
constitute statutory accounts. Those accounts have been delivered to the
Registrar of Companies. The Auditor's report on the 2024 annual financial
statements was (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.
24. Annual Financial Report
The Annual Report for the year-ended 30 April 2025 will be posted to
shareholders in July 2025 and will be available at
www.invesco.co.uk/invescoasia or from the Corporate Secretary at the Company's
correspondence address, Perpetual Park Drive, Henley-On-Thames, Oxfordshire,
England, RG9 1HH. A copy of the Annual Financial Report will be submitted
shortly to the National Storage Mechanism ("NSM") and will be available
for inspection at the NSM, which is situated at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Notice of Annual General Meeting
THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to what action to take, you should
consult your stockbroker, solicitor, accountant or other appropriate
independent professional adviser authorised under the Financial Services and
Markets Act 2000. If you have sold or otherwise transferred all your shares in
Invesco Asia Dragon Trust plc, please forward this document and the
accompanying Form of Proxy to the person through whom the sale or transfer was
effected, for transmission to the purchaser or transferee. Please note that
each of the resolutions to be considered at the AGM will be voted on by way of
a poll.
Notice is given that the Annual General Meeting of Invesco Asia Dragon Trust
plc will be held at 60 London Wall, London EC2M 5TQ, on 18 September 2025 at
12 noon for the following purposes:
Ordinary Business
To consider and, if thought fit, to pass the following resolutions all of
which will be proposed as ordinary resolutions:
1. To receive and consider the Annual Financial Report for the year ended 30
April 2025.
2. To approve the Company’s Dividend Payment Policy. This is an advisory
vote.
3. To approve the Annual Statement and Report on Remuneration for the year
ended 30 April 2025.
4. To re-elect Neil Rogan as a Director of the Company.
5. To re-elect Vanessa Donegan as a Director of the Company.
6. To re-elect Myriam Madden as a Director of the Company.
7. To re-elect Sonya Rogerson as a Director of the Company.
8. To elect Matthew Dobbs as a Director of the Company.
9. To elect Susan Sternglass Noble as a Director of the Company.
10. To elect James Will as a Director of the Company.
11. To elect Nicole Yuen as a Director of the Company.
12. To re-appoint Ernst & Young LLP as auditor of the Company.
13. To authorise the Audit Committee to determine the remuneration of the
auditor.
Special Business
To consider and, if thought fit, pass the following resolutions of which
resolution 14 will be proposed as an ordinary resolution and resolutions 15 to
18 as special resolutions:
Authority to Allot Shares
14. That:
in substitution for any existing authority under section 551 of the Companies
Act 2006 (the ‘Act’) but without prejudice to the exercise of any such
authority prior to the date of this resolution the Directors of the Company be
generally and unconditionally authorised in accordance with section 551 of the
Act as amended from time to time prior to the date of the passing of this
resolution, to exercise all powers of the Company to allot shares and grant
rights to subscribe for, or convert any securities into, shares up to an
aggregate nominal amount (within the meaning of sections 551(3) and (6) of
the Act) of £2,037,931, this being 10% of the Company’s issued ordinary
share capital as at 15 July 2025, such authority to expire at the conclusion
of the next Annual General Meeting of the Company or the date 15 months after
the passing of this resolution, whichever is the earlier unless the authority
is renewed or revoked at any other general meeting prior to such time, but so
that this authority shall allow the Company to make offers or agreements
before the expiry of this authority which would or might require shares to be
allotted, or rights to be granted, after such expiry as if the authority
conferred by this resolution had not expired.
Disapplication of Pre-emption Rights
15. That:
subject to the passing of resolution number 14 set out in the notice of this
meeting (the ‘Section 551 Resolution’) and in substitution for any
existing authority under sections 570 and 573 of the Companies Act 2006 (the
‘Act’) but without prejudice to the exercise of any such authority prior
to the date of this resolution, the Directors be and are hereby empowered, in
accordance with sections 570 and 573 of the Act as amended from time to time
prior to the date of the passing of this resolution to allot equity securities
(within the meaning of section 560(1), (2) and (3) of the Act) for cash,
either pursuant to the authority given by the Section 551 Resolution or (if
such allotment constitutes the sale of relevant shares which, immediately
before the sale, were held by the Company as treasury shares) otherwise, as if
section 561 of the Act did not apply to any such allotment, provided that this
power shall be limited:
(a) to the allotment of equity securities in connection with a rights issue
in favour of all holders of a class of equity securities where the equity
securities attributable respectively to the interests of all holders of
securities of such class are either proportionate (as nearly as may be) to the
respective numbers of relevant equity securities held by them or are otherwise
allotted in accordance with the rights attaching to such equity securities
(subject in either case to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to fractional
entitlements or legal, regulatory or practical problems under the laws of, or
the requirements of, any regulatory body or any stock exchange in any
territory or otherwise); and
(b) to the allotment (otherwise than pursuant to a rights issue) of equity
securities up to an aggregate nominal amount of £2,037,931, this being 10% of
the Company’s issued share capital as at 15 July 2025 and this power shall
expire at the conclusion of the next Annual General Meeting of the Company or
the date 15 months after the passing of this resolution, whichever is the
earlier unless the authority is renewed or revoked at any other general
meeting prior to such time, but so that this power shall allow the Company to
make offers or agreements before the expiry of this power which would or might
require equity securities to be allotted after such expiry as if the power
conferred by this Resolution had not expired; and so that words and
expressions defined in or for the purposes of Part 17 of the Act shall bear
the same meanings in this resolution.
Authority to Make Market Purchases of Shares
16. That:
the Company be generally and subject as hereinafter appears unconditionally
authorised in accordance with Section 701 of the Companies Act 2006 as amended
from time to time prior to the date of the passing of this resolution (the
‘Act’) to make market purchases (within the meaning of Section 693(4) of
the Act) of its issued ordinary shares of 10p each in the capital of the
Company (‘Shares’).
PROVIDED ALWAYS THAT:
(i) the maximum number of Shares hereby authorised to be purchased shall be
30,548,593 or 14.99% of shares in issue as at 15 July 2025;
(ii) the minimum price which may be paid for a Share shall be 10p;
(iii) the maximum price which may be paid for a Share must not be more than
the higher of: (i) 5% above the average of the mid-market values of the
Shares for the five business days before the purchase is made; and (ii) the
higher of the price of the last independent trade in the Shares and the
highest then current independent bid for the Shares on the London Stock
Exchange;
(iv) any purchase of Shares will be made in the market for cash at prices
below the prevailing net asset value per Share (as determined by the
Directors);
(v) the authority hereby conferred shall expire at the conclusion of the next
Annual General Meeting of the Company, or the date 15 months after the passing
of this resolution, whichever is the earlier, unless the authority is renewed
or revoked at any other general meeting prior to such time;
(vi) the Company may make a contract to purchase Shares under the authority
hereby conferred prior to the expiry of such authority which will be executed
wholly or partly after the expiration of such authority and may make a
purchase of Shares pursuant to any such contract; and
(vii) any shares so purchased shall be cancelled or, if the Directors so
determine and subject to the provisions of Sections 724 to 731 of the Act and
any applicable regulations of the United Kingdom Listing Authority, be held
(or otherwise dealt with in accordance with Section 727 or 729 of the Act) as
treasury shares.
Period of Notice Required for General Meetings
17. That:
the period of notice required for general meetings of the Company (other
than AGMs) shall be not less than 14 days.
Cancellation of Share Premium Account
18. That, subject to the confirmation of the Court, the Company be and is
authorised to cancel the amount standing to the credit of the share premium
account of the Company, and the amount by which the share premium account is
so cancelled be credited to a distributable reserve which shall be capable of
being applied in any manner in which the Company’s profits available for
distribution (as determined in accordance with the Companies Act 2006) are
able to be applied.
Dated this 16 July 2025
By order of the Board
Invesco Asset Management Limited
Corporate Company Secretary
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AnnouncementREG-Invesco Asia Dragon Trust Plc: Net Asset Value(s)
AnnouncementREG-Invesco Asia Dragon Trust Plc: Net Asset Value(s)
AnnouncementREG-Invesco Asia Dragon Trust Plc: Net Asset Value(s)
AnnouncementREG-Invesco Asia Dragon Trust Plc: Net Asset Value(s)
Announcement