Annual Report • Jun 23, 2025
Annual Report
Open in ViewerOpens in native device viewer
TO BE SUPPLIED ASHOKA WHITEOAK EMERGING MARKETS TRUST PLC ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 ABOUT US Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 Company Status Ashoka WhiteOak Emerging Markets Trust plc (the “Company”) is an investment company, incorporated on 15 March 2023. Following its successful flotation on 3 May 2023, its shares are listed on the main market of the London Stock Exchange. The Company is a member of the Association of Investment Companies (“AIC”). Corporate Objective The Company aims to deliver long-term capital appreciation for its shareholders, primarily through investment in securities admitted to trading on any stock exchange that provides exposure to Global Emerging Markets (Global Emerging Markets means the constituent countries of the MSCI Emerging Markets Index). Full details of the Company’s investment mandate and investment restrictions are set out in the Company’s prospectus dated 18 April 2023. Asset Management Acorn Asset Management Limited is responsible for management of the Company’s assets and is the appointed Alternative Investment Fund Manager (“AIFM”) for the purposes of the UK AIFM Regime. Acorn Asset Management Limited is entirely owned by Ashoka WhiteOak Capital Pte. Ltd. Company secretarial and administration services have been delegated to JTC (UK) Limited. Further details of these appointments are provided on pages 61 to 63. Capital Structure The Company’s capital is composed of ordinary shares and management shares. Details are given on page 63 and in note 12 to the financial statements on pages 98 to 99. ISA Status The Company’s shares are eligible for Stocks and Shares ISAs. Retail Investors advised by IFAs The Company currently conducts its affairs so that its shares can be recommended by Independent Financial Advisers (“IFAs”) in the UK to ordinary retail investors in accordance with the Financial Conduct Authority (“FCA”) rules in relation to non-mainstream investment products and intends to continue to do so. The shares are excluded from the FCA’s restrictions which apply to non-mainstream pooled investment products because they are shares in an investment trust. 1 Contents Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 STRATEGIC REPORT COMPANY PERFORMANCE 2 CHAIR’S STATEMENT 3 INVESTMENT MANAGER’S REPORT 8 TOP TEN HOLDINGS 17 INVESTMENT POLICY, RESULTS AND KEY PERFORMANCE INDICATORS 19 RISK AND RISK MANAGEMENT 22 ENVIRONMENTAL, SOCIAL AND GOVERNANCE 28 SECTION 172 STATEMENT 35 GOVERNANCE BOARD OF DIRECTORS 39 CORPORATE GOVERNANCE 41 AUDIT COMMITTEE REPORT 51 DIRECTORS’ REMUNERATION REPORT 56 DIRECTORS’ REPORT 61 STATEMENT OF DIRECTORS’ RESPONSIBILITIES 68 INDEPENDENT AUDITOR’S REPORT 70 FINANCIAL STATEMENTS STATEMENT OF COMPREHENSIVE INCOME 80 STATEMENT OF FINANCIAL POSITION 81 STATEMENT OF CHANGES IN EQUITY 82 STATEMENT OF CASH FLOWS 83 NOTES TO THE FINANCIAL STATEMENTS 84 OTHER INFORMATION ALTERNATIVE PERFORMANCE MEASURES 108 GLOSSARY 109 SHAREHOLDER INFORMATION 111 COMPANY INFORMATION 115 NOTICE OF ANNUAL GENERAL MEETING 116 Company Performance 2 STRATEGIC REPORT Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 As at 31 March 2025 As at 31 March 2024 Net Asset Value (NAV) 1,2 £41.72 million £35.41 million NAV per share 1,2 119.6p 109.9p Share price 2 122.5p 105.0p Share price premium/(discount) to NAV 1,2 2.4% (4.4%) Share price total return 2 16.7% 5.0% NAV total return 1,2 8.8% 11.8% MSCI EM Index net total return 3 5.8% 7.9% NAV total return relative performance compared to MSCI EM Index net total return 1 3.0% 3.9% Ongoing charges ratio 2 1.9% 1.9% 1 The Net Asset Value as per the Statement of Financial Position on page 81 is £42.85 million in which the Alpha Fee provision is treated as a putative future equity settled share- based payment under IFRS 2. Please refer to Note 7 on page 94 and the Alternative Performance Measures on page 108 for further information. References to ‘NAV’ on pages 3 to 69 refer to the NAV in the table above unless otherwise stated. 2 Alternative Performance Measures for the year ended 31 March 2025, see page 108. 3 Source: Bloomberg. 3 Chair’s Statement Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 I am pleased to present this Annual Report for the year ended 31 March 2025. During the year the Company’s NAV recorded a total return of 8.8% compared to its MSCI EM (GBP) benchmark return of 5.8%. Since inception, the Company’s NAV has grown by 21.7% versus the MSCI EM (GBP) index of 14.5%. The Company’s performance has been reviewed based on the NAV (including Alpha Fee provision) of £41.72 million as disclosed on page 2. This outperformance represents a commendable effort in both growing and preserving shareholder capital and is once again testimony to the Investment Manager’s portfolio construction and risk management disciplines. Since launch the Company’s share price has consistently traded close to its NAV supported by its best-in-class discount control mechanism in the form of its annual redemption facility. This compares favourably to the wider investment trust sector where double-digit discounts are unfortunately prevalent. The tight rating is reflected in the Company’s share price total return of 16.7%, which exceeded the NAV total return over the reporting period. It is encouraging for the future growth of the Company that during the financial year the Company was able to issue new shares to investors representing 10.2% of the shares in issue at the beginning of the year. The Company’s continued growth in new share issuance together with its strong portfolio performance should enhance the Company’s attractiveness to a greater number of investors. Performance The Investment Manager’s investment process, utilising its unique OpcoFinco methodology to identify attractively valued stocks with positive catalysts and which in turn is complemented by its proprietary ABLEx ESG screening filter designed to avoid companies with inherently poor governance, continues to reap rewards. The Investment Manager’s local fundamental knowledge and breadth of in-house analytical research capabilities have continued to support its very successful overweighting of selected mid and small cap stocks (“SMID”). The latter tend to be under-researched and thus inefficiently valued, thereby offering an alpha rich opportunity for superior stockpicking. The Company thus particularly benefitted from the significant outperformance of its mid and small cap holdings, notably amongst Indian stocks. Moreover, the Investment Manager’s local extensive and established research presence and connections allowed it to identify and access a series of higher quality and attractively valued Indian anchor and pre-IPO opportunities amongst what at times latterly became an overly speculative new listings market. Impressively, the Investment Manager was able to exit at considerable profit nearly all these IPO holdings prior to the broader Indian equity market correction. These IPO holdings meaningfully contributed to the Company’s outperformance during the year and remain a major positive differentiation compared to open-ended Emerging Markets focused funds. Alpha Fee The Board remains focused on minimising costs given the relatively small size of the Company’s asset base. In this context, it should be remembered that the Investment Manager does not receive any fixed management fee and is instead only entitled to an Alpha Fee, which is only earned if the Company’s adjusted NAV exceeds the benchmark MSCI EM (GBP) index measured over discrete three-year periods. Moreover, any Alpha Fee is capped at 12% of time-weighted average net assets such that any performance theoretically earned above that level is not carried forward to the benefit of the Investment Manager. Further, any Alpha Fee under normal circumstances is paid out in the Company’s shares, 50% of which are subject to a three-year lockup. Shareholders should note that the Alpha Fee is a relative measure and as such is payable if the Investment Manager outperforms a falling benchmark. The Board believes that the Company’s fee structure in its totality creates a very strong alignment of interest with the Investment Manager and results in shareholders only paying fees to the Investment Manager when it Chair’s Statement (continued) 4 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 has delivered positive relative outperformance of its benchmark. Shareholders can find full details of the Alpha Fee in the Company’s prospectus. The Alpha Fee period commenced following the investment of at least 70% of the Company’s net IPO proceeds, which occurred on 12 May 2023, and ends on 31 March 2026. For the annual reporting period to 31 March 2025, an Alpha Fee provision of £736,965 was accrued reflecting the Company’s outperformance during this time. The total Alpha Fee accrued since the start of this fee cycle to 31 March 2025 is £1,121,665. It should be noted that although not yet crystallised any accrued Alpha Fee is provisioned for in the calculation of the daily NAV published in accordance with the Company’s Prospectus. Revenue and Dividends The Company’s principal objective is to provide attractive returns through long term capital appreciation rather than a focus on income generation. Therefore, the Company is unlikely to pay an annual dividend under normal circumstances. Where the Company’s portfolio may in future generate a small amount of income this will in the first instance be allocated to offset its operational costs. If required, the Company may declare an annual dividend to maintain its UK investment trust status. During the year under review, no dividend has been declared. Share Issuance The Board and the Investment Manager would like to take this opportunity to thank again all those shareholders who supported the Company’s IPO and have partaken in subsequent share issues. The Board, Investment Manager and Marex (the Company’s Corporate Broker) remain committed to and confident of continuing to grow the Company over time such that secondary market liquidity improves, the Company’s ongoing charge ratio falls and the Company becomes more attractive to a wider range of investors. During the year under review the Company has issued 3,280,000 new Ordinary Shares through eighteen separate issues representing 10.2% of the shares in issue at the beginning of the year. All our share issuances have been undertaken at a small premium to cover the costs and expenses of each issue. We look forward to continuing to grow the Company through further such issuances in due course and point to the parallel experience of Ashoka India Equity Investment Trust plc, also managed by Acorn Asset Management Limited, where the Company has grown significantly since its IPO from a comparably small initial base. The Company participated in the strategic review announced by Asia Dragon Trust plc. However, the Asia Dragon Trust plc board ultimately selected a counterparty with an existing investment strategy directly similar to that of Asia Dragon Trust plc. Nonetheless, the Board looks forward to the Company continuing its track record of delivering organic growth through investment performance and share issuance whilst also remaining alert to other potential growth opportunities which may arise. Annual Redemption Facility The Company aims to provide an investment vehicle for shareholders seeking long-term capital appreciation. But the Company also employs a redemption facility through which shareholders are entitled to request the redemption of all or part of their shareholding on an annual basis. The objective of the redemption facility is to assist with the limiting of any discount at which the Company shares may trade from time to time. It should be noted that the authority to approve any redemption rests at the sole discretion of the Board. As at the second redemption point on 31 December 2024, 612,466 shares were redeemed (representing 1.8% of the issued share capital at that time). Overview As flagged in the last Report, the generally improving backdrop for global growth and Emerging Market economies and capital markets in particular, was always going to be hostage to the risk of the new US administration ramping up tariffs and inadvertently potentially triggering a global trade war. This US policy 5 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 has now been enacted, leading to substantial capital market volatility towards the end of the Company’s financial year and immediately thereafter. That said, the Investment Manager’s disciplined portfolio construction and risk management has ensured that overall, the portfolio’s valuation has held up relatively well throughout this geopolitical and capital markets turbulence. Whilst one can certainly have a legitimate debate about fair trade and free trade and the use of targeted sanctions to address mercantilist nations or specific overly subsidised export industries, unequivocally blanket tariffs are not good for global trade or global economic growth. Given the mercurial nature of White House policy announcements, it is hard to determine at what level tariffs will ultimately be settled, but beyond any transactional or geopolitical imperatives, a significant level of tariffs will be required to generate sufficient fiscal revenue to fund the proposed tax cuts. The challenge to growth is that the pain from tariffs is front-loaded before any potential benefits of tax cuts, deregulation or re- onshoring are likely to be seen. Meanwhile the Fed is in somewhat of a bind while inflation remains so sticky and the labour market hitherto surprisingly resilient. A further concern with the US administration’s trade shock policies is that in potentially disrupting trade flows it could also impede the international capital flows necessary to fund the US budget deficit, and the much-touted private capex manufacturing renaissance. The White House this time seems less concerned with equity market corrections in the short term, although the very unusual trifecta of a collapsing equity market alongside rising bond yields and critically a weakening US dollar does seem to have induced a more accommodative stance for now in pursuing trade deals. This shot across the bows has undoubtedly accelerated the diversification of international investors away from a disproportionate exposure to US dollar assets and towards more geographically balanced portfolios. This is all to the considerable longer-term advantage of Emerging Markets as an asset class given how relatively cheap and under-owned they remain, notwithstanding any intermediate tariff disruption. Moreover, traditionally a weaker dollar is generally supportive for global trade finance and growth and Emerging Market companies, many of which borrow heavily in the US dollar. Indeed, for the period from 31 December 2024 to 31 March 2025, Emerging Market equities have outperformed the MSCI All Country World Index. Further, many Emerging Market central banks have a greater scope to cut local interest rates, which will support local asset prices. Recent market turbulence also reinforces the case for the long-touted shift from passive index investing to more nimble active fund management in which the Investment Manager is particularly skilled. In this respect it is noticeable how high a percentage of portfolio holdings continue to outperform. China, of course, is at the epicentre of the tariff standoff and in theory is most vulnerable to the new, more aggressive US policy. However, China has the scope to offset the potential major blow to its export growth through a further ramping up of fiscal and monetary stimulus such that overall CY 2025 GDP growth may not be that negatively impacted. China would likely prefer a deal tactically, but is prepared for a protracted geopolitical conflict with the US supported by its rapid technological advances. There is a dual risk of both a major decoupling between the US and Chinese economies and, in a worst-case scenario, a financial unwinding as well, particularly if US investors are forced to disinvest from Chinese ADR’s. This may also negatively spill over into neighbouring Asian economies perceived to be a backdoor for China’s exports into the US. However, China’s shift to a greater fiscal stimulus flagged last October was further reinforced at the March NPC meeting together with an overall policy pivot to focus again on growth, house prices and the equity market. So, a broad policy put is in place to put a floor under the economy and the equity market this year. In contrast, India, notwithstanding the vulnerability of its pharmaceutical sector to aggravated US tariffs, is Chair’s Statement (continued) 6 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 comparatively well placed as set out in the Investment Manager’s report. Exports represent a low share of GDP, corporates’ and households’ leverage is at comfortable levels, and inflation is trending lower giving the RBI the scope to cut interest rates. Only about 10% of the MSCI India index earnings are directly reliant on the US market, whilst geopolitically India is arguably better aligned with the US’s policy interests. India runs a relatively small trade surplus with the US but does however enforce some of the highest tariffs on US goods, although already there has been some progress in mitigating this through a selective reduction in tariffs. The equity market, after several years of strong outperformance, had predictably become somewhat exuberant by H2CY 2024, but the Investment Manager prudently reduced the extent of the Company’s portfolio prior overweighting, and was able to bank substantial profits in its anchor and pre- IPO positions in advance of this correction. Although the growth of Systematic Investment Plans, a popular investment tool which allows individuals to invest in local equities on a regular basis, has plateaued for now, the continued growth of domestic institutional assets under management remains an important structural support for the equity market, particularly as broad valuations are now back closer to historic levels. The Investment Manager has shown a consistent ability since the Company’s inception to deliver significant outperformance from its Indian holdings courtesy of its extensive local analyst research team and on the ground knowledge, which is also evidenced by the series of anchor and pre-IPOs it has successfully invested in. Although the largest positive performance contribution has come from its overweight in Indian equities, particularly among SMID names, the Investment Manager has also demonstrated an ability to add value from stock picking across a broad range of Emerging Markets. Taiwanese and to a lesser extent Korean equities have benefitted from the AI boom represented in particular within the portfolio by TSMC and SK Hynix. Of course, both Korea and Taiwan as trade dependent open economies are in the crosshairs of the tariff negotiations, along especially with the semiconductor and auto industries. Overall, Korea remains a notably cheaply valued equity market, although any general upside has been capped hitherto by local political uncertainty. This should now be lifting and together with any progress from the ‘Corporate Value-Up’ program, which aims to incentivise corporates to improve returns to shareholders, would represent a major positive catalyst. Mexico is the US’s largest trading partner and as such tariff uncertainty and any US slowdown could deter investment and confidence. However, its position as a key partner under the United States-Mexico-Canada Agreement (USMCA) may protect it from the worst of the tariff realignments and already Mexico’s president has been ready to address US concerns. This backdrop should pave the way for Banxico, the Mexico Central Bank, to carry on cutting interest rates in the coming months. In contrast, Brazil has the potential to be one of the relative winners of the putative US global trade reordering given its lower reliance on exports to the US and its lower share of total exports to GDP. The country was a major winner when the US undertook its first trade war with China, during which Brazil expanded its export industries to cater to increased Chinese demand. Brazil has since become China’s largest food supplier Eschewing such ‘top-down’ concerns the Investment Manager nonetheless continues to find attractive individual business throughout these markets and similarly elsewhere, notably within the Polish and Middle Eastern equity markets. Moreover, the Investment Manager’s stock picking edge within the more alpha rich SMID segments of Emerging Market equity markets together with its emphasis on companies with high quality governance, continues to support the Company’s outperformance. The immediate economic and capital markets outlook is naturally likely to remain uncertain until the new tariff realignments are settled and hopefully the future benefits of US tax cuts, deregulation and re-onshoring become clearer. Encouragingly, the Investment Manager has 7 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 once again through its disciplined investment process and portfolio risk management proved itself more than capable of navigating any turbulence. Annual General Meeting The second Annual General Meeting (“AGM”) of the Company is scheduled to take place at the offices of JTC (UK) Limited, 18 th Floor, The Scalpel, 52 Lime Street, London, United Kingdom, EC3M 7AF at 10:00 on 22 July 2025. The Notice of AGM and explanatory notes are set out on pages 116 to 125. Those shareholders who are unable to attend the AGM in person are encouraged to raise any questions in advance with JTC (UK) Limited, the appointed Company Secretary, at [email protected] (please include ‘AWEM AGM’ in the subject heading). Questions must be received by 5.00 p.m. on 8 July 2025. Any questions received will be replied to by either the Investment Manager or the Board, via the Company Secretary, before the AGM. A shareholder presentation will be made available on the Company website in advance of the AGM, updating shareholders on the progress of the Company. On behalf of the Board and the Investment Manager, I would like to thank you for your continued support as a shareholder of this Company. The Board welcomes any shareholder feedback and engagement and further information about the Company can be found on its dedicated website (https://awemtrust.com/), as well as its Company profile on the AIC website (https:// www.theaic.co.uk/companydata/ashoka-whiteoak- emerging-markets). Martin Shenfield Chair 20 June 2025 Investment Manager’s Report 8 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 The key members of the Investment Adviser’s team are below: Prashant Khemka Prashant founded White Oak Capital Management in June 2017. Prior to this he was the CIO and lead portfolio manager of GS India Equity Strategy at Goldman Sachs Asset Management (”GSAM“) during March 2007 to March 2017, and also for the Global Emerging Markets (”GEM“) Equity strategy during June 2013 to March 2017. As lead PM, he managed all mutual funds and separate accounts under these strategies. Prashant started his professional investing career in 1998 at SSGA in Boston as senior portfolio officer of Enhanced International Equity in the quant group. He started his career at GSAM in 2000 as a research analyst in the US Growth Equity Strategy, and by 2004 he rose to become Senior Portfolio Manager and Co-Chair of the Investment Committee. Prashant returned to Mumbai in 2006 to start GSAM’s India business and served as the CIO and CEO/Co-CEO of their domestic Asset Management Company. In 2013, in addition to India he was also made the CIO and lead PM of GSAM’s GEMs Equity Strategy. He won several accolades as the CIO and Lead PM of the GS India Equity Strategy. He and his fund won several awards including an AAA rating from Citywire and an Elite rating from FundCalibre among others. Prashant graduated with honors from Mumbai University with a BE in Mechanical Engineering and earned an MBA in Finance from Vanderbilt University, where he received the Matt Wigginton Leadership Award for outstanding performance in Finance. He was awarded the CFA designation in 2001 and is a fellow of the Ananta Aspen Centre, India. Fadrique Balmaseda Fadrique is responsible for covering Consumer Discretionary, Industrials and Metals & Mining. He has over 13 years of experience in investment management. Prior to joining White Oak, Fadrique worked as Portfolio Manager at Chronos Global Equity, focusing on globally listed equities. Before that, Fadrique was at Goldman Sachs Asset Management in London, where he worked as an Equity Analyst for Goldman’s Emerging Markets Equity Team. He holds a double degree in Law and Business administration from ICADE University in Madrid. Wen Loong Lim Loong has 13 years of investment experience and currently covers semiconductors, tech hardware, and industrials at WhiteOak. His previous position prior to joining WhiteOak in 2022 was with Maitri Asset Management as a Senior Equity Analyst. Loong started his career at M&G Investments in London where he spent seven years on the Global Emerging Markets team. He was a generalist across sectors and geographies but developed a deep understanding of the tech and industrial sectors, particularly in North Asia. During his time at M&G, Loong developed from an analyst to a deputy fund manager, finally managing M&G’s China Strategy before leaving the company to return to Singapore. Loong read Philosophy, Politics & Economics at the University of Warwick. He is a CFA Charterholder. 9 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 MARKET REVIEW The MSCI EM (GBP) Index rose by 5.8% during the year ended 31 March 2025. In the same period, the MSCI World Index was up 3.2% and S&P 500 was up 4.5% (all in sterling terms). Over this period relative to the MSCI EM Index, Communication Services (+27.5%), Consumer Discretionary (+24.5%), and Financials (+12.9%) outperformed, while Materials (-11.6%), Energy (-8.5%), and Consumer Staples (-7.3%) underperformed. Large caps (8.7%) outperformed mid and small caps (-3.1%) over this period. Among major Emerging Markets, China (+38.2%), South Africa (+25.8%), and Poland (+17.0%) outperformed, while Mexico (-22.7%), South Korea (-22.4%), and Brazil (-15.0%) underperformed. PERFORMANCE REVIEW The Company has delivered a NAV total return of 8.8% during the year, outperforming the benchmark MSCI EM (GBP) Index by 3.0%. Since its IPO the Company’s NAV has increased by 21.7% compared to the MSCI EM (GBP) index of 14.5%, thereby delivering an outperformance versus the benchmark of 7.2%. The Company’s performance has been reviewed based on the NAV (including Alpha Fee provision) of £41.72 million as disclosed on page 2. The portfolio has a relatively low concentration with the top 10 holdings making up just 27.4% of the portfolio, thereby reducing the Company’s risk profile. The key positive contributors for the period also came from a range of sectors and regions, highlighting the investment advisory team’s focus on ‘bottom-up’ stock selection across Emerging Market equity markets. During the year, the portfolio’s range of holdings has expanded. Notable additions include OneSource Specialty Pharma (an Indian specialty pharma company with a focus on GLP-1 drugs), Inventurus Knowledge Solutions (an Indian healthcare services and enablement platform), Vivara Participacoes (a Brazil-based holding company with jewellery and watch brands), Diagnostyka (the largest private provider of laboratory diagnostic services in Poland), and Prudential PLC (a MNC Insurer with leading market shares in private insurance in key markets of Asia-Pacific). Whilst these additions come from a diverse range of sectors and geographies, they are predominantly from the small and mid-cap (“SMID”) segment where the Investment Manager generally has an edge, owing to the Investment Adviser’s well-resourced analysts’ team. The performance attribution highlights that stock selection outperformance has been especially strong within SMIDs, particularly so in India, which has the most heterogeneous industries and sectors and within that offers the most diverse variety of companies providing significant opportunities for alpha value creation. The Investment Adviser enjoys a notable stock picking expertise owing to its ability to draw upon the resources of one of the largest Emerging Market investment research teams, with a particularly strong presence in India. Leveraging its fundamental research capabilities and strong local connections, the Investment Manager has been able to identify and access several high-quality, attractively valued Indian anchor and pre-IPO opportunities over the last year which have contributed to the portfolio’s outperformance. The Investment Advisory team is rigorously focused on stock selection and the country and sector exposures reflect this robust ‘bottom-up’ stock selection process. In contrast the team avoids ‘top-down’ market and sector bets, believing the latter add little in the long run to risk adjusted returns. Having said that, given the investment philosophy, there are certain sectors where the team might expect to find more attractive opportunities compared to other sectors. For example, at the present time, the team finds a greater number of opportunities within Consumer Discretionary, Industrials, and Healthcare. Investment Manager’s Report (continued) 10 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 From a country of economic exposure perspective as at March 2025, the largest portfolio positions are in China, India, Taiwan, South Korea, Poland, and Brazil. From a relative perspective, India is the biggest overweight, followed by Poland, while Saudi Arabia is the biggest underweight followed by South Korea and Brazil. There is also an allocation towards developed world companies which derive the majority of their revenues or value from Emerging Markets. Though not a perfect hedge, the Company’s investments in these companies do mitigate the risk of lower direct exposure to some equity markets like China. The Investment Adviser generally views macro events as a source of random risks and not as an opportunity to add alpha, while consciously avoiding ‘top-down’ bets such as market timing and sector rotation. However, the portfolio is diversified and balanced across sectors and regions, which has led to a relatively stable performance during volatile market phases. This was evident in August and September 2024, which were particularly eventful months for global markets due to the unwinding of the Yen carry trade, a surprise 50 basis point rate cut by the Federal Reserve and uncertainty leading up to the US Presidential election. Despite the headwinds of these events, the Company’s portfolio delivered a steady performance relative to the benchmark. Rather than positioning the portfolio to try and exploit macroeconomic events, which are for the most part inherently impossible to predict, the Investment Adviser aims to run a balanced portfolio relative to the benchmark to mitigate the macroeconomic and geopolitical risks as far as possible. The portfolio’s performance, which has been largely in line with the benchmark since ‘Liberation Day’ on 2 April 2025, validates this approach and demonstrates there was no significant ‘tariff factor’ skew in the portfolio. 11 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Real Estate Comm Services Consumer Staples Health CareUtilitiesEnergyMaterialsIndustrialsFinancialsInformation Tech Consumer Disc Mid CapLarge Cap DevelopedLATAMMiddle East Europe and Africa Asia Sector Composition Market Capitalisation Composition Regional Weights 20.0% 59.6% 70 501 36 128 25 165 39 244 33 165 1 1 136 50 61 18 74 10 93 7 56 6 34 120 705 134 145 972 10 12 74 77 71 16 18 83 25 10 6 80.2% 38.6% 19.8% 71.2% 77.3% 79.6% 6.5% 7.1% 5.8% 3.0% 3.0% 7.1% 6.5% 7.0% 7.2% 11.0% 3.8% 0.3% 14.8% 19.4% 21.8% 16.3% 24.4% 10.4% 6.1% 5.5% 6.0% 4.5% 2.6% 7.6% 3.3% 3.7% 4.6% 5.8% 10.2% 1.7% 1.7% 0.0%0.5% Portfolio MSCI EM Portfolio MSCI EM Portfolio (country of listing) Portfolio (country of economic exposure) MSCI EM As at 31 March 2025; Source: Bloomberg. The numbers inside the bars denote the number of companies in each classification. Allocations shown above are as of the date indicated and may not be representative of future investments. They may not represent all of the portfolio’s investments. Future investments may or may not be profitable. For the Portfolio, sector weights may not add up to 100% as Cash and Index Futures have been excluded. As at 31 March 2025; Source: Bloomberg. Allocations shown above are as of the date indicated and may not be representative of future investments. They may not represent all of the portfolio's investments. Future investments may or may not be profitable. Market cap classification as per MSCI. For the Portfolio, market cap weights may not add up to 100% as Cash is excluded. Index Futures has been considered under Large Caps. As at 31 March 2025; Source: Bloomberg. The numbers inside the bars denote the number of companies in each classification. Allocations shown above are as of the date indicated and may not be representative of future investments. They may not represent all of the portfolio's investments. Future investments may or may not be profitable. For the Portfolio, weights may not add up to 100% as Cash is excluded. Investment Manager’s Report (continued) 12 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 KEY CONTRIBUTORS & DETRACTORS Contributors 1 April 2024 – 31 March 2025 Total Return (%) Contribution to Return (bps) KRN Heat Exchanger and Refrigeration (IPO) +299.7 +323 Aws Space Solutions (IPO) +67.2 +171 Alibaba Group +83.3 +101 Taiwan Semiconductor Manufacturing Co. +12.0 +97 Hong Kong Exchanges & Clearing +53.9 +93 KRN Heat Exchanger manufactures fin and tube- type heat exchangers for the Heat Ventilation, Air Conditioning, and Refrigeration Industry. The company has marquee customers like Daikin Airconditioning, Schneider Electric, Kirloskar Chillers, Blue Star Limited, etc. The company has also onboarded 100+ new customers over the last three years to diversify its client base – exports at present account for 15% of revenues vs 5% in FY21. The company is expanding its addressable market by developing new products like Bar & Plate Heat Exchangers (used in locomotives) and Roll Bond Evaporators (used in refrigerators). KRN Heat Exchanger was established in 2017 by Santosh Kumar Yadav, earlier head of operations at LLOYD Electric and Engineering Limited. Since its listing in October 2024, the company’s stock price has spectacularly outperformed driven by strong growth expectations. Awfis Space Solutions is India’s leading workspace solutions provider with more than 180 centres, the largest in the country. The company has a capacity of 110,000+ seats with 5.6mnsqft of chargeable area and a robust occupancy of 71%. Centres with a vintage of over one year have an occupancy rate of 84%. Over the last few years, Awfis has created a strong franchise in the economy segment of the market. The company has transitioned to an asset-light, low-risk managed aggregation model from a straight-line lease model, leading to lower fixed rental obligations and capital expenditures, which has driven higher return ratios. The company listed in May 2024 and has outperformed since then, given its strong growth prospects, attractive return ratios and fair valuations. Alibaba Group, founded in 1999 by Jack Ma, is a China based company specialising in e-commerce, cloud computing, and digital media, with a diverse portfolio of businesses across China and globally. It is currently the largest e-commerce company in China by GTV. Alibaba’s main business segments include Core Commerce (e-commerce platforms like Taobao and Tmall), Cloud Computing (Alibaba Cloud), Digital Media & Entertainment (Youku), International Commerce (AliExpress, Lazada), and China Wholesale & Other (wholesale and logistics services). Alibaba outperformed over the last year due to robust revenue growth in its core e-commerce and cloud computing segments, driven by a resurgence in Chinese consumer spending and successful AI initiatives, including the launch of its Qwen 2.5-Max model and a strategic partnership with Apple to integrate Alibaba’s AI into iPhones in China. TSMC, headquartered in Taiwan, is the largest semiconductor manufacturer globally, focusing on advanced nodes (<7nm, accounting for 69% of sales) and advanced packaging (accounting for 8% of sales). TSMC’s semiconductors are used in many downstream industries, including Home and Personal Computing (51% of sales), smartphones (35% of sales), IoT, automotive and others; from a geographic perspective, revenue from customers based in North America, China, Asia Pacific, Japan, and EMEA accounted for 70%, 11%, 10%, 5%, and 4%, of 2024 revenue respectively. TSMC is maintaining its technological leadership in advanced nodes, which creates significant barriers to entry. The company is well-positioned to capitalize on the surging demand for computing power driven by HPC and 13 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 generative AI, as these applications increasingly require high-performance, energy-efficient chips. Hong Kong Exchanges and Clearing owns and operates the only stock and futures exchange in Hong Kong and the London Metals Exchange (LME). Although it competes for listings with other global exchanges, HKEX functions as a monopoly in Hong Kong, which is unlikely to change. Overall, HKEX operates in a supportive ecosystem, with the number of listings and trading volumes growing consistently. The ‘Connect Program’, a market access platform between Hong Kong and mainland China, already represents 34% of the traded volume and provides a structural growth driver as China liberalises its capital markets. The stock outperformed due to the market rally and increased market trading velocity since September 2024. There is a healthy IPO pipeline for 2025 whilst the management has also been prudent in capital allocation. Detractors 1 April 2024 – 31 March 2025 Total Return (%) Contribution to Return (bps) Samsung Electronics Co. -35.8 -195 Sendas Distribuidora -71.9 -35 Raia Drogasil -39.7 -33 LVMH -31.6 -32 Koh Young Technology -35.7 -26 Samsung Electronics holds a dominant position in the global IT industry, ranking first globally across multiple sectors, including smartphones, memory semiconductors, displays, and TVs. The company is well-positioned for long-term growth, with new technologies such as HBM3e/4, CXL DRAM, 3D NAND, 2nm foundry processes, and flexible OLEDs offering significant potential. Despite its leadership, the stock underperformed in 2024, primarily due to lagging its larger peers in high-bandwidth memory advancements. Additionally, the conventional DRAM and NAND markets were impacted by prolonged inventory adjustments, resulting in lower-than-expected bit growth and suppressed average selling prices for memory chips. The foundry business continues to suffer from low fab utilisation led by a persistent lack of demand from mobile companies. Whilst Samsung’s mobile division remained stable, the display business, particularly in high-end OLED, faced growth constraints due to weak global demand and ongoing inflationary pressures. In the short term, challenges remain as the company navigates inventory issues and macroeconomic uncertainties across key markets. Sendas Distribuidora SA (Assaí), is the second-largest food retailer in Brazil and the largest player in the cash & carry (“atacarejo”) concept, which we believe is the winning business model in Brazil. Assai is a very efficient retailer and has a simple and focused business model, with a single store format, that enables them to offer the lowest prices vs competitors, on average 15% below traditional supermarkets. This is reflected in industry leading returns and fixed asset turns compared to peers, which has allowed the company to gain market share. Even though the company delivered reasonably well on operations, in the year to March 2025, the stock underperformed the market, due to headwinds from low food inflation and high interest rates. The company has a large debt burden due to a recent acquisition and it is all variable rate, rendering it vulnerable to changes in interest rate expectations, which throughout the year increased in real terms. Raia Drogasil (RD) is Brazil’s leading retail pharmacy chain (3,000 + stores spread across all regions in Brazil) with a market share of 15%. RD has focused on a stable organic expansion plan. Its competitive advantage stems Investment Manager’s Report (continued) 14 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 from a dense and efficiently run store network supported by a robust supply chain. RD has grown its sales over 2012-2023 at 18% CAGR, while the number of stores has grown at 12% CAGR. The unit economics of its mature stores are compelling, with an ROIC of >30%. Long-term secular drivers of the Brazilian pharmaceutical market include an ageing population and the rising penetration of generics. The weakness in the stock has been driven by the broader correction in Brazilian equities due to a rise in interest rates. LVMH is the world leader in luxury goods. Fashion & Leather Goods (Louis Vuitton in particular, but also Dior, Fendi, and Loro Piana) and Wines & Spirits (Hennessy Cognac, Moet & Chandon, Veuve Clicquot) are the group’s most important divisions and account for about 80% of the group’s EBIT. LVMH is also present in Perfumes & Cosmetics (Dior, Guerlain, Givenchy), Watches & Jewellery (Tag Heuer, Zenith, Hublot, Chaumet), and selective retailing (Sephora and DFS). China accounts for almost a third of its total sales. LVMH’s competitive advantage is its portfolio of iconic brands, which would be impossible to recreate quickly as heritage and brand loyalty are only built over time. The top five global luxury brands’ market share has been fairly consistent over time and offer exposure to the most attractive luxury segments, which have long product cycles and very strong investment value attached to them. Long- term growth of the global luxury goods industry will likely be in the high single digits, led by wealthy US and Asian consumers. In future, LVMH is expected to grow slightly faster than the industry average. The stock underperformed over the last one year, along with the other luxury names, as ongoing macroeconomic challenges in China curbed growth expectations. Driven by declining consumer confidence, the luxury market in China experienced a notable deceleration and resulting sluggish sales growth also impacted operating margins. Koh Young Technology headquartered in South Korea, is a leading global high-end inspection solution provider with a special focus on 3D Automated Optical Inspection (“AOI”, accounting for 45% of revenues) and 3D Solder Paste Inspection (“SPI”, accounting for 39% of revenues). Equipment manufactured by Koh Young are used in various downstream sectors including Automobiles, Smartphones, Servers, IoT among others; the geographic exposure is also well diversified. Globally, Koh Young is the industry leader with market shares of 50% in SPI and 35% in AOI. The stock’s underperformance has been mainly due to sector specific headwinds which has led to lower growth in smartphones and autos with semiconductor manufacturers tightening their budgets. Meanwhile, Koh Young is expecting to ship its first advanced brain surgery robot to the US in May 2025. The company is working on approvals in Japan (by Jul 2025) and China (by Oct 2025), which could accelerate the growth potential once US commercialization begins. New approvals in Japan and China are likely to be granted in the long term. INVESTMENT OUTLOOK At the beginning of the calendar year 2025, most international forecasting agencies projected global GDP to grow at around 3.3% for 2025 and 2026, slightly higher than projections made six months earlier. Since then, the global economy has been facing an unprecedented array of tariff-related uncertainties which have significantly reduced growth projections. These uncertainties, stemming from escalating trade disputes and protectionist policies, have created an environment of instability and unpredictability. As a result, GDP growth forecasts have been trimmed to 2.8% for 2025 and 3.0% for 2026 respectively, but which may still prove optimistic. In addition to the direct negative effects of the tariffs, headwinds include amplified policy uncertainty, supply chain disruptions and shifting trade alliances which are likely to create a ripple effect across various economies and sectors. In early April, President Trump announced the imposition of reciprocal tariffs (single-rate country-specific tariffs benchmarked against bilateral trade balance) on its major trading partners, including China and India. The reciprocal tariff rates range from 10% for the EU and Brazil to more than 70% initially for Vietnam, Thailand and China, although the latter may now suffer a lower level of tariffs 15 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 subject to ongoing negotiations. The US imposed a 26% reciprocal tariff on India, which is relatively lower than most other countries. Since the initial announcement, the US has temporarily brought down reciprocal tariffs to a baseline level of 10% for 90 days. However, the situation is further complicated by the evolving trade negotiations and often contradictory messaging from the US administration. Recently the latter significantly increased tariffs on China, although exempting broad swathes of electronics, pharmaceuticals, and specialty chemicals, but then further clarified that the exemption was only temporary, pending additional sectoral tariffs in a month or two. In another development, the Trump administration increased sectoral tariffs on steel and aluminium to 50%, further accentuating the tariff uncertainty. Since President Trump took office the US effective tariff rate has surged from 2.5% to just under 25% (less than 15% considering the 90 day pause), the highest level in over a century. As per the IMF, the swift escalation of trade tensions and extremely high levels of policy uncertainty are expected to have a significant negative impact on global economic activity. As a result, the US may experience a transient period of somewhat higher inflation whilst in contrast this may prove in the longer term disinflationary for the rest of the world. Among Emerging Markets, China is likely to be impacted the most, followed by ASEAN economies such as Thailand and Vietnam (assuming tariffs are implemented at the current announced rates). China is likely to experience a decline in export demand, particularly for goods targeted by the tariffs, with the possibility of a sharp near-term contraction in exports to US. High frequency data already suggests that shipments may be slowing - the Port of Los Angeles, the main route of entry for goods from China, expects scheduled arrivals to be a third lower than a year before, while airfreight handlers have also reported sharp falls in bookings. The impact of tariffs will vary considerably across industries and countries. Onshoring of manufacturing capacity to the US is more likely in industries which are relatively more capital intensive rather than labour intensive. Among the more export dependent nations, the impact will be a function of the relative difference in final tariffs and the relative competitiveness of specific industries compared to their peer group. Markets currently expect the US Federal Reserve to reduce interest rates in 2025 as fears of a growth slowdown weigh on sentiment after the recent tariff announcements by the Trump administration. The IMF has lowered its US growth forecasts to 1.8% in 2025 and global growth to 2.8%. While the US may face inflationary pressures from tariffs, global inflation may stay at comparatively manageable levels as export-oriented economies such as China look to divert their exports to alternate end markets. Overall, the outlook for global trade and growth remains very uncertain until the ultimate level of tariffs is clearer. India may emerge as one of the relatively better placed economies to ride out this policy volatility and turbulence. Ample support from benign domestic inflation trends, easing monetary policy, and a stable fiscal outlook bodes well for the economy. Despite tariff uncertainty, the external balance remains manageable and the Rupee is expected to remain broadly stable, reducing macro stability concerns. Moreover, the corporate and household sectors have significantly deleveraged over the last few years leading to a healthy recovery in bank credit growth. With respect to tariffs, the greatest unknown is what may be imposed on the pharmaceutical industry. India itself imposes some of the highest tariffs on US imports but in practice runs a relatively small trade surplus and trade negotiations appear to be making some progress. Although the IMF lowered India’s GDP growth forecast to 6.2% for FY2026, India remains the fastest growing large economy. The RBI has been proactive in supporting the economy with easing liquidity via an ongoing rate cut cycle, together with liberalising financial sector regulations. Fiscal policy remains in consolidation mode, though there is room to support the economy in case of a sharp slowdown. Investment Manager’s Report (continued) 16 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 In the current environment, an accelerated rebalancing of supply chains will be necessary. Events such as the Covid-19 pandemic, the Russia-Ukraine war and ongoing geo-political tensions between China and Taiwan have all served to reinforce the critical importance of diversification of supply chains. Over the last ten years, countries such as India, Vietnam, Indonesia, and others have benefitted to varying degrees as global corporates have established or expanded manufacturing capacities in these countries to mitigate the risk of direct overdependence on China. In this respect India could be a net beneficiary as, as per media reports, Apple is planning to shift the assembly of all its iPhones sold in the US to India by 2026. The unprecedented tariff hikes are expected to significantly drag on China’s GDP growth. As per various estimates, China’s exports to the US could decline by a third in 2025 if tariffs were to remain at current indicated levels. However, the US Treasury Secretary, Scott Bessent, suggested there is a potential “path” to a deal with China on tariffs although a lot depends on the ongoing negotiations, but China is likely to not be rushed into any accommodation which it might see as a capitulation. While the Investment Manager is not influenced by strong ‘top-down’ macroeconomic views on China, from the end of last year it did correctly expect domestic sentiment to improve gradually, driven by more proactively supportive government policies and stimulus. Now it seems that over the next year the path the economy takes will be dictated largely by the evolution of tariffs and any fiscal stimulus which may be rolled out in response after the government assesses the damage from any tariff shock. Steps could include measures to alleviate the challenges of exporters and manufacturers, support local government finances and infrastructure spending, boost private consumption and improve the social safety net. However, it is to be noted that over the long term, the fundamentals of Emerging Market economies have generally strengthened and at present at an aggregate level, are recording lower inflation, lower debt levels and higher growth compared to their Developed Market counterparts. The Investment Adviser never relies on aggregate market valuations in isolation, but it is worth noting that Emerging Markets are trading at a significant discount to Developed Markets as well as their own long- term valuation history. On a one year forward P/E basis, compared to their Developed Market peers, Emerging Markets are trading at a discount of 33%, much below the historic average discount of 25%. Irrespective of market index levels, the Investment Adviser looks for attractively valued businesses on a relative basis. At a disaggregated level individual Emerging Markets offer different opportunity sets which provides a rewarding backdrop for active stock picking and from an active management perspective, identifying positive company performance differentiation will remain key. Since the Company’s inception this disciplined investment process has driven the Company’s consistent outperformance which the Investment Manager aims to replicate in the future. ACORN ASSET MANAGEMENT LTD 20 June 2025 17 Top Ten Holdings Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 As at 31 March 2025 Sector % of net assets Taiwan Semiconductor Manufacturing Co Information Technology 7.8 Alibaba Group Consumer Discretionary 4.1 Tencent Communication Services 2.7 Onesource Specialty Pharma Health Care 2.4 Naspers Consumer Discretionary 2.4 Samsung Electronics Co Information Technology 2.2 Hong Kong Exchanges & Clearing Financials 1.8 Inventurus Knowledge Solutions Health Care 1.5 Cie Financiere Richemont Consumer Discretionary 1.4 SK Hynix Information Technology 1.1 Top ten holdings 27.4 Other holdings 64.0 Cash and other assets/liabilities 8.6 Total holdings 100.0 As at 31 March 2024 Sector % of net assets Taiwan Semiconductor Manufacturing Co Information Technology 6.5 Samsung Electronics Co Information Technology 5.3 Hermes International Consumer Discretionary 2.4 Naspers Consumer Discretionary 2.1 Hong Kong Exchanges & Clearing Financials 1.9 SK Hynix Information Technology 1.8 DOMS Industries Industrials 1.6 Prosus Consumer Discretionary 1.6 DBS Group Holdings Financials 1.6 LVMH Consumer Discretionary 1.5 Top ten holdings 26.3 Other holdings 68.8 Cash and other assets/liabilities 4.9 Total holdings 100.0 Top Ten Active Holdings 18 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 As at 31 March 2025 Sector Country Active weight % Onesource Specialty Pharma Health Care India 2.4 Naspers Consumer Discretionary South Africa 1.9 Hong Kong Exchanges & Clearing Financials China/HK 1.8 Inventurus Knowledge Solutions Health Care India 1.5 Cie Financiere Richemont Consumer Discretionary Switzerland 1.4 Prosus Consumer Discretionary Netherlands 1.0 Benet Systems Industrials Poland 0.9 Vivara Participacoes SA Consumer Discretionary Brazil 0.9 Ellenbarrie Industrial Gases Materials India 0.8 Kweichow Moutai Consumer Staples China/HK 0.8 As at 31 March 2024 Sector Country Active weight % Hermes International Consumer Discretionary France 2.4 Hong Kong Exchanges & Clearing Financials Hong Kong 1.9 Naspers Consumer Discretionary South Africa 1.7 DOMS Industries Industrials India 1.6 Prosus Consumer Discretionary Netherlands 1.6 DBS Group Financials Singapore 1.6 LVMH Consumer Discretionary France 1.5 ASM International NV Information Technology Netherlands 1.5 CIE Financiere Richemont SA Consumer Discretionary Switzerland 1.5 ASML Holding NV Information Technology Netherlands 1.5 Active weight refers to the deviation vis-a-vis the benchmark (MSCI EM GBP) weight. 19 Investment Policy, Results and Key Performance Indicators Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 Investment Policy The Company shall invest primarily in securities admitted to trading on any stock exchange (which may include stock exchanges in Developed Markets) that provide exposure to companies that are domiciled in Global Emerging Markets, or that are domiciled in Developed Markets but, at the time of investment, derive a majority of their economic value, revenues or profits from, or whose assets or cost base are mainly located in, Global Emerging Markets (“Global Emerging Markets Companies”). The Company may also invest: • up to 10% of Gross Assets (calculated at the time of investment) in securities admitted to trading on any stock exchange (which may include stock exchanges in Developed Markets) that provide exposure to companies that are domiciled in Frontier Markets, or companies which are domiciled in Developed Markets, but, at the time of investment, derive a majority of their economic value, revenues or profits from, or whose assets or cost base are mainly located in Frontier Markets (“Frontier Markets Companies”); • up to 10% of Gross Assets (calculated at the time of investment) in unquoted Global Emerging Markets Companies or Frontier Markets Companies; and • up to 10% of Gross Assets (calculated at the time of investment) in companies domiciled in Developed Markets that may not derive a majority of their economic value, revenues, profits, assets or cost base from Global Emerging Markets or Frontier Markets. “Global Emerging Markets” means the constituent countries of the MSCI EM (GBP) Index from time to time; “Developed Markets” means the constituent countries of the MSCI Developed Markets Index from time to time; and “Frontier Markets” means those countries that are neither constituents of the MSCI Emerging Markets (GBP) Index nor the MSCI Developed Markets Index from time to time. The Company shall invest primarily in equities and equity-related securities (including ordinary shares, preference shares, convertible unsecured loan stock, rights, warrants and other similar securities). The Company may also, in pursuance of its investment objective: • hold publicly traded and privately placed debt instruments (including bonds, notes and debentures); • hold American Depository Shares (“ADS”) as part of American Depository Receipt issuances, European Depository Receipts and Global Depositary Receipts (“GDRs”) or their equivalent, such as structured securities, including structured participation notes (“P-Notes”); • hold equity-linked derivative instruments (including options and futures on indices and individual securities); • hedge against directional risk using index futures and/or cash; • hold participation notes; • invest in index funds, listed funds and exchange traded funds; and • hold cash and cash equivalents including money market liquid / debt mutual funds, treasury bills, municipal bonds and commercial paper for the purposes of cash management. Notwithstanding the above, the Company does not intend to utilise derivatives or other financial instruments to take short positions, nor to increase the Company’s gearing in excess of the limit set out in the borrowing policy, and any restrictions set out in this investment policy shall apply equally to exposure through derivatives. The Company may invest, calculated at the time of investment, no more than: • 50% of Gross Assets in companies that are domiciled in, or which derive a majority of their economic value, Investment Policy, Results and Key Performance Indicators (continued) 20 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 revenues or profits from, or whose assets or cost base are mainly located in, a single Global Emerging Market jurisdiction; • 40% of Gross Assets in any single sector; • 15% of Gross Assets in any single holding or in the securities of any one issuer (calculated at the time of investment) save that any investment in unlisted securities of any one issuer will be limited to no more than 5% of Gross Assets (calculated at the time of investment); • 10% of Gross Assets in other listed closed-ended investment funds, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than 15% of their gross assets in other listed closed ended investment funds; and • 15% of Gross Assets in other investment companies or investment trusts which are listed on the Official List. The Company is not restricted to investing in the constituent companies of any benchmark. It is expected that the Company’s portfolio will comprise approximately 100 to 200 investments although, in order to allow the Investment Manager and Investment Adviser flexibility to take advantage of opportunities as they arise, the portfolio may comprise holdings outside this range. For the avoidance of doubt, the Company will not be compelled to divest of any of its investments should, after the time of investment, such an investment cease to adhere to the limits set out in the investment policy. The Company does not expect to take controlling interests in investee companies and will at all times invest and manage the portfolio in a manner consistent with spreading investment risk. It is expected that the Company’s investments will predominantly be exposed to non-Sterling currencies in terms of their revenues and profits. The base currency of the Company is Sterling, which creates a potential currency risk exposure. Whilst the Company retains the flexibility to do so, it is expected in the normal course that this potential currency exposure will not be hedged using any sort of foreign currency transactions, forward transactions or derivative instruments. Borrowing Policy The Company may deploy gearing to seek to enhance long-term capital growth and for the purposes of capital flexibility and efficient portfolio management. The Company may be geared through bank borrowings, the use of derivative instruments that have the effect of gearing the Company’s portfolio, and any such other methods as the Board may determine. Gearing will not exceed 25% of Net Asset Value at the time of drawdown of the relevant borrowings or entering into the relevant transaction, as appropriate. No gearing has been employed since inception. No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution. Asset allocation at year end The breakdown of the top ten holdings, top ten active weights and the industrial classification of the portfolio at the Company’s year-end are shown on pages 11, 17 and 18. Dividend policy The Directors intend to manage the Company’s affairs to achieve Shareholder returns primarily through capital growth rather than income. Any income derived from the Company’s operations would normally, in the first instance, be used to cover operating expenses. Therefore, it should not be expected that the Company will pay a significant annual dividend, if any. Regulation 19 of the Investment Trust (Approved Company) (Tax) Regulations 2011 provides that, subject 21 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 to certain exceptions, an investment trust may not retain more than 15% of its income (as calculated for tax purposes) in respect of each accounting period. Accordingly, the Company may declare an annual dividend from time to time for the purpose of seeking to maintain its status as an investment trust. Results and dividend The Company had a revenue surplus for the year of £106,193 (Restated 2024: revenue loss of £403,520) but made a capital surplus after tax of £2,973,166 (Restated 2024: 4,085,062). Therefore, the total surplus after tax for the Company was £3,079,358 (2024: £3,680,541). The Board is proposing that no dividend be paid in respect of the year ended 31 March 2025 in accordance with the Company’s dividend policy, outlined above. Key performance indicators The Board measures the Company’s success in attaining its investment objective by reference to the following KPIs (For information on how these have been calculated please refer to the APM Glossary): (i) Achievement of NAV and share price growth over the long term The Board monitors both the NAV and share price performance and compares them with the MSCI Emerging Markets NR index (sterling) and other similar investment trusts. A review of performance is undertaken at each quarterly Board meeting and the reasons for relative under and over performance against various comparators is assessed. The Company’s NAV (after Alpha Fee provision) and share price total returns for year ended 31 March 2025 were 8.8% (2024: 11.8%) and 16.7% (2024: 5.0%) respectively compared to a total return of 5.8% (2024: 7.9%) for the MSCI Emerging Markets Index (GBP). Please refer to the APMs disclosed at page 108 for the calculation of these metrics using IFRS NAV. The Chair’s Statement on pages 3 to 7 incorporates a review of the highlights during the year. The Investment Manager’s Report on pages 8 to 16 highlights investments made during the year and how performance has been achieved. (ii) Maintenance of premium or discount of share price to NAV With the assistance of the Company’s Corporate Broker, Marex, the Board monitors the premium or discount of share price to NAV (after Alpha Fee provision) on an ongoing basis and at quarterly Board meetings reviews the share price rating in the period since the previous meeting in comparison with other investment companies with a similar mandate. The Company has a redemption facility through which Shareholders will be entitled to request the redemption of all or part of their holding of Ordinary Shares on an annual basis (the authority to approve any redemption request rests at the sole discretion of the Board). The Company’s shares traded at a premium of 2.4% on 31 March 2025. (iii) Maintenance of a reasonable level of ongoing charges (excluding Alpha Fee) The Board receives quarterly management accounts which contain an analysis of expenditure, and these are formally reviewed at quarterly Board meetings. The Management Engagement Committee formally reviews the fees payable to the Company’s main service providers on an annual basis. The Board reviews the ongoing charge ratio on a quarterly basis. The Company’s ongoing charge ratio during the year ended 31 March 2025, was 1.9% 1 (2024: 1.9%). The Board considers this to be reasonable given the size and short life of the Company but will endeavour to undertake all reasonable efforts to reduce this over time. Outlook The outlook for the Company is discussed in the Chair’s Statement on pages 4 to 7 and Investment Manager’s Report on pages 14 to 16. 1 Calculated in accordance with the AIC methodology. Risk and Risk Management 22 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 Principal and emerging risks The principal risks and emerging risks have all been reviewed in detail, including the significant economic risks that might impact the Company and the attainment of its investment objectives. The Board recognises that there are risks and uncertainties that could have a material effect on the Company’s financial results. Under the 2019 AIC Corporate Governance Code (the “AIC Code”), directors of listed companies are required to confirm in the annual report that they have performed a robust assessment of the Company’s emerging and principal risks, including those that would threaten its business model, future performance, solvency or liquidity and reputation. The Board is ultimately responsible for risk management with oversight of the risk framework and management process delegated to the Audit Committee. The Board recognises the importance of identifying and actively monitoring the risks facing the business and has in place a risk management framework, details of which can be found in the Audit Committee report on pages 51 to 55. The Company’s risk register is the core element of the risk management process. The register is prepared, in conjunction with the Board, by the Investment Adviser and Company Secretary, is updated frequently and is used to assess all the operational, performance and other risks that might impact the Company. The register also provides detail as to how these risks are potentially mitigated by the Board or third-party service provider controls. The Board receives a risk report on the material risks facing the Company on a quarterly basis, assessing the likelihood and potential impact of each risk on the Company as well as the strength of controls operating in relation to each risk. The Audit Committee also reviews and challenges the full register on an annual basis. 23 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 The below table provides a summary of the Board’s assessment of the Company’s principal risks as well as an explanation of how these are being managed or mitigated is detailed in the table below. Principal Risk Mitigation Viability Risk The Company is still relatively small in terms of size and may need to raise additional capital to support growth and to ensure it achieves an adequate scale. There is no guarantee that the Company will be able to raise sufficient levels of further capital and a failure to do so may result in the Company becoming unviable. The Company has appointed a Corporate Broker to procure subscribers to the shares, and to guide on opportunities related to raising additional capital to support its growth. The Board regularly evaluates the progress of the Corporate Broker with respect to their marketing efforts along with monitoring market sentiment, peer activities and investor feedback to consider any initiatives to support an increase in NAV. The Company relies on its ability to deliver leading NAV performance, corporate features (such as its annual redemption facility) and a shareholder-friendly fee structure to attract new investment and facilitate the issue of new shares. Concentrated Share Register The Company’s share register is concentrated across a relatively small number of holders, with few shares sold on a daily basis. Due to the lack of diversification of the share register, a buyer would have to be identified for a significant portion of the Company’s shares if one of the Company’s largest shareholders chose to sell. Employees of the White Oak group collectively hold approximately 23.2% of the shares in the Company as at 31 March 2025. These employees could cross the 30% threshold under Rule 9 of the UK Takeover Code either through further purchase of shares or the redemption of shares by the Company using the Company’s annual redemption facility. The crossing of the 30% threshold would trigger the requirement to make a general offer to all of the Company’s remaining shareholders to acquire their shares. The Company will continue to attempt to sell its Ordinary Shares to a wider range of wealth managers and retail investors, thus reducing the concentration of the share register. Employees of the White Oak group are required to obtain pre- clearance before trading in the Company’s shares. The Board also receive monthly compliance reports from the Investment Manager that detail the percentage of the Company’s shares that are held by White Oak employees. Furthermore, the Directors have absolute discretion to operate the Company’s annual redemption facility on any given redemption point and may not choose to operate the facility where a large volume of redemption requests are received. Through primarily the issuance of new Ordinary Shares over the year the level of the Company shares held by employees of the White Oak group reduced from 28.0% to 23.2%. Competitor Risk As the Company is still relatively small in size, it is competing with a number of other longer established AIC investment companies and retail open-ended investment companies (OEICs) that are focused on investment in Emerging Market equities. The Company may also face competition from ETFs, Emerging Market passive funds and other competitors (including other investment funds managed by the Investment Manager). The number of competitors could limit the growth of the Company. Marketing efforts are undertaken by the Company, in addition to the distribution of shares through multiple brokers. Consistent outperformance of the benchmark will enhance the attractiveness of the Company. Risk and Risk Management (continued) 24 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Principal Risk Mitigation Cybersecurity The Company, together with its service providers (including the Investment Manager, the Investment Adviser and the Administrator), may be prone to operational, information security and related risks resulting from failures of, or breaches in, cybersecurity. Cyber incidents may disrupt and impact the Company’s activities, potentially resulting in financial losses, interference with the ability to calculate the Company’s Net Asset Value, the inability of shareholders to deal in the Company’s shares, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. As a part of its terms of engagement with its service providers, the Company has ensured that its service providers have established business continuity plans, risk management strategies, systems, policies and procedures to seek to prevent cyber security incidents. In particular, the Investment Manager, Investment Adviser and Administrator all have comprehensive business continuity plans and information security policies in place. Business continuity plans are tested annually across all three entities, and the work environments of the Investment Manager, Investment Adviser and Administrator are all regularly reviewed to identify potential sources of risk and the means to avoid and/or minimise the likelihood of significant interruptions in service capabilities. The Audit Committee is responsible for making an ongoing and robust assessment of the risk management and internal controls of the Company and reporting its findings to the Board. For key third-party providers, the Audit Committee receives regular independent certifications of their cyber-security and technology controls. The Management Engagement Committee also reviews the performance of key service providers and as part of its assessment process receives feedback from service providers confirming the satisfactory operation of their IT security systems and business continuity plans as well as reporting on any material internal audit findings. Website and Digital Materials Risk The Company is primarily marketed through its website, monthly Factsheets and a range of presentational material, which it relies on to update stakeholders on the Company’s activities and performance. A reliance on digital material to advertise and establish the Company could lead to inaccurate information being distributed to Company stakeholders if such materials are not properly maintained or become unavailable due to technical errors involving the Company’s website. Omissions or misstatements in the Company’s digital materials could also attract adverse regulatory focus. A failure in the operation of the Company’s website could result in the Company losing proprietary information or suffering data corruption in its digital materials. The Company’s website is maintained on a scalable platform with a content management solution that facilitates the easy upload and update of content to the site. The majority of website content is reviewed by the Company’s Legal Adviser or the Investment Adviser’s compliance team to ensure it is in line with regulatory requirements. The Company’s website has undergone a vulnerability assessment and penetration testing through a certified VAPT auditor. Website maintenance is carried out by the Investment Adviser’s internal technology team with support from its website design and development partners as and when required. 25 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Principal Risk Mitigation Resourcing of Investment Manager and Investment Adviser and potential conflict of interest The Investment Manager may allocate some of its resources to activities in which the Company is not engaged as it is not required to commit all of its resources to the Company’s affairs. The commitment of inadequate resources by the Investment Manager to the Company’s affairs could adversely affect the Company’s ability to achieve its investment objective, which could have a material adverse effect on the Company’s profitability, Net Asset Value and the price of the Ordinary Shares. The Investment Adviser is also not required to commit all of its resources to the Investment Manager’s affairs and may devote resources to its responsibilities to other business interests. The Investment Manager and its affiliates are involved in other financial, investment or professional activities which may on occasion give rise to conflicts of interest with the Company. In particular, the Investment Manager may manage funds with similar investment policies to the Company and may give advice and recommend securities to other managed accounts and funds which may differ from advice given to, or investments recommended or bought for, the Company. There is also a risk of a conflict of interest resulting from the Investment Adviser acting as the investment manager of Ashoka WhiteOak Emerging Markets Equity Fund and Ashoka WhiteOak Emerging Markets Equity Ex India Fund. Conflicts of interest on the part of the Investment Manager and Investment Adviser could result in the Company being unable to make a desired investment or having to pay a higher price for such investment. They may also result in the Company receiving different returns than other investors may receive on the same investment. The Investment Adviser has a well-resourced team of seasoned investment analysts based across Singapore, India, and Spain, with extensive experience across Emerging Markets and developed markets. Regular updates are provided to the Board should there be any change in key personnel at the Investment Manager and Investment Adviser. Conflicts of interest policies and procedures are in place at the Investment Manager. The Board have satisfied themselves that the Investment Manager and Investment Adviser have procedures in place to address potential conflicts of interest. The Investment Manager employ clear trade execution rules to ensure fair allocation of trades between different accounts. Investing in smaller capitalisation companies The Company may invest in the securities of small-to- medium-sized capitalisation companies that may have a more limited secondary market than the securities of larger companies and may be more vulnerable to adverse market factors such as unfavourable economic backdrops. The Company will have little or no control over the management, operations or investments of the entities in which it invests. It is possible that the management, financing, operating, distribution or other policies of the companies or other investments in which the Company invests may be changed from time to time potentially without the requirement of a vote or other approval of the Company. This may have a material adverse effect on the performance of the Company, the Net Asset Value and the Company’s returns to Shareholders. The Company minimises these risks by drawing on the experience of the Investment Adviser and the Investment Manager and the former’s extensive research capabilities and local knowledge. The risk is further mitigated by the Company’s investment policy and restrictions which seek to spread investment risk across a diversified portfolio. Risk and Risk Management (continued) 26 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Principal Risk Mitigation Emerging and Frontier Market Risk Investing in Emerging Markets and Frontier markets involves additional risks not typically associated with investing in more established economies and markets. Such risks may include greater social, economic and political uncertainty. There may also be changes or developments in the legal and regulatory climate in the Emerging Market and Frontier market countries in which the Company invests. The Investment Manager believes that Emerging Markets present a set of diverse and attractive multi-year growth opportunities. While EMs can be volatile the Investment Manager’s strategy of employing a well-diversified portfolio should mitigate this. The Investment Adviser employs significant research resources to build a deep understanding of various business models across Emerging Markets and Frontier Markets, including engaging with experts and industry professionals from across the world, and has continued to scale up its research and investment team, including dedicated resources to assess financially material ESG risks via its proprietary ABLEx framework. The Investment Adviser also follows a disciplined investment policy which includes strict investment restrictions. The Board is apprised of relevant market developments and a detailed investment monitoring report is shared with the Board during Board meetings to monitor closely any emerging risks. Emerging Risks The key emerging risks faced by the Company during the year under review were the impact of climate change and technological advances relating to artificial intelligence. These emerging risks are discussed in detail to try to ensure that emerging as well as well-known risks are identified and mitigated as far as possible. Climate Change Emerging Market and Frontier Market countries in which the Company has invested may be adversely affected by the physical, environmental and social effects of climate change. Climate change may affect the supply chains of businesses in which the Company invests, and also may also result in illness, disease, and population migration of workers. In such circumstances, the value of such investments could be materially and adversely affected, impacting the Company’s NAV and the price of the Ordinary Shares. Businesses in which the Company proposes to invest may not have prepared, or may not have disclosed, a climate change transition and mitigation strategy. Research and/or risk assessments carried out by the Investment Manager or Investment Adviser may also underestimate or fail to identity the impact of climate change on such businesses. The Company’s portfolio may therefore be exposed to additional environmental and/or social risks, which may have a material adverse effect on the Company’s NAV and the price of the Ordinary Shares. To mitigate the risk of climate change, the Investment Manager uses its ESG risk assessment framework ABLEx TM to assess companies on their ESG practices. The framework contains a list of sector specific risks and opportunities against which a company’s policies, practices and disclosures are assessed and rated. The ABLEx score, which reflects the Investment Manager’s assessment of a company’s ESG risks and practices, is used as a qualitative input in the valuation process. 27 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 The Board also receives ESG reports from the Investment Manager on the portfolio and the way ESG considerations are integrated into investment decision-making, so as to mitigate risk at the level of stock selection and portfolio construction. Artificial Intelligence The Board is also monitoring the potential risks on the portfolio and investee companies posed by the dramatic progress of Artificial Intelligence (AI). Cyber-attacks (for example impersonation, spoofing and deepfakes) using AI systems are a new type of threat that exploit limitations in underlying AI algorithms. In addition, the use of AI could be a significant disrupter to business processes and whole companies leading to added uncertainty in corporate valuations. The Board works closely with the Investment Manager in identifying these threats and, in addition, monitors the cybersecurity strategies and controls of its service providers. Environmental, Social and Governance (“ESG”) 28 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 ESG Report The Company’s Investment Adviser believes that ESG principles are crucial to developing resilient companies and assets that deliver long-term value for investors. The Investment Adviser is therefore committed to integrating ESG into its investment process and philosophy. The Investment Adviser seeks to derive returns by investing in high-quality businesses. To assess the quality of a business, it seeks to determine the long- term sustainability of a company’s return on capital, the potential scalability of a business, the execution capability of management, and the organisation’s corporate governance culture. These insights help the Investment Adviser to identify great businesses that it seeks to invest in. Since sustainability of returns and corporate governance form an important element of the investment philosophy, the Investment Adviser’s investment approach naturally integrates ESG factors into the decision-making process. The Investment Adviser seeks to identify businesses with industry-leading environmental compliance practices and those that demonstrate ethical business conduct and fair dealings with stakeholders. The Investment Adviser believes that a business with sustainable ESG practices has a better chance of survival and growth in the longer term. As part of the Company’s commitment to responsible investing the Board are pleased that the Investment Adviser is a signatory to The United Nations-backed Principles for Responsible Investment Initiative (PRI). 29 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 The Board and the Investment Adviser believe in a holistic sustainable framework driven by the Company’s guiding principles. The following five principles are intended to be the guiding axioms under which the investment management and investment advisory activities are conducted: RESPONSIBLE INVESTMENT APPROACH Recognising the potential impact of businesses on the environment and communities SUSTAINING VALUE Enbabling sustained value creation for the long-term TRANSPARENCY Communicating with stakeholders on key ESG aspects at regular intervals STEWARDSHIP Collaborating with stakeholders in building sustainable business practices FUNDAMENTAL RESEARCH Evaluating and integrating the impact of environmental, social and governance factors into the Company’s investment approach ESG Governance Accountability of the Investment Adviser’s responsible investing strategies and policies lies with the Board, Chief Investment Officer (CIO Office) and its ESG team, while implementation rests with the investment teams as they are encouraged to integrate ESG in the way that best suits their investment style or asset class. As part of its continuous improvement process, the Investment Adviser has established an ESG Committee (Committee) that is entrusted with responsibility for overseeing the implementation of the ESG Policy. The Committee includes representatives from the CIO Office, investment team, ESG team, operations and compliance. The Committee is responsible for ensuring consideration of ESG related factors in the relevant investment team discussions, so that those factors are considered while taking investment decisions. The following sets out the Committee’s key responsibilities: • emphasising the importance of environmental measures, sustainability goals and performance, at all levels of a business; • providing best practice on the structure, policies and regulations that impact a business; • implementing and promoting common and workable standards of corporate governance for a business; • maintaining, improving, and taking responsibility for the implementation of the Company’s ESG policy; • staying abreast of systemic risks related to ESG issues, including climate change, to ensure that appropriate action is taken to mitigate and adapt to such risks; Environmental, Social and Governance (“ESG”) (continued) 30 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 • advancing responsible investing at the Investment Adviser and furthering ESG capabilities and outcomes in line with industry best practices; • creating awareness and educating the investment team and relevant stakeholders of their ESG responsibilities and considerations; and • reporting the Investment Adviser’s approach to sustainability and responsible investing to the relevant stakeholders and the PRI. Commitment to ESG As part of the Investment Adviser’s commitment to responsible investing, the Investment Adviser is a signatory to the United Nations backed Principles for Responsible Investment Initiative (PRI). The PRI is a network of international investors working together to put the six Principles for Responsible Investment into practice. Moreover, the Investment Adviser supports the recommendations of the TCFD (Task Force on Climate related Financial Disclosures) and it intends to continue to promote increased transparency, encourage the development of tools and methods to manage climate (and associated biodiversity) related risks and opportunities and contribute to the best practices in the industry. The Investment Adviser refers to the frameworks provided under the United Nations Sustainable Development Goals and the UN principles on Business and Human Rights in assessing the impact of its portfolio companies’ products, policies, and operations with respect to sustainability outcomes. ESG Integration ESG integration is considered an important enabler at mitigating risk and enhancing overall returns. The Investment Adviser believes that good ESG practices can impact the performance of businesses positively and enable the generation of long-term value for stakeholders. The Investment Adviser uses an internally developed proprietary framework called ABLEx TM (Assessment of Business Longevity and Excellence) for its ESG risk assessment. The framework contains a list of sector specific ESG risks and opportunities against which a company’s performance is measured and rated. The result of this assessment is integrated into the valuation of a business. Process of ESG Integration a. Identification and Screening b. ESG Research and Assessment c. Stewardship d. Internal and external reporting a. Identification and Screening The initiation of the investment process begins with a broad investible universe of businesses, where investment opportunities are screened for poor governance policies, poor ESG track records (including material controversies) and weak business characteristics. The investment universe is reviewed and refreshed on a semi-annual basis to ensure the team is abreast of any new addition or deletion. b. Research and Assessment The primary ESG research analysis relies on publicly available data sources. However, as importantly critical ESG insights are also derived from management interactions, channel checks and factory visits. The information gathered from these various sources are mapped against the relevant ESG risk factors and assessed under the ABLEx TM framework. This leads to an understanding of the efficacy of a company’s ESG policies and practices against the risks it faces. The data provided by third party research providers is also leveraged and combined with the Investment Adviser’s own due diligence in the evaluation of the ESG practices of a company. c. Stewardship Stewardship comprises the identification of material investment risks, active monitoring of holdings, engagement and proxy voting (where applicable). Stewardship is a key element of our responsible investment approach because the Investment Adviser 31 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 believes in the significant transformational power of capital and that how it is invested can contribute positively to society and the environment. The Investment Adviser exercises its stewardship principles via engagement and voting. Engagement The Investment Adviser believes the value of engagement is best derived from direct dialogue with companies in which they invest. Hence, engagement forms an integral part of its ESG assessment process. The Investment Adviser follows a proactive engagement approach whereby it interacts with the managements of its underlying portfolio businesses to gain additional understanding and to encourage them to take the necessary steps that would impact their businesses positively and enhance the latter’s value. For businesses rated best in class, the Investment Adviser’s engagement approach centres around leveraging opportunities for further enhanced value creation. Conversely, the Investment Adviser also engages with businesses where they see strong potential and scope for ESG performance improvement. The Investment Adviser’s engagement mechanism takes place through various modes such as meetings, emails, investor calls and proxy voting. It engages with businesses on a variety of issues including ESG matters that present a potential material risk to their performance. Example of Engagement: Montage Gold Background: • The company is developing a gold mine in West Africa • The mine being developed is close to biodiversity sensitive areas • We engaged with the company to understand the company’s efforts toward biodiversity preservation. Key takeaways from the engagement: • Protected forest reserves are not directly impacted by the project’s footprint • The company is committed to constant monitoring of the wildlife presence in the Project area • Monitors the impacts of its operations on each of the classified forest reserves. • No LTIFRs (Lost Time Injury Frequency Rates) or TRIFRs (Total Recordable Injury Frequency Rate) last year. • Given industry-low strip ratio, CO2 emission per ounce is expected to be low. • After commencing production and collecting initial data on emissions, the company will be able to roll out its GHG emissions reduction strategy as it will seek to further optimise operations. • During years 1-8, tailings will be deposited in a designated TSF basin lined with HDPE within the normal operating pond areas and a compacted soil liner elsewhere to reduce seepage. In years 9 onwards, tailings will be deposited into the Kone South pit, which is best practice and will minimise the surface footprint by utilising the available pit. The engagement helped us better understand the company’s plans on sustainability. Voting The Investment Adviser considers and votes on its investment decisions with the objectives of maximising long-term investment returns and fostering best corporate governance practices, social responsibility and environmental stewardship. It adopts and implements its voting rights and duties as per its internal voting policy and procedures. The Investment Adviser ensures that all its voting decisions are taken in the best interests of its clients. Any key identified issues related to underlying businesses are discussed within the investment team. In case there is a conflict of interest or appearance of a conflict of interest, Environmental, Social and Governance (“ESG”) (continued) 32 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 the Investment Adviser will always cast the proxy votes in a manner consistent with the best interests of the clients. Voting may take place on several ESG related or investment matters and therefore each voting matter is considered on a case-by-case basis within the context of the policy Voting Statistics from April’24 to March’25 Particulars Number Number of voted resolutions 1876 Resolutions Voted Against 120 % Vote Against 6.4% Of the total resolutions, about 6.4% were voted against. These include matters pertaining to director appointments, related party transactions and inadequate disclosures. The Board has delegated to the Investment Adviser the power to vote on behalf of the Company at shareholder meetings of investee companies. The provisions of the UK Stewardship Code do not apply to the Company as all investments are outside the United Kingdom. The Investment Manager’s investment process includes research into the corporate governance and ESG practices of potential investee companies, regular shareholder engagement and active stewardship. The Investment Adviser’s ESG, corporate governance and voting policy and conflicts of interest policy are reviewed by the Board annually. d. Internal and external reporting The Investment Adviser’s ESG team, which includes dedicated ESG analysts, regularly reports its portfolio companies’ ESG ratings (based on both internal and third-party ratings), the current engagement status and ESG regulations updates to the Board and to the broader investment team. This helps the Board and the investment team understand the portfolio‘s strengths and identify the areas for improvement. Internal reporting also includes details on portfolio performance against key ESG risk factors, which can further be drilled down to at a sector level analysis. This provides more granular insights on the factors and sectors with scope for improvement. The Investment Adviser is committed to being transparent with its investors, shareholders, and other stakeholders about the Investment Adviser’s ESG initiatives, success, and goals. Its reporting includes the Investment Adviser’s UN annual PRI Transparency Report, which describes its initiatives and progress during the year as well as expected activities for the year to come. Our most recent UNPRI assessment was for 2024 and is available upon request. The tables and graphics on the following pages show some key metrics for the Company’s portfolio as of 31 March 2025 so shareholders can assess the ESG performance of the Company and its contribution to the overall quality of the investment portfolio. 33 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 15% 64% 21% <7 7 8 >8 194 ABLEx ESG Score Distribution 66% 34% Portfolio Level Flags Distribution Green Amber Red Note: The ABLEx ESG score is derived from internal analysis and is based on company disclosures, insights from engagements, channel checks and involve the team’s subjective assessment. The score ranges from Zero to Ten. A company is rated high based on sector leading ESG practice, ESG goal setting and practices to address key ESG risks among other factors. The chart has been segmented into 3 sections: A score >8 would generally indicate sector leading practices. A score between 7-8 would suggest a year-on-year improvement, with ESG practices slightly below the sector leader. A score below 7 would suggest limited ESG disclosures and/or practices. The scores are also subject to sector specific nuance where companies in sensitive sectors would be rated lower based on the ESG risk associated with their operations. The framework also has a flag-based rating system applied prior to scoring, where companies with unsustainable practices or material controversies are assigned red flags and are excluded from the universe and not rated. ESG Scores are not a reliable indicator of current and/or future results or performance. Notes: Flag Categories Description Good ESG disclosures and acceptable ESG practices. Inadequate ESG disclosures or ESG practices that require monitoring for improvement. Unacceptable ESG practices and/or Material controversies. No red flags in the portfolio Note: The assignment of flags is based on subjective analysis of company disclosures and comparison of key ESG metrics with the past reported data and peers. Sector Level Flags Distribution Sectors Green Amber % Green % Amber Financials 236 101 70% 30% IT Services 163 64 72% 28% Health Care 109 66 62% 38% Industrials 188 106 64% 36% Cons. Disc 209 93 69% 31% Cons. Staples 64 38 63% 37% Materials 83 65 56% 44% Others 65 41 61% 39% Total 1117 574 66% 34% Environmental, Social and Governance (“ESG”) (continued) 34 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 External ESG ratings and Carbon Footprint MSCI Rating The Company’s portfolio has been assessed with a MSCI ‘A’ rating Portfolio Weighted Avg ESG Score 6.47 ESG Quality Score 6.47 ESG Rating A Note: Metrics shown are for information only. The ratings are computed based on the methodology provided by MSCI. The MSCI ESG Rating seeks to measure the resiliency of portfolios to long term ESG risks and opportunities. A highly rated fund consists of companies with leading or improving management of key ESG risks. MSCI ESG Ratings range from CCC (laggard) to AAA (leader) and are a function of direct mapping of numerical ESG quality scores which range from 0 to 10. Individual Environmental, Social and Governance Scores also range from 0 to 10. Fund ESG Ratings are not a measure of the portfolio’s ESG values. ESG Ratings are not a reliable indicator of current and/or future results or performance. The Fund takes into consideration sustainability risks and opportunities in the selection of securities for the Fund. However, the Fund does not seek to promote ESG characteristics and does not have a sustainable investment objective. The Company’s portfolio has been assessed as having respectively a carbon footprint of 79% less, and a GHG intensity of 55% less, than its Emerging Market benchmark. 0 100 200 300 400 500 600 700 800 PortfolioIndex Carbon Footprint 607 127 Source: MSCI MSCI’s Carbon Footprint Definition: The total annual Scope 1, Scope 2, and estimated Scope 3 GHG emissions associated with 1 million EUR invested in the portfolio. Companies’ carbon emissions are apportioned across all outstanding shares and bonds (based on the most recently available enterprise value including cash). * 90.91% of the Company’s portfolio is covered by MSCI. 0 200 400 600 800 1000 1200 1400 PortfolioIndex GHG Intensity 1302 597 Source: MSCI MSCI’s GHG Intensity Definition: The portfolio’s weighted average of its holdings’ GHG Intensity (Scope 1, Scope 2 and estimated Scope 3 GHG emissions/EUR million revenue). 90.91% of the portfolio is covered by MSCI. Sustainability Disclosure The investment portfolio of the Company is managed by a non-UK Alternative Investment Fund Manager (Acorn Asset Management Ltd, based in Mauritius), which is advised by a non-UK Investment Adviser (Ashoka WhiteOak Capital Pte. Ltd, based in Singapore). As a result, the Company, Acorn Asset Management Ltd, and Ashoka WhiteOak Capital Pte. Ltd do not fall directly within the scope of the FCA’s Sustainability Disclosure Requirements and they are not subject to the SDR labelling regime or disclosure requirements. Notwithstanding, Morningstar has externally rated the sustainability of the investment portfolio as five star. 35 Section 172 Statement Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 The Directors consider that in conducting the business of the Company over the course of the year they have complied with Section 172(1) of the Companies Act 2006 (the ‘Act’) by fulfilling their duty to promote the success of the Company and to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, whilst also considering the broad range of stakeholders who interact with and are impacted by the Company’s business, especially with regard to major decisions. The Company is an externally managed investment company and therefore it does not have any employees or customers in the conventional sense. Accordingly, it appoints external service suppliers to fulfil a range of functions, including investment management, company secretarial, administration, public relations, corporate finance and custody services. The Board maintains ultimate responsibility for stakeholder engagement. The Board performs its role as outlined in the schedule of matters reserved for the Board, taking into account the interests of key stakeholders. This schedule is available for inspection at the registered office of the Company and on the Company’s website at https://awemtrust. com/. The key stakeholders are identified in the diagram below: Key stakeholders The Board is cognisant of the need to foster the Company’s business relationships with its key stakeholders through its stakeholder engagement activities as described below. Shareholders Investment Manager and Investment Adviser Investee Companies Other Key Service Providers Company Stakeholder engagement The Company’s Ordinary Shares commenced trading on the London Stock Exchange (“LSE”) on 3 May 2023. The Board is mindful that there should be an active, liquid market in the Company’s shares. As a closed- ended investment fund listed on the main market of the LSE, reasonable liquidity is expected in normal market conditions. The Board recognises the importance of Shareholders being able to sell at a price that is not disadvantageous to them and the premium/discount to net asset value at which the Company’s Ordinary Shares trade is continuously monitored. Aware of shareholder demand, the Board has established a share issuance programme whereby since inception to the end of the financial year, 4,943,530 new shares have been issued by way of a block listing, generating additional funds of £5,668,105.30. The Company originally made one block listing application for 10,000,000 new Ordinary Shares on 26 May 2023. This block listing application allowed the Company to issue new Ordinary Shares pursuant to existing authorities on a non-pre-emptive basis. The Ordinary Shares may be issued inter alia to satisfy market demand and for the purposes of managing the premium to net asset value (cum income) per Ordinary Share at which the Ordinary Shares are trading. The Company has a redemption facility through which Shareholders may request the redemption of all or part of their holding of Ordinary Shares for cash on the last business day in December each year. This annual redemption facility is subject to the final approval of the Board, with the Directors minded to approve all valid redemption requests unless there are exceptional reasons why this would be contrary to the interests of shareholders. On 3 December 2024, the Company announced that 612,466 valid redemption requests had been received for the 31 December 2024 Redemption Point (representing 1.8% of the issued share capital at that point). Section 172 Statement (continued) 36 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Shareholder engagement The Board actively promotes engagement with the Company’s Shareholders through various channels. The Board encourages all Shareholders to attend and vote at the AGM; the Company’s first AGM included a presentation from the Investment Manager and provided an opportunity for Shareholders to engage directly with the Board and the Investment Manager. The Board maintains regular contact with Shareholders through the Investment Adviser and Corporate Broker’s programme of Shareholder meetings. Both report back to the Board on their findings, questions, or concerns for the Board’s consideration. Immediately subsequent to the financial year-end, the Chair met with the six largest institutional Shareholders to explain the Company’s performance and strategy to grow as well as to receive their feedback. The Board has also encouraged Shareholders to attend presentations led by the Investment Adviser, at which Shareholders have had the opportunity to learn more about the Company’s investment philosophy, strategy and performance and submit queries. The Company communicates with Shareholders through its half-yearly and annual financial reports, monthly factsheets and other announcements which together provide Shareholders with a comprehensive insight into the Company’s progress and results. Shareholders are encouraged to visit the Company’s website (https://awemtrust.com/) where they can find various useful information and documents such as monthly factsheets, investment research on the Company, interviews with the Investment Manager, details on the Company’s ESG policy and the annual and half-yearly financial reports. Investment Manager and Investment Adviser The Company’s business model is such that it has no employees and relies on services provided by third party providers to manage the Company’s operations. The Investment Manager and Investment Adviser are the most significant service providers to the Company and a description of their roles can be found on pages 61 to 63. As permitted by the terms of the Investment Management Agreement, the Investment Manager has, with the consent of the Company, appointed the Investment Adviser to provide certain non-binding and non-exclusive investment advisory services. The Board receives regular reports from the Investment Adviser, reviews the portfolio at each Board meeting and maintains a constructive dialogue between meetings. A representative of the Investment Manager and the Investment Adviser attend all Board meetings. The Investment Manager’s remuneration is only by way of an Alpha Fee subject to the Company delivering excess returns above the MSCI Emerging Markets (GBP) Index over discrete three-year periods. The fee is capped at 12% of average annual time-weighted assets. Any such Alpha Fee is only paid out in shares of the Company and with a three-year lock-up period. This serves to align more closely the Investment Manager’s interests with those of Shareholders. The Management Engagement Committee reviews the performance of the Investment Manager, its remuneration and discharge of its contractual obligations at least annually. Other Key Service Providers In ensuring the smooth operation of the Company, the Board also monitors the performance of its other service providers such as the Company’s Corporate Broker, Administrator, Company Secretary, Public Relations Consultant, Legal Adviser, Custodian and Tax Adviser (details of the activities of the Management Engagement Committee are outlined on page 45) and maintains regular contact through detailed reports at Board meetings or through the Company Secretary. To facilitate the maintenance of the Company’s reputation and high standards of business conduct, the Board is provided with regular reports from the Corporate Broker and Company Secretary alerting the Board to any recent and forthcoming changes in regulation and market practice, as well as any reputational risks. The Investment Adviser also provides the Board with 37 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 quarterly reporting on the material risks faced by the Company. The Company’s approach to overseeing the internal controls of each of its service providers can be found on pages 49 and 51 to 53. Investee companies As an investment trust with no trading activity, the Company has no direct social, community, or environmental responsibilities. However, the Company does have such responsibilities through its investment portfolio. The Company is a long-term investor, and the Investment Manager and Investment Adviser incorporate ESG considerations into their analysis and decision-making processes (principally through their proprietary ABLEx analytical ESG filter). The Company’s ESG Policy can be found on page 28 which explains how ESG matters have influenced its investment decisions. Significant events There were several significant events during the year to the date of this report that the Board would like to highlight: • The Company has delivered a NAV (after Alpha Fee provision) total return of 8.8% during the year ended 31 March 2025, outperforming the Company’s benchmark MSCI EM (GBP) Index by 3.0%. For the purposes of the Alpha Fee the calculation period for comparative performance against the Company’s benchmark began on 12 May 2023 when the Company was 89% invested. Up until 31 March 2025, an Alpha Fee provision of £1,121,665 has been accrued. • Demand for the Company’s shares meant that over the year shares have often traded at a premium. The Board was, therefore, able to employ a programme of share issuance during the financial year to facilitate the growth of the Company and ensure that the level of premium is not excessive in normal markets. • During the financial year, the Company issued 3,280,000 new Ordinary Shares by way of a block listing generating additional net funds of £3,970,875. An additional 1,325,000 Ordinary Shares were issued across ten separate issues between 1 April 2025 and 20 June 2025, raising another £1,624,285. • The Company participated in the strategic review by Asia Dragon Trust plc and presented its proposal. Ultimately, the Asia Dragon Trust plc board chose to select a counterparty with a precisely similar Asia ex Japan investment strategy and mandate, rather than the Company’s broader Emerging Market mandate. • The Company has been able to access several Indian anchor and pre-IPO opportunities, with these holdings significantly contributing to the Company’s performance during the year. • The Company’s inaugural Annual General Meeting was held on 16 July 2024. All resolutions were passed by way of a poll, including the approval of the Company’s remuneration policy, the election of all three members of the Board and the granting of authority to allot further shares in the Company. Section 172 Statement (continued) 38 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Board’s key decisions The Board’s key decisions during the year under review included: • development and refinement of the Company’s marketing and communications strategy to increase awareness of its strategy and performance. Including commissioning Kepler Partners to undertake regular research on the Company, especially to aid its promotion to retail investors. • expanding the share issuance programme which was introduced to meet investor demand, further details of which can be found on page 4. • approving the Company’s second annual redemption facility on its redemption point on 31 December 2024, under which 612,466 Ordinary Shares (representing 1.8% of the issued share capital at the redemption point) were redeemed. • an ongoing focus on minimising Company costs given the relatively small size of the Company’s asset base. • pursuit of growth opportunities through participation in strategic review processes across the sector. • enhancing the Company’s website to provide more detailed and relevant information. Conclusion The Directors have considered their duty under Section 172 when making decisions throughout the financial year. The Board of Directors has sought to consider the interests of the Company’s Shareholders, to understand their views and to promote transparency. The Directors see this as crucial to fulfilling their duty under Section 172. For and on behalf of the Board Martin Shenfield 20 June 2025 39 Board of Directors GOVERNANCE Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 The Board comprises three Directors, all of whom are non-executive and independent of the Investment Manager. The Directors are responsible for the determination of the Company’s Investment Policy and the overall supervision of the Company. The Directors bring complementary skills to the Board, as well as a broad range of relevant experience to meet the Company’s requirements. Their biographies are given below. Martin Shenfield (non-executive Chair and Chair of the Nomination Committee) Appointed With effect from 3 April 2023. Skills and experience Martin Shenfield has over 35 years’ experience in the asset management industry which includes managing both institutional and retail funds and overseeing global asset allocation, as well as holding several senior management positions. He is currently managing director of investment strategy at TS Lombard as well as acting as a general adviser to various family offices and funds. He has extensive experience of and expertise in the Asia Pacific and broader Emerging Market capital markets. He is a specialist in Emerging Markets’ macroeconomics and is also well versed in the analysis of Emerging Markets’ sectors and companies. Mr Shenfield holds an MA in Classics and History from Cambridge University. He was previously a director of the Martin Currie Asia Unconstrained Trust plc and until October 2024 was a non-executive director of JPMorgan Japan Small Cap Growth & Income plc. Other current roles • Managing director at TS Lombard Howard Pearce (Chair of the Audit Committee and Senior Independent Director) Appointed With effect from 3 April 2023. Skills and experience Howard Pearce has a B.Sc Honours degree and undertook postgraduate research at Liverpool University. He has nearly 40 years’ practical experience in corporate finance and investment management, in both non- executive and executive roles. This includes being Chair and previously Chair of the Audit Committee of the London Stock Exchange market listed Menhaden Resource Efficiency plc; Chair of the Pension Boards, the overseeing Audit Committees, of the Avon, Berkshire, and Wiltshire Pension Funds; Chair of the Audit Committee of a UK Trust Port and UK NHS charity; and non-executive board member of Response Global Media Limited. He also chaired the Columbia Threadneedle Global Asset Management Responsible Investment Advisory Council (advising on its Emerging Market equity fund) and was Head of the Environment Agency Pension Fund and member of its Investment Committee with responsibility for asset allocation and external asset manager selection for Emerging Market investments. Other current roles • Director at HowESG Limited Board of Directors (continued) 40 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Tanit Curry (Chair of the Management Engagement Committee) Appointed With effect from 3 April 2023. Skills and experience Tanit Curry was formerly a managing director at Morgan Stanley, with a record of running successful Asian equities businesses in both Asia and Europe. Tanit was a stockbroker who specialised in Asian equities and capital markets, having advised professional fund managers and corporates in their investments and international fund-raising efforts for over 30 years. Previously, she was a non-executive director of a B2B education software company Nursery Book Ltd, an advisor to a Singapore based ed-tech company Noodle Factory, and an advisory board member of the Master of Finance, Imperial College Business School. Tanit is also an angel investor in early-stage businesses in the UK. Until March 2025, Tanit was a non-executive director at a consumer tech company Envolve Technology Limited. Other current roles • None as at 31 March 2025. 41 Corporate Governance Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Introduction The following report explains how the Board is organised and operates, including the roles and composition of each of its Committees, and provides detail on the policies and procedures that have been implemented to facilitate the effectiveness of the Company’s corporate governance framework. The Board has been guided by the best practice principles established by the Financial Reporting Council (FRC), which it has continued to adopt and, importantly for an investment company, the AIC Code of Corporate Governance. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to Shareholders. The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance Code 2018 (the “UK Code”), as well as setting out additional Provisions on issues that are of specific relevance to the Company. The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for investment companies. The UK Code includes provisions relating to the role of the chief executive; executive directors’ remuneration; and the need for an internal audit function. For the reasons set out in the AIC Guide, and as explained in the UK Code, the Board considers these provisions are not relevant to Ashoka WhiteOak Emerging Markets Trust plc, being an externally managed investment company. All the Company’s day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees, or internal operations. The Company has therefore not reported further in respect of these provisions. The Company has complied with the recommendations of the AIC Code except for the establishment of a remuneration committee. Due to the size of the Board, the Board does not currently consider it necessary to have a separate remuneration committee and instead deals with remuneration matters at Board level. The Board Board Leadership, Culture and Purpose The Board is led by Martin Shenfield as Chair and is responsible for the overall management and leadership of the Company. The Board views its purpose as being to set and execute its investment objective by working in partnership with the Investment Manager to invest primarily in securities admitted to trading on any stock exchange (which may include stock exchanges in Developed Markets) that provide exposure to companies that are domiciled in Global Emerging Markets, or that are domiciled in Developed Markets but, at the time of investment, derive a majority of their economic value, revenues or profits from, or whose assets or cost base are mainly located in, Global Emerging Markets. The Chair has responsibility for the organisation of the business of the Board, ensuring its effectiveness and setting its agenda. The Company’s investment objective is detailed in the Investment Policy on page 19. The Board encourages a culture of openness, independence, engagement and mutual respect of each member’s experience and professionalism. The Board monitors its own culture, practices and behaviour on a continual basis and the Chair encourages each Board member to question, debate and challenge recommendations not only from the Company’s key service providers but also from each other. Issues raised are considered by the Board and any required actions are closely monitored for remedial implementation. The results of the annual performance evaluation (see page 45 for further details) reflect that the Board has acted in an effective manner over the year under review. The Board also recognises the importance of implementing established procedures and written policies in embedding the desired culture within the operations of the Board and the wider Company. To that effect, the Board has adopted appropriate Corporate Governance (continued) 42 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 procedures to manage access to independent advice and to prevent any potential conflicts of interest and has approved policies on anti-bribery, anti-facilitation of tax evasion, privacy breaches, cyber-security, share dealing, diversity, tenure and succession planning. All procedures and policies are reviewed on at least an annual basis to ensure they remain appropriate to the Company’s needs and are effective in encouraging behaviours and practices that align with the Company’s culture and objectives. An established and consistent risk monitoring and oversight framework forms a vital part of the Company’s culture. The Board, with the support of the Audit Committee, has adopted a holistic approach to risk management and has worked closely with the Investment Manager, Investment Adviser and Company Secretary to establish a comprehensive identification, monitoring and controls framework of the principal and emerging risks facing the Company. Material risks are reviewed by the Board on a quarterly basis and the Board has worked diligently with the Investment Manager and Administrator to establish appropriate investment decision-making and financial processes and controls to support the Company in effectively pursuing its long- term strategic objectives. The Company’s culture also incorporates the values, attitudes, and behaviours it manifests in its operations and relations with its stakeholders. During the year, the Board has encouraged collaboration between key service providers and has met regularly with the Investment Manager, Investment Adviser, Company Secretary and Administrator to support constructive working relationships and a clear delineation of responsibilities between each party. The Board also maintains regular contact with Shareholders through the Investment Adviser and Corporate Broker’s programme of Shareholder meetings and emphasises meeting directly with Shareholders to ascertain their views on the direction and progress of the Company towards its objectives. Separately, the Company understands the importance of its social, community and environmental responsibilities through its investment portfolio. The Company is a long-term investor, and the Investment Manager and Investment Adviser incorporate ESG issues into their analysis and decision-making processes. Quarterly ESG reporting is provided to the Board to facilitate consideration and oversight of such matters on behalf of the Company. Division of responsibilities Matters Reserved for the Board The Directors have adopted a formal schedule of matters reserved for the Board which sets out the responsibilities of the Board. These matters include: • Responsibility for overall management and leadership of the Company; • Setting the Company’s investment objective and investment policy, including any investment restrictions (subject to any necessary shareholder approvals). Consideration of any change of investment policy, long-term objectives or commercial strategy; • Reviewing the appointment, terms of engagement and removal of the Investment Manager, Investment Adviser, Company Secretary, Auditor, and other key service providers; • Ensuring that an appropriate system of internal control and risk management is in place and reviewing the effectiveness of the Company’s overall internal control arrangements and processes; • Review and approval of the Company’s budget (considering the recommendations of the Audit Committee as appropriate); • Approval of material contracts entered into, varied, or terminated by the Company; • Determining the remuneration of the Directors and agreeing the Remuneration Policy of the Company. • Approval of any share redemption requests received by the Company; 43 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 • Review of the Company’s corporate governance processes and arrangements; • Approval of Board policies; • Approval of the Company’s marketing strategy. Company secretarial and administration services have been delegated to JTC (UK) Limited. Acorn Asset Management Limited is responsible for management of the Company’s assets and is the appointed AIFM for the purposes of the UK AIFM Regime. Composition At the date of this report, the Board consists of three non- executive directors including the Chair. Martin Shenfield, Howard Pearce and Tanit Curry were appointed on 3 April 2023. Howard Pearce was appointed Senior Independent Director of the Company with effect from 3 April 2023. The Board believes that during the year ended 31 March 2025 its composition was appropriate for an investment company of the Company’s nature and size. As disclosed on pages 39 and 40, the Board collectively has extensive investment trust experience and expertise in Emerging Market capital markets. Through the Audit Chair, the Board also possesses a comprehensive understanding of environmental asset stewardship and ESG matters to facilitate effective oversight of ESG integration and stewardship within the Company’s investment portfolio. All of the Directors are independent of the Investment Manager and the Company’s underlying holdings and no Directors were appointed to the Board by the Investment Manager. All Board members are able to allocate sufficient time to the Company to discharge their responsibilities effectively and all actively participate in Board meetings, provide constructive challenge, specialist advice and strategic guidance. The Directors have appointment letters which do not provide for any specific term. Copies of the Directors’ appointment letters are available on request from the Company Secretary. Any recruitment decisions for new Directors will be made by the full Board on a collective and independent basis. Upon joining the Board, any new Director will receive an induction and further relevant training is available to Directors on an ongoing basis. When considering new appointments to the Board the Directors will consider other demands on the prospective Director’s time and any significant time commitments will be taken into consideration prior to appointment. Additional external appointments will not be undertaken without prior Board approval. Independent advice The Board has also established procedures whereby Directors wishing to do so in the furtherance of their duties may take independent professional advice at the Company’s expense. All Directors also have access to the advice and services of the Company Secretary. Conflicts of interest In accordance with the Companies Act 2006, the Company has put in place procedures to deal with any conflicts of interest, which have operated effectively. The Directors have declared any conflicts or potential conflicts of interest to the Board, which has the authority to approve such occurrences. The Company Secretary maintains the Register of Directors’ Interests which is reviewed at each quarterly board meeting and when changes are notified. The Directors advise the Company Secretary and the Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions which relate to any of their conflicts. It is the responsibility of each individual Director to avoid an unauthorised conflict arising. Directors must request authorisation from the Board as soon as they become aware of the possibility that a conflict may arise. The Board is responsible for considering Directors’ requests for authorisation of conflicts and for deciding whether the relevant conflict should be authorised. When the Corporate Governance (continued) 44 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Board is deciding whether to authorise a conflict or potential conflict, only Directors who have no interest in the matter being considered are able to participate in the relevant decision, and in taking the decision the Directors must act in a way they consider, in good faith, will be most likely to promote the Company’s success. The Board can impose limits or conditions when giving authorisation if they think this is appropriate in the circumstances. The Directors must also comply with the statutory rules requiring company directors to declare any interest in an actual or proposed transaction or arrangement with the Company. Board committees The Board has established three Committees, each consisting of three independent non-executive directors. The responsibilities of these Committees are described below. Terms of reference for each committee have been approved by the Board and are available on the Company’s website (https://awemtrust.com/). In addition to the Chair of the Board, a Senior Independent Director is appointed as an alternative point of contact for Shareholders and leads on matters where it is not appropriate for the Chair to do so. The Board considers matters relating to remuneration. Audit Committee Chaired by Howard Pearce Management Engagement Committee Chaired by Tanit Curry Nomination Committee Chaired by Martin Shenfield Key Responsibilities: • reviewing and monitoring the integrity of the Company’s quarterly management accounts and half-yearly and annual financial statements; • reviewing the Company’s internal financial controls and internal control and risk management systems; • conducting the tender process for the external audit and approving the remuneration and terms of engagement of the Auditor; and • monitoring the Auditor’s performance; and • reviewing the annual budget and accounting policies of the Company. Key Responsibilities: • consideration of the performance and terms of appointment of the Investment Manager and the Company’s other service providers; and • review of the terms of the Investment Management Agreement. Key Responsibilities: • reviewing the structure, size and composition of the Board; • identifying and nominating to the Board new Directors; • undertaking an annual performance evaluation of the Board and its committees; • Undertaking a performance evaluation of the Chair of the Board (led by the Senior Independent Director); • succession planning, including a review of the Company’s tenure and succession policies. 45 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Audit Committee All the Directors are members of this committee. In accordance with the Companies Act 2006, the Company has put in place procedures to deal with conflicts of interest, which have operated effectively. The Board is aware of the other commitments of its Directors and is satisfied that these duties do not conflict with their duties as Directors of the Company. Any changes to these commitments are reported to the Board. Mr Pearce is the Chair of the Audit Committee. During the year, the Committee considered and reviewed the independence and objectivity of the Auditor and reviewed the Company’s half-yearly financial reports. Additionally, the Committee reviewed the Company’s internal financial controls and the internal control and risk management systems of its service providers. The Committee also conducted a thorough review of the risks facing the Company and regularly analysed the Company’s budget and quarterly management accounts. Further details on the activities and responsibilities of the Audit Committee can be found in the Audit Committee Report on pages 51 to 53. Management Engagement Committee All the Directors are members of this committee. The Management Engagement Committee meets at least once a year or more often if required. During the year, the Committee carried out a review of the terms of appointment, performance, and responsibilities of its key service providers, including the Investment Manager, Investment Adviser, AIFM, Company Secretary, Corporate Broker, Custodian, Registrar, Legal Adviser and Tax Adviser. The Committee noted feedback from the Investment Manager and Company Secretary and made recommendations where necessary to ensure that high standards of service continue to be provided to the Company. Following the Committee’s recommendation, the Board agreed that the continued appointment of these providers is in the best interests of the Company and its shareholders. Nomination Committee All the Directors are members of this committee. The Nomination Committee meets at least once a year or more often if required. During the year, a formal annual performance evaluation of the Board, its committees and the individual directors was carried out through an assessment process led by the Nomination Committee Chair. As part of this review, a self-evaluation exercise was also completed by each member of the Board. The process was conducted through the completion of questionnaires tailored to suit the nature and needs of the Company. Overall, the Board was determined to be functioning effectively in terms of its understanding and execution of company objectives, strategy implementation, risk management and succession planning. Areas of strength included effective stakeholder engagement and the Board’s proactive approach to its growth strategy. Opportunities for enhancement included development of the Board’s cyber security and digital marketing knowledge, alongside expansion of shareholder engagement beyond standard reporting and accelerating the timeliness of the publication of key Company documents. An appraisal of the Chair was also carried out, led by the Senior Independent Director. The Chair’s strong performance as a strategic leader, including his capable management of the Board and investment trust sector expertise, were commended. Further development of the Chair’s public ambassadorial role through enhanced communication with the Company’s various stakeholders was identified as an area for further consideration as the Company enters its third year of operation. Corporate Governance (continued) 46 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Meeting attendance Quarterly Board Meetings Ad hoc Board Meetings Audit Committee Nomination Committee Management Engagement Committee Number of meetings held 4 2 4 1 2 Martin Sheneld 4/4 2/2 4/4 1/1 2/2 Howard Pearce 4/4 2/2 4/4 1/1 2/2 Tanit Curry 4/4 2/2 4/4 1/1 2/2 Employees The Company has no employees. As at 31 March 2025, the Company had three non-executive Directors, of whom two are male and one is female. Board diversity The Board is aware of the Hampton Alexander Review on board gender diversity, the Parker Review on ethnic diversity and the requirements of the FCA’s policy statement on diversity and inclusion on company boards and executive management. The Board currently comprises three Non-Executive Directors of which two are male and one is female. Summary biographical details of the Directors, including their relevant experience, are set out on pages 39 to 40. The Company has no employees beyond its Non- Executive Board, with executive management provided by its Investment Manager. The Board notes the FCA UK Listing Rules requirements (UKLR 6.6.6R(9)(a)) which set out targets for board diversity as follows: • at least 40% of board members to be women; • at least one senior board position (Chair, chief executive officer (CEO), senior independent director or chief financial officer (CFO)) to be held by a women; and • at least one individual on the board to be from a minority ethnic background, defined to include those from an ethnic background and/or an ethnic group, other than a white ethnic group, as specified in categories recommended by the Office for National Statistics. It is noted that, as an externally managed investment trust there is no CEO or CFO and therefore, as allowed by the rules, the Company does not need to report against this target as it is not applicable. However, the Board considers the Chair of the Company, Chair of any of the Company’s Committees and Senior Independent Director to be senior positions in the Company. The below table sets out the Company’s Board against these targets. The data was collected on a self-identifying basis. The Board considers that three Non-Executive Directors are sufficient for a Company of the current size. It was noted by the Board that, as at 31 March 2025 and at the time of signing of these financial statements, it did not meet the first target on gender diversity whilst it did meet the second as the Chair of the Management Engagement Committee is a woman and the third as one member of the Board is from a minority ethnic background. The Board is committed to meeting the UK Listing Rules target set out above and has agreed to consider gender diversity as part of its recruitment criteria when appointments are made, in-line with the Company’s future growth. The Board will also ensure that its chosen recruitment process provides access to a suitably diverse pool of candidates for consideration for appointment. 47 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Board Diversity as at 31 March 2025 Gender Number of Board members Percentage of the Board Number of senior positions on the Board Men 2 67 4 1 Women 1 33 1 2 Prefer not to say – – – Ethnic background Number of Board members Percentage of the Board Number of senior positions on the Board White British or Other White (including minority-white groups) 2 67 4 1 British Chinese 1 33 1 2 1 Mr Shenfield is the Chair of the Company and Nomination Committee Chair. Mr Pearce is Audit Committee Chair and Senior Independent Director. 2 Mrs Curry is Management Engagement Committee Chair. Appointments to the Board are based on merit with due regard to the benefits of diversity. The Board considers many factors, including the balance of skills, knowledge, experience, gender, ethnicity, cognitive and personal strengths when reviewing its composition and appointing new Directors. The aim of the policy is to identify those with the best range of skills and experience to complement existing Directors so as to provide effective oversight of the Company and constructive support and challenge to the Investment Manager and Investment Adviser. Executive Management Diversity as at 31 March 2025 Gender Number in executive management at the Investment Adviser Percentage of executive management at the Investment Adviser Men 3 100% Women 0 0% Prefer not to say 0 0% Ethnic background Number in executive management at the Investment Adviser Percentage of executive management at the Investment Adviser Asian/Asian British 2 67% Black/African/ Caribbean/Black British 0 0% Mixed/Multiple Ethnic Groups 0 0% Other ethnic groups, including Arab 1 33% Tenure Policy Each Director is subject to annual re-election by Shareholders. Although this is not required by the Company’s Articles of Association, it is good governance practice. The Board recommends all of the Directors for re-election at the upcoming AGM in July 2025. The Board’s policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit on the overall length of service of any of the Company’s Directors, including the Chair, has been imposed. However, the Board also recognises the benefits of a progressive refreshment of the Board in line with corporate governance best practice. Corporate Governance (continued) 48 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Succession Policy To ensure that the Board retains appropriate and adequate levels of skills and knowledge as the Company grows in scale and age, the Board has adopted a succession planning policy that allows for the addition of further directors through an open recruitment process to complement the existing skills of the Board. The Board’s policy for succession planning is that there should be forward-looking and detailed succession and refreshment plans when proposing re-election of long- serving members. As part of its succession planning the Board will, on an ongoing basis, review the structure of the Board and the importance of continuity of experience balanced against the tenure of existing directors. The Board’s succession planning will take into account that Martin Shenfield, Howard Pearce and Tanit Curry were each appointed as Directors to the Company on 3 April 2023 and therefore will each cease to be considered as independent under the provisions of the AIC Code with effect from the same date (3 April 2032). Board Evaluation The Directors recognise the importance of the AIC Code’s recommendation in respect of evaluating the performance of the Board as a whole, the Committees of the Board and individual Directors. In the Board’s considered view, all Directors were and remain independent and demonstrated the necessary commitment for the effective fulfilment of their duties. Further detail on the results of the internal board evaluation is contained in the Nomination Committee section on page 45. The Directors also note the AIC Code’s recommendation that the Chair should consider having a regular externally facilitated evaluation of the Board and will assess the merits of engaging with an external evaluation provider on an ongoing basis. Business Ethics Anti-Bribery and Corruption The Company operates an anti-bribery policy to ensure that it meets its responsibilities arising from the Bribery Act 2010. The Company takes a zero-tolerance approach to bribery, fraud and corruption and is committed to complying with sanctions, laws and regulations within its operational jurisdiction. The Company assesses its risk of exposure to, and engaging in bribery, applying due diligence procedures to mitigate any identified risks. Prevention of Facilitation of Tax Evasion The Board has adopted a zero-tolerance approach to the criminal facilitation of tax evasion. Modern Slavery Statement The Board conducts the business of the Company ethically and with integrity and expects all its service providers to do the same in their business activities. The use of modern slavery (such as forced labour and child labour) and human trafficking is incompatible with the Company’s business ethics and the Company has a zero-tolerance policy towards modern slavery in all its forms. The Company believes that every effort should be made globally to prevent and eliminate modern slavery and human trafficking from all business practices and supply chains. To that end, the Company is committed to ensuring that there will be no modern slavery or human trafficking in any part of its own business activities. Accordingly, the Company expects the same high standards and values from all its service providers and investee companies. The Company believes it is in shareholders’ interests to consider human rights issues, including modern day slavery, when selecting and retaining investments. The Board expects the Investment Manager to invest only in high quality companies that also hold their own supply chains accountable to the same high standards of business ethics and integrity. The Investment Manager 49 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 does this using a proprietary ESG risk assessment framework, ABLEx TM to seek to ensure modern slavery and human trafficking is not taking place in the Company’s investee companies. The Company’s modern slavery statement can also be found on the Company’s website. Internal control The AIC Code requires the Board to review the effectiveness of the Company’s system of internal controls. The Board recognises its ultimate responsibility for the Company’s system of internal controls and for monitoring its effectiveness. The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives and it can provide only reasonable assurance against material misstatement or loss. The Board has undertaken a review of the aspects covered by the guidance and has identified risk management controls in the key areas of business objectives, investment decision-making, accounting, compliance, operations and secretarial as being matters of particular importance upon which it requires reports from the relevant key service providers. The Board believes that the existing arrangements, set out below, represent an appropriate framework to meet the internal control requirements. By following these procedures, the Directors have kept under review the effectiveness of the internal control system throughout the year and up to the date of this report. Financial aspects of internal control These are detailed in the Report of the Audit Committee on pages 52 to 53 . Other aspects of internal control The Board holds at least four regular meetings each year, plus additional meetings as required. Between these meetings there is regular contact with the Investment Manager, Investment Adviser, the Company Secretary, and the Administrator. The Administrator, JTC (UK) Limited, reports separately in writing to the Board concerning risks and internal control matters within its purview, including internal financial control procedures and company secretarial matters. Additional ad hoc reports are received as required and Directors have access at all times to the advice and services of the Company Secretary, which is responsible to the Board for ensuring that Board procedures are followed, and that applicable rules and regulations are complied with. Engagement with the Investment Manager and the Administrator enables the Board to monitor the Company’s progress towards its objectives and encompasses an analysis of the risks involved. The effectiveness of the Company’s risk management and internal control systems is monitored regularly and a formal review, utilising a detailed risk assessment programme, takes place at least annually. This includes a review of the internal controls’ reports of the Administrator and the Investment Manager. Principal and emerging risks The Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The principal and emerging risks and how they are being managed are set out in the Strategic Report on pages 22 to 27. Shareholder relations The Board encourages all Shareholders to attend the AGM and seeks to provide twenty-one clear days’ notice of that meeting. The Notice of the AGM and explanatory notes are set out on pages 116 to 125. Those shareholders who are unable to attend the AGM in person are encouraged to raise any questions in advance with JTC (UK) Limited, the appointed Company Secretary, at [email protected] (please include ‘AWEM AGM’ in the subject heading). Questions must be received by 5.00 p.m. on 8 July 2025. Corporate Governance (continued) 50 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 The Investment Adviser has a regular program of meetings with Shareholders and reports back to the Board on its findings. Additionally, the Company’s Corporate Broker regularly provides Shareholder feedback to the Board. 51 Audit Committee Report Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Composition of the Committee All the Directors of the Company are members of the Committee which is chaired by Howard Pearce. The Board is satisfied that, in line with the recommendations of the AIC Code, at least one member of the Audit Committee has recent and relevant financial experience and that the Committee as a whole has competence relevant to the sector in which the Company operates, bringing a broad range of skills and experience to bear. As the Chair of the Board was independent on appointment and given the small size of the Board, it is considered appropriate for him to be a member of the Audit Committee. Role and responsibilities of the Audit Committee The Committee has formal written terms of reference which clearly set out its main role and responsibilities including certain matters provided for in the Code. Copies of the terms of reference are available on the Company’s website or on request from the Company Secretary. The principal responsibilities of the Committee are: • monitoring the integrity of the financial statements of the Company and any formal announcements relating to the Company’s financial performance, and reviewing significant financial reporting judgements contained in them; • where requested by the Board, providing a recommendation on whether the annual report and accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategies; • where requested by the Board, reviewing the management accounts of the Company and providing a recommendation; • considering reports from any independent valuer appointed by the Company to value its investment; • reviewing the Company’s internal financial controls and internal control and risk management systems, unless expressly addressed by a separate Board risk committee composed of independent non- executive directors, or by the Board; • conducting the tender process and making recommendations to the Board, about the appointment, reappointment and removal of the external auditor, and approving the remuneration and terms of engagement of the external auditor; • reviewing and monitoring the external auditor’s scope, results, cost effectiveness, independence and objectivity; • reviewing the annual budget of the Company and making a recommendation to the Board; • reviewing the effectiveness of the external audit process, taking into consideration relevant UK professional and regulatory requirements; • developing and implementing policy on the engagement of the external auditor to supply non- audit services, ensuring there is prior approval of non-audit services, considering the impact this may have on independence, taking into account the relevant regulations and ethical guidance in this regard, and reporting to the Board on any improvement or action required; and • reviewing the accounting policies of the Company and making a recommendation to the Board. The Audit Committee meets formally at least four times a year for the purpose, amongst other things, of considering the appointment, independence and objectivity, and remuneration of the Auditor and to review the annual accounts and half-yearly financial report. The Audit Committee also reviews the Company’s internal financial controls and its internal control and risk management systems. Audit Committee Report (continued) 52 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Should any non-audit services be provided by the auditor, full consideration of the financial and other implications on the independence of the auditor arising from any such engagement would be considered and approved by the Committee before proceeding. No non-audit services were provided to the Company for the year ended 31 March 2025. Activities of the Committee during the year There were four Audit Committee meetings held during the year ended 31 March 2025 at which all Committee members were in attendance. Risk management and internal controls The Committee reviewed the Company’s internal financial controls and the internal control and risk management systems of its service providers. The Committee also conducted a thorough review of the risks facing the Company and liaised diligently with the Investment Manager, Investment Adviser and Company Secretary to enhance the process for identifying, monitoring and mitigating these risks. Potential key and emerging risks that were identified and reviewed by the Committee included the impact of the Company’s size and number of competitors on its long-term viability, the adverse effects of climate change on the Company’s investments and the political, social and economic uncertainties associated with investing in Emerging Market and Frontier Market countries. The Committee also continued to work with its key service providers to ensure that internal controls specific to the Company were in place and that adequate Committee oversight of these controls was maintained. Budget and expenses The Audit Chair continued to work closely with the Administrator, Investment Manager and Company Secretary to develop the Company’s budget during the year. In doing so, the Audit Chair has sought to minimise costs whilst also recognising the need to engage with appropriate service providers that will ensure the sustainable growth of the Company. The Committee also regularly reviewed the budget as well as the quarterly management accounts to provide adequate oversight of the Company’s financial position throughout the year. Unquoted Valuations The Committee worked with the Administrator and Investment Manager to establish a clear valuation methodology for unquoted investments held by the Company. Further detail on the unquoted valuation methodology can be found at note 15 to the financial statements. Half-Yearly and Annual Reports During the year, the Committee met to consider and review the Interim Report, the audit plan and the Annual Report. The Investment Manager and Company Secretary also attended these meetings and the Auditor attended the meeting at which the Annual Report was discussed. The Chair of the Committee also liaised with the Auditor during the year to discuss the audit plan and following the year end also consulted with the Auditor on the results of the audit of the Annual Report. The Auditor’s planning report, areas of audit focus and the related timetable, which is prepared in conjunction with the Investment Manager and Company Secretary, were considered by the Committee in advance of the audit work commencing. At the conclusion of the audit, the Committee discussed the audit findings report. The Independent Auditor’s Report on pages 70 to 79 highlights their view of the areas of greatest risk of misstatement and these points were discussed with the Committee. As part of its review of the Annual Report, the Committee also considered the independence, objectivity and re- appointment of the Auditor. Financial aspects of internal control The Directors are responsible for the internal financial control system of the Company and for reviewing its effectiveness. The aims of the internal financial control 53 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 system are to ensure the maintenance of proper accounting records, the reliability of the financial information upon which business decisions are made and which is used for publication and that the assets of the Company are safeguarded. As stated above, the Board has contractually delegated to external agencies the services the Company requires, but they are fully informed of the internal control framework established by each relevant service provider who have provided reasonable assurance on the effectiveness of their individual internal financial controls. Where controls reports were not coterminous with the Company’s year-end bridging letters were obtained. The Audit Committee also received papers in relation to the controls at the Custodian, Investment Manager, Investment Adviser and Company Secretary. These included an updated report on the effectiveness of the AIFM’s systems of internal control for the year, in line with the Auditor’s recommendation in the preceding financial period. The key procedures include quarterly production of management accounts and daily production of NAV calculations, monitoring of performance at regular Board meetings, supervision by Directors of the valuation of securities, segregation of the administrative function from that of securities and cash custody and of both from investment management, maintenance of appropriate insurance and adherence to physical and computer security procedures. The Audit Committee considered the control observations noted within the Auditor’s Results Report for the Annual Report and Financial Statements for the period to 31 March 2024 (the “2024 Annual Report”). During the 2024 Annual Report audit, Ernst & Young did not identify any significant deficiencies in internal controls. Following the recommendation of the Auditor upon completion of the 2024 Annual Report, the Audit Committee and Administrator discussed the establishment of a process to classify individually each special dividend as income or capital in nature. A documented process detailing the accounting treatment and disclosure of Director out of pocket expenses was also established during the year following the receipt of Auditor feedback from the audit of the 2024 Annual Report. The Statement of Directors’ Responsibilities in respect of the accounts is on page 68 and a Statement of Going Concern is on page 65. The Report of the Independent Auditor is on pages 70 to 79. Financial statements and significant accounting matters The Audit Committee reviewed the financial statements and considered the following significant accounting issues in relation to the Company’s financial statements for the year to 31 March 2025: Valuation and existence of investments The Company holds the majority of its assets in quoted investments in addition to a small number of unquoted investments. The existence and valuation of these investments is the most material matter in the production of the financial statements. The Audit Committee reviewed the procedures in place for ensuring the accurate valuation and existence of investments and discussed the valuation of the Company’s investments at the year end with the Investment Manager and reviewed their existence with the Administrator and other service providers. Investments are valued using independent pricing sources by the Administrator and the number of each individual portfolio security held at the year-end were reconciled to the Company’s custodian’s records. Unquoted investments are valued based on the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. The Investment Manager performs a quarterly assessment of the fair values and provides their valuation report to the Board for review and approval. Audit Committee Report (continued) 54 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Recognition of income Income may not be accrued in the correct period and/or incorrectly allocated to the revenue or capital accounts. The Audit Committee reviewed the Administrator’s procedures for the recognition of income and reviewed the treatment of any special dividends received in the year under review. Calculation of Alpha Fee Incorrect amounts may be paid to the Investment Manager and recognised in the accounts if the fees are not calculated correctly. Alpha Fee calculations are circulated to the Directors prior to payment. The Audit Committee reviewed the procedures in place for the calculation of the Alpha Fee. In 2025 the presentation of the Alpha fee accrual in the financial statements has been adjusted to align with IFRS 2 given the putative fee will normally be settled by future issuance of the shares in the Company in 2026. The comparative information for 2024 has also been restated. This has no bearing on the calculation of the Alpha fee. Tax status and Indian capital gains provision The Company may suffer tax on capital gains on the realisation of its investments if its investment trust status is not maintained. The Audit Committee reviewed the compliance of the Company during the year with the eligibility conditions and ongoing requirements for its investment trust status to be maintained. The Indian capital gains tax provision represents an estimate of the amount of tax payable by the Company. Tax amounts ultimately payable may differ from this provision depending on when the Company disposes of investments. The Audit Committee reviewed the procedures in place for the calculation of Indian capital gains tax. The daily NAV takes into account any provisional Indian capital gains tax assessment. Going concern The Audit Committee reviewed the Company’s financial resources and concluded that it is appropriate for the Company’s financial statements to be prepared on a going concern basis as described in the Directors’ Report on page 65. Conclusion with respect to the annual report and financial statements The Audit Committee has concluded that the Annual Report for the year to 31 March 2025, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company’s business model, strategy and performance. The Audit Committee has reported its conclusions to the Board of Directors. The Audit Committee reached this conclusion through a process of review of the document and enquiries to the various parties involved in the production of the Annual Report. Audit tenure Ernst & Young LLP was first appointed as the Company’s Auditor for the period ended 31 March 2024, with Mike Gaylor as the lead audit partner. The audit partner responsible for the audit is to be rotated at least every five years in accordance with professional and regulatory standards to protect independence and objectivity and to provide fresh challenge to the business. The appointment of the auditor will be reviewed annually by the Committee and the Board and is subject to approval by Shareholders. Ernst & Young LLP has confirmed that it believes it is independent within the meaning of regulatory and professional requirements and that the objectivity of the audit partner and staff is not impaired. Having carried out the review described below, the Committee is satisfied that the Auditor remains independent and effective for the purposes of this year’s audit and, as such, has not considered it necessary to put the audit services contract out to tender its audit. In accordance with FRC guidance in relation to the statutory audits of listed companies, the Company is required to put out to 55 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 tender its audit within ten years of the initial appointment of Ernst & Young LLP which will be during the 2033 financial year-end. There are no contractual obligations restricting the Committee’s choice of external Auditor. Effectiveness of external audit The Audit Committee is responsible for reviewing the effectiveness of the external audit process. The Audit Committee received a presentation of the audit plan from the external Auditor prior to the commencement of the audit and a presentation of the results of the audit following completion of the main audit testing. Following the above review, the Audit Committee has agreed that the re-appointment of the Auditor should be recommended to the Board and the Shareholders of the Company. Provision of non-audit services The Audit Committee is responsible for considering any non-audit services provided by the external Auditor. Such services are considered on a case-by-case basis and may only be provided to the Company if the provision of such services is at a reasonable and competitive cost and does not constitute a conflict of interest or potential conflict of interest which would prevent the external Auditor from remaining objective and independent. No non-audit services were provided in the year ending 31 March 2025. Internal Audit The Committee has considered the need for an internal audit function and considers that this is not appropriate given the nature and circumstances of the Company. The Committee keeps the need for an internal audit function under periodic review. Howard Pearce Audit Committee Chair 20 June 2025 Directors’ Remuneration Report 56 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 The Board is pleased to present its Remuneration Report for the year ended 31 March 2025 which has been prepared in accordance with sections 420-422 of the Companies Act 2006. The law requires the Company’s auditor to audit certain sections of the Directors’ Remuneration Report; where this is the case the relevant section has been indicated as such. Annual Chair’s Statement During the Company’s financial year ended 31 March 2025, there has been no change in the Board’s composition from the disclosures contained in the Company’s prospectus. Remuneration Policy The Company’s Remuneration Policy is that the remuneration of Non-Executive Directors should be determined with due regard to the experience of the Board as a whole, the time commitment required and to be fair and comparable to that of other non-executive Directors of similar companies. The Company may also periodically choose to benchmark Directors’ fees through an independent review, to ensure they remain competitive, fair, and reasonable. The fees for the Directors are determined within the limits set out in the Company’s Articles of Association, which states that the Directors’ remuneration for their services in the office of director shall, in the aggregate, not exceed £500,000 per annum or such larger amount as the Company, by ordinary resolution, determines. The Director may elect to apply the cash amount equal to their annual fee to subscribe for or to purchase Ordinary Shares. Directors’ fees will be reviewed at least annually. The Directors are only entitled to their annual fee and to be reimbursed for any out-of-pocket expenses properly incurred by them in attending General Meetings or separate meetings of the holders of any class of shares or meetings of the Board or Committees of the Board or otherwise in the performance of their duties. If any Director renders or performs extra or special services of any kind, including services on any Committee of the Board, or shall travel or reside abroad for any business or purposes of the Company, he shall be entitled to receive such sum as the Board may think fit for expenses, and also such remuneration as the Board may think fit, either as a fixed sum or as a percentage of profits or otherwise, and such remuneration may, as the Board shall determine, be either in addition to or in substitution for any other remuneration he may be entitled to receive. No element of the Directors’ remuneration is performance related, nor does any director have any entitlement to bonus schemes, pension schemes, share options or any long-term incentive schemes from the Company. The Directors hold their office in accordance with the Articles and their appointment letters. No Directors have a service contract with the Company, nor is any such contract proposed. The Directors’ appointment can be terminated in accordance with the Articles and without compensation. Approval of the Remuneration Policy and Directors’ Remuneration Report In accordance with the requirements of Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the Regulations), the Board is required to put forward for shareholder approval at its first AGM, and on a triennial basis thereafter, a Remuneration Policy. Accordingly, the Remuneration Policy of the Company set out above was approved at the Company’s AGM held on 16 July 2024. The provisions set out in the above Remuneration Policy apply from the date of the AGM and will next be submitted for shareholder approval at the Company’s upcoming AGM in 2027. In the event of any proposed material variation to the Remuneration Policy or should the Remuneration Policy fail when it is next tabled at an AGM, shareholder approval will be sought for a proposed revised Remuneration Policy prior to its implementation. 57 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 The Directors’ Remuneration Report requires approval via an ordinary resolution on an annual basis. This resolution is put to Shareholders on an advisory, non- binding, basis which means that, if the resolution were to fail to attract sufficient votes in favour, the Board would continue to be entitled to be remunerated and would not be required to amend their contractual relationship with the Company. However, if the Directors’ Remuneration Report were to be voted down by Shareholders, the Board would be required to resubmit the Remuneration Policy to Shareholders at the AGM following the AGM at which the Directors’ Remuneration Report failed. Board Remuneration The components of the remuneration package for non-executive directors are detailed below: Component Director Purpose of reward Operation Annual fee Chair of the Board For services as Chair of a plc Determined by the Board Annual fee Other Directors For services as non-executive Directors of a plc Determined by the Board Additional fee Chair of the Audit Committee For additional responsibility and time commitment Determined by the Board Expenses All Directors Reimbursement of expenses incurred in the performance of duties Submission of appropriate supporting documentation, approval by the Chair (or Audit Committee Chair where the Director claiming is the Chair) The current aggregate remuneration that can be paid to Directors under the Company’s Articles of Association is £500,000 per annum. In accordance with the Shareholder Rights Directive, the Board confirms there were no variable pay awards made to the Directors and there were no deferral periods. Annual percentage change in Directors’ remuneration The following table sets out the annual percentage change in Directors’ fees for the year up to 31 March 2025: % change for the year to 31 March 2025 Martin Sheneld 0 Howard Pearce 0 Tanit Curry 0 William Saunders N/A Alan Sauvain N/A * William Saunders and Alan Sauvain were appointed as directors of the Company on a temporary basis prior to appointment of a permanent Board and the IPO of the Company. No directors’ fees were therefore payable. As this is the Company’s second financial reporting period, there is currently no annual percentage change in remuneration in respect of any prior financial years to be disclosed. Directors’ service contracts The Directors do not have service contracts with the Company. The Directors have appointment letters which do not provide for any specific term. They are subject to re-election by Shareholders at a maximum interval of three years although, for good governance, they submit themselves for annual re-election. There are no restrictions on transfers of the Company’s shares held by the Directors, or any special rights attached to such shares. Fees payable on recruitment The Board will not pay any incentive fees to any person to encourage them to become a Director of the Company. The Board may, however, pay fees to external agencies to assist the Board in the search and selection of Directors. Directors’ Remuneration Report (continued) 58 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Remuneration Implementation Report Directors Remuneration Table (Audited) The table below provides a single figure for the total remuneration of each Director for the year ended 31 March 2025: Year ended 31 March 2025 (£’000) Director Fees 1 Taxable Benet Total Martin Sheneld 35.0 – 35.0 Howard Pearce 30.0 – 30.0 Tanit Curry 27.5 – 27.5 Total 92.5 2 – 92.5 1 Excluding employer National Insurance contributions. 2 Additional out-of-pocket expenses of £6,082.29 have been incurred by the directors and reimbursed based on actual cost and these expenses are non- taxable in nature. The table below provides a single figure for the total remuneration of each Director for the year ended 31 March 2024: Period ended 31 March 2024 (£’000) Director Fees 1 Taxable Benet Total Martin Sheneld 35.0 – 35.0 Howard Pearce 29.8 – 29.8 Tanit Curry 27.2 – 27.2 William Saunders 2 – – – Alan Sauvain 2 – – – Total 92.0 3 – 92.0 1 Including National Insurance where applicable. 2 William Saunders and Alan Sauvain were appointed as directors of the Company on a temporary basis prior to appointment of a permanent Board and the IPO of the Company. No directors’ fees were therefore payable. 3 Additional out-of-pocket expenses of £6,150.80 have been incurred by the directors and reimbursed based on actual cost and these expenses are non- taxable in nature. As the Company was in its first year of operation a NI allowance of £5,000 was also allowed on directors’ contributions thus netting off expenses attributable to directors at £1,151. Director remuneration is reviewed on an annual basis by the Board. Following consideration of peers within the sector, and analysis of current market rates of Directors’ fees for investment trust companies, the Board decided to keep the fees unchanged. Information on Directors’ costs is disclosed on Note 8 of these Financial Statements. Remuneration Committee Given the size of the Board, being three members in number, the Board is of the view that a separate Remuneration Committee is not required to be established. The Board is responsible, inter alia, for reviewing the remuneration payable to the Directors considering the relevant circumstances of the Company. Fees The fees were payable at an annual rate of £35,000 to the Chair and £27,500 to each Director. In addition, the Chair of the Audit Committee received an additional fee of £2,500 per annum. During the year ended 31 March 2025, a review of Directors’ remuneration has been performed and the Board agreed that it remained appropriate. The Board believes that the Company’s existing remuneration arrangements are favourably aligned with Shareholder interests when compared to its peer group. Performance The following chart shows the performance of the Company’s net asset value and share price (total return) by comparison to the MSCI Emerging Markets Net Total Return Index (in Sterling) for the period since the Company was listed assuming £100 was invested at the point the Company was listed. The Company is not required to follow a specific benchmark but has deemed the MSCI Emerging Markets Net Total Return Index (in Sterling) to be the most appropriate comparator for its performance. 59 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Nov-2 4 Dec-24 Feb-25 Jan-25 NAV 1 Share price Index Mar-25 100 105 110 115 120 125 130 Oct-24 NAV/SP/Rebased index 1 (pps) 1 NAV after Alpha Fee provision Relative importance of spend on pay The following table sets out the total level of Directors’ remuneration compared to income and capital gains, the distributions to Shareholders by way of dividends, and the Alpha Fee and operating expenses incurred or accrued by the Company for the year ended 31 March 2025. Year ended 31 March 2025 (£) Period ended 31 March 2024 (£) Income 696,643 411,380 Net investment gains 4,522,292 4,905,874 Spend on Directors’ fees 92,500 91,963 Alpha Fee provision 1 736,934 384,732 Operating expenses 743,585 774,677 Dividends paid to Shareholders nil nil 1 The Alpha Fee is accrued but not paid and adjusts daily based on portfolio performance relative to the Company’s benchmark. The disclosure of the information in the table above is required under The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 except for the Alpha Fee and operating expenses which have been included to show the total expenses of the Company. Directors’ holdings (audited) At 31 March 2025 the Directors had the following holdings in the Company. All holdings were beneficially owned. Ordinary Shares as at 20 June 2025 Ordinary Shares as at 31 March 2025 Ordinary Shares as at 31 March 2024 Martin Sheneld 40,000 40,000 40,000 Howard Pearce 20,000 20,000 20,000 Tanit Curry 20,000 20,000 20,000 Directors’ Remuneration Report (continued) 60 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Statement On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Remuneration Policy and Remuneration Implementation Report summarises, as applicable, for the year ended 31 March 2025: (a) the major decisions on Directors’ remuneration; (b) any substantial changes relating to Directors’ remuneration made during the period; and (c) the context in which the changes occurred and decisions have been taken. Martin Shenfield Chair of the Board 20 June 2025 61 Directors’ Report Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 The Directors present the annual report and accounts for the year ended 31 March 2025. Strategic report The Strategic Report can be found on pages 2 to 38. Corporate governance The Corporate Governance Statement on page 41 forms part of this report. Principal and emerging risks The principal and emerging risks on pages 22 to 27 form part of this report. Legal and taxation status The Company is an investment company within the meaning of Section 833 of the Companies Act 2006. The Company conducts its affairs to meet the requirements for approval as an investment trust under section 1158 of the Corporation Tax Act 2010. The Company has received approval as an investment trust and the Company must meet eligibility conditions and ongoing requirements for its investment trust status to be maintained. In the opinion of the Directors, the Company has met the conditions and requirements for approval as an investment trust for the year ended 31 March 2025. Alternative Investment Fund Managers Directive (“AIFMD”) The Company is classified as an Alternative Investment Fund under AIFMD and is therefore required to have an Alternative Investment Fund Manager. Acorn Asset Management Limited has been appointed as the Alternative Investment Fund Manager (the “AIFM”) of the Company for the purposes of the AIFMD. Market information The Company’s Ordinary Shares are listed on the LSE. The NAV per Ordinary Share is calculated in Sterling for each business day that the LSE is open for business. The daily NAV per Ordinary Share is published through a regulatory information service. Retail distribution of Investment Company shares via financial advisers and other third-party promoters As a result of the FCA rules determining which investment products can be promoted to retail investors, certain investment products are classified as ‘non-mainstream pooled investment’ products and face restrictions on their promotion to retail investors. The Company has concluded that the distribution of its Ordinary Shares, being shares in an investment trust, is not restricted as a result of the FCA rules described above. The Company currently conducts its affairs so that the shares issued by the Company can be recommended by financial advisers to retail investors and intends to continue to do so for the foreseeable future. Investment Manager Acorn Asset Management Limited (“Acorn”) has been appointed as the Company’s Investment Manager (“Investment Manager”). The Investment Manager is responsible for management of the Company’s assets. The Investment Manager does not receive a fixed management fee in respect of its portfolio management services to the Company. The Investment Manager is instead entitled to an Alpha Fee subject to the Company’s adjusted NAV exceeding the MSCI EM (GBP) benchmark over each discrete three-year period. Provided that the Company outperforms the benchmark, the Investment Manager will only accrue an Alpha Fee daily up to the redemption point (3 years), at which point it becomes payable. The Investment Manager has agreed to be paid the Alpha Fee in Ordinary Shares, 50% of which Directors’ Report (continued) 62 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 shall be subject to a further three year lock-in period. Shareholder approval for the allotment of new shares in connection with any Alpha Fee payable to the Investment Manager will be sought at the 2025 AGM. The Alpha Fee in respect of each Performance Period will be paid at the end of the three-year period. The first Performance Period will end on 31 March 2026, at the balance sheet date of the Company’s third annual financial results in 2026. The Company became liable to pay an Alpha Fee following the investment of at least 70% of the initial net IPO proceeds on 15 May 2023. The performance fee will be settled by way of issuing shares. As at 31 March 2025, there was a £1,121,665 provision for the Alpha Fee liability to the Investment Manager. The Company’s Net Asset Value, which is calculated and released daily, always reflects the full liability of the Alpha Fee. Further details on the Alpha Fee can be found on page 3. The Investment Management Agreement is terminable by either the Investment Manager or the Company giving to the other not less than six months’ written notice, such notice not to expire earlier than the third anniversary of first admission to trading on the Main Market of the LSE. Investment Adviser As permitted by the terms of the Investment Management Agreement, the Investment Manager has, with the consent of the Company, appointed the Investment Adviser, a boutique investment advisory firm located in Singapore, to provide certain non-binding and non-exclusive investment advisory services to it. The Investment Adviser is not entitled to any fees from the Company. Through its contractual arrangements with the Investment Adviser, the Company’s Investment Manager continues to benefit from the expertise of key individuals within the White Oak Group. Management engagement In accordance with the FCA’s Listing Rules, the Board confirms that it has reviewed whether to retain Acorn Asset Management Limited as the Investment Manager of the Company. The Board is satisfied that the Investment Manager has the suitable skills and experience to manage the Company’s investments and believes that the continuing appointment of the Investment Manager is in the best interests of Shareholders as a whole. AIFM The Investment Manager has been appointed as the Company’s AIFM for the purposes of the UK AIFM Regime. The AIFM is a third country Investment Manager regulated by the Financial Services Commission in Mauritius and has ultimate responsibility for risk management functions for the Company as defined under the AIFM Directive, including but not limited to the provision of the following services: • Ensuring that adequate risk management systems are implemented at the Investment Adviser to identify, measure, manage and monitor liquidity, credit and operational risks relevant to the Company’s investment strategy and to which the Company may be exposed; • implementing an appropriate liquidity management system and adopting procedures which enable it to monitor the liquidity risk of the Company and ensuring that the liquidity profile of the Company’s investments complies with its obligations; • implementing an appropriate, documented and routinely updated due diligence policy and procedure which shall be followed by all relevant parties in the making of investment decisions relating to or on behalf of the Company according to the investment strategy, the objectives and risk profile of the Company; • providing reasonable oversight of the investment monitoring conducted by the Investment Adviser in line with the Company’s published investment objective and policy, including with the limitations and restrictions as detailed therein, and reporting 63 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 any instances of non-compliance promptly to the Board; • measuring and reporting against Board limits outside of the investment policy, such as those relating to use of gearing/leverage if utilised by the Company; • reviewing the performance of the Investment Adviser and reporting to the Board in respect of the performance; • ensuring that the risks of each investment position of the Company and their effect on the Company’s portfolio can be identified, measured, managed and monitored on an ongoing basis, including the appropriate liquidity stress testing measures; • establishing and implementing quantitative and qualitative risk limits for the Company appropriate for all relevant risks; and • periodically reviewing the risk management systems described above to ensure that any modifications necessary are implemented. The AIFM is also responsible for portfolio management services to the Company, managing the investment and re-investment of the Company’s assets in accordance with the Investment Policy and with a view to achieving the investment objectives of the Company. To assist with portfolio management, the AIFM has appointed the Investment Adviser to provide non-binding, non- discretionary and non-exclusive investment advisory and related services in respect of the Company. Company Secretary and Administrator JTC (UK) Limited (‘JTC’) has been appointed to provide company secretarial and administration services to the Company with effect from 3 May 2023. As Company Secretary, JTC is responsible for ensuring regulatory compliance and supporting the Board’s corporate governance process and its continuing obligations. The Company Secretary is also responsible to the Board for the timely delivery of information and reports and ensuring that the statutory obligations of the Company are met. JTC is also responsible for maintaining the Company’s books and records, preparing the management and financial accounts, and calculating, in conjunction with the Investment Manager, the Company’s NAV. Custodian HSBC Bank plc has been appointed as the Company’s Custodian to safeguard the Company’s cash and investments. Greenhouse Gas Emissions and Streamlined Energy and Carbon Reporting (SECR) The Company has no employees or premises, and therefore it has no greenhouse gas emissions to report. Nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. As the Company has no material operations and therefore has low energy usage, it has not included an energy and carbon report. Capital structure and voting rights As at 31 March 2025, the Company’s issued share capital comprised 34,849,329 Ordinary Shares and 50,000 Management Shares. Each Ordinary Share held entitles the holder to one vote. All Ordinary Shares carry equal voting rights and there are no restrictions on those voting rights. The Management Shares do not carry a right to receive notice of, or attend or vote at, any General Meeting of the Company unless no other shares are in issue at that time. Voting deadlines are stated in the Notice of Meeting and Form of Proxy and are in accordance with the Companies Act 2006. Since the year end, the Company has issued 1,325,000 new Ordinary Shares. Directors’ Report (continued) 64 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 There are no restrictions on the transfer of shares, nor are there any limitations or special rights associated with the Ordinary Shares. Substantial shareholding As at 31 March 2025, the Directors have been formally notified of the following interests in the Company’s Ordinary Shares, comprising 3% or more of the issued share capital of the Company: Name Holding as at 31 March 2025 % Prashant Rajendra Khemka 7,500,000 21.52 Evelyn Partners 6,871,313 19.72 Charles Stanley 4,932,516 14.15 Quilter Cheviot 2,557,089 7.34 Killik, & Co 1,602,728 4.60 Hargreaves Lansdown 1,106,381 3.17 Based on the number of Ordinary Shares in issue at the Company’s year-end. The holdings have been determined using underlying shareholder analysis of the Company’s Ordinary Shares as at the Company’s year-end. The amalgamated holdings of employees (including Prashant Rajendra Khemka) at the Investment Manager, Investment Adviser and the Investment Adviser’s wider group of affiliate entities represents 8,082,177 Ordinary Shares, or 23.19% of the issued share capital of the Company. As at 31 March 2024, the Directors had been formally notified of the following interests in the Company’s Ordinary Shares, comprising 3% or more of the issued share capital of the Company: Name Holding as at 31 March 2024 % Prashant Rajendra Khemka 7,500,000 23.31 Evelyn Partners 4,188,472 13.02 Charles Stanley 4,013,513 12.47 Quilter Cheviot 2,787,915 8.66 Walker Crips 1,457,090 4.53 Killik & Co 1,362,270 4.23 AJ Bell 1,100,594 3.42 RBC Brewin Dolphin 1,016,550 3.16 Based on the number of Ordinary Shares in issue at the Company’s period-end on 31 March 2024. The holdings have been determined using underlying shareholder analysis of the Company’s Ordinary Shares as at the Company’s period-end. Since the year end, the Company has been notified of the following changes in holding of voting rights in the Company: • Prashant Rajendra Khemka continues to hold 7,500,000 Ordinary Shares (now representing 20.79%, as at 3 June 2025) There have been no other changes notified to the Company in respect of the above holdings, and no other new holdings notified, since the year end. 65 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Settlement of Ordinary Share transactions Ordinary Share transactions in the Company are settled by the CREST share settlement system. Re-appointment of the Auditor The Company’s Auditor, Ernst & Young LLP, having expressed their willingness to continue in office as auditors, will be put forward for re-appointment at the Company’s Annual General Meeting and the Board will seek authority to determine their remuneration for the forthcoming year. Going Concern The Board have adopted the going concern basis in preparing the accounts. The following is a summary of the Board’s assessment of the going concern status of the Company. The Board has a reasonable expectation that the Company has adequate resources to continue in operational existence up until 30 June 2026, which is at least twelve months from the date of approval of these financial statements. In reaching this conclusion, the Directors have considered the liquidity of the Company’s portfolio of investments as well as its cash position, income and expense flows. As at 31 March 2025, the Company’s net assets (before Alpha Fee provision) were £42,844,453 (Restated 2024: 35,793,416), of which it held £38,625,983 (2024: £33,678,027) in quoted investments and had a cash balance of £3,782,590 (2024: £2,393,154). The ongoing charges (excluding Alpha Fee provision) for the year ended 31 March 2025 were £743,585 (2024: £620,920), which resulted in an ongoing charge ratio of 1.9% (2024: 1.9%). For the period from 1 April 2025 to 31 March 2026, the annualised ongoing charge ratio is expected to be 1.9% (2024: 1.9%). With respect to the number of shares, the Company plans to issue shares both (i) on a daily basis in response to ad hoc market demand and (ii) through larger corporate transactions. From 1 April 2024 to 31 March 2025, the Company has issued 3,280,000 (2024: 1,663,530) new Ordinary Shares representing 10.2% (2024: 5.4%) of the Ordinary Shares issued at 31 March 2024. From 1 April 2025 to 20 June 2025 (being the latest practicable date prior to publication of this Annual Report), the Company has issued a further 1,325,000 (2024: 650,000) new Ordinary Shares. The Company intends to continue along this path by issuing shares at a small premium to NAV. The Company has a redemption facility whereby investors have the ability to redeem their ordinary shares in the Company. The redemption occurs annually each year (at the discretion of the directors) on the last business day of December. 612,466 (2024: 14,014) Ordinary Shares were redeemed during the year representing 1.8% of the issued share capital at that point (2024: 0.04%), which is considered an immaterial withdrawal for going concern purposes. Based on the information available to the Directors at the date of this report, including the results of the stress testing carried out, the conclusions drawn in the Viability Statement below, together with the Company’s cash balances and expense coverage, the Directors are satisfied that the Company has adequate financial resources to continue in operation for the period to 30 June 2026. Accordingly, it is appropriate to continue to adopt the going concern basis in preparing the financial statements Viability statement The Board has assessed the viability of the Company for the period to 30 June 2028 (the “Viability Period”). The Board believes that the Viability Period, being three years, is an appropriate time frame over which to assess the viability of the Company, given the long-term nature of its investment strategy, track record of the portfolio manager and the mitigation of the principal and emerging risks outlined on pages 23 to 27. Based on this - This relates to the actual period 1 April 2024 – 31 March 2025 *- This relates to the actual period 3 May 2023 – 31 March 2024 Directors’ Report (continued) 66 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 assessment, the Board has a reasonable expectation that the Company has the resources that will enable it to operate and to meet its liabilities as they fall due over the Viability Period. In its assessment of the prospects of the Company, the Board took into consideration the Company’s business model, income and expenditure projections. The Board also considered the Company’s liquidity and solvency, noting in particular its investment portfolio which comprises readily realisable securities, which could, if necessary, be sold to meet the Company’s funding requirements. While the Investment Manager can invest in unquoted companies, such investments are subject to a strict limit of 10% of the portfolio. The Investment Manager has a preference to invest only in any unlisted companies if it is evident that the company will be undertaking an IPO and becoming a public listed company within a short period of time following the investment. The Company holds unquoted investments totalling 1.3% (2024: 0%) of the portfolio, and does not have any long-term private equity commitments. The Company has no employees, the Board consists solely of non-executive Directors. As a result, there is no redundancy or other employment related liabilities or responsibilities which are required from the Company. The Company relies on outsourced service providers for most of its functions, and these are all on contracts with defined terms, including notice periods and an ease of termination. The internal control framework of the Company as well as those of its service providers are subject to a formal review on at least an annual basis. The Board meets on a quarterly basis to discuss performance, portfolio changes, market developments, the level of premium or discount to NAV and share buybacks and share issues. During the year under review, the Company received redemption requests in respect of its redemption facility of 612,466 (2024: 14,014) ordinary shares representing 1.8% of the issued share capital at that point (2024: 0.04%). However, this was offset by the level of share issuances undertaken totalling 3,280,000 (2024: 1,663,530) shares issued representing 10.2% (2024: 5.4%) of the shares in issue at the beginning of the year as well as the Company’s positive performance during the year to 31 March 2025. The Company has delivered organic growth through the performance of underlying investments as well as through a number of share issuances. The Board does not expect there to be any significant increase in the annual ongoing charges of the Company over the Viability Period and as the Company grows its NAV the Ongoing Charges Ratio is expected to remain stable, or decline. The Company’s income from investments and cash realisable from the sale of its investments provide substantial cover to the Company’s operating expenses, and any other costs likely to be faced by the Company over the period of the assessment. As part of its review the Board considered the impact of a significant and prolonged decline in the Company’s performance and prospects. This included a range of plausible downside scenarios such as reviewing the effects of substantial falls in investment value of the Company’s portfolio and any subsequent impact on the Company’s Ongoing Charges Ratio. Based on the results of this review, the Directors have formed a reasonable expectation that the Company will continue in its operations and meet its expenses and liabilities as they fall due over the course of the three- year period. Auditor independence and information The Board believes that auditor independence is safeguarded by the following measures: the extent of any non-audit work which may be carried out by the Auditor requires pre-approval by the Audit Committee; the Auditor has provided confirmation of the safeguards and procedures it has developed to respond to challenges to its objectivity and independence; the Auditor has confirmed, both at the audit planning stage and at the conclusion of the audit, that it is independent within the meaning of all regulatory and professional requirements 67 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 and that the independence and objectivity of the audit team remains intact and has not been impaired. No non-audit or additional services were provided to the Company during the year ending 31 March 2025 (2024: no non-audit services were provided). Each of the Directors at the date of the approval of this report confirms that: (i) so far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware; and (ii) the Directors have taken all steps that they ought to have taken as Directors to make themselves aware of any relevant information and to establish that the Company’s auditors are aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Annual General Meeting (“AGM”) The Company’s second AGM is scheduled to take place at 18 th Floor, The Scalpel, 52 Lime Street, London, United Kingdom, EC3M 7AF at 10:00 on 22 July 2025. Resolutions relating to the following items of special business will be proposed at the forthcoming AGM: Resolutions to be proposed at AGM There are 11 resolutions being proposed at the forthcoming AGM, 8 as ordinary resolutions, including receipt of the Annual Report, approval of the Directors Remuneration Report contained within the Annual Report (Resolution two), re-appointment of the Auditor and approval of the re-election of the Directors. Ordinary Resolutions require 50% of the votes cast, whereas the 3 Special Resolutions require a 75% of the votes cast to be in favour of the relevant resolution, for that resolution to carry. Further information on these resolutions as well as voting recommendations is given in the Notice of AGM and explanatory notes on pages 116 to 125. By order of the Board Martin Shenfield Chair 20 June 2025 Statement of Directors’ Responsibilities 68 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report in accordance with applicable laws and regulations. The Companies Act 2006 (the “company law”) requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Company financial statements in accordance with UK-adopted international accounting standards. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company during and as at the end of the year. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates, which are reasonable and prudent; • present information including accounting policies and additional disclosures as required to ensure • the report is presented in a manner that provides relevant, reliable, comparable and understandable information; • state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The accounts are published on the Company’s website at https://awemtrust.com/, which is maintained by the Investment Manager. The work carried out by the auditors does not involve consideration of the maintenance and integrity of this website and, accordingly, the auditors accept no responsibility for any changes that have occurred to the accounts since being initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ confirmation statement The Directors each confirm to the best of their knowledge that: (a) the financial statements, prepared in accordance with UK adopted international financial reporting standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.1.12R; and (b) this Annual Report comprising the Strategic Report and Governance Statements includes a fair review of the development and performance of the business and position of the Company, together with a description of the principal and emerging risks that it faces as required by DTR 4.1.8R and DTR 4.1.9R. 69 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Having taken advice from the Audit Committee, the Directors consider that the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company’s performance, business model and strategy. For and on behalf of the Board Martin Shenfield Chair 20 June 2025 Independent Auditor’s Report 70 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Opinion We have audited the financial statements of Ashoka WhiteOak Emerging Markets Trust plc (“the Company”) for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, Statement of Cash Flows and the related notes 1 to 17, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards. In our opinion, the financial statements: • give a true and fair view of the Company’s affairs as at 31 March 2025 and of its profit for the year then ended; • have been properly prepared in accordance with UK adopted international accounting standards; and • have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the Company in conducting the audit. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: • Confirmation of our understanding of the Company’s going concern assessment process and engagement with the Directors and the Company Secretary to determine if all key factors that we have become aware of during our audit were considered in their assessment. • Inspection of the Directors’ assessment of going concern, including the revenue forecast and liquidity assessment, for the period to 30 June 2026 which is at least twelve months from the date the financial statements were authorised for issue. In preparing the revenue forecast, the Company has concluded that it is able to continue to meet its ongoing costs as they fall due. • Review of the factors and assumptions, including the impact of the current economic environment and other significant events that could give rise to market volatility, as applied to the revenue forecast and the liquidity assessment of investments. We considered the appropriateness of the methods used to calculate the revenue forecast and the liquidity assessment and determined, through testing of the methodology and calculations, that the methods, inputs and assumptions utilised were appropriate to be able to make an assessment for the Company. • Consideration of the mitigating factors included within the revenue forecasts that are within the control of the Company. We reviewed the Company’s 71 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 assessment of the liquidity of investments held and evaluated the Company’s ability to sell those investments in order to cover working capital requirements. • Review of the Company’s going concern disclosures included in the annual report in order to assess that the disclosures were consistent with the financial statements and our understanding of the Company and in conformity with the reporting standards. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period to 30 June 2026. In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern. Overview of our audit approach Key audit matters • Risk of incorrect valuation or ownership of the investment portfolio and the resulting impact on the Statement of Comprehensive Income • Risk of incorrect calculation and allocation of the performance fee • Risk of incomplete or inaccurate revenue recognition, including classification of special dividends as revenue or capital in the Statement of Comprehensive Income Materiality • Overall materiality of £0.42m which represents 1% of net assets. Independent Auditor’s Report (continued) 72 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 An overview of the scope of our audit Tailoring the scope Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and effectiveness of controls, the potential impact of climate change and changes in the business environment when assessing the level of work to be performed. All audit work was performed directly by the audit engagement team which included valuation specialists. Climate change Stakeholders are increasingly interested in how climate change will impact the Company. The Company has determined that the most significant future impacts from climate change on its operations will be its potential impact on the investment portfolio and emerging markets. This is explained on page 26 in the emerging risks and uncertainties which form part of the “Other information,” rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”. Our audit effort in considering the climate change was focused on the adequacy of the Company’s disclosures in the financial statements as set out in note 2 and concluded that there was no further impact of climate change to be taken into account as the investments are valued at fair value, being quoted prices for investments in active markets at the balance sheet date, and therefore reflect market participant’s view of climate change risk. Unlisted investments, valued by reference to appropriate valuation techniques, similarly reflect market participant’s view of climate change risk. We also challenged the Directors’ considerations of climate change in their assessment of viability and associated disclosures. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters. 73 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Risk Our response to the risk Key observations communicated to the Audit Committee Incorrect valuation or ownership of the investment portfolio and the resulting impact on the Statement of Comprehensive Income (refer to the Report of the Audit Committee set out on pages 51 to 55 and the accounting policy set out on pages 87 to 91) The valuation of the investment portfolio as at 31 March 2025 was £39.13m (2024: £33.67m) consisting of quoted investments with an aggregate value of £38.62m (2024: £33.67m) and unquoted investments with an aggregate value of £0.5m (2024: £nil). The valuation of the assets held in the investment portfolio is the key driver of the Company’s net asset value and total return. Incorrect investment pricing, or a failure to maintain proper legal title to the investments held by the Company could have a significant impact on the portfolio valuation and the return generated for shareholders. The fair value of quoted investments is determined by reference to bid value on the relevant exchange. If bid value is unavailable, then the last trade price on the relevant exchange is used. Unquoted investments are valued at fair value by the Directors following a review of the valuations proposed by the Investment Manager. The unquoted investment policy applies methodologies consistent with the International Private Equity and Venture Capital Valuation guidelines (“IPEV”). The valuation of the unquoted investments, and the resultant impact on the unrealised gains/(losses), is an area requiring judgement and estimation in the preparation of the financial statements. We performed the following procedures: We obtained an understanding of the processes and controls surrounding investment valuation, legal title, gains and losses and Indian capital gains taxes by performing walkthroughs in which we evaluated the design and implementation of controls. For all quoted investments in the portfolio, we compared the market prices and exchange rates applied to an independent pricing vendor and recalculated the investment valuations as at the year-end. We inspected the stale pricing reports produced by the Administrator to identify prices that have not changed around the year end and verified whether the quoted price is a valid fair value. For the unquoted investments held as at the year-end the audit team, with the assistance of our valuation specialist, reviewed and challenged the valuations. This included: • Reviewing the valuation papers prepared by the Manager for the year end valuation; • Assessing whether the valuations have been performed in line with the IPEV guidelines; • Assessing the appropriateness of the data inputs and challenging the assumptions used to support the valuations; • Assessing other facts and circumstances, such as market movement and comparative company information, that have an impact on the fair market value of the investments; and The results of our procedures identified no material misstatement in relation to the risk of incorrect valuation or ownership of the investment portfolio and the resulting impact on the Statement of Comprehensive Income. Independent Auditor’s Report (continued) 74 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Risk Our response to the risk Key observations communicated to the Audit Committee The Company incurs Indian capital gains taxes on realised gains made from the Indian investment portfolio and is also required to recognise a capital gains tax provision based on unrealised gains and relevant tax rates as at the year end. The capital gains tax provision as at 31 March 2025 was £0.20m (2024: £0.18m). Incorrect calculation of the capital gains tax provision could impact on the Company’s net asset value. • Determining a fair value range for the valuation and assessing whether Management’s valuation is reasonable We compared the Company’s investment holdings as at 31 March 2025 to an independent confirmation received directly from the Company’s Custodian, testing any reconciling items to supporting documentation. We recalculated the total unrealised gains/losses on investments as at the year-end using the book-cost reconciliation. We recalculated the realised gains and losses arising on a sample of disposals and ensured the average cost method was consistently and correctly applied. We reviewed the application of Indian capital gains tax rates with reference to tax legislation and the length of investment ownership. We discussed and challenged the calculation with the Investment Manager and the Company tax advisor, as preparer of the calculation. We recalculated the Indian capital gains tax provision recognised at the year-end and we agreed the key inputs for the calculation to our audited workpapers. Incorrect calculation of the Alpha Fee (refer to the Report of the Audit Committee set out on pages 51 to 55 and the accounting policy set out on pages 87 to 91) At the end of a three-year performance period ending on 31 March 2026, the manager may be entitled to an Alpha fee as summarised in Note 7. We have performed the following procedures: We obtained an understanding of the processes and controls surrounding the performance fee calculation by performing our walkthrough procedures. The results of our procedures identified no material misstatement in relation to the risk of incorrect calculation of the Alpha Fee. We identified errors in respect of the accounting treatment for the Alpha fee accrual and the allocation of the Alpha fee between the revenue and capital columns on the Statement of Comprehensive Income in the prior year. These have been corrected in the current year Financial Statements as described in note 2. 75 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Risk Our response to the risk Key observations communicated to the Audit Committee The Alpha Fee expense amounted to £0.73m as at 31 March 2025 (2024: £0.38m). The total Alpha Fee accrued in the share-based payment reserve as at the year-end was £1.12m (2024: £0.38m). The Alpha Fee payable by the Company for investment management service is a significant component of the Company’s cost base and, therefore impacts the Company’s total return. If the performance fee is not calculated in accordance with the methodology prescribed in the Investment Management Agreement (‘IMA’) and incorrect data is used this could have a significant impact on both costs and total return. We performed a review of the Alpha Fee calculation against the calculation methodology set out in the IMA and the Prospectus. We reperformed the calculation and agreed the key inputs for the calculation to external source data and audited workpapers. Incomplete or inaccurate revenue recognition, including the classification of special dividends as revenue or capital in the Statement of Comprehensive Income refer to the Report of the Audit Committee set out on pages 51 to 55 and the accounting policy set out on pages 87 to 91) The total revenue for the year to 31 March 2025 was £0.93m (2024: £0.41m) including £0.69m (2024: £0.36m) of dividends from quoted equity investments and £0.23m from VAT refund. The investment income receivable by the Company during the year directly affects the Company’s revenue return. There is a risk of incomplete or inaccurate recognition of revenue through the failure to recognise proper income entitlements or to apply an appropriate accounting treatment. We have performed the following procedures: We obtained an understanding of the processes and controls surrounding revenue recognition including the classification of special dividends by performing walkthrough procedures. For all dividends received, we recalculated the dividend income by multiplying the investment holdings at the ex-dividend date, traced from the accounting records, by the dividend per share, which was agreed to an independent data vendor. For a sample of dividends received we agreed amounts to bank statements and where applicable, agreed the exchange rates to an external source. For dividends accrued, we reviewed the investee Company announcements to assess whether the dividend obligations arose prior to 31 March 2025. We agreed the dividend rate to corresponding announcements made by the investee Company, recalculated the dividend amount receivable and confirmed this was consistent with cash received as shown on post year end bank statements, where paid. The results of our procedures identified no material misstatement in relation to the risk of incomplete or inaccurate revenue recognition, including incorrect classification of special dividends as revenue or capital in the Statement of Comprehensive Income. Independent Auditor’s Report (continued) 76 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Risk Our response to the risk Key observations communicated to the Audit Committee The Directors may be required to exercise judgment in determining whether income receivable in the form of special dividends should be classified as ‘revenue’ or ‘capital’ in the Statement of Comprehensive Income. To test completeness of recorded income, we verified that expected dividends for each investee Company held during the year had been recorded as income with reference to investee Company announcements obtained from an independent data vendor. For all investments held during the year, we compared the type of dividends paid with reference to an external data source to identify those which were ‘special’. We confirmed seven special dividends were received during the year of which none exceeded our testing threshold either individually or in aggregate. We assessed the appropriateness of management’s classification for a sample of 2 special dividends as revenue by reviewing the underlying rationale of the distribution.. Our application of materiality We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. Materiality The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures. We determined materiality for the Company to be £0.42 million (2024: £0.35 million), which is 1% (2024: 1%) of net assets as per Statement of Financial Position. We believe that net assets provides us with materiality aligned to the users’ interests as it represents a key measurement of the Company’s position. Performance materiality The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessments, together with our assessment of the Company’s overall control environment, our judgement was that performance materiality was 75% (2024: 50%) of our planning materiality, namely £0.32m (2024: £0.18 million). We have increased the performance materiality in the current year due to our experience of working in the prior year with the key service providers that indicates a lower risk of misstatements, both corrected and uncorrected. 77 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 Reporting threshold An amount below which identified misstatements are considered as being clearly trivial. We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.02m (2024: £0.02m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We draw the reader’s attention to the Net Asset Value which is used as the basis for our Materiality, being the £42.84m per the Statement of Financial Position on page 81. Within the other information in the Annual Report and Accounts, the Directors disclose an Alternative Performance Measure of Net Asset Value adjusted to treat the Alpha fee accrual as a liability instead of equity. A reconciliation between the two Net Asset Value’s is included within the financial statements at note 14. We have nothing further to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the strategic report and Directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or Directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or Independent Auditor’s Report (continued) 78 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit Corporate Governance Statement We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: • Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 65; • Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set out on pages 65 to 66; • Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its liabilities set out on page 66; • Directors’ statement on fair, balanced and understandable set out on page 69; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 49; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 49; and; • The section describing the work of the audit committee set out on pages 52 and 53. Responsibilities of Directors As explained more fully in the Directors’ responsibilities statement set out on page 68, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non- compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, 79 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management. • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are UK adopted International Accounting Standards, the Companies Act 2006, the Listing Rules, UK Corporate Governance Code, the Association of Investment Companies’ Code and Statement of Recommended Practice, Section 1158 of the Corporation Tax Act 2010 and The Companies (Miscellaneous Reporting) Regulations 2018. • We understood how the Company is complying with those frameworks through discussions with the Audit Committee and Company Secretary and review of Board minutes and the Company’s documented policies and procedures. • We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We identified a fraud risk with respect to the incomplete or inaccurate revenue recognition through incorrect classification of special dividends as revenue or capital items in the Income Statement. We also identified a fraud risk with respect to the incorrect valuation of the unquoted investments and the resultant impact on unrealised gains/(losses). Further discussion of our approach is set out in the section on key audit matters above which include our response to the fraud risks and other areas of audit focus. • Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the reporting to the Directors with respect to the application of the documented policies and procedures and review of the financial statements to ensure compliance with the reporting requirements of the Company. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Other matters we are required to address • Following the recommendation from the audit committee, we were appointed by the Company on 12 September 2023 to audit the financial statements for the year ending 31 March 2024 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments is 2 years, covering the years ending 31 March 2024 to 31 March 2025. • The audit opinion is consistent with the additional report to the audit committee. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Mike Gaylor (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 20 June 2025 Statement of Comprehensive Income 80 FINANCIAL STATEMENTS Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 For the financial year ended 31 March 2025 For the year ended 31 March 2025 (audited) For the period ended 31 March 2024 (audited) Note Revenue £’000 Capital £’000 Total £’000 Revenue (Restated) £’000 Capital (Restated) £’000 Total £’000 Gains on investments – 6,197 6,197 – 5,231 5,231 Losses on currency movements (4) (1,671) (1,675) – (325) (325) Net investment gains 4 (4) 4,526 4,522 – 4,906 4,906 Income 5 697 – 697 410 – 410 Other income 5 236 – 236 – – – Total income 929 4,526 5,455 410 4,906 5,316 Alpha fee provision 7 – (737) (737) - (385) (385) Operating expenses 8 (741) (3) (744) (775) (25) (800) Operating prot before taxation 188 3,786 3,974 (365) 4,496 4,131 Taxation 9 (82) (813) (895) (39) (411) (450) Prot/(loss) for the year 106 2,973 3,079 (404) 4,085 3,681 Earnings per Ordinary Share (p) 10 0.3 9.0 9.3 (1.3) 13.1 11.8 Diluted earnings per Ordinary Share (p) 1 10 0.3 8.8 9.1 (1.3) 12.9 11.6 1 The calculation of the diluted earnings per ordinary share above assumes the issuance of ordinary shares to settle the Alpha Fee provision for the two periods in accordance with IFRS2 (see note 10). However, at the date of this report there is no certainty with respect to the actual number of share that might be issued, if any, on 31st March 2026, at the end of the three year performance period. There is no other comprehensive income and therefore the ‘Profit for the year’ is the total comprehensive income for the year ended 31 March 2025. The total column of the above statement is the profit and loss account of the Company. The supplementary revenue and capital columns, including the earnings per Ordinary Share, are prepared under guidance from the Association of Investment Companies (“AIC”). All revenue and capital items in the above statement derive from continuing operations. The notes on pages 84 to 107 form an integral part of these financial statements. 81 Statement of Financial Position Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 As at 31 March 2025 Note 31 March 2025 (audited) £’000 31 March 2024 (audited) (Restated) £’000 Non-current assets Investments held at fair value through prot or loss 4 39,131 33,678 Current assets Cash and cash equivalents 3,783 2,393 Dividend receivable 82 47 Other receivables 231 81 Total assets 43,227 36,199 Current liabilities Other payables 6 (173) (217) Non Current liabilities Capital gains tax provision (209) (188) Total liabilities (382) (405) Net assets 42,845 35,794 Equity Share capital 12 399 372 Share premium account 5,618 1,676 Special distributable reserve 13 29,695 29,695 Share-based payment reserve 13 1,122 385 Capital reserve 6,309 4,070 Revenue reserve (298) (404) Total equity 42,845 35,794 IFRS net assets attributable to ordinary shares in issue before Alpha Fee deduction 1 42,795 35,744 Ordinary shares in issue 34,849 32,182 IFRS net asset value per ordinary share before Alpha Fee deduction (p) 14 122.8 111.1 Net assets attributable to ordinary shares in issue after Alpha Fee deduction 1 41,673 35,359 Ordinary shares in issue 34,849 32,182 Net asset value per ordinary share after Alpha Fee deduction (p) 14 119.6 109.9 Approved by the Board of Directors on 20 June 2025 and signed on its behalf by: Martin Shenfield Director The notes on pages 84 to 107 form an integral part of these financial statements. 1 Excluding share capital attributable to management shares as per Note 12. Statement of Changes in Equity 82 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 For the financial year ended 31 March 2025 (audited) Notes Share Capital £’000 Management Shares £’000 Share premium account £’000 Capital Reduction distributable reserve £’000 Share- based payment reserve £’000 Capital reserve £’000 Revenue reserve £’000 Total £’000 Opening balance as at 1 April 2024 322 50 1,676 29,695 385 4,070 (404) 35,794 Prot for the year - - - - - 2,973 106 3,079 Share-based payment reserve - - - - 737 - - 737 Issue of Ordinary Shares 12 33 - 3,942 - - - - 3,975 Redemption 12 (6) - - - - (734) - (740) Closing balance as at 31 March 2025 349 50 5,618 29,695 1,122 6,309 (298) 42,845 For the financial year ended 31 March 2024 (audited) Notes Share Capital £’000 Management Shares £’000 Share premium account £’000 Capital Reduction distributable reserve £’000 Share- based payment reserve (Restated) £’000 Capital reserve (Restated) £’000 Revenue reserve (Restated) £’000 Total (Restated) £’000 Opening balance as at 3 May 2023 – – – – - - - - Prot for the year – – – – - 4,085 (404) 3,681 Share-based payment reserve – – – – 385 - - 385 Issue of Ordinary Shares 12 322 50 31,904 – - - - 32,276 Share issue costs – – (533) – - - - (533) Share premium cancellation – – (29,695) 29,695 - - - 0 Redemption 12 – – – – - (15) - (15) Closing balance as at 31 March 2024 322 50 1,676 29,695 385 4,070 (404) 35,794 The Company’s distributable reserves consist of the special distributable reserve and revenue reserves. The notes on pages 84 to 107 form an integral part of these financial statements. 83 Statement of Cash Flows Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 For the financial year ended 31 March 2025 Note For the year ended 31 March 2025 (audited) £’000 For the period ended 31 March 2024 (audited) (Restated) £’000 Cash ows from operating activities Operating prot before taxation 3,974 4,131 Adjusted for: Tax expense (895) (262) (Gains) on investments (6,197) (5,231) Losses on currency movements 1,675 325 Alpha fee provision 737 385 (Increase) in receivables (185) (128) Increase in payables (23) 217 Net cash used in operating activities (914) (563) Cash ows from investing activities Purchase of investments (24,020) (71,965) Sale of investments 22,609 43,193 Net cash used in investing activities (1,411) (28,772) Cash ows from nancing activities Net proceeds from issue of shares 12 3,975 32,276 Net payment for redemption of shares 12 (740) (15) Share issue costs – (533) Net cash from nancing activities 3,235 31,728 Increase in cash and cash equivalents 910 2,393 Effect of foreign exchange rate changes 480 – Cash and cash equivalents at start of year 2,393 – Cash and cash equivalents at end of year 3,783 2,393 The notes on pages 84 to 107 form an integral part of these financial statements. Notes to the Financial Statements Notes to the Financial Statements 84 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 1. Reporting entity Ashoka WhiteOak Emerging Markets Trust plc is a public limited company, registered and incorporated in England and Wales on 15 March 2023. The Company’s registered office is 18th Floor, The Scalpel, 52 Lime Street, London, United Kingdom, EC3M 7AF. Business operations commenced on 3 May 2023 when the Company’s Ordinary Shares were admitted to trading on the London Stock Exchange. Its share capital is denominated in British Pounds Sterling (£) and currently consists of ordinary shares. The audited report and accounts (the “Financial Statements”) of the Company are presented for the year from 1 April 2024 to 31 March 2025. The Company shall invest primarily in securities admitted to trading on any stock exchange (which may include stock exchanges in Developed Markets) that provide exposure to companies that are domiciled in Global Emerging Markets (EMs), or that are domiciled in Developed Markets but at the time of investment, derive a majority of their economic value, revenues or profits from, or whose assets or cost base are mainly located in Emerging Markets. 2. Basis of preparation Statement of compliance These financial statements have been prepared in accordance with applicable law and the UK-adopted international accounting standards. The financial statements have been prepared on a historical cost basis, except for the measurement at fair value of investments. When presentational guidance set out in the Statement of Recommended Practice (“SORP”) for Investment Companies issued by the Association of Investment Companies (“the AIC”) in July 2022 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP. In preparing these Financial Statements the Directors have considered the impact of climate change risk as a principal and emerging risk as set out on page 26. In line with the UK-adopted international accounting standards, investments are valued at fair value, being primarily quoted prices for investments in active markets at the balance sheet date, and therefore reflect market participant’s view of climate change risk. The Financial Statements are also prepared on the assumption that approval as an investment trust will continue to be granted. Notes to the Financial Statements 85 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 2. Basis of preparation (continued) In the prior year the Alpha Fee was recorded under the revenue column in the Statement of Comprehensive Income. However, it has now been recorded under the capital column in accordance with Note 3(e). This has been restated in the prior year comparatives which is disclosed in more detail in the table below. Amount previously reported Adjustment Restated Amount Statement of Comprehensive income Alpha Fee provision (Revenue) £’000 (385) 385 - Alpha Fee provision (Capital) £’000 - (385) (385) Operating prot before taxation (Revenue) £’000 (750) 385 (365) Operating prot before taxation (Capital) £’000 4,881 (385) 4,496 Prot/(loss) for the year (Revenue) £’000 (789) 385 (404) Prot/(loss) for the year (Capital) £’000 4,470 (385) 4,085 Earnings per Ordinary Share (Revenue) (p) (2.5) 1.2 (1.3) Earnings per Ordinary Share (Capital) (p) 14.3 (1.2) 13.1 The Investment Manager may receive an Alpha Fee at the end of each three-year Performance Period in the form of issue of shares. Accordingly, the Alpha Fee should be accounted for under IFRS 2 resulting in the creation of a share based payment reserve. In the prior year, the Company created a provision on the Statement of Financial Position for the accrued Alpha Fee which has been restated in the prior year comparatives. This correction impacts the Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flows , which is disclosed in more detail in the table below. Please refer to Note 7 for further details related to the Alpha Fee provision. Amount previously reported Adjustment Restated Amount Statement of Financial Position Alpha Fee provision £’000 (385) 385 - Total liabilities £’000 (790) 385 (405) Net assets £’000 35,409 385 35,794 Share-based payment reserve £’000 - 385 385 Total equity £’000 35,409 385 35,794 IFRS net asset value per ordinary share (p) 109.9 1.2 111.1 Statement of Cash Flows Alpha Fee provision £’000 - 385 385 Increase in payables £’000 602 (385) 217 Notes to the Financial Statements (continued) 86 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 2. Basis of preparation (continued) Going concern The Directors have concluded that there is a reasonable expectation that the Company will have adequate liquidity and cash balances to meet its liabilities as they fall due and continue in operational existence for the foreseeable future and continue as a going concern for the period to 30 June 2026. As such the Directors have adopted the going concern basis in preparing the financial statements. Use of estimates and judgements The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The Indian capital gains tax provision represents an estimate of the amount of tax payable by the Company. Tax amounts payable may differ from this provision depending on when the Company disposes of investments. The current provision for Indian capital gains tax is calculated based on the long-term or short-term nature of the investments and the applicable tax rate at the year end. Currently, the short-term tax rate is 20% (2024: 15%) and the long-term tax rate is 12.5% (2024: 10%). The estimated tax charge is subject to regular review including a consideration of the likely period of ownership, tax rates and market valuation movements. As disclosed in the statement of financial position, the Company made a capital gains tax provision as at 31 March 2025 of £209,699 (2024: £188,238) in respect of unrealised gains on investments held. Please refer to Note 9 for further details related to this provision. The Company’s investments are denominated in the currency that the underlying investment is traded. However, the Company’s shares are issued in sterling and the majority of its investors are UK based. The Company’s expenses and dividends are also paid in sterling. Therefore, the financial statements are presented in sterling, which is the Company’s functional currency. All financial information has been rounded to the nearest thousand pounds. The key estimate in the financial statements is the determination of the fair value of the unlisted investments by the Investment Manager for consideration by the Directors. This estimate is key as it significantly impacts the valuation of the unlisted investments at the year end. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The key inputs considered in the valuation are described on page 102. Fair value estimates are cross-checked to alternative valuation methods where possible to improve the robustness of the estimates. The risk of an over or under estimation of fair values is greater when the methodologies are applied using more subjective inputs. Notes to the Financial Statements (continued) 87 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 2. Basis of preparation (continued) Basis of measurement The financial statements have been prepared on the historical cost basis except for financial instruments at fair value through profit or loss, which are measured at fair value. 3. Accounting policies (a) Investments Listed investments Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are included in the capital column of the Statement of Comprehensive Income within “gains on investments”. Investments are derecognised on the trade date of their disposal, which is the point where the Company transfers substantially all the risks and rewards of the ownership of the financial asset. Transaction costs directly attributable to the acquisition of investments at fair value through profit or loss are recognised under gains on investments. Unlisted investments The Investment Manager’s unlisted investment valuation policy applies techniques consistent with the IPEV Guidelines. The techniques applied are predominantly market-based approaches or reliant on discounted cash flows where appropriate forecasts can be done. The market-based approaches available under IPEV Guidelines are set out below and are followed by an explanation of how they are applied to the Company’s unlisted portfolio: – Multiples; and – Industry Valuation Benchmarks. The nature of the current unlisted portfolio will influence the valuation technique applied. The valuation approach recognises that, as stated in the IPEV Guidelines, the price of a recent investment, if resulting from an orderly transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent measurement dates. However, consideration is given to the facts and circumstances as at the subsequent measurement date, including changes in the market or performance of the investee company. Milestone analysis is used where appropriate to incorporate the operational progress of the investee company into the valuation. Additionally, the background to the transaction must be considered. As a result, various Multiples-based techniques are employed to assess the valuations particularly in those companies with established revenues. Discounted cash flows are used where appropriate. An absence of relevant industry peers may preclude the application of the industry valuation benchmarks technique. All valuations are cross-checked for reasonableness by employing relevant alternative techniques. Notes to the Financial Statements (continued) 88 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 3. Accounting policies (continued) (b) Foreign currency Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At the date of each Statement of Financial Position, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on that date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on retranslation are included in the Statement of Comprehensive Income within the revenue or capital column depending on the nature of the underlying item. Foreign exchange movements on investments are included in the Statement of Comprehensive Income within “losses on currency” movements. (c) Income from investments Dividend income from shares is accounted for on the basis of ex-dividend dates. Overseas income is grossed up at the appropriate rate of tax. Special dividends are assessed on their individual merits and may be credited to the Statement of Comprehensive Income as a capital item if considered to be closely linked to reconstructions of the investee company or other capital transactions. All other investment income is credited to the Statement of Comprehensive Income as a revenue item. (d) Capital reserves Profits or losses arising on the sale of investments and changes in fair value arising upon the revaluation of investments are credited or charged to the capital column of the Statement of Comprehensive Income and allocated to the capital reserve. The Company’s redemption facility is subject to approval by the Board and as such the redemption facility does not represent a contractual obligation on the Company and the shares are accordingly classified as equity. (e) Expenses All expenses are accounted for on an accrual’s basis. Expenses are recognised through the Statement of Comprehensive Income as revenue items except that the Alpha Fee, if any, is payable directly by reference to the capital performance of the Company as per the Investment Management Agreement and is therefore charged to the Statement of Comprehensive Income as a capital item. No other management fees are payable. Notes to the Financial Statements (continued) 89 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 3. Accounting policies (continued) (f) Alpha Fee provision The Alpha Fee is calculated at a rate of 30% of the excess returns between the adjusted NAV per share on the last day of the Performance Period and the MSCI Emerging Markets Net Total Return GBP Index over the Performance Period, adjusted for the weighted average number of Ordinary Shares in issue during the Performance Period. The Alpha Fee in respect of each Performance Period will be settled in ordinary shares at the end of the three-year period. The ordinary shares will be issued at the prevailing NAV (after Alpha Fee provision) per ordinary share on the date of issue. Accordingly, the Alpha Fee is recognised as an equity settled share-based payment under IFRS 2, and the related expenses are charged or credited as a capital item in the Statement of Comprehensive Income. (g) Cash and cash equivalents Cash comprises cash at hand and demand deposits. For purposes of the statement of cash flows, cash equivalents, including bank overdrafts, are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risks of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. (h) Taxation Irrecoverable taxation on dividends is recognised on an accrual basis in the Statement of Comprehensive Income. The Company is approved as an Investment Trust Company (ITC) under sections 1158 and 1159 of the Corporation Taxes Act 2010 and Part 2 Chapter 1 Statutory Instrument 2011/2999 for accounting periods commencing on or after 25 May 2018. The approval is subject to the Company continuing to meet the eligibility conditions of the Corporations Tax Act 2010 and the Statutory Instrument 2011/2999. The Company intends to ensure that it complies with the ITC regulations on an ongoing basis and regularly monitors the conditions required to maintain ITC status. Current tax is the expected tax payable on any taxable income for the period, using tax rates enacted or substantively enacted at the end of the relevant period. The current UK tax rate is 25%. The tax charges on Indian capital gains are shown in the Statement of Comprehensive Income, recognised on an accrual basis. The Company is not subject to UK capital gains tax. The tax charges on Indian capital gains taxes are shown in the Statement of Comprehensive Income, recognised on an accrual basis. Notes to the Financial Statements (continued) 90 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 3. Accounting policies (continued) Deferred taxation Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Investment trusts which have approval as such under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. (i) New and revised standard and interpretations (i) New standards and amendments to existing standards effective 1 April 2024 The following standard has been issued and are effective for annual periods beginning 1 April 2024: • IAS 7 (amended) – Amendments regarding supplier finance arrangements – effective from 1 January 2024; • IAS 1 (amended) – Amendments regarding the classification of debt with covenants – effective from 1 January 2024; and Adoption of the above did not have a material effect on the financial statements of the Company. (ii) New standards, amendments and interpretations effective after 1 April 2025 and not early adopted The following standards have been issued but are effective for annual periods beginning after 1 April 2025 and have not been adopted early; Amendments to IAS 21: Lack of Exchangeability In January 2024, the IASB issued amendments to IAS 21 to provide guidance on determining the exchange rate when there is a lack of exchangeability. These amendments are effective for annual reporting periods beginning on or after 1 January 2025. Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to provide guidance on the classification and measurement of contracts referencing nature-dependent electricity. These amendments are effective for annual reporting periods beginning on or after 1 January 2026. IFRS 18 Presentation and Disclosure in Financial Statements. In April 2024, the IASB published IFRS 18, including new requirements for presentation and disclosure in the financial statements with a focus on the income statement. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its operating profit or loss. IFRS 18 will be effective for annual reporting periods on or after 1 January 2027, with earlier application permitted. Notes to the Financial Statements (continued) 91 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 3. Accounting policies (continued) IFRS 19: Subsidiaries without Public Accountability – Disclosures In April 2024, the IASB issued IFRS 19, which provides disclosure requirements for subsidiaries without public accountability. IFRS 19 is effective for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted. Amendments to IFRS 9 and IFRS 7- Amendments to the Classification and Measurement of Financial Instruments. In May 2024, the IASB published Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial instruments. The Amendments will be effective for annual reporting periods beginning on or after 1 January 2026, with earlier application permitted. Adoption of the new or amended standards and relevant interpretations in future periods is not expected to have a material impact on the financial statements of the Company. 4. Investments held at fair value through profit or loss (a) Investments held at fair value through profit or loss As at 31 March 2025 £’000 As at 31 March 2024 £’000 Quoted investments 38,626 33,678 Unquoted investments 505 – Closing valuation 39,131 33,678 (b) Movements in valuation As at 31 March 2025 £’000 As at 31 March 2024 £’000 Opening valuation 33,678 - Opening unrealised gains on investments (3,246) - Opening book cost 30,432 – Additions, at cost 24,020 71,965 Disposals, at cost (17,854) (41,533) Closing book cost 36,598 30,432 Revaluation of investments 2,533 3,246 Closing valuation 39,131 33,678 Transaction costs on investment purchases for the year ended 31 March 2025 amounted to £36,223 (2024: 111,389) and on investment sales for the financial year to 31 March 2025 amounted to £41,593 (2024: £54,005). As at year end £1,668,775 (2024: £nil) of investments were subject to lock in periods. Notes to the Financial Statements (continued) 92 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 4. Investments held at fair value through profit or loss (continued) (c) Gains on investments Year ended 31 March 2025 £’000 Period ended 31 March 2024 £’000 Realised gains on disposal of investments 5,235 1,660 Movement in unrealised (losses)/gains on investments held (713) 3,246 Total gains on investments 4,522 4,906 Under IFRS 13 ‘Fair Value Measurement’, an entity is required to classify investments using a fair value hierarchy that reflects the significance of the inputs used in making the measurement decision. The following shows the analysis of financial assets recognised at fair value based on: Level 1 Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. A quoted market price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available, with limited exceptions. Level 2 Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 Level 3 inputs inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity’s own data, taking into account all information about market participant assumptions that is reasonably available. The classification of the Company’s investments held at fair value is detailed in the table below: As at 31 March 2025 As at 31 March 2024 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 Investments at fair value through prot and loss: Quoted investments 38,626 – – 38,626 33,678 – – 33,678 Unquoted investments – – 505 505 – – – – 38,626 – 505 39,131 33,678 – – 33,678 Notes to the Financial Statements (continued) 93 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 4. Investments held at fair value through profit or loss (continued) The movement on the Level 3 unquoted investments during the period is shown below: As at 31 March 2025 £’000 As at 31 March 2024 £’000 Opening balance – – Additions during the year/period 1,904 – Disposals during the year/period – – Conversions from Level 3 to Level 1 investments (1,348) – Total gains/(losses) recognised in prot or loss (51) – Closing balance 505 – As at year end, the Company had two unquoted investments in Ellenbarrie Industrial Gases Limited and Simpolo Vitrified Private Limited for a total of 93,256 shares (2024: Nil) and 4,000 shares (2024: Nil) respectively. Conversions of investments from Level 3 to Level 1 relate to investments which listed during the year. Unquoted investments are valued by the Investment Manager in accordance with the International Private Equity and Venture Capital Valuation Guidelines 2022 (“IPEV”) guidelines which are consistent with IFRS. On 14 December 2022, the IPEV Board published revised International Private Equity and Venture Capital Valuation Guidelines (“IPEV Guidelines” or “Valuation Guidelines” or “Guidelines”), effective for periods beginning from 1 January 2023. The key inputs considered in the valuation are described on page 102. Financial assets and liabilities are held at fair value in the financial statements with the exception of short-term assets and liabilities where their carrying value approximates to fair value. 5. Income Year ended 31 March 2025 £’000 Period ended 31 March 2024 £’000 Income from investments: Overseas dividends 697 367 Other Income: Bank interest 18 43 VAT receivable 218 – Total income 933 410 Notes to the Financial Statements (continued) 94 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 6. Other payables As at 31 March 2025 £’000 As at 31 March 2024 £’000 Accrued expenses 173 217 Total other payables 173 217 7. Alpha Fee provision Year ended 31 March 2025 Period ended 31 March 2024 Revenue £’000 Capital £’000 Total £’000 Revenue (Restated) £’000 Capital (Restated) £’000 Total (Restated) £’000 Alpha fee provision – 737 737 – 385 385 The Investment Manager does not receive a fixed management fee in respect of its portfolio management services to the Company. The Investment Manager will become entitled to an Alpha Fee subject to the Company delivering excess returns versus the MSCI Emerging Markets Net Total Return GBP Index. The Alpha Fee will be measured over periods of three years (Performance Period), with the first period ending on 31 March 2026. The Alpha Fee in any Performance Period shall be capped at 12% of the time weighted average adjusted net assets during the relevant Performance Period. The Alpha Fee is calculated at a rate of 30% of the excess returns between adjusted NAV per share on the last day of the Performance Period and the MSCI Emerging Markets Net Total Return GBP Index over the Performance Period, adjusted for the weighted average number of Ordinary Shares in issue during the Performance Period. The Alpha Fee in respect of each Performance Period will, in normal circumstances, be settled in ordinary shares at the end of the three-year period. In certain circumstances the Board may elect to pay any part of the Alpha Fee in cash. The ordinary shares will be issued at the prevailing NAV (including Alpha Fee provision) per ordinary share on the date of issue. Accordingly, the Alpha Fee should be accounted for under IFRS 2 resulting in the creation of a share based payment reserve. In the prior year, the Company created a provision on the Statement of Financial Position for the accrued Alpha Fee which has been restated in the prior year comparatives. This restatement impacts the Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flows. In the prior year the Alpha Fee was recorded under the revenue column in the Statement of Comprehensive Income. However, it should have been recorded under the capital column in accordance with Note 3(e). This has been restated in the prior year comparatives. Notes to the Financial Statements (continued) 95 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 8. Expenses Year ended 31 March 2025 Period ended 31 March 2024 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Administration & secretarial fees 172 – 172 187 – 187 AIFM fee (15) – (15) 15 – 15 Statutory audit fee 78 – 78 126 – 126 Custody services 11 – 11 18 – 18 Directors’ fees and expenses 104 – 104 93 – 93 Directors’ insurance 13 – 13 13 – 13 Financial public relations fees 85 – 85 56 – 56 Insurance commission – – – – 15 15 Legal & professional fees 38 – 38 64 – 64 London stock exchange 18 – 18 46 – 46 Sundry expenses 1 211 – 211 116 – 116 Tax services 26 – 26 41 – 41 Trade charges – 3 3 – 10 10 Total 741 3 744 775 25 800 1 Sundry expenses consists of AIC annual subscription fees, bank charges, broker fees, FCA charges, KID review fees, printing & stationery and other miscellaneous charges. Expenses include VAT where applicable 9. Taxation (a) Analysis of tax charge for the year/period Year ended 31 March 2025 Period ended 31 March 2024 Revenue Capital Total Revenue Capital Total Capital gains expense – – – – – – Capital gains deferred tax provision – 813 813 – 411 411 Withholding tax paid 82 – 82 39 – 39 Total tax charge for the period 82 813 895 39 411 450 A deferred tax provision on Indian capital gains is calculated based on the long term or short nature of the investments and the applicable tax rate at the period end. The short-term tax rates are 20% (2024: 15%) and the long-term tax rates are 12.5% (2024: 10%). Notes to the Financial Statements (continued) 96 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 9. Taxation (continued) (b) Factors affecting the tax charge for the year/period: The effective UK corporation tax rate for the year is 25% (2024: 25%). Reconciliation below: Year ended 31 March 2025 Period ended 31 March 2024 (audited) Operating prot before taxation 3,974 4,131 UK Corporation tax at 25% 994 1,022 Effects of: Indian capital gains tax provision 813 411 Gains on investments not taxable (1,132) (1,227) Overseas dividends (174) (92) Unutilised management expenses 312 297 Withholding tax paid 82 39 Total tax charge 895 450 The Company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. A tax provision on Indian capital gains is calculated based on the long term (securities held more than one year) or short term (securities held less than one year) nature of the investments and the applicable tax rate at the year end. The short-term tax rate is 20% (2024: 15%) and the long-term tax rate is 12.5% (2024: 10%). The provision is raised based on both realised and unrealised capital gains on the Indian investments held by the Company. As at 31 March 2025 the Indian securities held had a market value of £9,147,495 (2024: £8,065,383). If the market value of the Indian securities had increased or decreased by 10%, it would have led to an estimated increase of £158,467 (2024: £16,308) or decrease of £170,335 (2024: £16,308) in the year-end Indian capital gains tax provision. A provision of £209,699 (2024: £188,238), representing the estimated capital gains tax balance at year end, was raised. It is difficult to predict the actual realised gain/unrealised gain in the future as its calculated on an individual investment level and it is difficult to estimate the disposal date of each individual investment which is further dependent on various market factors affecting the investment decision. Investment Trust Companies which have been approved by HM Revenue & Customs are exempt from UK corporation tax on their capital gains. Due to the Company’s status as an approved Investment Trust Company, and the intention to continue meeting the conditions required to maintain that approval for the foreseeable future, the Company has not provided for deferred tax in respect of any gains or losses arising on the revaluation of its investments. Taxes are based on the UK Corporate tax rates which existed as of the balance sheet date which was 25%. The Company has an unrecognised deferred UK Corporation tax asset of £434,000 (2024: £297,000) based on the prospective UK corporation tax rate of 25%. No asset has been recognised in the accounts because, given the composition of the Company’s portfolio, it is unlikely that this asset will be utilised in the foreseeable future. Notes to the Financial Statements (continued) 97 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 10. Earnings per Ordinary Share Year ended 31 March 2025 Period ended 31 March 2024 Revenue Capital Total (Restated) Revenue (Restated) Capital (Restated) Total Prot for the year/period (£’000) 106 2,973 3,079 (404) 4,085 3,681 Earnings per Ordinary Share (p) 0.3 9.0 9.3 (1.3) 13.1 11.8 Diluted earnings per Ordinary Share (p) 0.3 8.8 9.1 (1.3) 12.9 11.6 Year ended 31 March 2025 ‘000 Period ended 31 March 2024 ‘000 Weighted average number of Ordinary Shares 33,054 31,314 Effects of adjustment from: Share-based payments: Alpha Fee 938 350 Weighted average number of Ordinary Shares adjusted for the effect of Alpha Fee 33,992 31,664 Earnings per Ordinary Share is based on the profit for the year of £3,079,358 (2024: 3,680,541) attributable to the weighted average number of Ordinary Shares in issue during the year ended 31 March 2025 of 33,053,905 (2024: 31,314,383). Revenue and capital profits are £106,193 (Restated 2024: revenue loss of £403,520) and £2,973,166 (Restated 2024: 4,085,062) respectively. Diluted earnings per Ordinary Share is based on an adjusted weighted average number of Ordinary Shares considering the number of shares to be issued to settle the Alpha Fee provision if it was settled at the published NAV (including Alpha Fee provision) as at the corresponding year end. As at the date of this report there is no certainty in terms of the number of shares that will be issued, if any, as at 31 March 2026, being the end of the three-year performance period. Further information regarding the recognition and settlement of the Alpha Fee provision is included in note 7. 11. Dividend The Company’s objective is to provide shareholder returns through capital growth with income being a secondary consideration. It should not be expected that the Company will pay a significant annual dividend, but the Board intends to declare such annual dividends as are necessary to maintain the Company’s UK investment trust status. The Board is proposing that no dividend be paid in respect of the year ended 31 March 2025 in accordance with the Company’s Dividend policy on page 20. Notes to the Financial Statements (continued) 98 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 12. Share capital As at 31 March 2025 As at 31 March 2024 No. of shares £’000 No. of shares £’000 Ordinary shares of 1p each 34,849,329 349 32,181,795 322 Management shares 50,000 50 50,000 50 34,899,329 399 32,231,795 372 Ordinary Shares On incorporation, 15 March 2023, the issued share capital of the Company was 1 ordinary share of 1p and 50,000 Management Shares of nominal value £1.00 each. On 3 May 2023, 30,532,278 ordinary shares were allotted and issued to shareholders as part of the placing and offer for subscription in accordance with the Company’s prospectus dated 18 April 2023. Following admission of the Company’s Ordinary Shares to trading on the London Stock Exchange, the Directors applied to the Court to cancel the amount standing to the credit of the share premium account of the Company. On 12th September 2023, the share premium amount of £29,694,678 was cancelled and credited to the Capital reduction reserve. From 1 April 2024 to 31 March 2025, a total of 3,280,000 (2024: 1,663,530) shares were issued by means of tap issuances on the London Stock Exchange utilising the Block Listing. Post year end and up to the date of approval of these financial statements, further shares of 1,325,000 (2024: 700,000) were issued. Redemption The Company has a redemption facility through which shareholders will be entitled to request the redemption of all or part of their holding of Ordinary Shares on an annual basis. The objective of the redemption facility is to assist with the limiting of any discount at which the Company’s Ordinary Shares may trade from time to time. The Redemption Point for the Ordinary Shares is annually on the last business day of December. The Directors have absolute discretion to operate the annual redemption facility on any given Redemption Point. On 15 January 2025, 612,466 (2024: 14,014) shares were redeemed. Reserves The nature and purpose of each of the reserves included within equity as at 31 March 2025 are as follows: • Share premium reserve: represents the surplus of the gross proceeds of share issues over the nominal value of the shares, net of the direct costs of equity issues and net of conversion amount. • Capital reduction reserve: represents a distributable reserve created following a Court approved reduction in capital. This reserve is distributable and maybe used, where the Board considers it appropriate, by the Company for the purpose of paying dividends to Shareholders. • Share-based payments reserve: represents the value of the Alpha Fee provision at year end which is to be settled through the issue of ordinary shares at the end of the performance fee period. Please refer to Note 7 for further details on the Alpha Fee. Notes to the Financial Statements (continued) 99 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 12. Share capital (continued) • Revenue reserve: represents a distributable reserve of cumulative net gains and losses recognised in the Revenue account of the Statement of Comprehensive Income. • Capital reserve: represents a non-distributable reserve of cumulative net capital gains and losses recognised in the Statement of Comprehensive Income The movements in these reserves during the year are disclosed in the Statement of Changes in Equity. Management shares In addition to the above, on incorporation the Company issued 50,000 Management Shares of nominal value of £1.00 each. The holder of the Management Shares undertook to pay or procure payment of one quarter of the nominal value of each Management share on or before the fifth anniversary of the date of issue of the Management Shares. The Management Shares are held by an associate of the Investment Manager. The Management Shares do not carry a right to attend or vote at general meetings of the Company unless no other shares are in issue at that time. The Management Shares have been treated as equity in accordance with UK-IAS. 13. Capital Reduction distributable reserve As indicated in the Company’s prospectus dated 18 April 2023, following admission of the Company’s Ordinary Shares to trading on the LSE, the Directors applied to the Court and obtained a judgement on 12 September 2023 to cancel the amount standing to the credit of the share premium account of the Company. The amount of the share premium account cancelled and credited to a Capital Reduction distributable reserve was £29,694,678. This reserve may also be used to fund dividend/distribution payments. Notes to the Financial Statements (continued) 100 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 14. Net asset value (“NAV”) per Ordinary Share Net assets per ordinary share as at 31 March 2025 of 122.8p (Restated 2024: 111.1p) is calculated based on £42,794,453 (Restated 2024: £35,743,416) of net assets of the Company attributable to the 34,849,329 (2024: 32,181,795) Ordinary Shares in issue as at 31 March 2025. The table below reconciles the NAV per share as at year end as published on the London Stock Exchange and the NAV per share disclosed in these financial statements. The difference is the result of the Alpha Fee provision recognised in accordance with IFRS 2 – Share-based Payment in these financial statements. Please refer to Note 7 for further details on the Alpha Fee provision. Year ended 31 March 2025 Period ended 31 March 2024 NAV NAV per share NAV NAV per share NAV as published at 31 March after Alpha Fee provision deduction 41,672,787 119.6 35,358,685 109.9 Accrued Alpha Fee provision transferred from non-current liabilities to a share-based payment reserve under IFRS 2 1,121,665 3.2 384,731 1.2 NAV as disclosed in these nancial statements as per IFRS 42,794,453 122.8 35,743,416 111.1 15. Financial instruments and capital disclosures (i) Market risks The Company is subject to a number of market risks in relation to economic conditions in Emerging Markets. Further detail on these risks and the management of these risks are included page 26 in the Strategic report. The Company’s financial assets and liabilities comprised: As at 31 March 2025 As at 31 March 2024 Interest bearing £’000 Non- interest bearing £’000 Total £’000 Interest bearing £’000 Non- interest bearing (Restated) £’000 Total (Restated) £’000 Investments – 39,131 39,131 – 33,678 33,678 Total investment – 39,131 39,131 – 33,678 33,678 Cash and cash equivalent 3,436 347 3,783 – 2,393 2,393 Short term debtors – 96 96 – 128 128 Short term creditors – (173) (173) – (405) (405) Long term creditors – – – – – – Other assets – – – – – – Total nancial assets 3,436 39,401 42,837 – 35,794 35,794 Notes to the Financial Statements (continued) 101 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 15. Financial instruments and capital disclosures (continued) Market price risk sensitivity The effect on the portfolio of a 10.0% increase or decrease in market prices would have resulted in an increase or decrease of £3,913,086 (2024: £3,367,803) in the investments held at fair value through profit or loss at the year end, which is equivalent to 9.1% (Restated 2024: 9.4%) of the net assets attributable to equity holders. This analysis assumes that all other variables remain constant. The Company’s portfolio of unlisted Level 3 investments is not necessarily affected by general market performance, however their valuations may be affected by the performance of the underlying securities in line with the valuation criteria in the table on pages 101 and 102. The unlisted securities sensitivity analysis recognises that the valuation methodologies employed involve different levels of subjectivity in their inputs. The valuations as at 31 March 2025 were primarily driven by the weighted average of a Discounted Cash Flow (DCF) valuation and market valuations based on the relevant market index and peer group. A. Ellenbarrie Industrial Gases Limited Valuation techniques used in Financial Statements Fair Value (GBP’000) Key Input Variable Input Positive Impact (GBP’000) Negative Impact (GBP’000) Average of 1) Discounted Cash Flow 2) Market Movement based on Index and 3) Market movement of peers 360 For purposes of the sensitivity table it has been determined that discounted cash ow is the appropriate method to illustrate the valuation sensitivity. Any index and market movements of 10% would result in a 10% increase/ decrease in valuation, whereas a 10% change in the discount rate requires calculation to determine the impact on the valuation due to the sensitivity of the DCF valuation technique. The positive impact and negative impact exhibit the impact of using only a discounted cash ow method to value the asset. Discount rate used in Discounted cash ow +54 -67 Notes to the Financial Statements (continued) 102 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 15. Financial instruments and capital disclosures (continued) B. Simpolo Vitrified Private Limited Valuation techniques used in Financial Statements Fair Value (GBP’000) Key Input Variable Input Positive Impact (GBP’000) Negative Impact (GBP’000) Average of 1) Discounted Cash Flow 2) Market Movement based on Index and 3) Market movement of peers 145 For purposes of the sensitivity table it has been determined that discounted cash ow is the appropriate method to illustrate the valuation sensitivity. Any index and market movements of 10% would result in a 10% increase/ decrease in valuation, whereas a 10% change in the discount rate requires calculation to determine the impact on the valuation due to the sensitivity of the DCF valuation technique. The positive impact and negative impact exhibit the impact of using only a discounted cash ow method to value the asset. Discount rate used in Discounted cash ow +11 -10 Key variable inputs The variable inputs applicable to each broad basis of valuation will vary dependent on the particular circumstances of each unlisted company’s valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each input, where relevant. Expected future cash flows and equity discount rate/WACC The expected future cash flows are calculated using the aggregate future operating revenue based on growth in existing and new products resulting from the Company’s ongoing capex and expansion plans. The equity discount rate/WACC is calculated at 16.35% for Simpolo Vitrified Private Limited and 11% for Ellenbarrie Industrial Gases Limited. Selection of Index used The selection of the index is assessed based on the market index best comparable to the Company. MSCI India IMI (in sterling terms) and S&P BSE 500 were the indices used as the basis for the market movement-based valuation. Selection of comparable companies The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the comparable companies is continually evaluated at each valuation. The key criteria used in selecting appropriate comparable companies are the industry sector in which they operate and the geography of the company’s operations. Notes to the Financial Statements (continued) 103 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 15. Financial instruments and capital disclosures (continued) Application of valuation basis Each investment is assessed and the valuation basis applied will vary depending on the circumstances of each investment. For those investments where a trading multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as appropriate for the investment. Discounted cash flows will be considered where appropriate forecasts are available. The valuation will also consider any recent relevant transactions, where appropriate. Estimated sustainable earnings and cash flows The selection of sustainable revenue or earnings and cash flows will depend on whether the company is sustainably profitable or not, and where it is not then sustainable revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings in future, then forward estimated revenue or earnings may be used instead. Application of liquidity discount A liquidity discount may be applied either through the calibration of a valuation based on the most recent relevant transaction, or by application of a specific discount. (ii) Liquidity risks Liquidity risk is the risk that the Company will not be able to meet its obligations when due. An analysis of the Company’s portfolio that could be liquidated over different time periods as at the year-end is shown below: 31 March 2025 % 31 March 2024 % Within one to seven days 95.9 99.7 Between seven days to one month 0.2 0.3 Between one and three months 1.5 – Greater than three months 2.4 – Total 100.0 100.0 Management of liquidity risks The Company has a diversified portfolio which is readily realisable. The liquidity of the portfolio is reviewed regularly by the Investment Manager and the Board. (iii) Currency risks Although the Company’s performance is measured in sterling, a high proportion of the Company’s assets are denominated in Indian rupees and various other currencies. Change in the exchange rate between sterling and respective currencies may lead to appreciation of the value of the Company’s assets as expressed in sterling and may reduce the returns to the Company from its investments. Notes to the Financial Statements (continued) 104 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 15. Financial instruments and capital disclosures (continued) Currency sensitivity The below table shows the foreign currency profile of the Company. Foreign currency risk profile As at 31 March 2025 As at 31 March 2024 Investment exposure £’000 Net monetary exposure £’000 Total currency exposure £’000 Investment exposure £’000 Net monetary exposure £’000 Total currency exposure £’000 Brazilian Real 1,300 1 1,301 744 1 745 Canadian Dollar 555 – 555 239 – 239 Chinese Yuan 1,448 – 1,448 1,652 – 1,652 Euro 1,443 – 1,443 3,047 – 3,047 Swiss Franc 603 – 603 544 – 544 Hong Kong Dollar 6,529 1,004 7,533 3,370 203 3,573 Indonesian Rupee 598 – 598 818 – 818 Indian Rupee 9,148 1,218 10,366 8,065 1,284 9,349 Japanese Yen 69 – 69 135 – 135 South Korean Won 2,147 82 2,229 2,740 167 2,907 Mexican Peso 758 – 758 1,227 – 1,227 Malaysian Ringgit 393 – 393 286 – 286 Philippine Peso 196 – 196 – – – Polish Zloty 1,250 – 1,250 837 – 837 Saudi Riyal 303 – 303 – – – Swedish Krona 116 – 116 302 – 302 Singapore Dollar 604 – 604 706 – 706 Taiwan Dollar 5,859 – 5,859 3,569 14 3,583 United Arab Emirates Dirham 968 – 968 – – – United States Dollar 2,631 1,125 3,756 3,798 – 3,798 Vietnamese Dong 79 5 84 – – – South African Rand 1,571 – 1,571 1,332 – 1,332 Total investment 38,568 3,435 42,003 33,412 1,669 35,081 Notes to the Financial Statements (continued) 105 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 15. Financial instruments and capital disclosures (continued) Based on the financial assets and liabilities at 31 March 2025, and with all other variables remaining constant, if the respective currencies had weakened/strengthened against the Great British Pound Sterling by 10%, the impact on the Company’s net assets at 31 March 2025 would have been an increase/(decrease) in fair value as follows: As at 31 March 2025 As at 31 March 2024 Increase in fair value £’000 Decrease in fair value £’000 Increase in fair value £’000 Decrease in fair value £’000 Brazilian Real 130 (130) 74 (74) Canadian Dollar 56 (56) 24 (24) Chinese Yuan 145 (145) 165 (165) Euro 144 (144) 305 (305) Swiss Franc 60 (60) 54 (54) Hong Kong Dollar 75 (75) 337 (337) Indonesian Rupee 60 (60) 82 (82) Indian Rupee 1,037 (1,037) 807 (807) Japanese Yen 7 (7) 14 (14) South Korean Won 223 (223) 274 (274) Mexican Peso 76 (76) 123 (123) Malaysian Ringgit 39 (39) 29 (29) Philippine Peso 20 (20) – – Polish Zloty 125 (125) 84 (84) Saudi Riyal 30 (30) – – Swedish Krona 12 (12) 30 (30) Singapore Dollar 60 (60) 71 (71) Taiwan Dollar 586 (586) 357 (357) United States Dollar 376 (376) 380 (380) South African Rand 157 (157) 133 (133) Total investment 3,418 (3,418) 3,341 (3,341) Management of currency risks The Company’s Investment Manager monitors the currency risk of the Company’s portfolio on a regular basis. Foreign currency exposure is regularly reported to the Board by the Investment Manager. The Board does not currently intend to use hedge currency risk using any sort of foreign currency transactions, forward transactions or derivative instruments. Notes to the Financial Statements (continued) 106 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 15. Financial instruments and capital disclosures (continued) (iv) Credit risks Credit risk is the risk that the issuer of a financial instrument will fail to fulfil an obligation or commitment that it has entered into with the Company. Cash and securities are held by the custodian. Management of credit risks The Company has appointed The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) as its depositary and Barclays as a cash account. The credit rating of HSBC and Barclays was reviewed at the time of appointment and is reviewed on a regular basis by the Investment Manager and the Board. The Investment Manager monitors the Company’s exposure to its counterparties on a regular basis and trades in equities are performed on a delivery versus payment basis. Impairment assessment based on an expected credit loss model is not considered material to the Company. At 31 March 2025, the Depository held £38,625,983 (2024: £33,678,027) in respect of quoted investments. A total cash balance of £3,782,590 (2024: £2,393,154) was held by the Company in the HSBC and Barclays accounts. (v) Capital management policies and procedures The Company considers its capital to consist of its share capital of Ordinary Shares of 1p each, Management Shares of £1 each, and reserves totalling £36,828,618 (Restated 2024: £33,745,305). The Company is not subject to any externally imposed capital requirements. The Investment Manager and the Company’s Broker monitor the demand for the Company’s shares and the Directors review the position at Board meetings. Notes to the Financial Statements (continued) 107 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the year ended 31 March 2025 16. Related party transactions The Alpha Fee provision to the Investment Manager is disclosed in Note 7. White Oak Capital Partners provides investment advisory services to the Investment Manager and no fees are paid to them from the Company. Since commencement of operations on 3 May 2023 fees were payable at an annual rate of £35,000 to the Chairman, £30,000 to the Chair of the Audit Committee, and £27,500 to the other Directors. The Directors had the following shareholdings in the Company, all of which are beneficially owned. As at 31 March 2025 As at 31 March 2024 (audited) Martin Sheneld (Chairman) 40,000 shares 40,000 shares Howard Pearce 20,000 shares 20,000 shares Tanit Curry 20,000 shares 20,000 shares 17. Post balance sheet events The NAV per share of the Company has increased by 5.5% from 31 March 2025 (last reported NAV of financial year) to 18 June 2025 (latest available reported NAV). As part of the Company’s share issuance programme by way of its block listing facility, a further 1,325,000 shares were issued post year end to 20 June 2025 raising additional funds of £1,624,285. Alternative Performance Measures 108 OTHER INFORMATION Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 Ordinary share price to NAV rating The amount, expressed as a percentage, by which the share price is greater or less than the Net Asset Value per Ordinary Share. As at 31 March 2025 (audited) As at 31 March 2024 (Restated) (audited) NAV per Ordinary Share (p) a 119.6 109.9 IFRS NAV per Ordinary Share (p) b 122.8 111.1 Share price per Ordinary Share (p) C 122.5 105.0 Premium/(Discount) to NAV (c-a)/a 2.4% (4.4)% Premium/(Discount) to IFRS NAV (c-b)/b (0.2)% (5.5)% Ongoing Charge Ratio A measure, expressed as a percentage of average net assets, of the regular recurring annual costs of running an investment company. Year ended 31 March 2025 (audited) Period ended 31 March 2024 (Restated) (audited) Average NAV (£) a 38,775,048 31,935,160 Average IFRS NAV (£) b 39,318,935 32,127,526 Ongoing charges (£) c 743,585 620,920 Ongoing charge ratio to Average NAV (c/a) 1.9% 1.9% Ongoing charge ratio to Average IFRS NAV (c/b) 1.9% 1.9% * Ongoing charges exclude Alpha Fee expense. Share price/NAV Total Return A measure of performance that includes both income and capital returns. Year ended 31 March 2025 (audited) Share price NAV IFRS NAV Opening at 1 April 2024 (p) a 105.0 109.9 111.1 Closing at 31 March 2025 (p) b 122.5 119.6 122.8 Total Return (b/a)-1 16.7% 8.8% 10.7% Period ended 31 March 2024 (audited) (Restated) Share price NAV IFRS NAV Opening at 3 May 2023 (p) a 100.0 98.3 98.3 Closing at 31 March 2024 (p) b 105.0 109.9 111.1 Total Return* (b/a)-1 5.0% 11.8% 13.0% * NAV total return is based on the opening NAV after launch expenses of 98.26p per Ordinary Share 109 Glossary Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 AIC Association of Investment Companies Alternative Investment Fund or “AIF” An investment vehicle under AIFMD. Under AIFMD (see below) the Company is classied as an AIF. Alternative Investment Fund Managers Directive or “AIFMD” A European Union directive which came into force on 22 July 2013 and has been implemented in the UK. Annual General Meeting or “AGM” A meeting held once a year which Shareholders can attend and where they can vote on resolutions to be put forward at the meeting and ask directors questions about the company in which they are invested. Alternative Performance Measures “APMs” Financial measures of historical or future nancial performance, nancial position, or cash ows, other than a nancial measure dened or specied in the applicable nancial reporting framework. Custodian An entity that is appointed to safeguard a company’s assets. Discount The amount, expressed as a percentage, by which the share price is less than the net asset value per share. DTR Disclosure Guidance and Transparency Rule. Dividend Income receivable from an investment in shares. Ex-dividend date The date from which you are not entitled to receive a dividend which has been declared and is due to be paid to Shareholders. Financial Conduct Authority or “FCA” The independent body that regulates the nancial services industry in the UK. Gearing A way to magnify income and capital returns, but which can also magnify losses. A bank loan is a common method of gearing. IFRS International Financial Reporting Standards. Index A basket of stocks which is considered to replicate a particular stock market or sector. The Company’s benchmark index for performance is the MSCI Emerging Markets Net Total Return Index (in Sterling). Investment Company A company formed to invest in a diversied portfolio of assets. Investment Trust An investment company which is based in the UK and which meets certain tax conditions which enables it to be exempt from UK corporation tax on its capital gains. The Company is an investment trust. Liquidity The extent to which investments can be sold or bought at short notice. London Stock Exchange or “LSE” The primary stock exchange in the United Kingdom and the largest in Europe. Management Shares Non-redeemable Management Shares of £1.00 each in the capital of the Company held. MSCI Emerging Markets Net Total Return Index (in Sterling) MSCI Emerging Markets Net Total Return Index (in Sterling) captures large and mid-cap representation across 24 Emerging Markets (EM) countries. Net assets or net asset value (“NAV”) An investment company’s assets less its liabilities. NAV per Ordinary Share Net assets divided by the number of Ordinary Shares in issue. Ongoing charges A measure of the regular recurring annual costs of running an investment company, expressed as a percentage of average net assets. Glossary (continued) 110 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 Ordinary Shares Redeemable ordinary shares of £0.01 each in the capital of the Company. Principles for Responsible Investment Initiative “PRI” Principles for Responsible Investment is a United Nations-supported international network of investors working together to implement its six aspirational principles, often referenced as “the Principles”. Portfolio A collection of different investments held in order to deliver returns to Shareholders and to spread risk. Premium The amount, expressed as a percentage, by which the share price is more than the net asset value per share. Redemption Point The date and time at which all redemption requests and relevant documentation for annual redemption of Ordinary Shares must be received by the Company’s Registrar from Shareholders. Redemption Price The price at which shares in the Company are redeemed from Shareholders. Relative Performance Measurement of returns relative to an index. Share buyback A purchase of a company’s own shares. Shares can either be bought back for cancellation or held in treasury. Share price The price of a share as determined by a relevant stock market. Total return A measure of performance that takes into account both income and capital returns. This may take into account capital gains, dividends, interests and other realised variables over a given period of time. Treasury shares A company’s own shares which are available to be sold by a company to raise funds. Volatility A measure of how much a share moves up and down in price over a period of time. 111 Shareholder Information Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 Trends (2023 – 2025) Trend Units IPO (3rd May 2023) 31st March 2024 31st March 2025 Movement Share capital Total shares in issuance No. 30,532,279 32,181,795 34,849,329 New shares issued via tap issuance No. – 1,663,530 3,280,000 Shares redeemed via annual redemption No. – 14,014 612,466 Share Ownership % ISC Top 5 shareholders % 65.3 62.0 67.3 Top 10 shareholders % 82.1 78.1 81.9 Top 20 shareholders % 96.5 93.2 94.6 Company nancial performance Net assets £m 30.1 35.4 41.7 Share price Pence 103 105.0 122.5 NAV per share 4,5 Pence 104 109.9 119.6 Share price (premium or discount) to NAV/share % -1.0 -4.5 +2.4 Investment return (NAV total return) % – +11.8 +8.8 Share price total return % – +5.0 +16.7 Costs (ongoing charges ratio) % – 1.9 1.9 = Portfolio manager performance Company NAV total return % – +11.8 +8.8 Benchmark net total return % – +7.9 +5.8 Peer group average net total return % – +11.0 +3.1 Company performance relative to benchmark % – +3.9 +3.0 Company performance relative to peer group % – +0.8 +5.8 Company rank vs peer group Rank – 4th 1st Alpha fee accrual/unwind (included in NAV) £m – +0.4 +0.7 Portfolio characteristics Investment holdings No. 104 153 190 Top 10 investments relative % to total assets % 25.5 26.3 27.4 Large caps % 61.4 69.5 59.6 Small and Mid caps % 34.4 29.4 38.6 Geographic weights (country of listing) Asia 61.3 67.1 71.2 Europe and Africa % 5.6 5.8 6.5 Middle East % 0 0.0 3.0 Latin America % 9.8 7.5 6.5 Developed markets % 19 18.5 11.0 Sustainability and ESG characteristics Morningstar Sustainability Rating – 4 5**** MSCI ESG Rating – A A = Portfolio carbon footprint relative to MSCI EM index % – -65% -79% Portfolio GHG intensity relative to MSCI EM index % – -41% -55% 1 Data as at 31st March from Company Annual Reports or Monthly Fact Sheets (where appropriate rounded to 1 decimal point) or other Company sources. 2 N/A not available or not applicable. 3 Peer group LSE-listed EM CEFs that predominantly invest in Global Emerging Markets. 4 The Net Asset Value as per the Statement of Financial Position on page 81 is £42.85 million in which the Alpha Fee provision is treated as a putative future equity settled share-based payment under IFRS 2. Please refer to Note 7 on page 94 and the Alternative Performance Measures on page 108 for further information. References to ‘NAV’ on pages 3 to 69 refer to the NAV in the table on page 2 unless otherwise stated. 5 Alternative Performance Measures for the year ended 31 March 2025, see page 108. Shareholder Information (continued) 112 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 Investing in the Company Key Information Document Investors should be aware that the Packaged Retail and Insurance-based Investment Products (PRIIPs) Regulation requires the AIFM, as the PRIIP manufacturer, to prepare a key information document (KID) in respect of the Company. This KID must be made available to retail investors prior to them making any investment decision and is available on the Company’s website. The Company is not responsible for the information contained in the KID and investors should note that the procedures for calculating the risks, costs and potential returns are prescribed by law. The figures in the KID may not reflect the expected returns for the Company and anticipated performance returns cannot be guaranteed. Investment Platforms The Board encourages shareholders to vote on the resolutions to be proposed at the AGM. Those retail shareholders who hold their shares through an investment platform are reminded that, although you may not have an automatic voting right, most investor platforms have processes in place to allow you to cast your vote and you should contact your investment platform directly for further information and to do so in good time before returning your votes. How to invest Shares in the Company are listed on the main market of the London Stock Exchange (LSE: AWEM). As with any publicly quoted company, the shares can be bought and sold on the stock market. This can be done directly through a platform provider or through a wealth manager, financial adviser or stockbroker. The Company’s website (https://awemtrust.com/) provides a selected list of platforms through which it is possible to invest in the Company: Hargreaves Lansdown Interactive investor Redmayne Bentley ShareDeal active EQi Selftrade The Share Centre WHIreland X-O.co.uk AJ Bell Barclays Charles Stanley Fidelity Freetrade Halifax Interactive Brokers Vanguard By clicking on any of the links provided on the Company’s website, you will leave the Company’s website and go to an external website. Potential investors should note that the Company is not connected to any of these providers and has no control over the content or accuracy of these websites. Please remember that the value of investments and the income from them is not guaranteed and can go down as well as up. Past performance is not a reliable indicator of future performance and investors might not get back the original amount invested. 113 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 Warning to Shareholders – beware of share fraud Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an up-front payment. If you are approached fraudulently, please inform the Financial Conduct Authority (FCA) by using the share fraud reporting form at www.fca.org.uk/consumers where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768. If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040. Financial calendar Financial year end 31 March Final results announced June Annual General Meeting July Half year end 30 September Half year results announced December Annual redemption point December (last business day) History Since its listing on the premium segment of the main market of the London Stock Exchange in May 2023, the Company has been investing primarily in securities admitted to trading on any stock exchange (which may include stock exchanges in Developed Markets) that provide exposure to companies that are domiciled in Global Emerging Markets, or that are domiciled in Developed Markets but, at the time of investment, derive a majority of their economic value, revenues or profits from, or whose assets or cost base are mainly located in, Global Emerging Markets. Company Numbers Company Registration Number: 14732678 SEDOL: BMZR7D1 ISIN: GB00BMZR7D19 Ticker: AWEM LEI: 254900Z4X5Y7NTODRI75 Market Information, Website and Registered Office The Company’s unaudited NAV per ordinary share is published daily, via the London Stock Exchange. The Company’s ordinary shares are listed on the London Stock Exchange and are quoted on the Company’s website at https://awemtrust.com/. The Company’s website can be found at https://awemtrust.com/. The Company’s Registered office is 18th Floor, The Scalpel, 52 Lime Street, London, EC3M 7AF Shareholder Information (continued) 114 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 Enquiries relating to shareholdings, share certificates and dividend mandates Enquiries about the following administrative matters should be addressed to the Company’s Registrar, Computershare Investor Services plc (Computershare), The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. (T 0370 707 1491, E: www.investorcentre.co.uk/contactus). • Change of address notification; • Lost share certificates; • Dividend payment enquiries; • Dividend mandate instructions. Shareholders may have dividends paid directly into their bank or building society accounts by completing a dividend mandate form. Tax vouchers, where applicable, are sent directly to shareholders’ registered addresses; and • Amalgamation of shareholdings. Shareholders who receive more than one copy of the Annual Report are invited to amalgamate their accounts on the share register. Shareholders can view and manage their shareholdings online at www.investorcentre.co.uk, including updating address records, making dividend payment enquiries, updating dividend mandates and viewing the latest share price. Shareholders will need their shareholder reference number, which can be found on their share certificate or a recent dividend tax voucher, to access this site. Once signed up to Investor Centre, an activation code will be sent to the shareholder’s registered address to enable the shareholder to manage their holding. 115 Company Information Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 Directors Martin Sheneld (Chair & Nomination Committee Chair) Howard Pearce (Audit Committee Chair) Tanit Curry (Management Engagement Committee Chair) Company Registration Number 14732678 (Registered in England and Wales) Website https://awemtrust.com/ Registered Office 18 th Floor, The Scalpel 52 Lime Street London EC3M 7AF Investment Manager and AIFM (Alternative Investment Fund Manager) Acorn Asset Management Ltd (Acorn) 6 th Floor, Two Tribeca Tribeca Central, Trianon 72261 Mauritius Investment Adviser Ashoka WhiteOak Capital Pte. Ltd 3 Church Street 22-04 Samsung Hub Singapore 049483 Company Secretary & Administrator JTC (UK) Limited 18 th Floor, The Scalpel 52 Lime Street London EC3M 7AF Corporate Broker Marex Financial 155 Bishopsgate London EC2M 3TQ Previously Ellora Capital Partners LLC, now part of Marex. Bankers & Custodian HSBC Bank plc 8 Canada Square London E14 5HQ Bankers (GBP) Barclays Bank plc 1 Churchill Place London E14 5HP Legal Adviser Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH Auditors Ernst & Young LLP 25 Churchill Place Canary Wharf London E14 5EY Global Tax Adviser PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH Registrar Computershare Investor Services plc The Pavilions Bridgwater Road Bristol BS99 6ZZ Identification Codes for Shares SEDOL: BMZR7D1 ISIN: GB00BMZR7D19 EPIC: AWEM Legal Entity Identifier 254900Z4X5Y7NTODRI75 Notice of Annual General Meeting 2025 116 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 ASHOKA WHITEOAK EMERGING MARKETS TRUST PLC (Incorporated and registered in England and Wales with registered number 14732678) NOTICE IS HEREBY GIVEN that the second Annual General Meeting of Ashoka WhiteOak Emerging Markets Trust plc (the “Company”) will be held at 10.00 a.m. on Tuesday, 22 July 2025 at the offices of JTC (UK) Limited, The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF (the “Annual General Meeting” or “AGM”) for the transaction of the following business. Resolutions To consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 8 (inclusive) are proposed as ordinary resolutions and resolutions 9 to 11 (inclusive) are proposed as special resolutions: Ordinary Resolutions Ordinary Business 1. To receive and adopt the Annual Report and Financial Statements for the period ended 31 March 2025 together with the report of the Auditor thereon. 2. To receive and approve the Directors’ Remuneration Report (other than the part containing the Directors’ remuneration policy), set out on pages 56 to 60 of the Annual Report and Financial Statements for the period ended 31 March 2025. 3. To appoint Ernst & Young LLP as the Company’s auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company. 4. To authorise the Directors to determine the auditor’s remuneration. 5. To re-elect Martin Shenfield as a Director of the Company. 6. To re-elect Howard Pearce as a Director of the Company. 7. To re-elect Tanit Curry as a Director of the Company. Special Business 8. That the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”)), in addition to any existing authorities, to exercise all the powers of the Company to allot ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares”) up to an aggregate nominal amount of £72,348.65, representing 20% of the entire issued ordinary share capital of the Company as at 20 June 2025, such authority to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment of shares in pursuance of such an offer or agreement as if such authority had not expired, 117 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 and the Directors may allot the relevant shares in pursuance of such an offer or agreement as if such authority had not expired; Special Resolutions 9. That subject to the passing of resolution 8, in addition to any existing power under sections 570 and 573 of the Act but without prejudice to the exercise of any such power prior to the date hereof, the Directors be and are hereby empowered (pursuant to sections 570 and 573 of the Act) to allot Ordinary Shares and to sell Ordinary Shares from treasury for cash pursuant to the authority referred to in Resolution 8 above as if section 561 of the Act did not apply to any such allotment or sale, such power to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or agreement as if such power had not expired; 10. That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares provided that: a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 5,422,531 (representing 14.99 per cent of the issued Ordinary Share capital of the Company as at 20 June 2025 (being the latest practicable date prior to the publication of this notice of Annual General Meeting)); b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be £0.01; c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of (i) 5 per cent. above the average of the mid-market values of the Ordinary Shares for the five business days before the purchase is made; and (ii) that stipulated by the regulatory technical standards adopted by the UK pursuant to the UK Market Abuse Regulation from time to time; d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and e) the Company may make a contract to purchase its Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its Ordinary Shares in pursuance of any such contract. Notice of Annual General Meeting (continued) 118 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 11. That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days’ notice, provided that this authority shall expire at the conclusion of the Company’s next Annual General Meeting after the date of the passing of this resolution. Susan Fadil For and on behalf of JTC (UK) Limited Company Secretary 20 June 2025 18th Floor, The Scalpel, 52 Lime Street, London, United Kingdom, EC3M 7AF 119 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 Notes to the notice of Annual General Meeting (a) Any member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of that member. A member may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company but must attend the Annual General Meeting in order to represent his or her appointor. A member entitled to attend and vote at the Annual General Meeting may appoint the Chair of the meeting or another person as his or her proxy, although the Chair will not speak for the member. A member who wishes his or her proxy to speak for him or her should appoint his or her own choice of proxy (not the Chair of the meeting) and give instructions directly to that person. (b) A Form of Proxy which may be used to make this appointment and give proxy instructions accompanies this notice. Details of how to appoint a proxy are set out in the notes to the Form of Proxy. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact the Company’s Registrar, Computershare Investor Services PLC (“Computershare”) with the contact details found in Note (e). As an alternative to completing a hard copy Form of Proxy, proxies may be appointed electronically in accordance with Note (e) below. (c) To be valid, a Form of Proxy and (if required) the power of attorney or other written authority, if any, under which it is signed or a certified copy of any such authority, must be delivered to the Company’s Registrar, Computershare at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by 10.00 a.m. on Friday, 18 July 2025 or, if the Annual General Meeting is adjourned, not less than 48 hours (excluding any part of a day which is not a working day) prior to the adjourned meeting. To change your proxy instructions, you may return a new proxy appointment as set out above. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Computershare. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last received shall be treated as replacing and revoking the other or others. In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to Computershare at the address specified above. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The deadline for receipt of proxy appointments (see above) also applies in relation to a revocation notice. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified, then subject to Note (f) below, the proxy appointment will remain valid. (d) In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which Notice of Annual General Meeting (continued) 120 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior). (e) You may submit your proxy electronically at www.investorcentre.co.uk/eproxy. To do this, please register your proxy vote electronically by accessing our Registrar’s website www.investorcentre.co.uk/eproxy, using control number, Shareholder Reference Number (SRN) and PIN, all of which are available on the front of your Form of Proxy or within the email received from Computershare (if applicable). If you need help with voting, please contact Computershare on 0370 707 1491. Calls from outside the United Kingdom will be charged at the applicable international rate. Computershare can be contacted by phone 8:30 am to 5:30 pm (UK time), Monday to Friday (excluding public bank holidays in England and Wales). (f) If you are a person who has been nominated under section 146 of the Companies Act 2006 (the “Companies Act”) to enjoy information rights (“Nominated Person”), you do not have a right to appoint any proxies under the procedures set out in these Notes. However: • you may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (“Relevant Member”) to be appointed or to have someone else appointed as a proxy for the Annual General Meeting; or • if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of your investment in the Company remains the Relevant Member (or perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you. (g) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (“CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s (“EUI”) specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent Computershare Investor Services PLC (under CREST ID number 3RA50), no later than 10.00 a.m. on 18 July 2025, or, if the Annual General Meeting is adjourned, not less than 48 hours (excluding any part of a day which is not a working day) prior to the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the 121 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 CREST applications host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Group may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. (h) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. (i) Only those holders of the Company’s shares registered on the Register of Members of the Company as at 6.00 p.m. (UK time) on 18 July 2025 or, in the event that the Annual General Meeting is adjourned, on the Register of Members 48 hours (excluding any part of a day which is not a working day) before the time of any adjourned meeting, shall be entitled to attend and vote at the Annual General Meeting. Changes to entries on the Register of Members after this time shall be disregarded in determining the right of any person to attend and vote at the Annual General Meeting. (j) Voting on resolutions 1 to 11 will be conducted by way of a poll. As soon as practicable following the Annual General Meeting, the results of the voting will be announced via a regulatory information service and posted on the Company’s website. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on 18 July 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. (k) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting. (l) Under section 319A of the Companies Act, the Company must answer any question a member asks relating to the business being dealt with at the Annual General Meeting unless: Notice of Annual General Meeting (continued) 122 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 • answering the question would interfere unduly with the preparation for the Annual General Meeting or involve the disclosure of confidential information; • the answer has already been given on a website in the form of an answer to a question; or • it is undesirable in the interests of the Company or the good order of the Annual General Meeting that the question be answered. (m) Except as provided above, members who have general queries about the Annual General Meeting should write to the Company Secretary at the registered office set out above. (n) As at 20 June 2025 (being the latest practicable date prior to the publication of this Notice), the Company’s issued share capital comprised 36,174,329 ordinary shares and 50,000 management shares and the total number of voting rights in the Company was 36,174,329. Information regarding the number of shares and voting rights and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this Notice will be available on the Company’s website, https://awemtrust.com/. (o) Members may not use any electronic address provided either in this Notice of Annual General Meeting, or any related documents (including the Form of Proxy), to communicate with the Company for any purposes other than those expressly stated. (p) Under section 338 of the Companies Act, members meeting the threshold requirements set out in that section have the right to require the Company to give notice of a resolution which may properly be moved at the Annual General Meeting. Any such request, which must comply with section 338(4) of the Companies Act, must be received by the Company no later than six weeks before the date fixed for the Annual General Meeting. (q) Under section 338A of the Companies Act, members meeting the threshold requirements set out in that section have the right to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the Annual General Meeting. Any such request, which must comply with section 338A(4) of the Companies Act, must be received by the Company no later than six weeks before the date fixed for the Annual General Meeting. (r) Members satisfying the thresholds in section 527 of the Companies Act can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last annual general meeting, that the members propose to raise at this Annual General Meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company’s Auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the Annual General Meeting includes any such statement that the Company has been required to publish on its website. 123 Explanatory Notes to Resolutions Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period year 31 March 2025 ORDINARY RESOLUTIONS Resolutions 1 to 8 (inclusive) will be proposed as ordinary resolutions, which require more than 50% of the votes cast in order to be passed. Resolution 1: Receive the Annual Report and Financial Statements The Companies Act requires the directors of a public company to lay before the company in general meeting copies of the annual report, directors’ reports and its auditor’s report in respect of each financial year. These are contained in the Company’s annual report and financial statements for the financial period ended 31 March 2025 (the “2025 Annual Report”). Accordingly, a resolution to receive the 2025 Annual Report is included as an ordinary resolution. Resolution 2: Approve the Directors’ remuneration report The Directors’ remuneration report (other than the part containing the Directors’ remuneration policy) can be found on pages 56 to 60 of the 2025 Annual Report and is subject to an advisory vote by Shareholders, which is proposed as an ordinary resolution. It details the payments that have been made to Directors during the year, in accordance with the Company’s remuneration policy. The remuneration report will be presented to Shareholders on an annual basis. Resolutions 3 and 4: Appointment of Auditor and Auditor’s remuneration Resolution 3 relates to the appointment of Ernst & Young LLP as the Company’s Auditor to hold office until the conclusion of the next general meeting of the Company at which the accounts and reports of the Directors and Auditor are laid. This resolution is recommended by the Company’s Audit Committee and endorsed by the Board. Accordingly, it is proposed, as an ordinary resolution, to appoint Ernst & Young LLP as the Company’s Auditor. Resolution 4 authorises the Directors, upon recommendation from the Company’s Audit Committee, to fix the Auditor’s remuneration. The Directors note that no non-audit services were provided to the Company for the period ended 31 March 2025. Resolutions 5 to 7: Election of Directors The Company’s articles of association (the “Articles”) specify that at each annual general meeting, there shall retire from office any Director who shall have been a Director at each of the two preceding annual general meetings and who was not appointed or re-elected by the Company in General Meeting at, or since, either such Annual General Meeting. However, to comply with good governance practice each Director retired from office at the Company’s first Annual General Meeting and was elected by Shareholders. Thereafter, each Director will also be subject to annual re-election by Shareholders. Accordingly, each of the existing Directors will retire from office with effect from the conclusion of this Annual General Meeting and Martin Shenfield, Howard Pearce and Tanit Curry will stand for re-election by the Shareholders. Biographies of each member of the Board standing for election can be found on pages 39 and 40 of the 2025 Annual Report. The Directors believe that the Board has an appropriate balance of skills, experience, independence and knowledge of the Company and the sector in which it operates to enable it to provide effective strategic leadership and proper Explanatory Notes to Resolutions (continued) 124 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 guidance of the Company. The Board confirms that, following the evaluation process set out in the Corporate Governance Report on page 45 of the 2025 Annual Report, the performance of each of the Directors is, and continues to be, effective and demonstrates their respective commitment to the role. The Board believes, therefore, that it is in the interests of Shareholders that Martin Shenfield, Howard Pearce and Tanit Curry be re-elected. Resolution 8: Authority to Allot Shares This resolution deals with the Directors authority (in addition to any existing authorities) to allot Ordinary Shares generally and unconditionally in accordance with section 551 of the Companies Act up to an aggregate of 7,234,865 Ordinary Shares of £0.01 each in the capital of the Company (equivalent to 20% of the Ordinary Shares in issue at the date of this notice of Annual General Meeting), such authority to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution. Resolution 8 along with Special Resolution 9 as described below, intends to authorise the Board to allot shares in the capital of the Company and to grant rights to subscribe to, or to convert any security into shares on a non-pre- emptive basis. SPECIAL RESOLUTIONS Resolutions 9 to 11 (inclusive) will be proposed as special resolutions, which require a majority of at least 75% to be passed. Resolution 9: Disapplication of Statutory Pre-emption Rights This resolution seeks to provide the Directors with the power (in addition to any existing power) to allot Ordinary Shares and to sell Ordinary Shares from treasury for cash pursuant to the authority referred to in Resolution 8 above on a non-pre-emptive basis, such power to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution. Resolution 10: Market purchases of own shares This resolution seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 5,422,531 of its Ordinary Shares, being approximately 14.99% of the Company’s issued Ordinary Share capital as at 20 June 2025 (being the latest practicable date prior to the publication of this Notice). The resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under this authority. The authority will expire on the earlier of 15 months from the passing of the resolution and the Company’s next annual general meeting. The Directors believe that it is prudent to obtain the flexibility that this resolution provides; and will only exercise the authority to purchase Ordinary Shares where they consider that such purchases will be in the best interests of Shareholders generally and will result in an increase in earnings per Ordinary Share. 125 Ashoka WhiteOak Emerging Markets Trust plc Annual Report and Audited Financial Statements for the period ended 31 March 2025 The Company may either cancel any Ordinary Shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). The Directors currently intend to cancel all shares purchased under this authority. As at 20 June 2025, there are no outstanding options or warrants to subscribe for Ordinary Shares in the capital of the Company. Resolution 11: Notice period for general meetings Resolution 11 is to be proposed as a special resolution to allow the Company to hold general meetings (other than annual general meetings) on at least 14 clear days’ notice. The minimum notice period for general meetings of listed companies is 21 clear days, but companies may reduce this period to 14 days (other than for annual general meetings) provided that two conditions are met. The first condition is that the Company offers a facility for Shareholders to vote by electronic means. This condition is met if the Company offers a facility, accessible to all Shareholders, to appoint a proxy by means of a website. The second condition is that there is an annual resolution of Shareholders approving the reduction of the minimum notice period from 21 clear days to 14 clear days. If approved, the resolution will be effective until the end of the Company’s next Annual General Meeting, when it is intended that the approval be renewed. The Board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time sensitive. RECOMMENDATION ON RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING The Board is of the opinion that all resolutions being proposed at the upcoming Annual General Meeting are in the best interests of the Company and its Shareholders and therefore unanimously recommends that you vote in favour of resolutions 1 to 11 (inclusive). The Directors intend to vote in favour of these resolutions in respect of all shares in respect of which they have voting control, which amount in aggregate to 80,000 Ordinary Shares representing approximately 0.22% of the existing issued Ordinary Share capital of the Company as at 20 June 2025 (being the latest practicable date prior to the publication of this Notice). ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders are strongly advised to vote on the resolutions to be proposed at the Annual General Meeting in advance. To do this, you can appoint a proxy by using one of the methods set out in the notes to the Notice of Annual General Meeting on pages 119 to 122 of this document. Shareholders who hold their shares through an investment platform or other nominee service are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged on their behalf. Produced by www.blackandcallow.com
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.