Annual Report 2025
2 | The Scottish Oriental Smaller Companies Trust plc
Annual Report 2025
Annual Report 2025 | 1
Objective, Highlights and Performance 2
Strategic Report
Chairman’s Statement 3
Investment Management Team 5
Portfolio Managers’ Report 6
List of Investments at 31 August 2025 19
Environmental, Social and Governance ('ESG') Policy 20
Ten Year Record 21
Directors 22
Business Review 23
Section 172 Statement 26
Principal Risks and Uncertainties 28
Governance
Directors’ Report 30
Report of the Audit Committee 33
Directors’ Remuneration Report 35
Corporate Governance 39
Statement of Directors’ Responsibilities 42
Financial Statements
Report of the Independent Auditor 43
Income Statement 49
Statement of Financial Position 50
Cash Flow Statement 51
Statement of Changes in Equity 52
Accounting Policies 53
Notes to the Financial Statements 55
Shareholder Information
Glossary of Terms and Alternative Performance Measures 66
Notice of Annual General Meeting 69
Information for Investors 75
Company Information 76
Contents
Company Website
2 | The Scottish Oriental Smaller Companies Trust plc
The investment objective of The Scottish Oriental Smaller Companies Trust plc (the 'Company' or 'Scottish Oriental') is to achieve
long-term capital growth by investing mainly in smaller Asian quoted companies.
Financial Highlights
Total Return Performance for the year ended 31August 2025
Net Asset Value
A
(1.6)% MSCI AC Asia ex Japan Small Cap Index (£) 8.2%
Share Price
A
3.5% MSCI AC Asia ex Japan Index (£) 16.6%
Final dividend of 2.9p per share FTSE All-Share Index (£) 12.6%
Summary Data at 31August 2025
Shares in issue 115,116,330 Shareholders’ Funds £381.9m
Net Asset Value per share 331.7p Market Capitalisation £345.3m
Share Price 300.0p Share Price Discount to Net Asset Value
A
9.6%
Ongoing Charges Ratio
AB
0.99% Active Share (MSCI AC Asia ex Japan Small Cap Index)
C
97.7%
Ongoing Charges Ratio (excluding performance fee)
AB
0.99%
A
Alternative Performance Measure.
B
No performance fee is payable for the year ended 31 August 2025 (2024: £98,000), please refer to note 2 on page 55 for more details.
C
The Active Share ratio figures illustrate the extent to which The Scottish Oriental Smaller Companies Trust plc’s portfolio differs from the index; 100 per cent would
indicate that there is no overlap whatsoever.
A Glossary of Terms and Alternative Performance Measures is provided on pages 66 to 68.
Total Return Performance
Since 28March 1995*
% Growth (rebased to 100 as at 28 March 1995)
1000
800
600
400
200
100
80
60
40
Scottish Oriental NAV
Scottish Oriental Share Price
MSCI AC Asia ex Japan Small Cap Index
†
MSCI AC Asia ex Japan Index
2000
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
* The date on which the Company was launched
†
The MSCI AC Asia ex Japan Small Cap Index was launched on 1 June 2007, growth shown prior to this is an estimate based on the historical results of the
companies in the index
Investment Objective
Annual Report 2025 | 3
Strategic Report Governance Financial Statements Shareholder Information
Chairman’s Statement
I am pleased to present the Annual Report of the Company
for the year ended 31 August 2025, my fourth as Chairman.
Investment Performance
During the year under review the Company’s Net Asset Value
(‘NAV’) Total Return decreased by 1.6 per cent. This was
disappointing compared to the returns of the MSCI AC Asia
ex Japan Small Cap Index, the MSCI AC Asia ex Japan Index,
and the FTSE All-Share Index which were 8.2 per cent, 16.6 per
cent and 12.6 per cent respectively during the same period.
The Company’s share price rose by 2.0 per cent during the
period under review, which, including the dividend, produced
a Share Price Total Return of 3.5 per cent.
In the year to 31 August 2025, Asian equity markets were
positive overall but volatile, with performance led by a
narrow group of larger technology stocks, particularly in
China. This concentration of returns was also a theme
within smaller companies where those exposed to the
semi‑conductor and artificial intelligence sectors did
particularly well in the second half of the year. While this
backdrop proved challenging, our Portfolio Managers — who
are bottom-up investors — remained focused on identifying
well-run businesses with strong competitive advantages and
the ability to deliver attractive returns on capital. Market
volatility during the year provided opportunities to add to
such quality companies at more appealing valuations, even
if these investments have yet to be reflected in short‑term
market performance. We remain confident that smaller,
well-managed Asian companies offer compelling long-term
potential, particularly where they are supported by powerful
structural and demographic growth trends.
In their report starting on page 6, the Portfolio Managers
provide an interesting review of the history of the Company
which explains how the portfolio has evolved since the
launch of the Company, and the challenges which they have
faced. Whilst they do highlight mistakes over this period,
these mistakes have helped the Portfolio Managers to
learn and identify potential “red‑flags” ahead of any new
investment. Despite the challenges faced, the Company has
been one of the top performing investment trusts since its
launch in 1995
1
.
I would encourage shareholders to keep up to date on the
performance of the portfolio through the Company’s website
at www.scottishoriental.com.
Discount Management
Although investment performance has not been as strong as
in previous years, it is welcome to report that the share price
discount to NAV had substantially narrowed to 9.6 per cent as
at 31 August 2025 (31 August 2024: 14.0 per cent).
During the year, the Company bought back 2,772,500
2
ordinary
shares representing 2.4 per cent of shares in issue as at
31August 2024. The Company’s average discount during the
period was 14.2 per cent (2024: 14.5 per cent). The Board
continues to use discretion to re-purchase shares in the
market in order to help manage both the level and volatility of
thediscount.
Since the year end the Company’s discount has widened
to 13.1per cent and the Company has increased the
rate and quantum of buybacks, repurchasing a further
1,235,848shares.
Marketing
The Board, together with the Investment Manager, place
emphasis on raising the Company’s profile and engaging
effectively with both existing and potential shareholders
through a proactive marketing campaign.
Building on the progress achieved under the refreshed
marketing strategy a further phase of the marketing
campaign went live in October 2025. This phase will continue
to raise awareness of the Company with a focus on print
and digital media across various target publications such
as FT, Yahoo Finance, Reddit, The Telegraph, The Times and
Investors Chronicle.
Both the Board and the Manager are committing additional
resources to support the ongoing marketing activities with
the aim of attracting new shareholders.
Revenue and Final Dividend
The Company’s revenue earnings have decreased from
5.55p per share to 4.51p per share. Although revenue has
decreased, it has remained strong enough to allow the
Board to propose an increased final dividend of 2.9p per
share (2024: 2.8p
2
). Following a reduction in special dividends
received in the year to 31 August 2025 the Board proposes a
reduced special dividend of 0.5p per share (2024: 1.6p
2
). The
final and special dividends will be paid on 6February 2026 to
shareholders on the register as at 9January 2026.
1
AIC – The 50 investment trusts that would have made you an ISA millionaire
2
Adjusted for the five‑for‑one share split
4 | The Scottish Oriental Smaller Companies Trust plc
Share Split
At the Company’s Annual General Meeting held on 29January
2025, shareholders approved a five for one share split. The
Company’s share price had risen to £14.65 (as at 29January
2025) and the share split was implemented with the aim
of assisting monthly savers and those who reinvest their
dividends or are looking to reinvest smaller amounts. In
addition, the share split should improve liquidity in the
Company’s shares to the benefit of all shareholders.
Board Composition
The Board’s composition is undergoing a planned period of
transition to ensure continuity and ongoing effectiveness.
Having advised that she will be unable to continue to
devote the necessary time to Board duties due to family
commitments, Uma Bhugtiar retired from the Board on
28October 2025. Andrew Baird, who has served on the Board
since June 2017, will retire in June 2026. To ensure succession
planning is implemented in a phased manner, I, as Chairman,
having served on the Board since March 2017, intend to retire
in June2027.
The Board has commenced a recruitment process to identify
and appoint suitably qualified successors in advance of these
planned retirements, to maintain an appropriate balance
of skills, experience and independence. An update on this
process will be provided in due course.
Annual General Meeting
The Annual General Meeting (‘AGM’) of the shareholders of
the Company will be held on Wednesday, 28 January 2026 at
the offices of Juniper Partners, 28 Walker Street, Edinburgh at
12.15pm. The Board looks forward to meeting as many of you
as possible who can attend the meeting in person.
As always, the Board welcomes communication
from shareholders throughout the year, and I can be
contacteddirectly through the Company Secretary at
cosec@junipartners.com.
Jeremy Whitley
Chairman
11 November 2025
Chairman’s Statement cont’d
Annual Report 2025 | 5
Strategic Report Governance Financial Statements Shareholder Information
The Scottish Oriental Smaller Companies Trust plc is managed by FSSA Investment Managers, part of First Sentier Investors,
which is a member of Mitsubishi UFJ Financial Group, a global finance group. FSSA Investment Managers is a trading name for
First Sentier Investors (UK) Funds Limited which is authorised and regulated by the Financial Conduct Authority.
Sreevardhan Agarwal
Lead Manager
Sreevardhan Agarwal joined FSSA Investment Managers in 2014. As well as being the
Company’s lead portfolio manager, Sreevardhan is the lead portfolio manager of the
FSSA Asia Pacific All‑Cap strategy and the Indian Subcontinent Strategy. His portfolio
management and research focus is on Asian smaller-companies and Indian equities. He
graduated from the National University of Singapore with a Bachelor’s degree in Business
Administration (specialisation in Finance).
Martin Lau
Deputy Manager
Martin Lau is a Managing Partner of FSSA Investment Managers and the Company’s
Deputy Manager. He has been with the team for over 20 years, starting with the firm as
Director, Greater China Equities, in 2002. Martin is the lead manager of a number of First
Sentier funds, based in Hong Kong. He has more than 24 years of investment experience
and graduated from Cambridge University with a Bachelor of Arts degree and a Master’s
degree in Engineering. He is also a CFAcharterholder.
Investment Management team holdings in the Company
At the date of signing this report members of the FSSA team own 3,227,305 shares (2024: 3,015,775
1
) in the Company.
1
Adjusted for the five‑for‑one share split
Investment Management Team
6 | The Scottish Oriental Smaller Companies Trust plc
Portfolio Managers’ Report
In this report, we address the following topics:
Company Performance
History doesn’t repeat, but it rhymes
Recent Portfolio Activity
Ten Largest Investments as at 31 August 2025
Sector & Geographic Analysis
Portfolio Outlook
1. Company Performance
Scottish Oriental’s performance was disappointing over the past year. Its net asset value fell by 1.6%, compared to a gain of
8.2% in the MSCI AC Asia ex Japan Small Cap Index. In particular, during the second half of the reporting period (subsequent to
“Liberation Day” in the United States of America), we witnessed a sharp concentration in returns favouring semiconductor and
artificial intelligence related companies in Taiwan, Korea and China. The Trust’s exposure to these sectors is low. In contrast,
smaller companies in India, Indonesia and the Philippines, particularly those in the consumer sectors, did not keep pace with
the returns delivered by the index. This trend of weak relative performance for Scottish Oriental has persisted subsequent to
the reporting period as well.
Over the thirty years during which the Trust has operated, we have witnessed similar periods of exaggerated expectations,
particularly during times of technology change. The investment philosophy and process which guide our portfolio decisions
remain unchanged.
We continue to spend our time meeting companies across markets, with recent visits to all the Asian economies to which
the Trust is exposed. These visits have led to robust idea generation across a range of sectors. Scottish Oriental’s portfolio
comprises a group of market-leading businesses in under-penetrated categories. These companies are led by experienced
management teams, operate in large addressable markets with significant growth opportunities and have a track record of
earning high returns on capital employed (ROCE) based on disciplined capital allocation. We are excited about their potential
to emerge as the large companies of the future.
Top Five Contributors
Company Country Sector
Absolute Return
(Sterling) %
Contribution
Performance %
NetEase Cloud Music China Communication Services 180.2 3.8
DPC Dash China Consumer Discretionary 28.7 2.3
Uni-President China China Consumer Staples 37.4 1.9
JNBY Design China Consumer Discretionary 58.6 1.9
Radico Khaitan India Consumer Staples 35.3 0.6
Annual Report 2025 | 7
Strategic Report Governance Financial Statements Shareholder Information
The key contributors for Scottish Oriental’s performance include:
NetEase Cloud Music is the second-largest online music platform in China, and is part of an attractive duopoly with Tencent,
the market leader, which gives both firms strong pricing power. The company reported strong growth in profits in 2025 thanks
to an increasing number of paying subscribers. Non-subscription music revenue also grew, due to a rise in digital album sales,
but revenue from other areas, such as social entertainment services, declined. The company is optimising its strategy to focus
on its core music business, where we see further revenue upside potential, as a result of the platform’s young user base and
high retention rate.
DPC Dash is the exclusive franchise operator of Domino’s Pizza in China. Its shares rose this year owing to strong store
profitability, which exceeded analyst expectations. The company continued to show strong momentum in new openings, adding
190 stores in the first half of the year. DPC Dash now operates more than 1,000 stores across China and boasts increasing brand
recognition and customer loyalty.
“ During 2024, we strategically accelerated our
expansion while maintaining our relentless focus on
operational excellence and profitability. According
to Frost & Sullivan, Domino’s Pizza is now ranked
second nationally based on 2024 pizza sales in
China… In January 2025 alone, we entered six new
cities, demonstrating continued momentum in
our expansion strategy. While the consumption
environment in China remains dynamic, we believe
our proven business model and operational
experience position us well to move forward.”
Frank Paul Krasovec, Chairman; Aileen Wang, CEO
DPCDash Annual Report, 2024
Uni-President China, which operates leading instant
noodle and beverage brands in China, rose after reporting
consistent growth led by stronger distribution and market
share gains compared to its leading competitor.
JNBY Design is the leading premium fashion apparel retailer
in China. The company’s shares rose after it posted an
increase in revenues and profits. JNBY continued to benefit
from the strength of its product portfolio, which encompasses
diverse brands that cater to different demographics, and
from customers enrolled in its annual membership scheme.
Radico Khaitan is one of the largest spirits companies
in India, whose flagship product, Magic Moments, is
the leading vodka brand in the country. Its shares rose
after it reported strong sales and market-share gains
despite subdued consumer sentiment in its domestic
market. The company also shared an optimistic outlook
for its portfolio of premium-brand spirits, driven by
ongoing premiumisation and demographic tailwinds.
“ Structurally, the industry is undergoing a significant
transformation, driven by rising affluence, evolving
consumer preferences and regulatory progress.
Premium, craft and heritage spirits are gaining ground,
supported by an expanding modern retail footprint...
Radico Khaitan is well positioned to lead this next
phase with a strong brand portfolio, operational
excellence and consumer-centric innovation.”
Lalit Khaitan, Chairman and Managing Director
RadicoKhaitan Annual Report, 2025
8 | The Scottish Oriental Smaller Companies Trust plc
Portfolio Managers’ Report cont’d
Top Five Detractors
Company Country Sector
Absolute Return
(Sterling) %
Contribution
Performance %
Colgate-Palmolive (India) India Consumer Discretionary -40.1 -2.1
Philippine Seven Philippines Consumer Staples -31.6 -1.5
Uni-Charm Indonesia Indonesia Consumer Staples -55.9 -1.0
Whirlpool of India India Consumer Discretionary -46.6 -0.7
Kansai Nerolac Paints India Materials -24.3 -0.7
Colgate-Palmolive (India) is the leader in oral care in India.
After a period of exceptional performance, the company’s
shares declined in 2025 due to greater competition and
concerns about its growth in light of the challenging
demand environment. However, the company maintains
a solid franchise with high barriers to entry. It is currently
working on a reformulation of key products such as Colgate
Strong Teeth toothpaste, which will provide higher efficacy
and improved taste and should help drive improvements
in sales growth. The recent reduction in Goods & Services
Tax in the oral care category is likely to improve product
affordability and support a revival in demand.
Philippine Seven is the exclusive franchise operator for
7-Eleven stores in the Philippines. The company’s shares
declined after it reported disappointing earnings results.
Same-store sales fell due to a mixture of factors, including
a disruption to the real estate market in Metro Manila, and
a problem with the e-wallet system used by the chain’s
payments partner. Seasonal typhoons also had an impact in
July and August 2025. However, the group continues to expand
its store-count lead over its competitors, and we believe
the risk-reward looks compelling at current valuations.
Uni-Charm Indonesia has a dominant position in the sale
of sanitary products in Indonesia, led by the premium brand
positioning and technology of its parent, Unicharm Japan.
Thecompany reported a fall in revenues and profits in 2025,
asit grappled with increasing competition from local peers,
which engaged in aggressive distribution and pricing strategies.
Whirlpool of India has a strong position in several consumer
durable products in India, such as refrigerators, washing
machines and air conditioners. The company reported an
improvement in its profitability and market shares during the
year. However, its share price declined as its parent, Whirlpool
Corporation, announced a planned reduction in its stake in the
business, to de-leverage its balance sheet.
Kansai Nerolac Paints is a leading Indian manufacturer of
decorative paints and industrial and automotive coatings.
Thecompany registered disappointing sales in its decorative
paints business due to subdued consumer sentiment,
increased competition, and operational disruptions in the north
of the country amid geopolitical tensions between India and
Pakistan. However, the company’s longer-term prospects look
bright, particularly in its automotive and industrial businesses,
whichcontinue to benefit from ongoing premiumisation trends
inIndia.
“ Geopolitical tensions continue to present potential
risks, impacting supply chains and raw material
sourcing. In this context, strategic foresight and
operational agility will be critical in ensuring business
continuity and building long-term resilience….
Despite existing challenges, the paint industry is
well positioned for sustained growth as it adapts its
strategies to leverage emerging opportunities in both
urban and rural markets.”
Pravin Chaudhari, Managing Director
KansaiNerolacPaints Annual Report, 2025
Annual Report 2025 | 9
Strategic Report Governance Financial Statements Shareholder Information
2. History doesn’t repeat, but it rhymes:
30 years of investing in Asian Smaller Companies
As 2025 marks the thirtieth anniversary of the founding of
Scottish Oriental, this is a good time to look back at the
history of the Trust and the factors that have helped and
hindered our investments in Asian smaller companies during
the period.
Over the past three decades, Asia has transformed beyond
recognition. The Trust has witnessed the currency collapses
of the Asian Financial Crisis, the tech-driven boom and bust
of the dotcom era, the upheavals of the Global Financial
Crisis, and the wrenching dislocations that followed the
outbreaks of SARS and Covid-19. We have watched China’s
ascent to become a technological superpower and India’s
emergence as a regional growth engine.
While these events have posed challenges, they have also
created immense opportunities. As bottom-up investors,
weare constantly on the lookout for well‑run businesses
with strong competitive advantages and the ability to deliver
attractive returns on capital. In this section, we review the
evolution of the portfolio since 1995 and lessons we have
learnt from managing the Trust’s assets through periods of
both profound crisis and robust growth. At a time when hype
around new technology is once again fuelling an investor
frenzy, the past may well prove to be a useful guide.
1995-1999: After launch, an immediate test
When Scottish Oriental was established in March 1995,
the investing landscape in Asia looked very different
from today. Hong Kong was still a British colony, with
the China handover still two years away. Markets that
have since become mainstays of global investment
portfolios – including mainland China, India, South
Korea and Taiwan – were difficult for foreign equity
investors to access. Others, including Vietnam, Pakistan
and Bangladesh, were closed to foreigners altogether.
This context shaped how the Trust deployed its initial
£23.7 million in capital. Hong Kong and Singapore, which
boasted relatively well-developed stock markets and a
growing number of listed smaller companies, received
the bulk of the investment. By contrast, mainland China
and India combined accounted for a mere 1.6% of the
portfolio by the close of the Trust’s first financial year.
At this early stage, the portfolio was spread across a
large number of holdings – over 100 in total – partly
as a way to diversify risk at a time when many smaller
Asian firms had short trading records and had yet
to be tested in difficult market conditions.
We did not need to wait long for such conditions to arrive.
In July 1997, the Thai government, grappling with a widening
current account deficit, was forced to sharply devalue the
baht. This move catalysed the Asian Financial Crisis. Onthe
eve of the crisis, 18% of Scottish Oriental’s investment
portfolio was held in Thailand, and more than 55% in the
broader Southeast Asian region. Net asset value plunged
57.3% in the 1998 financial year. But the investment team’s
long-term, fundamentals-orientated philosophy came
into its own amid the fallout, as opportunities emerged
to buy strong companies at a discount. “For those willing
to trawl the regional markets for smaller fry, there are
exceptional bargains to be found,” portfolio managers
wrote in their yearly review, pointing to their confidence
in the high-quality management teams among holdings.
“When the economic recovery comes – and it will – we
expect that profit growth and subsequent stock market
re‑ratings will astound even the most optimistic investor.”
The following year, a rebound in the value of the Trust’s
holdings bore this prediction out: net asset value rose by
112%, and the share price by 145%. The crisis had proved a
useful stress-test, not just of the Trust’s nascent portfolio,
but of the wider universe of smaller Asian companies.
2000-2004: From the dotcom bubble to the China boom
By 2000, Asian markets were frothy with investor
exuberance once again. The excitement surrounding
Silicon Valley Internet companies spilled over into
Asia, with sharp rises in the valuations of tech-related
stocks, particularly those in India and Taiwan.
10 | The Scottish Oriental Smaller Companies Trust plc
Portfolio Managers’ Report cont’d
The dotcom bubble burst in March of that year, when the US
tech index corrected and the value of many popular internet
stocks collapsed, contributing to a US recession over the
subsequent months. Global growth slowed and Asian markets
fell sharply, but Scottish Oriental preserved capital, largely
thanks to disciplined stock selection. Holdings in companies
exposed to domestic consumption, which remained resilient
across the region were major contributors to overall returns.
We also began to find more attractive opportunities in India,
where corporate governance was improving and smaller
companies were starting to benefit from trends such as the
rise in service‑sector outsourcing among large Western firms.
2005-2009: A focus on resilience
By the time of the Trust’s tenth anniversary in 2005,the
investment team observed positive longer-term structural
developments such as a fall in corporate debt anda
flourishing dividend culture in many parts of Asia.
Nevertheless, valuations were becoming steep.
By August 2007, the Portfolio Manager’s Review was
questioning “the investment community’s appetite for risk” in
the face of “the deteriorating outlook for America’s sub-prime
debt market”. That year, the Trust sold shares in several
Chinese companies on fundamental valuation grounds, mostly
those with exposure to the US economy. “In its pursuit of
capital preservation as well as growth, the Trust’s Board and its
Investment Manager have always accepted that it is sometimes
necessary to forego short‑term gains,” as the Review put it.
Over the following two years, as the Global Financial Crisis
engulfed the world’s markets, the investment team strived to
maintain its focus on companies with robust franchises and
low debt burdens. Scottish Oriental’s enduring commitment
to consumer‑facing firms in Southeast Asia through this
challenging time reflected our belief that citizens, companies
and policymakers in the region had learned valuable
lessons from the Asian Financial Crisis. Having suffered
through that episode, households had generally kept their
savings high and their debts low; companies, too, were
far less leveraged than they had been a decade earlier.
The portfolio’s exposure to these kinds of firms was a factor
in the Trust’s outperformance when market sentiment
turned in 2009. Scottish Oriental’s net asset value increased
20% that year (compared with a rise of 9% for the MSCI Asia
ex-Japan Index and 19.2% for the MSCI Asia ex-Japan Small
Cap Index), with holdings in Thailand, Malaysia, Indonesia
and the Philippines among the positive contributors.
2010-2014: A pivot to India
Companies in Taiwan and South Korea began to account
for a larger proportion of the portfolio during this
decade. The most significant shift, however, was the
increase in the Trust’s allocation to India, which leapt
from 1.5% of the portfolio in 2012 to 10.7% in 2013.
While the Portfolio Manager Review of that year noted
increasing appetite across the country for much-
needed political reforms, the rise in India exposure
was not a “topdown” bet on the direction of the Indian
economy. Asalways, the Trust’s asset allocation was
a function of the investment team’s stock selections,
and we had begun to identify numerous high-quality
Indian franchises that would be able to prosper even
in the event that GDP growth remained soft.
2015-2019: Consolidation of the portfolio
This period saw a gradual shift in the portfolio, away
from mature economies in ASEAN to India, Indonesia,
Philippines and China. Many consumer companies
had reached expensive valuations after many years
of strong consumer spending in the Association of
Southeast Asian Nations (ASEAN) region; around this
time, we also noticed declining earnings growth among
firms with operations in important markets such as
Singapore and Malaysia, as these economies matured.
Steering clear of such value traps, we began to consolidate
our Southeast Asia holdings into higher-conviction
investments in Indonesia and the Philippines. These markets
had much lower penetration levels across categories which
provided companies with a stronger runway for growth.
Troubled by a rise in debt across the region in these
volatile circumstances, we prioritised investments in
companies with net-cash balance sheets and paid careful
attention to firms that looked at risk of being caught in the
geopolitical crossfire. We undertook an in‑depth review
of the portfolio in 2019, stepping up our meetings with
management teams to assess their fitness for purpose in
an increasingly challenging macroeconomic environment.
In cases where we couldn’t build true conviction in a
company’s prospects, we opted to divest. The Trust’s
portfolio was also consolidated significantly, with the share
of the top ten and twenty holdings increasing consistently,
following increased conviction in their prospects.
Annual Report 2025 | 11
Strategic Report Governance Financial Statements Shareholder Information
2020-2024: The pandemic and recovery
Like many crises, the Covid-19 pandemic happened gradually,
then suddenly. Rumours of a virus circulating in central
China quickly gave way to global panic, as governments
around the world imposed movement restrictions to curb
transmission. In most cases, the testing conditions of the
pandemic reassured us of the strengths of key holdings,
and we saw opportunities to deploy the dry powder we had
built up before the crisis hit. While movement restrictions
in India, Philippines and Indonesia continued to affect our
investments in those markets into 2022, the broader portfolio
performed well in both absolute and relative terms between
2021 and 2024. As the crisis eased and economies reopened,
we resumed in-person meetings and spotted an increasing
number of interesting opportunities in China, where
some smaller companies were showing an ability to grow
consistently through gaining market share despite the weak
performance of the Chinese economy. Examples included
DPC Dash, the exclusive franchise operator of Domino’s Pizza
in China, and online music platform NetEase Cloud Music.
We funded these purchases partly by selling some of
our Indian holdings, which had risen to unreasonably
high valuations. Although India continued to be the
portfolio’s top country exposure, we also added
some geographic diversification, taking advantage of
greater flexibility in the Trust’s mandate to acquire
our first, small position in New Zealand in 2024.
Staying the course: 2025 and beyond
Comparing the Trust’s holdings in 2025 with its first
investments in 1995, it’s difficult not to be struck by
the differences. Thanks to our efforts to consolidate
into higher-conviction holdings, there are now just
55 companies in the portfolio, down from over 100 in
1995, and the top 10 investments account for 40% of
shareholders’ funds, compared with just over 22% three
decades ago. Exposure to mainland China and India
has risen from 2% to over 60%, reflecting the staggering
economic expansion and rapid pace of new company
formation in these countries over the last 30 years.
Despite the changes, the Scottish Oriental portfolio
remains the outcome of the same bottom-up, long-term,
conservative methodology that has driven the Trust’s
investments since the beginning. The rationale behind our
holdings – businesses that are well managed by executives
with whom we feel aligned as minority shareholders, many
of them strong franchises in under-penetrated consumer
categories with long runways for growth – would have been
immediately recognisable to the Trust’s first investment
team three decades ago. While the investment philosophy
and process remain unchanged, the economic landscape
in Asia is evolving rapidly. This is creating opportunities
for the Trust. Some of these changes are detailed below.
(1) The consumer landscape across the region is evolving.
As per-capita incomes in the region have grown,
consumers in large Asian economies such as China
and India are rapidly shifting from consumer staples
to more discretionary forms of consumption. This
has led to rapid growth in domestic travel, leading
to Atour Lifestyle expanding its network of managed
hotels in China. InIndia, the property cycle remains
robust, with aspirational consumers buying their first
homes. This is leading to robust growth in demand
for air-conditioners, paints and wires & cables, which
has been a tailwind for companies including Blue
Star, Akzo Nobel and KEI Industries. Therecent
initiative of the Indian government to reduce
indirect taxes across several consumer categories
is expected to spur consumption in the country.
(2) The changes in global supply-chains started with
the inception of the trade tensions in 2018 and have
accelerated recently. Over this period, manufacturers
in Asia have invested in technology, expanded their
product portfolios and used their cost‑efficiency to
enhance their competitiveness. They are also using
their market-leadership in their domestic businesses
as a launchpad to build larger operations globally. This
includes companies such as Hongfa Technology, which
has emerged as the market leader in manufacturing
relays, Airtac International, one of the largest pneumatic
component manufacturers in China, and Haitian
International, the world’s largest manufacturer of
plastic injection moulding machines. As their customers
navigate a more complex trade situation by optimising
their manufacturing footprint, these companies are
gaining market share in their respective categories.
12 | The Scottish Oriental Smaller Companies Trust plc
(3) A marked shift has been the increasing technological
intensity among enterprises and the daily lives of
consumers. This has thrown up several opportunities
for us. It includes the emergence of new consumer
platforms, such as NetEase Cloud Music, a leading music
streaming platform in China which has built a strong
proposition for younger consumers. The proliferation of
consumer hardware and penetration of technology into
areas such as automotive and industrial applications,
has also created tailwinds for companies such as Silergy
and Sporton International, which have strong positions
in different parts of the value-chain from designing
integrated circuits to testing consumer products.
Enterprises have also required increased support as they
navigate changes in the technology landscape, from the
emergence of digital applications to the transition to
cloud-based technology infrastructure. FPT in Vietnam
has built a leading position in helping Japanese
enterprises adapt to these emerging technologies, which
it is now using to expand to other large global markets.
An equally relevant aspect of the Trust’s evolution over the
past thirty years is the mistakes we have made. While painful,
the lessons learnt from these have helped to strengthen
our investment process and informed our portfolio
constructiontoday.
Learning the lessons: Three big investment mistakes
While there is much to be proud of in our record of managing
Scottish Oriental’s portfolio since 1995, we must also
acknowledge some significant investment mistakes over the
last 30 years. Looking back, these have tended to fall into
three broad categories.
First, investing in companies with a limited track record. While
we prefer to invest in firms that have proven their ability to
generate cashflows and deliver returns on capital over the
long term, we occasionally make exceptions where we see
emerging opportunities. But this has led to some missteps.
The most relevant example here is India’s Solara Active
Pharma, in which we took a stake in 2021. The opportunity
for the company was to supply active pharmaceutical
ingredients to large global customers, who were looking
for alternative supply sources due to the shutdowns in
China during the pandemic. Due to the company’s limited
track record, we were unable to assess the extent of
exceptional demand they were witnessing. As the Covid-19
related restrictions eased, demand moderated back to
historical levels. Only a matter of months later, the company
reported a decline in sales, owing to oversupply of its main
product; it also wrote down the value of its inventory.
The lesson we have learnt is that to avoid investing in
newly listed companies unless we have spent a few
years observing the track record of the business and
the management team. As a result, we started engaging
with the management of Niva Bupa Health Insurance in
2021, three years before the business listed in India. Our
engagements with its management team, reference checks
with competitors, discussions with its existing shareholders
as well as retired members of its Board of Directors helped
us gain conviction in the long-term opportunity for health
insurance in India, the strong pedigree of its management,
as well as the support from Bupa, its largest shareholder.
This allowed us to participate in its Initial Public Offer in 2024
and we have added to the Trust’s holdings subsequently.
Second, investing in companies that expand too aggressively,
taking on too much debt. As long-term investors, we tend
to prefer firms that can deliver steady organic growth over
many years, rather than those that chase outsized returns
in the short term, but we have on occasion mistaken
the latter for the former. One such company was Ezion
Holdings, anengineering procurement and construction
(EPC) business operating in the oil & gas industry. The
management had used debt to expand its operations. When
oil prices declined in 2015, many of its customers delayed
payments, leading to a stretched working capital position
and further increase in Ezion’s debt levels. While we exited
the holding before its financial position deteriorated,
the lesson learnt was to avoid owning businesses with
leveraged balance sheets. Thisremains a key tenet of our
investment process, and almost all of Scottish Oriental’s
portfolio companies today operate with net-cash balance
sheets. This allowed the Trust’s holdings to gain market
share during periods of disruption such as the Covid-19
pandemic, as their smaller competitors with stretched
balance sheets are often unable to survive such periods.
A related mistake is picking the wrong owners and managers.
Due diligence on management teams is a key pillar of our
investment approach. Having built strong networks across
the region, we routinely meet not only the senior executives
of prospective holdings, but also their suppliers, customers,
competitors and distributors, in the interests of building a
rounded picture of the reputation of management teams.
Portfolio Managers’ Report cont’d
Annual Report 2025 | 13
Strategic Report Governance Financial Statements Shareholder Information
This doesn’t mean we always make the right calls. We have
occasionally misjudged management quality in our haste
to take advantage of a seemingly unmissable opportunity.
For instance, we initiated a position in Philippines cement
producer Cemex Holdings in 2017. The main problem was
a lack of alignment with the company’s management. This
included their decision to avail of a US$75m revolving
credit facility from a related party to the company and
an unjustifiably hefty 5% annual royalty being extracted
from the business by its parent. Following this experience,
we became increasingly proactive about engaging with
management teams through letters on issues ranging from
the composition of their Board of Directors to remuneration
policies, environmental practices and capital allocation
issues. Through these engagements, we observe the
approach of the owners and managers in dealing with
their stakeholders. In some cases, such as Century Pacific
Food in the Philippines, ourconviction in the quality of
stewardship of the management was strengthened by our
engagement on issues including related party transactions,
environmental and social practices. The company’s majority
owners agreed to inject a privately owned business, at
book value, into the listed company to enhance alignment
with minority shareholders. Our subsequent engagements
on their environmental and social practices, including
the risks of modern slavery in the fisheries supply chain,
also convinced us of their willingness to look beyond
the immediate quarters to issues which can impact the
company’s social license to operate over the long term.
Given the substantial growth opportunity in its categories
as well as the quality of its management team, we added
to the Trust’s holding in the company. Wecontinually
engage with each of the Trust’s portfolio companies on
issues of strategic relevance. These engagements also
help us build strong relationships with their leadership
teams and aid us in our decision making process.
3. Recent Portfolio Activity
The team undertook a busy programme of research visits to
Asian countries this year. We identified particularly attractive
opportunities in China, where valuations continue to look
relatively cheap despite an upturn in market performance
in 2025 following government efforts to strengthen the
economic recovery via policies to support consumer demand.
The team also found attractive buying opportunities in other
markets including India, Taiwan and Australia.
Among the China additions was Haitian International, the
global market leader in plastic injection moulding machines.
The company’s long-term track record is decent, and strong
recent orders suggest it is emerging from an industry down-
cycle. We believe continued domestic market share gains,
product upgrades and expansion into overseas countries –
where the company’s market share is currently small – could
fuel future growth.
Atour Lifestyle is a Chinese asset-light hotel management
company, which offers premium services to hotel franchisees.
Atour works with the franchisee to source new properties,
then sends two hotel managers to oversee the property,
instil premium services and deliver training to the rest of
the hotel staff. Atour has developed a membership program
to create a lower-cost distribution channel, passing on the
cost savings to both hotel guests (who benefit from lower
room prices) and hotel franchisees (in the form of lower
booking fees). This fosters greater loyalty to the Atour brand,
which attracts more guests and franchisees, resulting in a
natural flywheel effect. We believe Atour will continue to
benefit from a broader consumption upgrade trend in China
over the coming years, as travellers demand better rooms
andservices.
Stella Holdings is a Chinese manufacturer of shoes for
leading global brands, ranging from Nike to the luxury
conglomerate Louis Vuitton Moët Hennessy. The current CEO
is the nephew of one of the founders and has been leading
the firm since 2019. We think this generational change has
been positive, with the focus shifting from casual shoes to
sports, fashion and luxury segments, which have higher gross
margins and lower working capital needs. Our channel checks
indicate the firm’s culture is stable and risk‑aware. Valuations
are attractive, and the firm is returning cash to shareholders
via special dividends and buybacks.
14 | The Scottish Oriental Smaller Companies Trust plc
Voltronic Power is a leading Taiwanese original design
manufacturer of uninterruptible power supply (UPS) devices,
which provide backup protection for electronic equipment in
the event of a failure in the main power source. The company
has an exceptional culture and a strong track record of
execution, having successfully gained wallet share over
recent years thanks to its focus on good customer service
and the cost advantage it offers versus peers. Voltronic faces
limited direct competition and should continue to benefit
from a steady growth in demand.
Sporton International is a leading electromagnetic testing
company in Taiwan, focused on the mobile smartphone
and electronics industries. It has high market share in this
lucrative niche and is strongly cash generative, delivering
consistently high return on capital employed and offering
decent shareholder returns. The advent of augmented-reality
glasses and AI-powered devices could provide the company
with new opportunities for growth in the future.
Our India purchases included Niva Bupa Health Insurance,
a leading health insurance company that is majority owned
by Bupa. It has been consistently gaining market share in
the under-penetrated health insurance segment. India’s per
capita spending on health insurance is much lower than
other emerging economies – at US$22, compared with $126 in
Thailand, $155 in Mexico and $200 in China – which suggests
Niva Bupa should have a long runway for growth.
Godrej Agrovet Ltd is a diversified agricultural business in
India that has undergone strategic changes in recent years.
Now under new management, the company is taking steps
to simplify its operations and improve its return on capital
employed. Godrej is seeing especially strong growth in its
palm oil business, where it is planning to move away from
selling commoditised crude palm oil towards more value-
added products.
KEI Industries is a leading Indian cables and wires company.
The company started as an institutional / tender business,
which evolved into a diversified retail franchise. Its track
record of growth and return on capital employed has been
solid, while customer concentration has reduced and cash
conversion has improved. The company is now expanding
into high-voltage cables, which can be used in data centres
and electric-vehicle charging stations. We believe the quality
of the business has increased significantly in recent years,
and it still has room to grow.
Crisil Limited is the largest credit-rating agency in India,
majority owned by S&P Global. The company’s impressive
management has built the business over two decades
through astute M&A and organic expansion into new
segments. Today, 40% of Crisil’s profit derives from its
domestic ratings business, which is in a strong position and
should sustain steady growth and attractive profitability.
The remaining 60% derives from its global research
business, which faces tougher challenges in the short
term. Nevertheless, we are confident Crisil will be able to
successfully access new client segments such as commercial
banks and wealth managers in the US.
Unilever Indonesia has been the market leader in the
Indonesian fast moving consumer goods (FMCG) industry
for several decades. Ten years ago, it was a very successful
and highly rated company, and we owned it in the portfolio.
We sold after the company became complacent thanks to
its very high margins and market share. However, it is now
taking steps to improve its growth prospects in what is an
increasingly competitive consumer market in Indonesia, and
we were able to acquire a stake at an attractive valuation.
GT Capital is a Philippines conglomerate which owns a
majority stake in Toyota Motor Philippines and a significant
stake in Metropolitan Bank, as well as operations in
insurance, real estate and infrastructure. The owning family
has built up a decent track record of capital allocation
in challenging economic circumstances; several of the
company’s businesses enjoy strong market positions and
are set to benefit from steady growth. The family's overall
strategic approach is admirably conservative, and it has
undertaken significant deleveraging of the balance sheet in
recent years.
Mobile World Investment is a leading electronics retailer in
Vietnam. We have been impressed by the company’s robust
track record of organic growth, its customer-focused culture
and the strong alignment we share with its core management
team, which has been in place for two decades. We regard
Chairman Nguyen Duc Tai and his team as among the most
capable leaders in Vietnam’s retail landscape. As well as
strong growth in its core business, Mobile World is currently
benefiting from continued store expansion and increased
profits at Bach Hoa Xanh, its emerging grocery business.
Portfolio Managers’ Report cont’d
Annual Report 2025 | 15
Strategic Report Governance Financial Statements Shareholder Information
Guzman Y Gomez is the leading Mexican-focused quick
service restaurant (QSR) operator in Australia. The company
has received a positive customer response to its offering of
fast food without added preservatives, additives and colours.
We believe it has the potential to be significantly larger
than its current size, and have confidence in its high‑quality
management team, which is committed to creating a durable
brand that will endure over decades, in both Australia and
other target markets such as the US.
Sales
We disposed of three Indian holdings during the period.
ITservices firm Mphasis was sold after its valuations
increased to what we perceived as expensive levels;
similarly, we divested United Breweries due to its expensive
valuations. As for Honasa Consumer, a beauty and personal
care firm, we sold because our faith in the company’s
management had diminished and we lacked confidence
it could replicate its success in the online and direct-to-
consumer channels in offline retail.
Other sales included Indonesia’s Avia Avian, a paint and
coatings manufacturer, due to concerns about weak growth.
We also sold a number of smaller holdings as part of
continuing efforts to consolidate the portfolio into higher-
conviction positions, including instant noodles brand Nissin
Foods (Hong Kong), the city gas distribution company
Mahanagar Gas (India), automotive components retailer
Astra Otoparts (Indonesia), materials firm Tokai Carbon
Korea and sporting apparel manufacturer Misto Holdings
(South Korea).
16 | The Scottish Oriental Smaller Companies Trust plc
Portfolio Managers’ Report cont’d
4. Ten Largest Investments as at 31 August 2025
Name Country Sector
% of Shareholders’
Funds
DPC Dash China Consumer Discretionary 6.3
DPC Dash is the exclusive franchise operator for Domino’s Pizza stores in China. It is leading the development of the pizza category
in China.
Uni-President China China Consumer Staples 5.7
The company operates leading instant noodle and beverage brands in China. Its management is focused on launching premium
products which earn higher margins, while strengthening the company’s distribution in emerging channels.
Philippine Seven Philippines Consumer Staples 4.5
Is the leading convenience store operator in the Philippines, with the exclusive right to use the 7-Eleven brand in the country.
Philippine Seven is expected to lead the development of the convenience store industry in the country, as penetration is still at
lowlevels.
Century Pacific Food Philippines Consumer Staples 4.5
Century Pacific Food is the largest canned food producer in the Philippines. The company is gaining traction in emerging categories
such as milk and pet food products which should drive steady growth over the medium term.
Selamat Sempurna Indonesia Consumer Discretionary 3.8
Selamat Sempurna is the leading manufacturer of filters and radiators in Indonesia. Through its joint venture with Donaldson
(based in the United States of America), it also exports products to global markets. Selamat has the potential to consolidate the
fragmented domestic industry and enter new segments such as air and water filters, which have a large addressable market.
NetEase Cloud Music China Technology 3.6
Netease Cloud Music is the second-largest online music platform in China, and is part of an attractive duopoly with Tencent,
the market leader, which gives both firms strong pricing power. The company is optimising its strategy to focus on its core music
business, where we see further revenue upside potential thanks to the platform’s young user base and high retention rate.
Colgate-Palmolive (India) India Consumer Staples 3.1
Colgate-Palmolive (India) is the market leader in the oral care segment in India, with about 50% market share in the toothpaste
category. It also has potential to build a larger presence in segments such as personal care.
Bank OCBC NISP Indonesia Financials 3.0
Bank OCBC NISP is an Indonesian bank which is majority-owned by OCBC. This is a steady business with signs of positive change
taking place, such as a greater focus on growth and closer integration with the parent. Other positive developments include rising
dividend payouts (with an attractive 8% yield) and digitisation initiatives to acquire more customers. Meanwhile valuations looked
attractive at 0.7 times price-to-book.
JNBY Design China Consumer Discretionary 2.8
JNBY Design is a leading designer apparel brand in China. The company has built a strong network of loyal members which has
driven its growth consistently.
Computer Age Management India Financials 2.7
Computer Age Management Services is India’s largest registrar and transfer agent (RTA) of mutual funds with a domestic market
share of over 60%. It has built a strong technology platform on which it is now launching new businesses, including Alternative
Investment Funds (AIFs), an Insurance Repository, Know-Your-Customer (KYC) registrations and Account Aggregation services.
Strategic Report Governance Financial Statements Shareholder Information
Annual Report 2025 | 17
5. Sector & Geographical Analysis
Sector Allocation at 31 August 2025
at 31 August 2025
at 31 August 2024
Non-Current
Liabilities
Net Current
Assets
UtilitiesLogisticsReal EstateHealthcareMaterialsTechnologyFinancialsIndustrialsConsumer
Discretionary
Consumer
Staples
26.1%
29.3%
23.6%
22.7%
11.6%
6.1%
5.0%
6.9%
17.1%
8.4%
11.4%
10.0%
8.7%
11.3%
2.0%
1.5%
2.7%
0.0%
(8.5%)
1.2%
1.7%
35
30
25
20
15
10
5
0
(5)
(10)
(15)
% of Shareholders' Funds
(9.6%)
2.9%
7.9%
Country Allocation at 31 August 2025 (based on geographical area of activity)
Scottish
Oriental
2025
Scottish
Oriental
2024
MSCI
Small Cap*
2025
MSCI
†
2025
Country/Region % % % %
China 24.6 19.3 8.9 27.7
Hong Kong 2.6 2.0 3.4 4.7
Taiwan 10.4 9.1 25.3 21.6
Greater China 37.6 30.4 37.6 54.0
Indonesia 11.8 11.8 2.0 2.0
Malaysia – – 3.0 1.8
Philippines 12.2 10.4 0.8 0.7
Singapore 2.3 1.5 5.5 3.6
Thailand – – 3.4 1.7
Vietnam 3.2 2.3 – –
South East Asia 29.5 26.0 14.7 9.8
India 37.4 40.9 34.4 22.8
Indian Subcontinent 37.4 40.9 34.4 22.8
Australia 0.8 – – –
New Zealand 2.0 1.5 – –
South Korea – 2.9 13.3 13.4
Net Current Assets 1.2 7.9 – –
Non-Current Liabilities (8.5) (9.6) – –
Net Assets 100.0 100.0 100.0 100.0
* Morgan Stanley Capital International AC Asia ex Japan Small Cap Index
†
Morgan Stanley Capital International AC Asia ex Japan Index
18 | The Scottish Oriental Smaller Companies Trust plc
Portfolio Managers’ Report cont’d
6. Portfolio Outlook
While newspaper headlines are dominated by global trade
tensions, geopolitical issues and the rapid development of
artificial intelligence technologies, we remain focused on
bottom-up idea generation. Over 2022 – 2024, we witnessed
a significant shift in the portfolio’s exposure. Asinvestors
became increasingly pessimistic about the weak growth,
geopolitical pressures and intensifying government
regulations in China, we had the opportunity to build
positions in market leading businesses such as DPC Dash,
NetEase Cloud Music, Atour Lifestyle, Hongfa Technology
and others. This was funded by reducing our exposure to
Indian companies, as valuations of small and mid-sized
businesses in India rose to expensive levels.
In recent periods, we have observed a divergence in investor
behaviour across different parts of the investment universe in
Asia, which is creating opportunities for us. On the one hand,
there is exuberance in areas related to the semiconductor
value-chain and anything which can be linked to the boom
in artificial intelligence applications. We have been sceptical
about the bottom-up opportunities available here for a
fewreasons.
• While growth in these areas is undoubtedly strong, it is
built on substantial capital expenditure commitments
by a handful of large global companies. Given the lack of
visibility on the economic returns on these investments,
we find it difficult to predict the sustainability of
thisgrowth.
• The technology itself is rapidly changing, with new
hardware standards being introduced every few years.
This has significant implications on the entire value chain,
making it difficult to identify the eventual winners even if
the technology is widely adopted.
• In particular for smaller companies which are part of the
supply-chain of large global semiconductor or technology
businesses, we observe that their customer base is
typically concentrated and their bargaining power with
these large customers is limited. As such, any changes in
the demand environment could lead to disproportionate
impact on their return on capital, through price
negotiations, negative operating leverage and extended
receivable cycles.
• Most companies in these industries are now valued at
expensive levels, on the basis of elevated expectations on
growth and return on capital. If either of these prove to
be unsustainable, there could be a substantial de-rating
of valuation multiples.
On the other hand, we are finding attractive opportunities in
parts of the investment universe which have been ignored
as investors crowd into the areas mentioned above. The
Trust’s largest exposure is across consumer businesses in
Asia. While consumption demand across some countries
has moderated, we have observed several enduring trends.
Firstly, consumers continue to premiumise across a range of
categories, from spirits to restaurants and travel. Secondly,
there is increasing confidence among consumers to choose
domestic brands over those operated by large multinationals.
These domestic brands are also able to use the emergence of
modern trade and online distribution to disrupt established
moats and reach customers more effectively. Finally, in large
countries such as India, Indonesia and the Philippines, there
is still a substantial opportunity for companies to expand
their distribution into under-penetrated areas, as household
consumption levels are low across categories.
In China, we have observed increasing discipline in capital
allocation as growth levels have moderated, with the
management teams of companies increasingly focused
on generating strong free cash flow and returning a larger
share of their cash flows to shareholders in the form of
dividends and share repurchases. This creates the potential
for higher total shareholder returns. In several Southeast
Asian countries, valuations in large parts of the listed equity
universe are compellingly attractive, as foreign investors
have gravitated away from these markets in recent years. The
emergence of larger pools of domestic capital and regulatory
initiatives to strengthen corporate governance standards
have the potential to drive a re-rating in the valuations of the
attractive businesses available here.
This potential is reflected in Scottish Oriental’s portfolio.
The Trust’s holdings are led by management teams with
strong track records of dealing with varying macro-economic
environments. Through their long history of operations,
they have emerged as market leaders in their respective
industries. Their competitive position is based upon the
strength of their brands and technology investments, while
their management teams have been disciplined about their
capital allocation policies and maintained conservative
balance sheets. We are confident that these companies
will capture a disproportionate share of the growth in their
respective profit pools in the years to come. These are the
small companies of today but are likely to emerge as the
large businesses of the future.
Annual Report 2025 | 19
Strategic Report Governance Financial Statements Shareholder Information
List of Investments at 31August 2025
% of
Shareholders’
Funds
Australia (0.8)
Consumer Staples (0.8)
Guzman Y Gomez 0.8
China (24.6)
Consumer Discretionary (10.4)
Atour Lifestyle 1.3
DPC Dash 6.3
JNBY Design 2.8
Consumer Staples (5.7)
Uni-President China 5.7
Industrials (3.2)
Hongfa Technology 2.3
Stella Holdings 0.9
Materials (1.7)
Sinoseal Holding 1.7
Technology (3.6)
NetEase Cloud Music 3.6
Hong Kong (2.6)
Consumer Discretionary (0.6)
Fairwood Holdings 0.6
Industrials (2.0)
Haitian International 2.0
India (37.4)
Consumer Discretionary (4.4)
Crompton Greaves Consumer
Electricals 2.1
Whirlpool of India 2.3
Consumer Staples (6.6)
Colgate-Palmolive (India) 3.1
Radico Khaitan 1.6
United Breweries 1.9
Financials (4.2)
Computer Age Management 2.7
Crisil Limited 0.3
Mahindra & Mahindra Financial
Services 1.2
% of
Shareholders’
Funds
India (37.4) (continued)
Healthcare (5.0)
Metropolis Healthcare 1.2
NIVA Bupa Health Insurance 2.3
Solara Active Pharma 1.5
Industrials (7.5)
Blue Star 1.8
Escorts Kubota 1.3
Godrej Agrovet Ltd 1.8
KEI Industries 2.6
Materials (7.0)
Akzo Nobel 1.4
Godrej Industries 2.2
Kansai Nerolac Paints 2.4
RHS Magnesita India 1.0
Real Estate (2.7)
Oberoi Realty 2.7
Indonesia (11.8)
Consumer Discretionary (5.6)
Mitra Adiperkasa 1.3
Sarimelati Kencana 0.5
Selamat Sempurna 3.8
Consumer Staples (3.2)
Hero Supermarket 0.5
Uni-Charm Indonesia 0.8
Unilever Indonesia 1.9
Financials (3.0)
Bank OCBC NISP 3.0
New Zealand (2.0)
Logistics (2.0)
Mainfreight 2.0
% of
Shareholders’
Funds
Philippines (12.2)
Consumer Discretionary (0.5)
Max's Group 0.5
Consumer Staples (9.0)
Century Pacific Food 4.5
Philippine Seven 4.5
Financials (1.8)
GT Capital 1.8
Industrials (0.9)
Concepcion Industrial 0.9
Singapore (2.3)
Consumer Staples (0.8)
Haw Par 0.8
Financials (1.5)
Credit Burea Asia 1.5
Taiwan (10.4)
Consumer Discretionary (1.2)
Poya International 1.2
Industrials (3.5)
Airtac International 1.8
Sporton International 1.7
Technology (5.7)
Parade Technologies 1.3
Silergy 1.8
Sinbon Electronics 1.6
Voltronic Power 1.0
Vietnam (3.2)
Financials (1.1)
Mobile World Investment 1.1
Technology (2.1)
FPT 2.1
20 | The Scottish Oriental Smaller Companies Trust plc
Environmental, Social and
Governance (‘ESG’) Policy
ESG integration is core to our investment process; it is not
an overlay or after-thought. We seek to invest in companies
with the strongest management, franchise and financials.
Sustainability analysis is incorporated into all three of these
areas. As long-term investors, we expect that the governance,
societal and environmental costs will have a material
financial impact on companies and therefore on investment
outcomes, over our holding period.
In our experience, most small Asian companies are keen to
improve their ESG practices but in several instances, do not
have the resources or exposure to global best practice. To
help address this, we engage on a range of issues from board
composition to the safety of workers and the environmental
impact of their operations, and proactively vote on all
shareholder resolutions. We also seek to introduce domain
experts to company management teams. We have been
encouraged to see that the management teams of Scottish
Oriental’s holdings have been receptive to our engagement.
The key components of our approach towards sustainability
are detailed below.
(1) Integration of ESG into the investment process: Our
investment philosophy is focused on identifying quality
companies. The search for quality starts with people.
We believe that management teams with integrity and
good governance structures will also ensure progress
in environmental and social outcomes. We assess how
a company treats each of its stakeholders, including
employees, business partners, tax authorities, local
communities and the environment. We do not expect
minority shareholders to be treated fairly unless
other stakeholders are also treated well. After an
investment is made, we engage consistently with
the management on a range of relevant issues.
(2) Exclusion lists: We believe that there is not a price for
everything. This means that there are certain people
we would not invest with and some businesses that we
would not own, irrespective of the potential financial
returns. We do not invest in companies with direct
exposure to coal mining or processing where it is a
key part of the business. We expect companies that
source or use palm oil to adhere to the policies of
the Roundtable on Sustainable Palm Oil (RSPO) and
No Deforestation, No Peat, No Exploitation (NDPE).
We exclude companies involved in the production of
tobacco products, those involved in gambling operations
and weapon manufacturers from our investment
universe. We also do not invest in companies where
there is believed to be systemic bribery or those which
persistently do not adhere to local tax legislations.
(3) Use of indices and third-party data: We do not place
emphasis on ESG ratings or sustainability indices,
which we believe are typically focused on a box-
ticking approach, rather than assessing whether
sustainability is being fundamentally incorporated
into business practices. We use third-party research
data from organizations such as RepRisk and
Sustainalytics as a part of our holistic analysis.
(4) Active engagement: Constructive engagement is critical
in our assessment of the quality of the companies in
which we invest. We meet over 1,500 companies each
year and consider every meeting to be an opportunity
to engage on critical strategic and sustainability
related issues. The way in which a company responds
to our questions often provides more insight into their
approach towards sustainability than a glossy ESG
report. Management teams which are not forthcoming
or disregard concerns are typically those which are
plagued by issues in the future. We also appreciate
that we can play an important role in helping smaller
companies in Asia gain access to global best practices
and introduce them to domain experts. This helps us
contribute to an improvement in their sustainability
footprint and monitor their execution progress as well.
(5) Voting on company resolutions: We always exercise
our right to vote on company resolutions. If we
have concerns on a company’s proposal, we discuss
these with the management. If our concerns are
not allayed or understood during this engagement
process, we will vote against the proposal. We also
document our rationale for voting against proposals
in formal communication to the management.
Global standards on ESG issues are constantly evolving. We
engage with non-governmental organisations and third-
party experts, as well as collaborating with like-minded
peers in order to remain well informed of the key issues.
Annual Report 2025 | 21
Strategic Report Governance Financial Statements Shareholder Information
Capital
Year ended
31August
Market
Capitalisation
£m
Shareholders’
Funds
£m
NAV
p
Share
Price
p
Discount
to NAV*
%
2016 280.65 324.82 1,047.12 904.75 13.6
2017 330.19 369.26 1,192.68 1,066.50 10.6
2018 304.71 345.40 1,156.20 1,020.00 11.8
2019 301.73 346.06 1,158.42 1,010.00 12.8
2020 249.73 289.45 992.14 856.00 13.7
2021 297.80 345.46 1,264.54 1,090.00 13.8
2022 295.32 343.20 1,382.93 1,190.00 14.0
2023 310.59 354.58 1,455.58 1,275.00 12.4
2024 346.59 403.07 1,709.53 1,470.00 14.0
5 for 1 share split effective 28 February 2025
2025 345.35 381.87 331.72 300.00 9.6
Revenue
Year ended
31August
Gross
revenue
£000
Available
for ordinary
shareholders
£000
Earnings per
share*
p
Dividends
per share
p
Ongoing
charges
(excluding
performance
fee)* %
Ongoing
charges
%*
Net
gearing*
Gross
gearing*
2016 6,740 2,966 9.50 11.50 1.04 1.04 92 106
2017 6,431 2,097 6.77 11.50 0.99 0.99 91 100
2018 7,004 2,825 9.19 11.50 1.01 1.01 94 100
2019 7,648 3,734 12.50 11.50 1.01 1.01 88 100
2020 6,308 2,439 8.19 11.50 1.03 1.03 92 100
2021 6,872 2,548 9.02 11.50 1.02 1.02 105 110
2022 9,239 4,352 16.66 14.00
†
0.97 0.97 107 110
2023 8,453 3,496 14.19 13.00 0.95 1.60 100 108
2024 12,462 6,645 27.74 22.00
‡
0.95 0.98 98 107
5 for 1 share split effective 28 February 2025
2025 11,164 5,243 4.51 3.40
#
0.99 0.99 99 101
* A glossary of terms and definitions and Alternative Performance Measures is provided on pages 66 to 68.
†
Included a special dividend of 1.00p per share.
‡
Included a special dividend of 8.00p per share.
#
Includes a special dividend of 0.50p per share.
Performance (taking year ended 31August 2015 as 100)
Year ended
31August NAV*
Share
Price*
MSCI AC Asia
ex Japan
Small Cap
Index*
FTSE
All-Share
Index*
Earnings
per share*
Total
dividends
per share*
2015 100 100 100 100 100 100
2016 131 127 129 112 61 100
2017 152 152 149 128 43 100
2018 149 147 151 134 59 100
2019 150 147 139 134 80 100
2020 133 126 149 117 53 100
2021 168 163 205 149 58 100
2022 185 180 203 150 107 122
2023 197 195 207 158 91 113
2024 232 227 235 185 178 191
2025 228 235 254 208 144 148
* Performance is shown on a total returns basis
Ten Year Record
22 | The Scottish Oriental Smaller Companies Trust plc
Jeremy Whitley (Chairman)
Jeremy joined the Board in March 2017. Following a twenty
nine year investment career, he left full time employment
at Aberdeen Asset Management at the end of March 2017,
wherehe held the position of Head of UK and European
equities since July 2009. Previous roles there include being
aSenior Investment Manager on the Global Equities team as
well as the Asian equities team, based in Singapore, where
he was lead manager of the Edinburgh Dragon Trust plc.
Hebegan his investment career at SGWarburg & Co in 1988.
He is the Chairman of JP Morgan India Growth & Incomeplc
and a non-executive director of Polar Capital Global
Healthcare Trust plc.
Jeremy is also a member of the Remuneration, Management
Engagement and Nomination Committees.
Andrew Baird
Andrew joined the Board in June 2017. After a period with
the Foreign and Commonwealth Office, he worked for
thirteen years at JP Morgan, culminating in a role as Head
of Asian Equity Research and co-manager of the Asian
Equities division in Hong Kong. He joined Goldman Sachs
in 1998 as co-director of Asian Equity Research, followed
by a senior management role in the European Equity
Research department. On leaving Goldman Sachs in 2005
he co-founded Chayton Capital, an alternative investment
management firm which he chaired until 2012. Since that time
he has had a variety of non-executive roles in the investment
management, social enterprise and charity sectors.
Andrew is the Senior Independent Director and Chairman of
the Management Engagement, Remuneration and Nomination
Committees, and a member of the AuditCommittee.
Uma Bhugtiar
Uma joined the Board in October 2023. She is an experienced
corporate lawyer, most recently serving as Head of
Compliance at Hillhouse Capital Management. Prior to this
she was the General Counsel and Chief Compliance Officer for
Tybourne Capital Management and the Head of Asia Pacific
Equities Client and Business Solutions for Credit Suisse.
Uma retired as a non-executive Director of the Company on
28 October 2025.
Michelle Paisley
Michelle joined the Board in April 2020. She is a partner at
global boutique advisory firm CC Strategic Partners focused
on venture capital funds and early stage companies. Prior
to that she was Managing Director at MVision, a global third-
party advisor to private equity funds. Michelle moved to Hong
Kong in 2006 to head up Macquarie Securities’ Hong Kong/
China institutional equities business, leading a 50-strong team
of traders, salespeople and analysts across Hong Kong and
Shanghai. She was a fund manager during the dot com boom
with Bankers Trust. Michelle started as an analyst at HSBC
James Capel in London, before relocating to Australia with
Citigroup in 1996.
Michelle is the Chair of the Audit Committee, and a member of
the Remuneration, Management Engagement and Nomination
Committees.
Karen Roydon
Karen joined the Board in December 2023. She is a CFA
Charterholder and an experienced investment manager.
Karen started her career at BlackRock and in 2006 moved
to Genesis Investment Management, a long-only Emerging
Markets equities specialist. During her seventeen years as
a portfolio manager at Genesis she focused primarily on
investing in listed businesses in Asia across the full range of
market capitalisations. Since 2020 Karen has also chaired the
GenEM Foundation, which funds sustainable, long-term income
generation opportunities for marginalised communities in
developing countries.
Karen is also a member of the Audit, Remuneration,
Management Engagement and Nomination Committees.
Directors
Annual Report 2025 | 23
Strategic Report Governance Financial Statements Shareholder Information
Business Review
The purpose of this report is to provide shareholders with
details of the Company’s strategy, objectives and business
model as well as the principal and emerging risks and
challenges the Company has faced during the year under
review. It should be read in conjunction with the Chairman’s
Statement on page 3 and the Portfolio Managers’ Report
on pages 6 to 18, which provide a review of the Company’s
investment activity and a look to the future.
The Board is responsible for the stewardship of the Company,
including overall strategy, investment policy, borrowings,
dividends, corporate governance procedures and risk
management. Biographies of the Directors can be found on
page 22.
The Board assesses its performance in meeting the
Company’s objectives against the following Key Performance
Indicators, details of which can be found in the Financial
Highlights, Ten Year Record, Chairman’s Statement and
Portfolio Managers’ Report:
• the movement in NAV per ordinary share on a total return
basis;
• the movement in the share price on a total return basis;
• the share price discount to NAV; and
• ongoing charges.
Business and Status
The Company is an investment company within the meaning
of section 833 of the Companies Act 2006.
The Company carries on the business of an investment trust.
The Company has been approved as an investment trust by
HM Revenue and Customs subject to the Company continuing
to meet eligibility conditions. The Company intends to
conduct its affairs so as to enable it to comply with the
ongoing requirements.
Investment Objective
The Scottish Oriental Smaller Companies Trust plc aims
to achieve long-term capital growth by investing in mainly
smaller Asian quoted companies.
Investment Policy
• The Company invests mainly in the shares of smaller
Asian quoted companies, that is, companies with
market capitalisations of below US$5,000 million, or the
equivalent thereof, at the time of first investment.
• To enable the Company to participate in new issues,
it may invest in companies which are not quoted on
any stock exchange, but only where the Investment
Manager expects that the relevant securities will shortly
becomequoted.
• For investment purposes, the Investment Region includes
Australasia, China, Hong Kong, India, Indonesia, Japan,
Malaysia, Pakistan, Philippines, Singapore, South Korea,
Sri Lanka, Taiwan, Thailand and Vietnam. Countries in
other parts of Asia may be considered with approval of
the Board.
• With the objective of enhancing capital returns to
shareholders, the Directors of the Company will consider
the use of long-term borrowings up to a limit of 50 per
cent of the net assets of the Company at the time of
borrowing.
• The Company invests no more than 15 per cent of its total
assets in other listed investment companies (including
listed investment trusts).
• The Company invests no more than 15 per cent of its total
assets in the securities of any one company or group of
companies at the time of investment.
• The Company reserves the right to invest in equity-related
securities (such as convertible bonds and warrants) of
companies meeting its investment criteria. In the event
that the Investment Manager anticipates adverse equity
market conditions, the Company may invest in debt
instruments in any country or currency.
• The majority of the Company’s assets are denominated in
Asian currencies or US dollars. The Company reserves the
right to undertake foreign exchange hedging of its portfolio.
A review by the Portfolio Managers is given on pages 6 to
18 and the investments held at the year end are listed on
page19.
Business Model and Strategy for
Achieving Objectives
• We aim to maximise the rate of return with due regard to
risk. Risk is principally contained by focusing on soundly
managed and financially strong companies, and by
ensuring that the portfolio is reasonably well diversified
geographically and by sector at all times. Quantitative
analysis demonstrating the diversification of the
Company’s portfolio of investments is contained in the
country allocation and sector allocation analysis within
the Portfolio Managers’ Report.
24 | The Scottish Oriental Smaller Companies Trust plc
• While cultural, political, economic and sectoral influences
play an important part in the decision-making process,
the availability of attractively-priced, good quality
companies with solid long-term growth prospects is the
major determinant of investment policy.
• Our country weightings are not determined by reference
to regional stock market indices. We do not consider
ourselves obliged to hold investments in any individual
market, sector or company.
• Existing holdings are carefully scrutinised to ensure that
our corporate performance expectations are likely to be
met, and that market valuations are not excessive. Where
otherwise, disposals are made.
• Strong emphasis is placed on frequent visits to
countries of the Investment Region and on meeting the
management of those companies in which the Company
is invested, or might invest.
Purpose and Values
Purpose
To achieve long-term capital growth by investment in mainly
smaller Asian quoted companies.
Values
Independence: to act independently in the interests of
shareholders.
Sustainability: to ensure that the companies in which the
Company invests are supportive of good environmental,
social and governance practices and that the manager
encourages continuous improvement in these areas.
Transparency: to report transparently and accurately to
shareholders on the condition, performance and prospects of
the Company.
Culture
The Board considers that its culture of open debate combined
with strong governance and the benefits of a diverse board is
central to delivering its purpose, values andstrategy.
Investment Manager
First Sentier Investors (UK) Investment Management Limited
has been Investment Manager since 20March 1995. In
order to comply with the Alternative Investment Fund
Managers Directive, with effect from 2July 2014 the Company
terminated its investment management agreement with
First Sentier Investors (UK) Investment Management Limited
and appointed First Sentier Investors (UK) Funds Limited
as its Alternative Investment Fund Manager (‘AIFM’). First
Sentier Investors (UK) Funds Limited delegated portfolio
management services to First Sentier Investors (UK)
Investment Management Limited.
Investment Management Agreement
The Investment Manager’s appointment is subject to
termination on three month’s notice. The Company is entitled
to terminate the Investment Manager’s appointment on less
than the specified notice period subject to compensation
being paid to the Investment Manager for the period of notice
not given. The compensation in the case of the Investment
Manager’s termination is based on 0.75% of the value of the
Company’s net assets up to the date of termination on a
pro rata basis. In addition, a termination performance fee
amount may be due to the Investment Manager based on
the Company’s three year performance up to the date of
termination and paid on a pro rata basis.
A summary of the terms of the Investment Management
Agreement is contained in note 2 to the Financial Statements
on page 55.
The Board regularly appraises the performance and effectiveness
of the investment management arrangements of the Company.
As part of this process, such arrangements are reviewed formally
once a year by the Management Engagement Committee. In
relation to the Management Engagement Committee’s formal
review, the performance and effectiveness of such arrangements
are measured against certain criteria. These include the
Company’s growth and return; performance against the
Company’s peer group; the success of the Company’s investment
strategy; the effectiveness, quality and standard of investment
resource dedicated by the Investment Manager to the Company;
and the level of the Investment Manager’s fee in comparison to
its peer group.
The Management Engagement Committee, having conducted
its review, considers that the Investment Manager’s continued
appointment as investment manager to the Company is in
the best interests of shareholders.
Matters reserved for the Board
The Investment Management Agreement sets out matters over
which the Investment Manager has authority and the limits
above which Board approval is required. In addition, the Board
has a formal schedule of matters specifically reserved to it for
decision. This includes determination and monitoring of the
Company’s investment objectives and policy and its future
strategic direction, gearing policy, matters relating to the buyback
and issuance of the Company’s shares, appointment and
removal of third party service providers, review of key investment
and financial data and the Company’s corporate governance
and risk control arrangements.
Business Review cont’d
Annual Report 2025 | 25
Strategic Report Governance Financial Statements Shareholder Information
Responsible Investing
The Investment Manager takes a strategic approach to
responsible investing and stewardship, focused on quality
investment processes, a culture of stewardship across the
organisation and engaging all employees in responsible
investing. The team believes that environmental, social and
governance (‘ESG’) issues comprise sources of long-term risk
and return and can therefore impact long-term investment
value. Each analyst understands that it is their responsibility
to consider and identify ESG opportunities and risks and to
incorporate this into all bottom-up company analysis, stock
selection and engagement. Just as the analysis of a company’s
financials would never be outsourced to a team of accountants,
the manager believes there is no reason to separate the ESG and
sustainability elements from its research process. The Portfolio
Managers also believe that, as stewards of shareholders’ funds,
it can achieve better long-term investment outcomes through
active company engagement and by exercising the voting rights
it holds on behalf of shareholders.
The Investment Manager is a signatory to the UK Stewardship
Code 2020 and has maintained the highest tiering – Tier 1 –
awarded by the Financial Reporting Council for the quality of
stewardship related activities and disclosures. The Investment
Manager is also a signatory to the Principles for Responsible
Investment (PRI), achieving in its most recent assessment seven
A+ ratings and one A rating for the eight areas of assessment,
and it is fully compliant with the CFA Institute’s Code of Ethics
and Standards of Professional Conduct for asset managers.
Gearing
Details of the Company's £30 million fixed rate loan notes can
be found in note 11 on page 59.
Social, Community and Human
Rights Issues
The Board undertakes an annual review of environmental,
social and governance factors in the context of the Company’s
investment portfolio. As part of its review, the Board considers
the Investment Manager’s approach to the responsible
investment of shareholders’ funds, details of which can be
found on page 20 of this report.
The Company has given discretionary voting powers to the
Investment Manager. The Board supports the integration
by the Investment Manager of environmental, social and
governance issues in its investment decision making. In
the Investment Manager’s view, this assists the sustainable
performance of the Company.
Tender Offer
A tender offer will be made to shareholders for up to 25 per
cent of the Company’s outstanding share capital, if over the
five years from 1 September 2021, the Company’s NAV total
return fails to exceed the total return of the MSCI AC Asia
ex Japan Small Cap Index. The tender offer will be made to
shareholders at a 2 per cent. discount to formula asset value
(“FAV”), being the net asset value of the tendered shares less
the costs and expenses of the tender offer. If the tender offer
is triggered, it will be subject to shareholder approval at the
AGM scheduled to be held in January 2027.
In the four years from 1 September 2021 the Company's NAV
outperformed the MSCI AC Asia ex Japan Small Cap Index
by20.3 per cent.
The Board
At the date of signing this report, the Company has four
Directors. Two are men and two are women. The Company has
no employees.
On behalf of the Board
Juniper Partners Limited
Company Secretary
11 November 2025
26 | The Scottish Oriental Smaller Companies Trust plc
In accordance with section 172(1) of the Companies Act 2006, the Directors of the Company are required to describe to shareholders
how they have discharged their duties and responsibilities over the course of the financial year. This statement provides an
explanation of how the Directors have promoted the success of the Company for the benefit of its members as a whole, taking into
account the likely long-term consequences of their decisions and the need to foster relationships with all stakeholders.
The Board is focused on promoting the long-term success of the Company and regularly reviews the Company’s long-term
strategic objectives, including consideration of the impact of the Investment Manager’s actions on the marketability and
reputation of the Company, and the likely impact on the Company’s stakeholders of the Company’s principal strategies.
Stakeholders
The Company’s main stakeholders are its shareholders,
Investment Manager, AIFM, and other key service providers.
The Investment Manager also engages with investee
companies where appropriate, particularly on performance
and corporate governance related issues.
The Board considers its stakeholders at each Board meeting
as part of its decision making process.
Shareholders
The Board welcomes the views of shareholders and places
considerable importance on communications with them. The
Investment Manager reports back to the Board on meetings
with shareholders and the Chairman and other Directors are
available to meet shareholders upon request. The Annual
General Meeting of the Company and presentations held
in London provide a forum, both formal and informal, for
shareholders to meet and discuss issues with the Board.
Investment Manager and AIFM
The Company’s primary business relationships are with its
Investment Manager and AIFM, First Sentier Investors (UK)
Funds Limited and First Sentier Investors (UK) Funds Limited,
(together ‘First Sentier’).
First Sentier are specialists in Asia Pacific and Global Emerging
Markets equity strategies with a team of dedicated investment
professionals based in Hong Kong, Singapore and Edinburgh.
They are bottom-up investors, using fundamental research and
analysis to construct high-conviction portfolios. First Sentier
conduct more than a thousand direct company meetings a year,
seeking to identify high quality companies that they can invest
in for the long term. As responsible, long-term shareholders,
First Sentier engage extensively on environmental, labour and
governance issues and are signatories to the UN Principles for
Responsible Investment.
The Portfolio Managers’ Review on pages 6 to 18 details
the key investment decisions taken during the year. The
Investment Manager has continued to manage the Company’s
assets in accordance with the mandate provided by
shareholders, under the oversight of the Board. The Board
regularly reviews the Company’s performance against its
investment objective and undertakes an annual strategy
review to ensure that the Company is positioned well for
the future delivery of its objective. The Board receives
presentations from the Investment Manager at every Board
meeting to enable it to exercise effective oversight of the
Investment Manager.
As part of its role, the Investment Manager also engages
with investee companies on performance and corporate
governance related issues and provides feedback to the
Board at its quarterly meetings or more frequently as
required.
On an annual basis the Management Engagement Committee
conducts a formal evaluation of the performance of the
Investment Manager.
Service Providers
In addition to the Investment Manager and AIFM, the
Company’s other key service providers are Juniper Partners
Limited (Company Secretary and Administrator), JP Morgan
Chase Bank N.A. (Custodian), JP Morgan Europe Limited
(Depositary), Computershare Investor Services plc (Registrar),
Johnston Carmichael LLP (Auditor) and Investec Bank plc
(Corporate Broker).
The Management Engagement Committee conducts an
annual review of the performance, terms and conditions of
the Company’s service providers to ensure they continue
to perform in line with the terms of their appointment and
provide value formoney. The findings of this review are
reported to the Board.
Section 172 Statement
Annual Report 2025 | 27
Strategic Report Governance Financial Statements Shareholder Information
Key decisions
The Board is always mindful of its responsibilities to the Company’s stakeholders and this forms part of every Board decision.
Key decisions made by the Board during the year were:
Key Decision Stakeholder(s) affected Outcome
Discount management
The Board has continued to monitor the Company’s
share price discount to net asset value. The
management of the Company’s share price discount has
a twofold effect; the supply of the Company’s shares
reduces whilst demand remains constant, and the
Company’s net asset value per share increases as shares
have been bought back at a discount.
Shareholders • During the year under review the
Company repurchased 2,772,500
(adjusted for the five for one split
of the ordinary shares) shares to be
held in Treasury.
• The discount ranged from 8.9per
cent to 18.6per cent in the year to
31 August 2025 and averaged 14.2 per
cent.
Marketing
The Board has continued its commitment to engaging
with existing shareholders and attracting new
investors. In the year to 31 August 2025, we have
continued to support the Investment Manager’s
marketing campaign. This has involved increased
advertising in leading financial publications, including
The FT, Yahoo Finance, Reddit, The Telegraph, The
Times and Investors Chronicle and making a number
of enhancements to the Company’s website. The
aim continues to be to provide both current and
prospective shareholders with a deeper understanding
of the Investment Manager’s process and learn more
about the people behind investment decisions.
Shareholders • Improved Company website.
• Increased visibility of the Company.
• Increased retail shareholding in the
Company.
Dividend
The Company’s revenue earnings have decreased from
5.55p per share to 4.51p per share. Although revenue
has decreased, it has remained strong enough to allow
the Board to propose an increased final dividend of
2.9p per share (2024: 2.8p
1
). Following a reduction in
special dividends received in the year to 31 August 2025
the Board proposed a reduced special dividend of 0.5p
per share (2024: 1.6p
1
). The final and special dividends
will be paid on 6February 2026 to shareholders on the
register as at 9January 2026.
Shareholders • Increased rate of final dividend.
• Payment of special dividend.
1
Adjusted for the five‑for‑one share split
28 | The Scottish Oriental Smaller Companies Trust plc
Principal Risks and Uncertainties
The Board has carried out a thorough assessment of risks faced by the Company. Below the Board has set out the principal
and emerging risks identified from the consideration. The Company faces emerging risks from the impact of technology and
artificial intelligence (‘AI’) and sector consolidation. The Company’s principal risks are detailed below, together witha summary
of the mitigating actions taken to manage these risks.
Emerging Risks
Risk Mitigation
Technology and AI
The advancement of AI and machine learning across the asset
management industry may lead to challenges from similarly
managed portfolios at lower costs.
There is also the risk that AI may impact on the investment
process at FSSA and the business models and competitiveness
of underlying businesses in the portfolio.
The Investment Manager's process relies heavily not only on
financial data but on relationships built with the management
of investee companies which would be hard to replicate using
AI alone.
The Investment Manager reports regularly to the Board on the
investment process, and any significant changes are reported
to the Board.
Sector Consolidation
The investment trust sector is under pressure to provide
companies of sufficient scale to remain relevant to larger
investors. In addition the sector is experiencing heightened
pressure from activist investors, which may result in high costs
of navigating potential campaigns that may not be in the
interests of the majority of shareholders.
The Board reviews the Company’s strategy and growth
opportunities on a regular basis. Its priority is to offer
shareholders a relevant and attractive investment proposition.
Together with the Investment Manager and the Company’s
advisors, the Board continues to be proactive in monitoring
the shareholder register, managing the discount to NAV,
engaging in targeted marketing, and being well-prepared for
both potential opportunities and activist approaches.
Principal Risks
Risk Mitigation
Investment objective and strategy
An inappropriate or unattractive investment objective and
strategy may have an adverse effect on shareholder returns or
cause a reduction in demand for the Company’s shares, both
of which could lead to a widening discount.
No change to this risk
The Company’s investment objective and strategy is monitored
by the Board to ensure it continues to remain appropriate.
The Board conducts annual strategy reviews and considers
investment performance, shareholder views and developments
in the marketplace as well as emerging risks which could
impact the Company regularly throughout the year.
The Board reviews changes to the shareholder register at its
quarterly Board meetings has appointed the Corporate Broker
to continually monitor the discount at which the Company’s
shares trade on a daily basis and buy back shares when
appropriate.
Investment performance
Poor investment performance may have an adverse effect on
shareholder returns.
In extreme circumstances, poor investment performance could
lead to the Company breaching loan covenants.
Heightened awareness of this risk due to the
recentperformance of the Company
The Board reviews investment performance at each quarterly
Board meeting. The Investment Manager reports on the
Company’s performance, transaction activity, individual
holdings, portfolio characteristics and outlook.
The Investment Manager reports regularly to the Board on the
investment process, and is undertaking a thorough review of
the use of AI in its investment processes.
The Board formally reviews compliance with the Company’s
loan covenants on a quarterly basis.
Annual Report 2025 | 29
Strategic Report Governance Financial Statements Shareholder Information
Principal Risks
Risk Mitigation
Financial and Economic
The Company’s investments are impacted by financial and
economic factors including market prices, interest rates,
foreign exchange rates, liquidity and credit which could cause
losses to the investment portfolio.
No change to this risk
The Board regularly reviews and agrees policies for managing
market price risk, interest rate risk, foreign currency risk,
liquidity risk and credit risk. These are explained in detail in
note 16 to the financial statements on pages 61 to 64.
Share price discount/premium to net asset value
A significant share price discount or premium to the
Company’s net asset value per share, or related volatility,
could lead to high levels of uncertainty or speculation and the
potential to reduce investor confidence.
No change to this risk
The Board has established a share buyback process to assist
in the moderation of share price discount to net asset value.
Shareholders are kept informed of developments as far as
practicable and are encouraged to attend briefings, such
as the Company’s Annual General Meeting, to understand
the implementation of the investment policy to achieve the
Company’s objectives.
Operational
The Company is reliant on third party service providers
including FSSA Investment Managers as Investment Manager,
Juniper Partners as Company Secretary and Administrator,
JP Morgan Europe as Depositary, JP Morgan Chase Bank as
Custodian and Computershare as Registrar. Failure of the
internal control systems of these third parties could result
in inaccurate information being reported or risk to the
Company’s assets.
Heightened awareness of this risk due to the increased
frequency of cyber attacks, which could impact on
the Company's third party service providers and their
supply chains
The Audit Committee formally reviews each service provider at
least annually, considering their reports on internal controls,
with a specific focus on IT security.
Further details of the Company’s internal control and risk
management system is provided on pages 33 and 34.
Regulatory
The Company operates in a regulatory environment. Failure
to comply with s1158 of the Corporation Tax Act 2010 could
result in the Company losing investment trust status and
being subject to tax on capital gains. Failure to comply with
other regulations could result in financial penalties or the
suspension of the Company’s listing on the London Stock
Exchange.
No change to this risk
Compliance with relevant regulations is monitored on an
ongoing basis by the Company Secretary and Investment
Manager who report regularly to the Board.
The Board monitors changes in the regulatory environment
and receives regulatory updates from the Company Secretary,
Lawyers and Auditor as relevant.
30 | The Scottish Oriental Smaller Companies Trust plc
Business Review cont’d
Principal Risks and Uncertainties cont’d
Directors’ Report
The Directors have pleasure in presenting the Annual Report for the year to 31August 2025.
Results and Dividend
The table below shows the revenue position and dividend payable by the Company, subject to shareholders’ approval of the
final dividend of 2.9p per share and the special dividend of 0.5p per share share. The dividend is proposed to be paid on
6February 2026. The basis of accounting is to reflect the dividend in the year in which the Company pays it.
£000
Revenue reserve as at 31August 2024 (per Statement of Financial Position) 11,253
Dividends paid for year ended 31August 2024 (5,140)
Net revenue earned in the year ended 31August 2025 5,243
Revenue reserve as at 31August 2025 (per Statement of Financial Position) 11,356
Dividends proposed for year ended 31August 2025 (3,872)
Revenue reserve as at 31August 2025 (after payment of proposed dividends) 7,484
Share Capital and Share Buybacks
Following the five for one share split on 28 February 2025 the Company’s capital structure consists of 157,068,315 ordinary
shares of 5p each at 31August 2025.
The Company’s buyback authority was last renewed at the General Meeting on 29 January 2025 in respect of 17,480,713 ordinary
shares of 5p each (please note that this figure has been adjusted for the share split).
During the year the Company bought back 338,100 ordinary shares of 25p each and 1,082,000 ordinary shares of 5p each. The
Company held 41,951,985 ordinary shares of 5p each in Treasury at the year end.
Each ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every ordinary share held.
Substantial Shareholders
At 31August 2025 the Company was aware of the following substantial shareholdings representing (directly or indirectly) three
per cent or more of the voting rights attaching to the issued share capital of the Company:
Number of
shares held
Percentage
held
Clients of City of London Investment Management 12,389,230 10.76%
Clients of Columbia Threadneedle Investments London 12,115,955 10.52%
Clients of Interactive Investor 11,922,201 10.36%
Clients of Hargreaves Lansdown 8,396,176 7.29%
Clients of Lazard Asset Management 7,235,468 6.29%
Clients of Allspring Global Investments 5,821,131 5.06%
Clients of Overseas Asset Management 5,750,000 4.99%
Clients of AJ Bell 4,335,297 3.77%
Clients of RBC Brewin Dolphin 4,189,087 3.64%
Annual Report 2025 | 31
Going Concern
In assessing the Company’s ability to continue as a going
concern the Directors have considered the Company’s
investment objective detailed on page 2, risk management
policies detailed on pages 28 and 29, the nature of its
portfolio and expenditure projections and believe that the
Company has adequate resources, an appropriate financial
structure and suitable management arrangements in place to
continue in operational existence for the foreseeable future
and for at least 12 months from the date of the approval
of the financial statements. In addition, the Board has had
regard to the Company’s investment performance (see page
2), the price at which the Company’s shares trade relative
to their NAV (see page 2) and ongoing investor interest in
the continuation of the Company (including feedback from
meetings and conversations withshareholders).
The Directors performed an assessment of the Company’s
ability to meet its liabilities as they fall due. In performing
this assessment, the Directors took into consideration the
following factors:
• cash and cash equivalents balances and the portfolio of
readily realisable securities which can be used to meet
short‑term funding commitments;
• the ability of the Company to meet all of its liabilities and
ongoing expenses from its assets;
• revenue, operating and finance cost forecasts for the
forthcoming year;
• continued adherence to the loan covenants;
• the ability of third-party service providers to continue to
provide services; and
• four potential downside scenarios including stress testing
the Company’s portfolio for a 30per cent fall in the value
of the investment portfolio; a 50per cent fall in dividend
income; a similar level of share buybacks to the current
year; and a full take up of the 25 per cent tender offer.
The cumulative impact of these four downside scenarios
would leave the Company with a negative cash position,
however there are sufficient liquid assets which could be
utilised if required.
Based on this assessment, the Directors are confident
that the Company will have sufficient funds to continue to
meet its liabilities as they fall due for at least 12 months
from the date of approval of the financial statements, and
therefore have prepared the financial statements on a going
concernbasis.
Viability Statement
The Board considered its obligation to assess the viability of
the Company over a period longer than the 12 months from
the date of approval of the financial statements required by
the ‘going concern’ basis of accounting. The Board concluded
that a period of five years was appropriate for this review.
The Board considers the Company, with no fixed life, to be a
long-term investment vehicle but, for the purposes of this
viability statement, has decided that a period of five years
is an appropriate period over which to report. The Board
considers that this period reflects a balance between looking
out over a long-term horizon and the inherent uncertainties
of looking out further than five years.
When deciding on this period the Directors considered the
Company’s portfolio of Asian smaller companies, the holding
period of which is typically three to five years.
The Directors have also carried out a robust assessment of
the principal and emerging risks that are facing the Company
over the period of the review, including those that would
threaten its business model, future performance, solvency or
liquidity, as noted on pages 28 and 29 and discussed in note
16 to the Financial Statements.
The Directors have also taken account of the liquidity of
the portfolio, which consists of listed equities, the level of
ongoing charges, and the conditional tender offer in 2027, for
25 per cent of the Company's outstanding share capital when
considering the viability of the Company over the next five
years and its ability to meet liabilities as they fall due.
Based on the results of this analysis, the Directors have a
reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the five year period of their assessment.
Financial Instruments
Information on the Company’s financial instruments can be
found in the Notes to the Financial Statements on pages 53
to 65.
Principal Risks and Risk Management
Information on the principal and emerging risks of the
Company, and the management of these risks can be
found on pages 28 and 29 and in note 16 to the Financial
Statements on pages 61 to 64.
Strategic Report Governance Financial Statements Shareholder Information
32 | The Scottish Oriental Smaller Companies Trust plc
Directors’ Report cont’d
Directors’ Indemnity
The Company’s Articles of Association entitle any Director or
Officer of the Company to be indemnified out of the assets
of the Company against any loss or liability incurred by
him or her in the execution of his or her duties in relation
to the Company’s affairs to the extent permitted by law.
The Company maintains insurance in respect of Directors’
and Officers’ liability in relation to their acts on behalf of
theCompany.
Corporate Governance
The Company’s Corporate Governance Report is set out on
pages 39 to 41 and forms part of the Directors’ Report.
Greenhouse Gas Emissions and
Streamlined Energy & Carbon
Reporting (‘SECR’)
All of the Company’s activities are outsourced to third parties.
The Company therefore has no greenhouse gas emissions to
report from its operations, nor does it have responsibility for
any other emissions producing sources under the Companies
Act 2006 (Strategic Report and Directors’ Reports) Regulations
2013. For the same reasons as set out above, the Company
is a low energy user under the SECR regulations and has no
energy and carbon information to disclose.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance towards
the criminal facilitation of tax evasion.
Disclosure of Information to the Auditor
The Directors confirm that as far as they are aware, as at the
date of this Report, there is no relevant audit information
of which the Company’s auditor is unaware and that each
Director has taken all the steps he or she might reasonably
be expected to have taken as a Director in order to make
himself or herself aware of any relevant audit information
and to establish that the Company’s auditor is aware of
thatinformation.
Annual General Meeting
The Notice of Annual General Meeting to be held on
Wednesday 28January 2026 at 12.15pm is set out on pages
69 to 74. Resolutions 1 to 10 will be proposed as Ordinary
Resolutions and Resolutions 11 to 13 will be proposed as
Special Resolutions. Please refer to pages 71 and 72 for a full
explanation of allresolutions.
Recommendation
The Directors consider that the passing of each of the
resolutions to be proposed at the Annual General Meeting
is in the best interests of the Company and its shareholders
as a whole and they unanimously recommend that all
shareholders vote in favour of these resolutions.
Relations with Shareholders
The Board places great importance on communication
with shareholders. In addition to the regular annual and
half year reports, monthly factsheets, and investment
updates, a wealth of additional information is available
on the Company’s website www.scottishoriental.com.
The Investment Manager has a policy of meeting major
shareholders and reports to the Board following such
meetings. The Chairman and members of the Board are
also available to meet with shareholders as appropriate.
Any shareholder wishing to communicate with a member of
the Board may do so by contacting the Company Secretary
as detailed on page 76. Proxy voting figures for each
resolution are made available to shareholders after the AGM
via the Company's website. The Annual Report is sent to
shareholders at least 21 days before theAGM.
Exercise of Voting Powers
The Investment Manager decides whether and how to vote
on investee company resolutions on behalf of the Company
in accordance with the Investment Manager’s judgement of
what is best for the Company and its shareholders in each
individual case.
On behalf of the Board
Juniper Partners Limited
Company Secretary
11 November 2025
Annual Report 2025 | 33
Strategic Report Governance Financial Statements Shareholder Information
Report of the Audit Committee
The Audit Committee is chaired by Michelle Paisley and also
comprises Andrew Baird and Karen Roydon.
The Audit Committee has clearly defined written terms of
reference which are available on the Company’s website. The
main functions of the Audit Committee are as follows:
• to monitor the integrity of the financial statements of
the Company and any formal announcements relating
to the Company’s financial performance, and to review
significant financial reporting judgements contained
inthem;
• to consider the appointment of the external auditor, the
audit fee, and any questions of the external auditor’s
resignation or dismissal;
• to review the half‑year and annual financial statements
before submission to the Board;
• to monitor and review the effectiveness of the Company’s
statements on corporate governance and internal control
systems (including financial, operational and compliance
controls and risk management) prior to endorsement by
the Board; and
• to review and monitor the external auditor’s
independence and the effectiveness of the audit process,
taking into consideration relevant UK professional and
regulatory requirements. The Audit Committee also
reviews the objectivity of the auditor and the terms under
which they are appointed to perform non-audit services.
Johnston Carmichael LLP (‘Johnston Carmichael’) provided
no non‑audit services for the year ended 31August 2025.
At the request of the Board, the Audit Committee considered
whether the 2025 Annual Report was fair, balanced and
understandable and whether it provided the necessary
information for shareholders to assess the Company’s
performance, business model and strategy. The Audit
Committee having reviewed the Annual Report, is satisfied
that, taken as a whole, it is fair, balanced and understandable.
In reaching this conclusion the Audit Committee has assumed
that the reader of the Annual Report has a reasonable level
of knowledge of the investment industry.
Auditor
As part of its review of the scope and results of the audit,
the Audit Committee considered and approved Johnston
Carmichael’s plan for the audit of the financial statements
for the year ended 31 August 2025. At the conclusion of the
audit, Johnston Carmichael did not highlight any issues to
the Audit Committee which would cause it to qualify its audit
report, nor did it highlight any fundamental internal control
weaknesses. Johnston Carmichael issued an unqualified audit
opinion which is included on pages 43 to 48.
As part of the review of auditor independence and effectiveness,
Johnston Carmichael confirmed that it has remained
independent of the Company and has complied with relevant
auditing standards. In evaluating Johnston Carmichael, the Audit
Committee has taken into consideration the standing, skills and
experience of the firm and the audit team. The Audit Committee,
from direct observation and enquiry of the Investment Manager
and Company Secretary, is satisfied that Johnston Carmichael
continues to provide effective and independent challenge
in carrying out its responsibilities. Following professional
guidelines, the audit principal rotates after five years. The
current audit principal, Richard Sutherland, is in the third year
of his appointment. On the basis of this assessment, the Audit
Committee has recommended to the Board that Johnston
Carmichael continues to be appointed as auditor. Johnston
Carmichael’s performance will continue to be reviewed annually
taking into account all relevant guidance and best practice.
The Audit Committee does not consider that an internal audit
function is necessary as the Company has outsourced all of
its functions to third party service providers. The Company
also has no employees.
Internal Controls
The Directors are ultimately responsible for the internal
controls of the Company which aim to ensure that
proper accounting records are maintained, the assets are
safeguarded and the financial information used within the
business and for publication is reliable. The Directors are
required to review the effectiveness of the Company’s system
of internal control. The AIC Code of Corporate Governance
states that the review should cover all material controls,
including financial, operational and compliance controls
and risk management systems. Operational and reporting
systems are in place to identify, evaluate and monitor the
operational risks potentially faced by the Company and to
ensure that effective internal controls have been maintained
throughout the period under review and up to the date of
approval of this Annual Report. The Audit Committee receives
and examines reports on internal controls from all key
service providers. The Board confirms that there is a process
for identifying, evaluating and managing the significant risks
faced by the Company. A full review of all internal controls
is undertaken annually and the Board confirms that it has
reviewed the effectiveness of the system of internal control.
34 | The Scottish Oriental Smaller Companies Trust plc
Report of the Audit Committee cont’d
These controls include:
• reports at regular Board meetings of all security and
revenue transactions effected on the Company’s behalf.
These transactions can be entered into only following
appropriate authorisation procedures determined by
the Board, the Investment Manager and the Company
Secretary;
• custody of the Company’s assets has been delegated
to JP Morgan Chase Bank N.A. ('JP Morgan'). The records
maintained by JP Morgan permit the Company’s
holdings to be readily identified. The Investment
Manager and Administrator carry out regular
reconciliations with the custodian’s records of the
Company’s cash and holdings;
• the Investment Manager’s compliance and risk
department monitors compliance by individuals and
the Investment Manager’s operations with the rules of
the Financial Conduct Authority and provides regular
reports to the Board; and
• a risk matrix is prepared which identifies the principal
and emerging risks faced by the Company and the
Investment Manager’s and Company Secretary and
Administrator’s controls in place to manage these risks
effectively.
These systems are designed to manage rather than
eliminate risk and can provide only reasonable and not
absolute assurance against material misstatement or loss.
Significant Accounting Matters
Significant accounting matter Actions taken
Valuation of investments The Company’s accounting policy for valuing investments is set out on page 53 and
the prices of all investments are reconciled against an independent source by the
Administrator.
Existence/ownership of investments The assets held within the investment portfolio are reconciled regularly to the
custodian’s records by the Administrator.
Performance fees calculation Any performance fee payable is calculated by the Company Secretary and reviewed
by another team member at Juniper Partners.
Revenue recognition The recognition of investment income is undertaken in accordance with Accounting
Policy (b) on page 53.
Michelle Paisley
Director
11 November 2025
Annual Report 2025 | 35
Strategic Report Governance Financial Statements Shareholder Information
Directors’ Remuneration Report
Statement by the Chairman
This report has been prepared in accordance with the
requirements of the Companies Act 2006. An ordinary resolution
for the approval of this report will be put to shareholders at the
forthcoming Annual General Meeting. The remuneration policy,
which was approved by shareholders at the Company’s Annual
General Meeting in December 2023 (resolution received 99.76 per
cent of votes for, 0.18 per cent of votes against, and 0.06 per cent
of votes were withheld), will again be put to shareholders at the
Annual General Meeting in January 2027.
Remuneration Committee
The Remuneration Committee is chaired by Andrew Baird
and comprises all independent non-executive Directors.
Appointments are periodically reviewed. The Remuneration
Committee’s terms of reference are available on the
Company’s website and clearly define the Remuneration
Committee’s responsibilities.
Policy on Directors’ Remuneration
The Board’s policy is that the remuneration of non-executive
Directors should reflect the experience of the Board as a
whole and be fair and comparable to that of other investment
trusts that are similar in size and have similar objectives and
structures. Furthermore the level of remuneration should be
sufficient to attract and retain the high calibre of Directors
needed to oversee the Company properly and to reflect
the specific circumstances of the Company, the duties and
responsibilities of the Directors and the value and amount of
time committed to the Company’s affairs.
The fees of the non-executive Directors are set within
maximum limits as defined in the Company’s Articles of
Association, and may be amended from time to time subject
to shareholder approval at a general meeting. The current
aggregate limit on Directors’ fees is £200,000 per annum. The
Directors are not eligible for bonuses, pension benefits, share
options, long‑term incentive schemes or other benefits. The
Directors’ fees are not performance related.
Directors’ Service Contracts
The Directors do not have contracts of service with the
Company. All of the Directors have entered into letters
of appointment. The letters of appointment provide that
Directors are appointed for an initial period of three years
and are subject to election by shareholders at the first
Annual General Meeting after their appointment. Thereafter,
they must retire at intervals of no more than three years.
Their re-election is subject to shareholder approval. The
letters of appointment are available for inspection on
request. Any Director who has served on the Board for more
than nine years will submit himself or herself for re-election
annually. There is no notice period and no provision for
compensation upon early termination of appointment. The
Board believes that long‑term appointments are a benefit to
the Company in terms of awareness and industry experience.
Annual Report on Remuneration
The Board carried out a review of the level of Directors’ fees
during the year. It was resolved to increase the level of the
Chairman’s fee from £42,700 to £44,800 per annum, the Audit
Committee Chair's fee from £36,600 to £38,400 per annum
and Directors’ fees from £30,500 to £32,000 per annum. The
Senior Independent Director will also receive an additional
annual fee of £2,000, all increases were effective from 1July
2025. In setting these rates, the Board considers the factors
set out in the Policy on Directors’ Remuneration adjacent
to this paragraph. The Board has not received any views
from the Company’s shareholders in respect of the levels of
Directors’ remuneration.
The law requires the Company’s auditor to audit certain
of the disclosures provided. Where disclosures have been
audited, they are indicated as such. The auditor’s opinion is
included in their report on pages 43 to 48.
36 | The Scottish Oriental Smaller Companies Trust plc
Directors’ Interests
The Directors at the year end had the following interests in the share capital of the Company. All the Directors’ interests, save
as otherwise disclosed, are beneficial interests in the share capital of the Company. The following table has been audited:
31August 2025
ordinary
5p shares
31August 2024
ordinary
5p shares
†
Jeremy Whitley 418,750 403,750
Andrew Baird 10,000 10,000
Uma Bhugtiar – –
Michelle Paisley – –
Karen Roydon 33,552 –
†
Adjusted for the five for one share split of the ordinary shares on 28 February 2025.
The Company has no service contracts with its Directors and has not entered into any other contract in which a Director has
an interest.
Directors’ Emoluments for the Year
The following emoluments in the form of fees were received by the Directors who served in the year. The following table has
been audited:
Fees
2025
£
Fees
2024
£
%
change
Jeremy Whitley (Chairman) 43,050 39,617 8.7
Andrew Baird 31,083 28,000 11.0
Uma Bhugtiar* 30,750 24,296 26.6
Michelle Paisley (Audit Committee Chair) 36,900 31,933 15.6
Karen Roydon
†
30,750 20,529 49.8
Anne West
††
– 7,384 -
172,533 151,759 13.7%
*
Appointed to the Board on 19 October 2023.
†
Appointed to the Board on 8 December 2023.
††
Retired from the Board on 7 December 2023.
The Directors are not eligible for bonuses, pension benefits, share options, long‑term incentive schemes or other benefits.
The Directors’ fees are not performance related.
The table below contains the annual percentage change in remuneration in the five financial years prior to the current year in
respect of each Director.
Fee Rates
Year to
31 August 2021
£
Year to
31 August 2022
£
Year to
31 August 2023
£
Year to
31 August 2024
£
Year to
31 August 2025
£
Chairman 32,750 34,333 36,500 39,617 43,050
+3.4% +4.8% +6.3% +8.5% +8.7%
Audit Committee Chair 26,167 27,250 28,917 31,933 36,900
+3.3% +4.1% +6.1% +10.4% +15.6%
Non-executive Director 23,167 24,250 25,833 28,000 30,750
+2.6% +4.7% +6.5% +8.4% +9.8%
Senior Independent Director – – – – 333
– – – – –
Directors’ Remuneration Report cont’d
Annual Report 2025 | 37
Strategic Report Governance Financial Statements Shareholder Information
Statement of Voting at Annual General Meeting
Voting on the resolutions to approve the Directors’ Remuneration Report at the Company’s AGM on 29 January 2025 was as follows:
Resolution Votes For Votes Against Votes Withheld
Approve Directors’ Remuneration Report 10,707,471 44,103 31,020
Relative Importance of Directors’ Fees
2025
£000
2024
£000
Directors’ fees 173 152
Buyback of ordinary shares 8,099 10,527
Dividend(s) paid 5,140 3,138
Expenses (including performance fee) 3,913 3,677
2025
%
2024
%
Directors' fees as a percentage of buyback of ordinary shares 2.1 1.4
Directors' fees as a percentage of dividend(s) paid 3.4 4.8
Directors’ fees as a percentage of expenses 4.4 4.1
Further details of the Company’s expenses can be found in notes 2 and 3 on page55.
38 | The Scottish Oriental Smaller Companies Trust plc
Directors’ Remuneration Report cont’d
Company Performance
The graph below compares the total return (assuming all dividends are reinvested) to ordinary shareholders for the last ten
financial years compared to the total shareholder return on the MSCI AC Asia ex Japan Small Cap Index. This index was chosen
for comparison purposes, as it is the index used for investment performance measurement purposes. The total returns for the
MSCI AC Asia ex Japan Index and the FTSE All-Share Index are also displayed for comparison purposes.
Total Return – Scottish Oriental versus comparator indices
Return %
FTSE All-Share Index
Share Price Total Return
NAV Total Return
MSCI AC Asia ex Japan Small Cap Index
MSCI AC Asia ex Japan Index
100
120
140
160
180
200
220
240
260
Source: LSEG Datastream
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
The Directors’ Remuneration report on pages 35 to 38 was approved by the Board of Directors on 11November 2025 and signed
on its behalf by
Andrew Baird
Chair of the Remuneration Committee
11 November 2025
Directors’ Remuneration Report cont’d
Annual Report 2025 | 39
Strategic Report Governance Financial Statements Shareholder Information
Directors’ Statement on Corporate
Governance
The Board has considered the Principles and Provisions of
the AIC Code of Corporate Governance (‘AIC Code’). The AIC
Code addresses the Principles and Provisions set out in the
UK Corporate Governance Code (the ‘UK Code’), as well as
setting out additional Provisions on issues that are of specific
relevance to the Company. 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 Company has complied with the Principles and
Provisions of the AIC Code during the year ended 31 August
2025.
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.
A revised AIC Code was issued in August 2024, and will come
into effect for accounting periods beginning on or after
1January 2025 (with the exception of Provision 34 which will
come into effect for accounting periods beginning on or
after 1 January 2026). The Board will review the Company’s
governance arrangements to ensure ongoing compliance with
the updated AIC Code.
The Board
As Chairman, Jeremy Whitley is responsible for leading
the Board and ensuring its effectiveness in all aspects
of its role. In line with the requirements of the AIC Code,
the responsibilities of the Chairman and the Senior
Independent Director ('SID') have been agreed by the
Board and are available to view on the Company’s website:
www.scottishoriental.com.
The Board has formalised the arrangements under which
the Directors, in the furtherance of their duties, may take
independent professional advice. The Company also
maintains Directors’ and Officers’ liability insurance. There
were no third party indemnity provisions over the course of
the year or since the year end.
Other than their letters of appointment, none of the Directors
has a contract of service nor have there been any contracts
or arrangements between the Company and any Director at
any time during the year.
The Board has engaged external companies to undertake
the Company’s investment management, administrative
and custodial activities. Clear, documented contractual
arrangements are in place between the Company and its
service providers that define the areas where the Board
has delegated functions to them. Further details of the
Investment Management Agreement are given on page 24.
A schedule of matters specifically reserved to the Board
for its decision has been adopted. These reserved matters
include the approval of Annual and Interim Reports; the
recommendation of dividends; the approval of press releases
and circulars; Board appointments and resignations; and the
membership of committees. Decisions regarding the capital
structure of the Company (including share buybacks and
treasury share transactions) are also taken by the Board,
while the day-to-day investment of the portfolio is delegated
to the Investment Manager.
Meetings
The Board meets at least four times per year and has a formal schedule of matters specifically reserved to it for decision
including investment policy and agreement of the terms of appointment of the Investment Manager. The number of meetings
of the Board, Audit Committee, Remuneration Committee, Nomination Committee and Management Engagement Committee
held during the year and the attendance of the individual directors at those meetings is shown in the table below. Board
papers are distributed prior to all meetings in a form and of a quality appropriate to enable the Board to discharge its duties.
Directors can in addition raise any matters at meetings.
Number of Meetings Board
Audit
Committee
Remuneration
Committee
Management
Engagement
Committee
Nomination
Committee
Jeremy Whitley 4/4 3/3* 1/1 1/1 1/1
Andrew Baird 4/4 3/3 1/1 1/1 1/1
Uma Bhugtiar 4/4 3/3 1/1 1/1 1/1
Michelle Paisley 4/4 3/3 1/1 1/1 1/1
Karen Roydon 4/4 3/3 1/1 1/1 1/1
* Attendance by invitation
Corporate Governance
40 | The Scottish Oriental Smaller Companies Trust plc
Independence of Directors and Tenure
The Board has considered the independent status of each
Director under the AIC Code and has determined that all
Directors are independent.
The Board believes that length of service does not necessarily
compromise the independence or contribution of directors
of an investment trust company. Indeed, in its opinion,
continuity and experience often add significantly to the
strength of the board. The Directors are mindful of the need
for a carefully considered succession plan and will continue
to focus on this area.
The Board considers its non-executive Directors to be free from
any business or other relationship with the Investment Manager
or its employees which could interfere with or compromise the
exercise of his or her independent judgement and, therefore,
independent of the Investment Manager.
Performance Appraisals
Performance appraisals of the Chairman and Directors
were carried out during the accounting period through a
discussion based process. The Chairman’s appraisal was led
by the Senior Independent Director, Andrew Baird. The Board
concluded that the Chairman and each Director contributed
effectively and demonstrated commitment to his or her role.
The Board also concluded that the performance of the Board
as a whole and its Committees was effective. The Board
has given consideration to appointing an external Board
evaluator, however, it does not believe it is necessary at this
time. The training and development needs of Directors are
discussed prior to and during the annual appraisal.
Election/Re-election of Directors
The Articles of Association provide that each Director
is subject to election at the first AGM after his or her
appointment and must retire by rotation every three years.
The Board has adopted annual re-election of Directors. Each
updated re-election is subject to shareholder approval, based
upon the recommendations of the full Board. Biographical
details of all Directors are set out on page 22 of this Annual
Report to enable shareholders to take an informed decision
on their re-election.
From these details, it will be seen that the Board has
a breadth of investment, commercial and professional
experience with an international and, more specifically, Asian
perspective. The Board confirms that each of these Directors
makes a significant contribution to Board deliberations.
The Board therefore believes that it is in the interests of
shareholders that all Directors be re-elected.
Board Diversity
The Nomination Committee considers diversity, including
balance of skills, knowledge, gender, social and ethnic
backgrounds, cognitive and personal strengths and
experience, amongst other factors when reviewing the
composition of the Board.
The Nomination Committee does not consider it appropriate
to establish diversity targets or quotas at this time. However,
it is conscious of the diversity targets set out in the FCA
Listing Rules and the AIC Code of Corporate Governance in
appointing appropriately diverse, independent non-executive
Directors who set the operational and moral standards of the
Company and aims to have an appropriate level of diversity
on the Board. In accordance with UK Listing Rule 6 Annex 1R
the Board has provided the following information in relation
to its diversity as at 31 August 2025, being the financial year
end of the Company.
The information included in the following tables has been
obtained following confirmation from the individual Directors.
The Company did not meet the FCA gender diversity target
of one woman in a senior board position (which is defined
as Chair, CEO, SID or Chief Financial Officer). As an externally
managed investment trust the Company does not have the
roles of CEO or Chief Financial Officer. However, the Chair of the
Audit Committee, which the Board considers to be an equivalent
senior position for an investment trust is held by a woman.
Following Uma Bhugtiar’s retirement from the Board on
28 October 2025, the Company no longer meets the FCA’s
diversity targets in respect of ethnic background. The Board
is in the process of recruiting a successor to Ms Bhugtiar
and will take the FCA’s diversity targets into consideration
throughout this process.
Board gender as at 31 August 2025
Number of
Board
members
Percentage
of the
Board
Number of
senior
positions on
the Board
(4)
Number in
executive
management
(1)
Percentage
of executive
management
(1)
Male 2 40 2 n/a n/a
Female 3 60
(2)
0
(3)
n/a n/a
Not specified/prefer not to say – – – n/a n/a
Corporate Governance cont’d
Annual Report 2025 | 41
Strategic Report Governance Financial Statements Shareholder Information
Board ethnic background as at 31 August 2025
Number of
Board
members
Percentage
of the
Board
Number of
senior
positions on
the Board
(4)
Number in
executive
management
(1)
Percentage
of executive
management
(1)
White British or other white
(including minority groups) 4 80 2 n/a n/a
Mixed/multiple ethnic groups – – – n/a n/a
Asian/Asian British 1 20 – n/a n/a
Black/African/Caribbean/Black British – – – n/a n/a
Other ethnic group, including Arab – – – n/a n/a
Not specified/prefer not to say – – – n/a n/a
(1)
The number of Directors in executive management is not applicable for an investment trust.
(2)
This meets the Listing Rules target of 40 per cent.
(3)
The position of the Chair of the Audit Committee is held by a woman. However this is not currently defined as a senior position.
(4)
The rules state that the senior board positions consist of Chair, CEO, SID or Chief Financial Officer.
Relations with Shareholders
The Company welcomes the views of shareholders and places
great importance on communication with its shareholders.
Please refer to page 26 for details of engagement activity in
the year to 31 August 2025.
Board Committees
The Chair of each Board Committee fulfils an important
leadership role similar to that of the Chairman of the Board,
particularly in creating the conditions for overall Committee
and individual Director effectiveness.
Audit Committee
This Committee is comprised of all Directors (excluding
Jeremy Whitley, the Company's Chairman) and is chaired
by Michelle Paisley, who is an experienced investment
professional, with significant experience in reviewing
statutory accounts. The Board is satisfied that Ms Paisley
has recent and relevant financial experience to guide the
Committee in its deliberations.
The Board is also satisfied that other members of the Audit
Committee have relevant and recent financial experience to
fulfil their role effectively and also have sufficient experience
relevant to the closed ended investment company sector and
UK listed companies. The report from this Committee is set
out on pages 33 and 34.
Nomination Committee
The Board as a whole fulfils the functions of a Nomination
Committee which is chaired by Andrew Baird.
The Nomination Committee terms of reference are available
on the Company’s website and clearly define the Committee’s
responsibilities. Once a decision is made to appoint a
new Director, each Director is invited to submit potential
candidates for consideration by the Nomination Committee.
The Nomination Committee considers a broad range of skills
and experience when seeking potential candidates including
diversity and gender.
The Nomination Committee meets at least annually.
Management Engagement Committee
The Committee comprises all the independent non-executive
Directors of the Company and is chaired by Andrew Baird.
The Committee meets at least annually to consider the
performance and remuneration of the Investment Manager and
to review the terms of the investment management contract.
Risk Management and Internal
Controls
Details of the principal risks and internal controls applied by
the Board are set out on pages 28 and 29 and pages 33 and 34
respectively.
By order of the Board
Juniper Partners Limited
Company Secretary
11 November 2025
42 | The Scottish Oriental Smaller Companies Trust plc
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report
in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year.
Under that law the Directors have elected to prepare the
Financial Statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law), including FRS 102
“The Financial Reporting Standard applicable in the UK and
Republic of Ireland”. Under company law the Directors must
not approve the Annual Report unless they are satisfied that
it gives a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company for that period.
Inpreparing the Annual Report, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent; and
• state whether applicable UK Accounting Standards
have been followed, subject to any material departures
disclosed and explained in the Annual Report.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the Financial Statements and
the Remuneration Report 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 Directors confirm that suitable accounting policies,
applied consistently and supported by reasonable and
prudent judgements and estimates, have been used in the
preparation of the Financial Statements and that applicable
accounting standards have been followed.
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 position and performance, business model
and strategy. In reaching this conclusion, the Directors
have assumed that the reader of the Annual Report has a
reasonable level of knowledge of the investmentindustry.
The Annual Report is published on the Company’s website
www.scottishoriental.com which is maintained by the
Investment Manager. The maintenance and integrity of the
corporate and financial information relating to the Company
is the responsibility of the Investment Manager. The work
carried out by the auditor does not involve consideration
of the maintenance and integrity of this website and,
accordingly, the auditor accepts no responsibility for any
changes that may have occurred to the Annual Report since
they were initially presented on the website. Visitors to the
website need to be aware that legislation in the United
Kingdom governing the preparation and dissemination of
accounts may differ from legislation in other jurisdictions.
Each of the Directors confirms that to the best of his or
herknowledge:
• the Financial Statements, prepared in accordance with
applicable United Kingdom accounting standards, give
a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company; and
• the Strategic Report and the Directors’ Report include a
fair review of the development and performance of the
business and the position of the Company, together with
a description of the principal and emerging risks and
uncertainties that the Company faces.
By order of the Board
Jeremy Whitley
Chairman
11 November 2025
Annual Report 2025 | 43
Report of the Independent Auditor
Independent Auditor’s Report
To the members of The Scottish
Oriental Smaller Companies Trust plc
Opinion
We have audited the financial statements of The Scottish
Oriental Smaller Companies Trust plc (“the Company”), for
the year ended 31 August 2025, which comprise the Income
Statement, the Statement of Financial Position, the Cash Flow
Statement, the Statement of Changes in Equity, and notes
to the financial statements, including significant accounting
policies. The financial reporting framework that has been
applied in their preparation is applicable law and United
Kingdom Accounting Standards, including Financial Reporting
Standard 102 The Financial Reporting Standard applicable
in the UK and Republic of Ireland (United Kingdom Generally
Accepted Accounting Practice).
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s
affairs as at 31 August 2025 and of its net return for the
year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; 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 responsibilities for the audit of the financial
statements section of our report. 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. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Our approach to the audit
We planned our audit by first obtaining an understanding of
the Company and its environment, including its key activities
delegated by the Board to relevant approved third-party
service providers and the controls over provision of those
services.
We conducted our audit using information maintained
and provided by Juniper Partners Limited (the “Company
Secretary”, and “Administrator”), J.P. Morgan Chase Bank
N.A. (the “Custodian”), J.P. Morgan Europe Limited (the
“Depositary”) First Sentier Investors (UK) Investment
Management Limited (the “Investment Manager”), First
Sentier Investors (UK) Funds Limited (the “Alternative
Investment Fund Manager”), and Computershare Investor
Services plc (the Registrar”) to whom the Company has
delegated the provision of services.
We tailored the scope of our audit taking into account the
types of investments within the Company, the involvement
of the Administrator, the accounting processes and controls,
and the industry in which the Company operates.
The scope of our audit was influenced by our application
of materiality. We set certain quantitative thresholds for
materiality. These together with qualitative considerations,
helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures
and in the evaluation of the effect of misstatements, both
individually and in aggregate on the financial statements as
a whole.
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 forming our opinion
thereon, we do not provide a separate opinion on these
matters.
Strategic Report Governance Financial Statements Shareholder Information
44 | The Scottish Oriental Smaller Companies Trust plc
We summarise below the key audit matters in arriving at our audit opinion above, together with how our audit addressed
these matters and the results of our audit work in relation to these matters.
Key audit matter
How our audit addressed the key audit matter and our
conclusions
Valuation of investments
As per page 34 (Report of the Audit Committee), page 53
(Accounting Policies) and note 8.
The valuation of the portfolio at 31 August 2025 was £409.6m
(2024: £409.8m) and comprised entirely of listed equity
investments.
As this is the largest component of the Company’s Statement
of Financial Position, and a key driver of the Company’s
total return this has been designated as a key audit matter,
being one of the most significant assessed risks of material
misstatement due to error.
There is a further risk that investments held at fair value
may not be actively traded and the quoted prices may not be
reflective of their fair value.
We performed a walkthrough of the valuation process at
the Administrator to evaluate the design of the process and
implementation of key controls.
We compared market prices and exchange rates applied
to all listed equity investments held at 31 August 2025 to
an independent third-party source and recalculated the
investment valuations.
We obtained average trading volumes from an independent
third-party source for all investments held at year end and
challenged management’s active market assessment for
investments where trading volumes indicated lower levels of
liquidity.
From our completion of these procedures, we identified
no material misstatements in relation to the valuation of
investments.
Revenue recognition, including allocation of special
dividends as revenue or capital returns
As per page 34 (Report of the Audit Committee), page 53
(Accounting Policies) and note 1.
The income from investments for the year to 31 August 2025
was £11.0m (2024: £12.4m) consisting primarily of dividends
received from listed investments.
Revenue-based performance metrics are often one of the
key performance indicators for stakeholders. The income
from investments received by the Company during the year
directly impacts these metrics and the minimum dividend
required to be paid by the Company.
There is a risk that revenue is incomplete, did not occur or is
inaccurate through failure to recognise income entitlements
or failure to appropriately account for their treatment. It has
therefore been designated as a key audit matter being one of
the most significant assessed risks of material misstatement
due to fraud or error.
In particular, there is a heightened fraud risk due to the
judgement that is required in determining the allocation of
special dividends as revenue or capital returns within the
Income Statement.
We performed a walkthrough of the revenue recognition
process (including the process for allocating special
dividends as revenue or capital returns) at the Administrator
to evaluate the design of the process and implementation of
key controls.
We assessed whether income was recognised and disclosed
in accordance with the financial reporting framework,
including the AIC SORP and the Company’s accounting
policies.
We recalculated 100% of dividends due to the Company from
equity holdings, based on investment holdings throughout
the year and announcements made by investee companies.
We have agreed the foreign exchanges rates used and
agreed a sample of investment income recognised to bank
statements.
We obtained management’s list of all special dividends
received by the Company and their allocation as revenue
or capital returns, and used third-party independent data
sources to assess the completeness of the special dividend
population and evaluate management’s conclusions as
to whether special dividends recognised were revenue
or capital in nature with reference to the underlying
circumstances of the investee companies’ dividend payments.
From our completion of these procedures, we identified no
material misstatements with revenue recognition, including
allocation of special dividends as revenue or capital returns.
Report of the Indep. Auditor cont’d
Annual Report 2025 | 45
Strategic Report Governance Financial Statements Shareholder Information
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the
nature and extent of our work and in evaluating the results of that work.
Materiality measure Value
Materiality for the financial statements as a whole
– we have set materiality as 1% of net assets as we believe that
net assets is the primary performance measure used by investors and is the key driver of shareholder value. We
determined the measurement percentage to be commensurate with the risk and complexity of the audit and the
Company’s listed status.
£3.80m
(2024:
£4.03m)
Performance materiality
– performance materiality represents amounts set by the auditor at less than materiality
for the financial statements as a whole, to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.
In setting this we consider the Company’s overall control environment and any experience of the audit that
indicates a lower risk of material misstatements. Based on our judgement of these factors, we have set
performance materiality at 75% of our overall financial statement materiality.
£2.90m
(2024:
£3.02m)
Specific materiality
– recognising that there are transactions and balances of a lesser amount which could
influence the understanding of users of the financial statements we calculate a lower level of materiality for
testing such areas.
Specifically, given the importance of the distinction between revenue and capital for the Company, we applied a
separate testing threshold for the revenue column of the Income Statement set at the higher of 5% of the revenue
net return on ordinary activities before taxation and our Audit Committee Reporting Threshold.
We have also set a separate specific materiality in respect of related party transactions and Directors’
remuneration.
We used our judgement in setting these thresholds and considered our past experience and industry benchmarks
for specific materiality.
£0.32m
(2024:
£0.40m)
Audit Committee reporting threshold
– we agreed with the Audit Committee that we would report to them all
differences in excess of 5% of overall materiality in addition to other identified misstatements that warranted
reporting on qualitative grounds, in our view. For example, an immaterial misstatement as a result of fraud.
£0.19m
(2024:
£0.20m)
During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of calculation used at
year-end.
46 | The Scottish Oriental Smaller Companies Trust plc
Report of the Indep. Auditor cont’d
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:
• Evaluating management’s method of assessing going
concern, including assessment of loan note covenants,
tender offer and consideration of market conditions and
macro economic uncertainties;
• Assessing and challenging the forecast cashflows and
associated sensitivity modelling including assessment of
the loan note covenants, used by the Directors in support
of their going concern assessment;
• Obtaining and recalculating management’s assessment of
the Company’s ongoing maintenance of investment trust
status;
• Evaluating management’s assessment of the business
continuity plans of the Company’s main service providers;
and
• Assessing the adequacy of the Company’s going concern
disclosures included in the Annual Report.
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 of at least twelve months from when the financial
statements are authorised for issue.
In relation to the Company’s reporting on how it has 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.
Other information
The other information comprises the information included in
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 our 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 this other
information, we are required to report that fact.
We have nothing 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 the 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 the 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 by the
Company, 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
• 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; or
• A corporate governance statement has not been prepared
by the Company.
Annual Report 2025 | 47
Strategic Report Governance Financial Statements Shareholder Information
Corporate governance statement
The Listing Rules require us to review 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.
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:
• the Directors’ statement with regards to the
appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set
out on page 31;
• the 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 page 31;
• the Directors’ statement on fair, balanced and
understandable set out on page 42;
• the Directors’ statement on whether it has a reasonable
expectation that the Company will be able to continue in
operation and meets its liabilities set out on page 31;
• the Directors’ confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
pages 28 and 29;
• the section of the Annual Report that describes the
review of the effectiveness of risk management and
internal control systems set out on pages 33 and 34; and
• the section describing the work of the Audit Committee
set out on pages 33 and 34.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 42, 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 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.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Extent to which 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
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
We assessed whether the engagement team collectively had
the appropriate competence and capabilities to identify
or recognise non-compliance with laws and regulations by
considering their experience, past performance and support
available.
All engagement team members were briefed on relevant
identified laws and regulations and potential fraud risks at
the planning stage of the audit. Engagement team members
were reminded to remain alert to any indications of fraud
or non-compliance with laws and regulations throughout
theaudit.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and the
sector in which it operates, focusing on those provisions that
had a direct effect on the determination of material amounts
and disclosures in the financial statements. The most
relevant frameworks we identified include:
• Companies Act 2006;
• Financial Conduct Authority (FCA) listing and Disclosure
Guidance and Transparency Rules (DTR);
• The principles of the UK Corporate Governance Code
applied by the AIC Code of Corporate Governance (the
“AIC Code”);
48 | The Scottish Oriental Smaller Companies Trust plc
Report of the Indep. Auditor cont’d
• Industry practice represented by the Statement of
Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts
(“the SORP”) issued by the Association of Investment
Companies (the ‘AIC’) in July 2022;
• Financial Reporting Standard 102; and
• The Company’s qualification as an investment trust under
section 1158 of the Corporation Tax Act 2010.
We gained an understanding of how the Company is
complying with these laws and regulations by making
enquiries of management and those charged with
governance. We corroborated these enquiries through our
review of relevant correspondence with regulatory bodies
and board meeting minutes.
We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur, by meeting with management and those charged
with governance to understand where it was considered there
was susceptibility to fraud. This evaluation also considered
how management and those charged with governance
were remunerated and whether this provided an incentive
for fraudulent activity. We considered the overall control
environment and how management and those charged with
governance oversee the implementation and operation of
controls. In areas of the financial statements where the risks
were considered to be higher, we performed procedures to
address each identified risk. We identified a heightened fraud
risk in relation to:
• Allocation of special dividends; and
• Management override of controls
Audit procedures performed in response to the risks relating
to the allocation of special dividends are set out in the
section on key audit matters above, and audit procedures
performed in response to the risk of management override of
controls are included below.
In addition to the above, the following procedures were
performed to provide reasonable assurance that the financial
statements were free of material fraud or error:
• Reviewing minutes of meetings of those charged with
governance for reference to: breaches of laws and
regulation or for any indication of any potential litigation
and claims; and events or conditions that could indicate
an incentive or pressure to commit fraud or provide an
opportunity to commit fraud;
• Performing audit procedures over the risk of management
override of controls, including testing of journal entries
and other adjustments for appropriateness, recalculating
the investment management fee and performance
fee, evaluating the business rationale of significant
transactions outside the normal course of business
and assessing judgements made by management in
their calculation of accounting estimates for potential
management bias;
• Completion of appropriate checklists and use of our
experience to assess the Company’s compliance with the
Companies Act 2006 and the Listing Rules; and
• Agreement of the financial statement disclosures to
supporting documentation.
Our audit procedures were designed to respond to the
risk of material misstatements in the financial statements,
recognising that 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
intentional concealment, forgery, collusion, omission or
misrepresentation. There are inherent limitations in the
audit procedures performed and the further removed non-
compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less
likely we would become aware of it.
Other matters which we are required
to address
Following the recommendation of the Audit Committee,
we were appointed by the Board on 24 March 2021 to audit
the financial statements for the year ended 31 August 2021
and subsequent financial periods. The period of our total
uninterrupted engagement is five years, covering the years
ended 31 August 2021 to 31 August 2025.
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 our audit.
Our 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.
Richard Sutherland (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
11 November 2025
Annual Report 2025 | 49
Strategic Report Governance Financial Statements Shareholder Information
For the year ended 31August 2025
2025 2024
Note Revenue Capital Total* Revenue Capital Total*
£000 £000 £000 £000 £000 £000
(Losses)/gains on investments 8 – (15,233) (15,233) – 67,406 67,406
Income from investments 1 11,028 8 11,036 12,382 – 12,382
Other income 1 136 – 136 80 – 80
Investment management fee 2 (2,900) – (2,900) (2,802) – (2,802)
Performance fee 2 – – – – (98) (98)
Currency losses – (288) (288) – (357) (357)
Other administrative expenses 3 (1,013) – (1,013) (777) – (777)
Net return on ordinary activities
before finance costs and taxation 7,251 (15,513) (8,262) 8,883 66,951 75,834
Finance costs 4 (835) – (835) (835) – (835)
Net return on ordinary activities
before taxation 6,416 (15,513) (9,097) 8,048 66,951 74,999
Tax on ordinary activities 5 (1,173) 2,308 1,135 (1,403) (11,440) (12,843)
Net return attributable to equity
shareholders 5,243 (13,205) (7,962) 6,645 55,511 62,156
Net return per ordinary share 7 4.51 (11.36) (6.85) 5.55p
†
46.34p
†
51.89p
†
* The total column of this statement is the Profit & Loss Account of the Company. The revenue and capital columns are supplementary to this and are prepared
under guidance published by the Association of Investment Companies.
There are no items of other comprehensive income, therefore this statement is the single statement of comprehensive income
of the Company.
The Board is proposing a final dividend of 2.9p per share for the year ended 31 August 2025 (2024: 2.8p
†
) and a special
dividend of 0.5p per share (2024: 1.6p
†
) which if approved, will be payable on 6 February 2026 to shareholders recorded on
the Company’s shareholder register on 9 January 2026.
The accounting policies on pages 53 and 54 and the notes on pages 55 to 65 form part of these Financial Statements.
All revenue and capital items derive from continuing operations.
Income Statement
†
Adjusted for the five for one share split of the ordinary shares on 28 February 2025.
50 | The Scottish Oriental Smaller Companies Trust plc
As at 31August 2025
Note 2025 2024
£000 £000 £000 £000
Investments held at fair value through profit or loss 8
Australia 3,141 –
China 93,838 77,895
Hong Kong 9,767 7,828
India 142,990 164,682
Indonesia 45,062 47,669
New Zealand 7,710 6,174
Philippines 46,764 41,872
Singapore 8,992 6,096
South Korea – 11,663
Taiwan 39,143 36,560
Vietnam 12,210 9,319
409,617 409,758
Current Assets
Debtors 9 944 2,834
Cash and deposits 6,650 37,972
7,594 40,806
Current Liabilities
Creditors 10 (3,051) (8,948)
(3,051) (8,948)
Net Current Assets 4,543 31,858
Non-Current Liabilities
Deferred tax liabilities on Indian capital gains 11 (2,442) (8,707)
Loan notes 11 (29,851) (29,841)
(32,293) (38,548)
Total Assets less Liabilities 381,867 403,068
Capital and reserves
Ordinary share capital 7,853 7,853
Share premium account 34,259 34,259
Capital redemption reserve 58 58
Capital reserves 328,341 349,645
Revenue reserve 11,356 11,253
Total Equity Shareholders’ Funds 381,867 403,068
Net asset value per share 13 331.72p 341.91p
†
†
Adjusted for the five for one share split of the ordinary shares on 28 February 2025.
These Financial Statements were approved and authorised for issue by the Board on 11November 2025 and signed on its
behalf by
Jeremy Whitley
Director
The accounting policies on pages 53 and 54 and the notes on pages 55 to 65 form part of these Financial Statements.
Statement of Financial Position
Annual Report 2025 | 51
Strategic Report Governance Financial Statements Shareholder Information
For the year ended 31August 2025
Note 2025 2024
£000 £000
Net cash outflow from operations before dividends, interest, purchases and sales
ofinvestments 14 (3,920) (5,751)
Dividends received from investments 11,055 12,535
Interest received from deposits 136 80
Cash inflow from operations 7,271 6,864
Taxation (1,422) (1,396)
Net cash inflow from operating activities 5,849 5,468
Investing activities
Purchases of investments (194,115) (123,398)
Sales of investments 175,236 159,114
Capital gains tax paid on sale of investments (3,713) (6,554)
Net cash (outflow)/inflow from investing activities (22,592) 29,162
Financing activities
Interest paid (825) (825)
Equity dividend(s) paid (5,140) (3,138)
Buyback of ordinary shares (8,326) (10,427)
Net cash outflow from financing activities (14,291) (14,390)
(Decrease)/increase in cash and cash equivalents (31,034) 20,240
Cash and cash equivalents at the start of the year 37,972 18,089
Effect of currency losses (288) (357)
Cash and cash equivalents at the end of the year* 6,650 37,972
* Cash and cash equivalents represents cash at bank.
Total tax paid for the year ended 31 August 2025 was £5,135,000 (2024: £7.950,000).
The accounting policies on pages 53 and 54 and the notes on pages 55 to 65 form part of these Financial Statements.
Cash Flow Statement
52 | The Scottish Oriental Smaller Companies Trust plc
For the year ended 31August 2025
Ordinary
Share
Capital
Share
Premium
Account
Capital
Redemption
Reserve
Capital
Reserves
Revenue
Reserve Total
£000 £000 £000 £000 £000 £000
Balance at 31 August 2024 7,853 34,259 58 349,645 11,253 403,068
Total comprehensive income:
Return for the year – – – (13,205) 5,243 (7,962)
Transactions with owners recognised
directly in equity:
Dividends paid in year* – – – – (5,140) (5,140)
Buyback of ordinary shares – – – (8,099) – (8,099)
Balance at 31 August 2025 7,853 34,259 58 328,341 11,356 381,867
* See note 6.
For the year ended 31August 2024
Ordinary
Share
Capital
Share
Premium
Account
Capital
Redemption
Reserve
Capital
Reserves
Revenue
Reserve Total
£000 £000 £000 £000 £000 £000
Balance at 31 August 2023 7,853 34,259 58 304,661 7,746 354,577
Total comprehensive income:
Return for the year – – – 55,511 6,645 62,156
Transactions with owners recognised
directly in equity:
Dividend paid in year* – – – – (3,138) (3,138)
Buyback of ordinary shares – – – (10,527) – (10,527)
Balance at 31 August 2024 7,853 34,259 58 349,645 11,253 403,068
* See note 6.
The accounting policies on pages 53 and 54 and the notes on pages 55 to 65 form part of these Financial Statements.
Statement of Changes in Equity
Annual Report 2025 | 53
Strategic Report Governance Financial Statements Shareholder Information
Accounting Policies
Basis of accounting
(a) The Scottish Oriental Smaller Companies Trust plc is
a public company limited by shares, incorporated and
domiciled in Scotland, and carries on business as an
investment trust. Details of the Company’s registered
office can be found in the ‘Company Information’ section
on page 76.
These Financial Statements have been prepared under
the historical cost convention (modified to include the
revaluation of fixed asset investments which are recorded
at fair value) and in accordance with the Companies
Act 2006, UK Generally Accepted Accounting Practice
(‘UK GAAP’), including FRS 102, and the Statement
of Recommended Practice “Financial Statements of
Investment Trust Companies and Venture Capital
Trusts” issued in July 2022 (the ‘SORP’). These Financial
Statements are prepared on a going concern basis.
In order to better reflect the activities of the Company
and in accordance with guidance issued by the AIC,
supplementary information which analyses the
Company's returns between items of revenue and capital
nature has been presented in the Income Statement.
The Financial Statements have also been prepared on
the assumptionthat approval as an investment trust will
continue to be granted.
The functional and reporting currency of the Company is
pounds sterling as this is the currency of the Company’s
share capital and the currency in which most of its
shareholders operate.
Income
(b) Dividends on securities are recognised on the date on
which the security is quoted ‘‘ex dividend’’ on the stock
exchange in the country in which the security is listed.
Foreign dividends include any withholding taxes payable
to the tax authorities. Where a scrip dividend is taken
in lieu of cash dividends, the net amount of the cash
dividend declared is credited to the revenue account. Any
excess in the value of shares received over the amount of
cash dividend foregone is recognised as capital. Special
dividends are credited to revenue or capital based on
the underlying circumstances related to the dividend and
whether in substance they represent a revenue return or
a return of capital.
(c) Overseas income is recorded at rates of exchange ruling
at the date of receipt.
(d) Bank interest receivable is accounted for on an accruals
basis and taken to revenue.
Expenses
(e) Expenses are accounted for on an accruals basis
and are charged through the revenue column of the
IncomeStatement.
(f) The investment management fee has been charged in
full to the revenue column of the Income Statement.
The performance fees are calculated on a three year-
rolling basis and payable annually. A performance fee is
recognised when there is a likelihood that the performance
conditions will be met. The performance fee is chargeable
in full to the capital column of the Income Statement.
Financial Instruments
(g) The Company has elected to adopt Sections 11 and 12 of
FRS 102 in respect of financial instruments.
(h) Financial assets and liabilities are recognised in the
Company’s Statement of Financial Position when it becomes
party to the contractual provisions of theinstrument.
(i) Listed investments have been classified as fair value
through profit or loss. Investments are recognised and
de-recognised at trade date where a purchase or sale is
under a contract whose terms require delivery within the
time frame established by the market concerned, and are
initially measured at cost (excluding any transaction costs).
Subsequent to initial recognition, investments are valued
at fair value which for listed investments is deemed to be
bid price or last traded price as at the close of business
on the year-end date. Gains and losses arising from
changes in fair value are included as a capital item in the
Income Statement and are ultimately recognised in the
Capital Reserve. Gains and losses arising on realisation of
investments are shown in the Capital Reserve.
The AIFM is responsible for ensuring that investments are
held at fair value and may make adjustments in the absence
of a market price or where strong evidence exists that the
market price or price provided by the pricing source does
not represent a fair value for the investment. At 31 August
2025 no adjustments were made to the quoted price of any
investment (31 August 2024: none).
As part of this process the AIFM monitors liquidity of
the investments. When historic trading data suggests an
investment is illiquid, these investments are categorised as
level 2 in the fair value hierarchy. An investment is deemed
to be illiquid when the Company’s holding is greater than
25% of the last years traded volume in that investment.
(j) Equities include ordinary shares and warrants.
(k) Cash and cash equivalents include cash at hand, deposits
held on call with banks and other short term highly liquid
investments with maturities of three months or less.
(l) Debtors and creditors do not carry any interest, are short
term in nature, and are stated as nominal value less any
allowance for irrecoverable amounts as appropriate.
54 | The Scottish Oriental Smaller Companies Trust plc
Loan notes
(m) Loan notes are initially recognised at cost, being the
fair value of the consideration received, net of any issue
expenses. Subsequently, they are measured at amortised
cost using the effective interest method. Finance charges
are accounted for on an accruals basis using the effective
interest rate method and are 100% charged to revenue.
Foreign currency
(n) Exchange rate differences on capital items are included
in the Capital Reserve, and on income items in the
RevenueReserve.
(o) All assets and liabilities denominated in foreign
currencies have been translated at year end
exchangerates.
Dividends
(p) Final and special dividends are recognised in the
period in which they are approved by the Company’s
shareholders.
Taxation
(q) Current tax payable is based on taxable profit for the year.
In accordance with the SORP, any tax relief on expenses
is allocated on the marginal basis using the Company’s
effective rate of corporation tax for the year.
Deferred taxation is provided using the liability method
on all timing differences, calculated at the rate at which it
is anticipated the timing differences will reverse. Deferred
tax assets are recognised only when, on the basis of
available evidence, it is more likely than not that there
will be taxable profits in the future against which the
deferred tax asset can be offset.
Owing to the Company’s status as an investment trust,
and the intention to continue to meet the conditions
required to obtain approval in the foreseeable future,
the Company has not provided deferred tax on any
capital gains and losses arising on the revaluation
ofinvestments, except in relation to Indian capital gains
tax (see note 5).
Significant judgements and estimates
(r) The preparation of the Company’s financial statements
requires the Directors to make judgements, estimates and
assumptions that affect the reported amounts recognised
in the financial statements and disclosure of contingent
liabilities. However, uncertainty about these assumptions
and estimates could result in outcomes that could require
a material adjustment to the carrying amount of the asset
or liability affected in future periods.
The following areas are considered to involve a higher degree
of judgement or complexity:
Deferred tax on Indian capital gains
The Directors use their judgement in selecting the appropriate
rate of capital gains tax to apply to unrealised gains on Indian
investments. The Directors have chosen to apply the long-
term rate of capital gains tax on unrealised gains on Indian
investments. Please refer to note 5 (a) for furtherdetails.
Special dividends
The Directors use their judgement in recognising and
classifying special dividends received as either revenue or
capital in nature.
Reserves
Share premium account
(s) The share premium represents the difference between
the nominal value of new ordinary shares issued and the
consideration the Company receives for these shares. This
account is non-distributable.
Capital redemption reserve
(t) The capital redemption reserve represents the nominal
value of ordinary shares bought back for cancellation.
This reserve is non-distributable.
Capital reserve
(u) Gains and losses on the realisation of investments, realised
exchange differences of a capital nature and returns of
capital are accounted for in this reserve. Increases and
decreases in the valuation of investments held at the year
end and unrealised exchange differences of a capital nature
are also accounted for in this reserve. Any performance fee
due is deducted from the capital reserve. The cost of shares
bought back to be held in Treasury is also deducted from
this reserve. The Articles of the Company stipulate that this
reserve is distributable.
Revenue reserve
(v) Any surplus/deficit arising from the net revenue return
for the year is taken to/from this reserve. This reserve is
distributable to shareholders by way of dividend.
Accounting Policies cont’d
Annual Report 2025 | 55
Strategic Report Governance Financial Statements Shareholder Information
1. Income
Income from investments relates to dividends. Other income relates to bank deposit interest.
2. Fees payable to the Investment Manager
2025 2024
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Investment management fee 2,900 – 2,900 2,802 – 2,802
Performance fee – – – – 98 98
2,900 – 2,900 2,802 98 2,900
Investment management fee
The terms of the Agreement provide for payment of a base fee of 0.75 per cent per annum of the Company’s net assets payable
quarterly in arrears.
Performance fee
The performance fee is based on the comparative performance of the Company’s share price total return (‘SPTR’) against
the performance of the MSCI AC Asia ex Japan Small Cap Index (‘Index SPTR’). A performance fee of ten per cent of the SPTR
out-performance compared with the Index SPTR plus a hurdle of two per cent, calculated on a rolling three-year basis, with an
inception date of 1September 2023. Between the inception date and 31 August 2025 the Company’s SPTR has underperformed
the Index SPTR and hurdle by 5.7% on a rolling basis.
Where there is a period of SPTR under performance compared with the Index SPTR, a negative performance fee is calculated.
The negative performance fee will then be carried forward and will be used to offset against the payment of any potential
future performance fees.
Additionally, there is a high watermark provision, whereby a performance fee will only be paid when the Company’s share
price exceeds the level where a performance fee was previously paid (with the initial high water mark being the Company’s
share price as at 1 September 2023 – £2.55 (adjusted for the five for one split of the ordinary shares on 28 February 2025)).
TheCompany’s share price as at 31 August 2025 is £3.00.
The total fee payable to the Investment Manager is capped at 1.5 per cent per annum of the Company’s total assets,
any fees earned in excess of this cap may be paid in future periods of positive performance where a performance fee is
otherwisepayable.
3. Other Administrative Expenses
2025 2024
£000 £000
Auditor's remuneration for audit services 40 38
Directors' fees 173 152
Company secretarial and administration fees 241 236
Bank, custodial and other expenses 559 351
1,013 777
Expenses are shown net of recoverable VAT where relevant.
Notes to the Financial Statements
56 | The Scottish Oriental Smaller Companies Trust plc
4. Finance Costs
2025 2024
£000 £000
On loan notes 825 825
Amortisation of set up costs 10 10
835 835
Finance costs relate to the interest charged on the Company's loan notes, details of which are disclosed in note 11. Issue costs
of £192,000 are being amortised over the life of the loan notes on an effective interest rate basis.
5. Taxation
(a) Analysis of charge in the year
Overseas tax:
2025 2024
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Irrecoverable tax on overseas dividends 1,173 – 1,173 1,403 – 1,403
Indian capital gains tax charge incurred on
sales – 3,957 3,957 – 6,553 6,553
Movement in deferred tax liability on Indian
capital gains – (6,265) (6,265) – 4,887 4,887
1,173 (2,308) (1,135) 1,403 11,440 12,843
Capital gains tax
The Company is liable to pay Indian capital gains tax under Section 115 AD of the Indian Income Act 1961.
On 23 July 2024 the Indian Government introduced The Finance (No. 2) Act, 2024, this legislation revised the tax rates on capital
gains. Indian capital gains tax is charged on sales of investments at 20% (previously 15%) where the investment has been
held for less than 12 months ( the ‘short-term rate’), this is reduced to 12.5% (previously 10%) if the investment has been held
for longer than 12 months (the ‘long-term rate’). The new rates apply to all investments purchased after 23 July 2024, sales of
investment purchased prior to this will be charged at the previous rates.
The deferred tax liability has been calculated using the long-term rate (10% for investments purchased prior to 23 July 2024
and 12.5% for investments purchased from 23 July 2024), as the Investment Manager has a long term investment focus and it
islikely that Indian investments will be held for longer than 12 months.
At 31 August 2024 the Company had a deferred tax liability of £8,707,000, due to unrealised gains on Indian investments. This
has reduced by £6,265,000 and therefore the deferred tax liability at 31 August 2025 is £2,442,000. If the assumption that all
Indian investments will be held for a period in excess of 12 months was removed, the deferred tax liability would have been
£2,496,000 (2024: £9,575,000).
Notes to the Financial Statements cont’d
Annual Report 2025 | 57
Strategic Report Governance Financial Statements Shareholder Information
Notes to the Financial Statements cont’d
5. Taxation cont'd
(b) Factors affecting the tax charge for the year
The tax assessed for the year is different from that calculated when corporation tax is applied to the total return. The
differences are explained below:
2025 2024
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Return for the year before taxation 6,416 (15,513) (9,097) 8,048 66,951 74,999
Total return for the year before taxation
multiplied by the standard rate of
corporation tax of 25% (2024: 25%) 1,604 (3,878) (2,274) 2,012 16,738 18,750
Effect of:
Non-taxable losses/(gains) on investments – 3,807 3,807 – (16,851) (16,851)
Non-taxable losses on foreign currency – 71 71 – 89 89
Non-taxable income (2,758) – (2,758) (3,096) – (3,096)
Overseas tax 1,173 (2,308) (1,135) 1,403 11,440 12,843
Unutilised management expenses 1,154 – 1,154 1,084 24 1,108
Total tax charge for the year 1,173 (2,308) (1,135) 1,403 11,440 12,843
Under changes enacted in the Finance Act 2009, dividends and other distributions received from foreign companies from 1 July
2009 are largely exempt from corporation tax.
(c) Provision for deferred tax
The Company has a deferred tax asset of £16,179,000 at 31 August 2025 (2024: £15,026,000) in respect of unrelieved tax losses
carried forward. This asset has not been recognised in the Financial Statements as it is unlikely under current legislation that it
will be capable of being offset against future taxable profits.
6. Dividends
2025 2024
£000 £000
Dividends paid in the year
Final dividend of 14.0p (2024: 13.0p) 3,271 3,138
Special dividend of 8.0p (2024: nil) 1,869 –
5,140 3,138
The below proposed dividends in respect of the financial year ended 31 August 2025 are the basis upon which the
requirements of section 1158 of the Corporation Tax Act 2010 are considered. The proposed dividends are subject to approval
by shareholders at the Annual General Meeting and have not been included as a liability in these Financial Statements.
2025 2024
£000 £000
Income available for distribution 5,243 6,645
Proposed dividend for the year ended 31 August 2025
Final dividend of 2.9p (2024: 2.8p
†
) 3,303 3,271
Special dividend of 0.5p (2024: 1.6p
†
) 569 1,869
Amount transferred from retained income 1,371 1,505
† Adjusted for the five for one share split of the ordinary shares on 28 February 2025.
58 | The Scottish Oriental Smaller Companies Trust plc
Notes to the Financial Statements cont’d
7. Return per Ordinary Share
2025 2024
Revenue Capital Total Revenue Capital Total
Net return per share (pence) 4.51 (11.36) (6.85) 5.55
†
46.34
†
51.89
†
2025 2024
Revenue return £5,243,000 £6,645,000
Capital return (£13,205,000) £55,511,000
Weighted average ordinary shares in issue 116,254,122 119,777,158
†
†
Adjusted for the five for one share split of the ordinary shares on 28 February 2025.
There are no dilutive or potentially dilutive instruments in issue.
8. Equity Investments
2025 2024
£000 £000
Opening book cost 374,129 379,666
Unrealised gains/(losses) 35,629 (7,006)
Opening valuation 409,758 372,660
Purchases at cost 188,566 130,745
Sales – proceeds (173,474) (161,053)
(Losses)/gains on investments (15,233) 67,406
Closing valuation 409,617 409,758
Closing book cost 426,528 374,129
Closing unrealised (losses)/gains (16,911) 35,629
The Company received £173,474,000 (2024: £161,053,000) from investments sold in the year.
The average book cost of these investments when they were purchased was £136,169,000 (2024: £136,282,000). These investments
have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of investments.
All investments are listed on recognised stock exchanges.
Transaction Costs
During the year the Company incurred transaction costs of £319,000 (2024: £220,000) on the purchase of investments and
£401,000 (2024: £359,000) on the sale of investments.
Annual Report 2025 | 59
Strategic Report Governance Financial Statements Shareholder Information
Notes to the Financial Statements cont’d
9. Debtors
2025 2024
£000 £000
Sales awaiting settlement 177 1,939
Accrued income 466 480
Prepayments 12 41
Recoverable tax on Indian dividends 289 374
944 2,834
10. Creditors (amounts falling due within one year)
2025 2024
£000 £000
Purchases awaiting settlement 1,799 7,574
Management fee payable 719 757
Performance fee payable – 98
Other creditors 165 151
Accrued interest 368 368
3,051 8,948
11. Non-current Liabilities
2025 2024
£000 £000
Deferred tax liability on Indian capital gains 2,442 8,707
Loan notes 29,851 29,841
32,293 38,548
On 23 March 2021 the Company issued £30 million of long‑term, fixed rate, senior, unsecured privately placed notes providing
the Company with long‑term financing. The privately placed notes were issued in one tranche with a fixed coupon of 2.75%
to be repaid by 24 March 2041. The coupon will be payable semi‑annually. The funding date was 24March 2021. Issue costs of
£192,000 will be amortised over the life of the loan notes on an effective interest rate basis.
The terms of the loan facility contain covenants that adjusted assets shall not at any time be less than £90 million, net borrowings
to adjusted assets shall not exceed 30% and the investment portfolio contains a minimum of 30 different investments. All covenants
have been complied with throughout the year.
60 | The Scottish Oriental Smaller Companies Trust plc
Notes to the Financial Statements cont’d
12. Share Capital
On 28 February 2025 the ordinary shares of the Company were split on a five for one basis and the nominal value of each
ordinary share decreased from 25p per share to 5p per share.
The allotted and fully paid share capital is £7,853,416 (2024: £7,853,416) represented by 157,068,315 ordinary shares of 5p each
(2024: 31,413,663 ordinary shares of 25p each). During the year the Company bought back 338,100 ordinary shares of 25p each
and 1,082,000 ordinary shares of 5p each (2024: 782,085 ordinary shares of 25p each). The Company held 41,951,985 ordinary
shares of 5p each in Treasury at the year end (2024: 7,835,897 ordinary shares of 25p each), being 26.7 per cent of share capital
(2024: 24.9 per cent of share capital), with a nominal value of £2,097,599 (2024: £1,958,974).
The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This will include:
– the level of equity shares in issue; and
– the extent to which revenue in excess of that which is required to be distributed should be retained.
The capital of the Company is the ordinary share capital and the other reserves. It is managed in accordance with its
investment policy in pursuit of its investment objective, detailed on page 2.
13. Net Asset Value per Ordinary Share
The net asset value per share is based on total net assets of £381,867,000 (2024: £403,068,000) divided by 115,116,330 (2024:
117,888,830)
†
ordinary shares of 5p
†
each in issue (excludes shares held inTreasury).
†
Adjusted for the five for one share split of the ordinary shares on 28 February 2025.
14. Cash Flow Statement
2025 2024
£000 £000
Reconciliation of net return before finance costs and taxation to net cash outflow
from operations before dividends, interest, purchases and sales
Net return on activities before finance costs and taxation (8,262) 75,834
Net losses/(gains) on investments 15,233 (67,406)
Currency losses 288 357
Dividend income (11,036) (12,382)
Interest income (136) (80)
Decrease in creditors (122) (2,070)
Decrease/(increase) in debtors 115 (4)
Net cash outflow from operations before dividends, interest, purchases and sales (3,920) (5,751)
15. Analysis of changes in net debt
At
31 August
2024
Non-cash
movements
Cash
flows
At
31 August
2025
£000 £000 £000 £000
Cash and cash equivalents 37,972 (288) (31,034) 6,650
Loan notes (29,841) (10) – (29,851)
8,131 (298) (31,034) (23,201)
Annual Report 2025 | 61
Strategic Report Governance Financial Statements Shareholder Information
Notes to the Financial Statements cont’d
16. Risk Management, Financial Assets and Liabilities
The Company invests mainly in smaller Asian quoted companies. Other financial instruments comprise cash balances and short‑
term debtors and creditors. The Investment Manager follows the investment process outlined on pages 6 to 18 and in addition
the Board conducts quarterly reviews with the Investment Manager. The Investment Manager’s Risk and Compliance department
monitors the Investment Manager’s compliance with the Company’s investment and borrowing powers to ensure that risks are
controlled and minimised. Additionally, its Compliance and Risk Committee reviews risk management processes monthly.
The main risks that the Company faces from its financial instruments are market risk (comprising interest rate, currency and
other price risks) and credit risk. As the Company’s assets are mainly in readily realisable securities, other than in exceptional
circumstances there is no significant liquidity risk. The Board, in conjunction with the Investment Manager, regularly reviews
and agrees policies for managing each of these risks. The Investment Manager’s policies for managing these risks are available
on the website and summarised below.
Market Risk
The fair value of, or future cash flows from, a financial instrument held by the Company will fluctuate because of changes in
market prices.
To mitigate this risk, the Investment Manager focuses on investing in soundly managed and financially strong companies with
good growth prospects and ensures the portfolio is diversified geographically and by sector at all times. Existing holdings are
scrutinised to ensure corporate performance expectations are met and valuations are not excessive. The portfolio valuation
and transactions undertaken by the Investment Manager are regularly reviewed by the Board.
Interest Rate Risk
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account
when making investment and borrowing decisions.
The Company is exposed to interest rate risk on interest receivable from bank deposits and interest payable on bank overdraft
positions and loan notes. The Company faces minimal interest rate risk; cash is not held on deposit with the intention of
generating interest income and the interest payable on loan notes is fixed at 2.75% over the life of the loan (twenty years).
Theinterest rate risk profile of the Company at 31August is shown below.
Interest Rate Risk Profile
2025 2024
£000 £000
Cash 6,650 37,972
Loan notes (30,000) (30,000)
(23,350) 7,972
Interest Rate Sensitivity
Considering effects on cash balances, an increase of 50 basis points in interest rates would have decreased net assets and total
return for the year by £117,000 (2024: increase of £40,000). A decrease of 50 basis points would have had an equal but opposite effect.
The calculations are based on the cash balances at date of the Statement of Financial Position and are not representative of the year
as a whole. The impact on the Company's loan notes have been excluded, as these are fixed for the life of the loan.
Foreign Currency Risk
The majority of the Company’s assets, liabilities and income were denominated in currencies other than sterling (the
currency in which the Company reports its results) as at 31August 2025. The Statement of Financial Position therefore can be
significantly affected by movements in foreign exchange rates. It is not the Company’s policy to hedge this risk on a continuing
basis but the Company reserves the right to undertake foreign exchange hedging of its portfolio. The revenue account is
subject to currency fluctuation arising on dividends paid in foreign currencies. The Company does not hedge this currency risk.
62 | The Scottish Oriental Smaller Companies Trust plc62 | The Scottish Oriental Smaller Companies Trust plc
Notes to the Financial Statements cont’d
16. Risk Management, Financial Assets and Liabilities cont'd
Foreign Currency Risk Exposure by Currency of Denomination
31August 2025 31August 2024
Overseas
investments
Net
monetary
assets
Total
currency
exposure
Overseas
investments
Net
monetary
assets
Total
currency
exposure
£000 £000 £000 £000 £000 £000
Indian rupee 142,990 219 143,209 164,682 1,633 166,315
Hong Kong dollar 103,605 – 103,605 85,723 (3,139) 82,584
Philippine peso 46,764 21 46,785 41,872 – 41,872
Indonesian rupiah 45,062 177 45,239 47,669 482 48,151
Taiwanese dollar 39,143 372 39,515 36,560 332 36,892
Vietnamese dong 12,210 117 12,327 9,319 – 9,319
Singapore dollar 8,992 46 9,038 6,096 47 6,143
New Zealand dollar 7,710 – 7,710 6,174 – 6,174
Australian dollar 3,141 – 3,141 – – –
US dollar – 16 16 – 32 32
Bangladeshi taka – – – – 1,698 1,698
Korean won – – – 11,663 1,457 13,120
Total foreign currency 409,617 968 410,585 409,758 2,542 412,300
Sterling – (28,718) (28,718) – (9,232) (9,232)
Total currency 409,617 (27,750) 381,867 409,758 (6,690) 403,068
Currency Risk Sensitivity
At 31August 2025, if sterling had strengthened by 5 per cent in relation to all currencies, with all other variables held constant,
total net assets and total return on ordinary activities would have decreased by the amounts shown below. A 5 per cent
weakening of sterling against all currencies, with all other variables held constant, would have had an equal but opposite
effect on the financial statement amounts. The analysis is performed on the same basis for 2024.
2025 2024
£000 £000
Indian rupee 7,160 8,316
Hong Kong dollar 5,180 4,129
Philippine peso 2,339 2,094
Indonesian rupiah 2,262 2,408
Taiwanese dollar 1,976 1,845
Vietnamese dong 616 466
Singapore dollar 452 307
New Zealand dollar 386 309
Australian dollar 157 –
US dollar 1 2
Bangladeshi taka – 85
Korean won – 656
Total 20,529 20,617
Annual Report 2025 | 63
Notes to the Financial Statements cont’d
Strategic Report Governance Financial Statements Shareholder Information
16. Risk Management, Financial Assets and Liabilities cont'd
Other Price Risk
Changes in market prices, other than those arising from interest rate or currency risk, will affect the value of quoted
investments. It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk
arising from factors specific to a particular country or sector. The Investment Manager monitors market prices throughout the
year and reports to the Board on a regular basis.
Other Price Risk Sensitivity
If market values at the date of the Statement of Financial Position had been 10 per cent higher or lower with all other variables
remaining constant, the return attributable to ordinary shareholders for the year ended 31August 2025 would have increased/
decreased by £40,962,000 (2024: increased/decreased by £40,976,000) and equity reserves would have increased/decreased by
the same amount.
Liquidity Risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity
risk is not significant as the majority of the Company’s assets are investments in quoted securities that are readily realisable.
The Company has the power to take out borrowings, which could give it access to additional funding when required.
The contractual maturities of financial liabilities at the year end, based on the earliest date on which payment can be required,
are as follows:
2025 2024
3 months
or less
3 to 12
months
More than
12 months
3 months
or less
3 to 12
months
More than
12 months
£000 £000 £000 £000 £000 £000
Amounts due to brokers 1,799 – – 7,574 – –
Other creditors and accruals 1,252 – – 1,374 – –
Loan – – 29,851 – – 29,841
Deferred tax liability on Indian capital
gains – – 2,442 – – 8,707
3,051 – 32,293 8,948 – 38,548
Credit Risk
This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result
in a loss to the Company.
Investment transactions are carried out with a large number of approved brokers, whose credit-standing is reviewed
periodically by the Investment Manager. Transactions are ordinarily done on a delivery versus payment basis whereby the
Company’s custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered on its
obligations before any transfer of cash or securities away from the Company is completed.
Cash exposures are carefully managed to ensure that money is placed on deposit with reputable counterparties. All cash is
currently placed on deposit with the Company's custodian JP Morgan Chase Bank N.A.
None of the Company’s financial assets are past due or impaired.
64 | The Scottish Oriental Smaller Companies Trust plc64 | The Scottish Oriental Smaller Companies Trust plc
Notes to the Financial Statements cont’d
16. Risk Management, Financial Assets and Liabilities cont'd
In summary, compared to the amounts in the Statement of Financial Position, the maximum exposure to credit risk at
31August 2025 was as follows:
2025 2024
Statement
of Financial
Position
Maximum
exposure
Statement
of Financial
Position
Maximum
exposure
£000 £000 £000 £000
Current Assets
Receivables 932 932 2,793 2,793
Cash at bank 6,650 6,650 37,972 37,972
7,582 7,582 40,765 40,765
Fair Value Hierarchy
Investments in securities are financial assets designated at fair value through profit or loss on initial recognition. In
accordance with FRS102, these investments are analysed using the fair value hierarchy described below. Short term balances
are excluded as their carrying value at the reporting date approximates their fair value.
The levels are determined by the lowest level of input that is significant to the fair value measurement for the individual
investment in its entirety as follows:
Level 1 – investments with prices quoted in an active market;
Level 2 – investments whose fair value is based directly on observable current market prices or is indirectly being derived from
market prices; and
Level 3 – investments whose fair value is determined using a valuation technique based on assumptions that are not
supported by observable current market prices or are not based on observable market data.
Financial assets at fair value through profit or loss
2025 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£000 £000 £000 £000 £000 £000 £000 £000
Listed investments 379,137 30,480 – 409,617 385,316 24,442 – 409,758
Total 379,137 30,480 – 409,617 385,316 24,442 – 409,758
Listed investments included in fair value Level 1 are actively traded on recognised stock exchanges and the fair value of these
investments has been determined by reference to their quoted prices at the reporting date.
Listed investments included in Level 2 are deemed to be illiquid. The fair value of these investments has been determined by
reference to their quoted prices at the reporting date.
Annual Report 2025 | 65
Notes to the Financial Statements cont’d
Strategic Report Governance Financial Statements Shareholder Information
17. Related Party Transactions
The Directors’ fees for the year are detailed in the Directors’ Remuneration Report on pages 35 and 36. An amount of £31,313
was outstanding to the Directors at the year end (2024: £28,500). No Director has a contract of service with the Company. During
the year no Director had any related party transactions requiring disclosure under section 412 of the Companies Act 2006.
The management and performance fees for the year are detailed in note 2 and amounts payable to the Investment Manager at
year end are detailed in note 10. The Investment Management team’s individual shareholdings in the Company are set out on
page 5.
Alternative Investment Fund Managers Directive (unaudited)
Under the Alternative Investment Fund Managers Directive the Company is required to publish maximum exposure levels for
leverage on a ‘Gross’ and ‘Commitment’ basis. The process for calculating exposure under each method is largely the same,
except that, where certain conditions are met, the Commitment method allows instruments to be netted off to reflect ‘netting’
or ‘hedging’ arrangements and the Company’s leverage exposure would then be reduced. The AIFM set maximum leverage
levels of 3.0 and 1.7 times the Company’s net asset value under the ‘Gross’ and ‘Commitment’ methods respectively. At the
Company’s year end the levels were respectively 1.03 and 1.04 times the Company’s net asset value.
The Alternative Investment Fund Managers Directive requires the AIFM to make available certain remuneration disclosures to
investors. This information is available from the AIFM on request.
66 | The Scottish Oriental Smaller Companies Trust plc66 | The Scottish Oriental Smaller Companies Trust plc
Active Share
Active share shows the percentage of the investment portfolio that is different from
an index, with 0 per cent representing total overlap and 100 per cent representing no
common holdings with the index.
Alternative
Performance Measure
Alternative Performance Measures are numerical measures of the Company’s current,
historical or future performance, financial position or cash flows, other than financial
measures defined or specified in the applicable financial framework. The Company’s
applicable financial framework includes UK GAAP, including FRS 102, and the AIC SORP.
Discount
The amount by which the share price is lower than the net asset value per share,
expressed as a percentage of the net asset value per share.
2025 2024
NAV per share a 331.7p 1,709.5p
Share price b 300.0p 1,470.0p
Discount c=(b-a)/a 9.6% 14.0%
Earnings Per Share
The earnings per share is calculated by dividing the net return attributable to equity
shareholders by the weighted average number of ordinary shares in issue.
Gearing
Gearing is the ratio of a company's debt to its equity.
Gross Gearing
Gearing excluding postive cash balances, i.e. the gearing level should all cash be employed.
Net Gearing
Gearing after taking account of positive cash balances.
2025 2024
£000 £000
Total Assets a 417,211 450,564
Total Liabilities
(excluding Loan Notes) b 5,493 17,654
Equity Shareholders' funds c 409,617 403,068
Gross Gearing d = (a-b)/c 101 107
Cash e 6,650 37,972
Net Gearing f = (a-b-e)/c 99 98
Net Asset Value or NAV
The value of total assets less liabilities. To calculate the net asset value per share the
net asset value is divided by the number of shares in issue (which excludes shares
held in Treasury).
Glossary of Terms and Alternative
Performance Measures
Annual Report 2025 | 67
Strategic Report Governance Financial Statements Shareholder Information
Ongoing Charges/
Ongoing Charges Ratio
The management fee and all other administrative expenses expressed as a percentage
of the average daily net assets during the year, calculated in accordance with the
standard AIC methodology.
2025 2024
£000 £000
Investment management fee 2,900 2,802
Administrative expenses* 1,013 777
Ongoing charges 3,913 3,579
Average net assets 395,867 373,815
Ongoing charges ratio (net of performance fee) 0.99% 0.96%
Performance fee – 98
Ongoing charges ratio 0.99% 0.98%
* No non-recurring costs excluded (2024: £15,000),
Prior Charges
The name given to all borrowings including debentures, loan and short term loans
and overdrafts that are to be used for investment purposes, reciprocal foreign
currency loans, currency facilities to the extent that they are drawn down, index-linked
securities, and all types of preference or preferred capital and the income shares of
split capital trusts, irrespective of the time until repayment.
Total Assets
Total assets less current liabilities (excluding prior charges as defined above).
68 | The Scottish Oriental Smaller Companies Trust plc68 | The Scottish Oriental Smaller Companies Trust plc
Glossary of Terms and Alternative
Performance Measures cont’d
Total Return
Net asset value/share price total return measures the change in net asset value
per share/share price plus the dividends paid in the year, which are assumed to be
reinvested at the time that the share price is quoted ex-dividend.
NAV Total Return
2025
1
2024
1
Opening NAV per share 341.9p 291.2p
(Decrease)/increase in NAV per share (10.2)p 50.7p
Closing NAV per share 331.7p 341.9p
% (decrease)/increase in NAV (3.0)% 17.4%
Impact of dividends reinvested* 1.4% 1.2%
NAV total return (1.6)% 18.6%
¹ Adjusted for 5 for 1 share split on 28 February 2025.
* Assumes that dividends paid by the Company are reinvested at the ex dividend date.
Share Price Total Return
2025
1
2024
1
Opening share price 294.0p 255.0p
Increase in share price 6.0p 39.0p
Closing share price 300.0p 294.0p
% increase in share price 2.0% 15.3%
Impact of dividends reinvested* 1.5% 1.2%
Share price total return 3.5% 16.5%
¹ Adjusted for 5 for 1 share split on 28 February 2025.
* Assumes that dividends paid by the Company are reinvested at the ex dividend date.
Annual Report 2025 | 69
Strategic Report Governance Financial Statements Shareholder Information
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of
The Scottish Oriental Smaller Companies Trust plc will be
held at 28 Walker Street, Edinburgh EH3 7HR on 28 January
2026 at 12.15pm.
To consider and, if thought fit, pass Resolutions 1 to 10 which
will be proposed as ordinary resolutions and Resolutions 11
to 13 which will be passed as special resolutions.
Ordinary Business
1. To receive the reports of the Directors and Auditor and
toadopt the Annual Report for the financial year ended
31August 2025.
2. To approve a final dividend of 2.9 pence and a special
dividend of 0.5 pence per ordinary share of 5pence each
in the capital of the Company.
3. To re-elect Andrew Baird as a Director.
4. To re-elect Michelle Paisley as a Director.
5. To re-elect Karen Roydon as a Director.
6. To re-elect Jeremy Whitley as a Director.
7. To re-appoint Johnston Carmichael LLP, Chartered
Accountants and Statutory Auditor, as Auditor and to
authorise the Directors to fix their remuneration.
8. To approve the Directors’ Remuneration Report for the
year ended 31August 2025.
9. To increase the aggregate limit on Directors’ remuneration
from £200,000 to £250,000 per annum.
10. Authority to Allot Ordinary Shares
That, in substitution for any existing authority, but
without prejudice to the exercise of any such authority.
prior to the date hereof, the Directors of the Company be
and are hereby generally and unconditionally authorised
in accordance with Section 551 of the Companies Act 2006
(the ‘Act’) to exercise all the powers of the Company to
allot ordinary shares in the Company and to grant rights
to subscribe for or to convert any security into ordinary
shares in the Company (‘Securities’) up to an aggregate
nominal value of £569,402, (being approximately 10 per
cent of the nominal value of the issued share capital
(excluding treasury shares) as at 10November 2025) such
authority to expire at the conclusion of the next Annual
General Meeting of the Company after the passing of
this resolution or on the expiry of 15 months from the
passing of this resolution, whichever is the earlier, unless
previously revoked, varied or extended by the Company
in a general meeting, save that the Company may at any
time prior to the expiry of this authority make an offer
or enter into an agreement which would or might require
Securities to be allotted or granted after the expiry of
such authority and the Directors shall be entitled to
allot or grant Securities in pursuance of such an offer or
agreement as if such authority had not expired.
Special Business
11. Dis-application of Pre-emption Rights
That, subject to the passing of Resolution 10, and in
substitution for any existing power but without prejudice
to the exercise of any such power prior to the date hereof,
the Directors of the Company be and are hereby generally
empowered, pursuant to Section 570 of the Companies
Act 2006 (the ‘Act’), to allot equity securities (as defined
in Section 560 of the Act), including the grant of rights
to subscribe for, or to convert Securities into ordinary
shares in the Company (as defined in Section 724 of the
Act) for cash either pursuant to the authority conferred
by Resolution 10 or by way of a sale of treasury shares,
as if Section 561(1) of the Act did not apply to any such
allotment of equity Securities, provided that this power:
(a) expires at the conclusion of the next Annual General
Meeting of the Company after the passing of this
Resolution or on the expiry of 15 months from the
passing of this Resolution, whichever is the earlier,
save that the Company may, before such expiry, make
an offer or agreement which would or might require
equity securities to be allotted after such expiry and
the Directors may allot equity securities in pursuance
of any such offer or agreement as if the power
conferred hereby had not expired; and
(b) shall be limited to the allotment of equity securities
up to an aggregate nominal value of £569,402 (being
approximately 10 per cent of the nominal value of
the issued share capital of the Company (excluding
treasury shares) as at 10November 2025).
12. Authority to Repurchase the Company's Ordinary Shares
That, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to
the date hereof, the Company be and is hereby generally
and unconditionally authorised, pursuant to and in
accordance with section 701 of the Companies Act 2006
(the ‘Act’), to make market purchases (within the meaning
of section 693(4) of the Act) of fully paid ordinary shares
in the capital of the Company (either for retention as
treasury shares for future reissue, resale or transfer or
forcancellation), provided that:
70 | The Scottish Oriental Smaller Companies Trust plc70 | The Scottish Oriental Smaller Companies Trust plc
(a) the maximum aggregate number of ordinary shares
hereby authorised to be purchased is 17,070,684 or
if less the number of ordinary shares representing
14.99 per cent of the Company’s issued share capital
(excluding treasury shares) at the date of the passing
of this Resolution;
(b) the minimum price (excluding expenses) which may
be paid for each ordinary share is the nominal value
of that share;
(c) the maximum price (excluding expenses) which may
be paid for each ordinary share shall not be more
than the higher of:
(i) 5 per cent above the average of the middle market
quotations (as derived from the daily official list
of the London Stock Exchange) for the ordinary
shares over the five business days immediately
preceding the date of purchase; and
(ii) the higher of the last independent trade and the
highest current independent bid on the London
Stock Exchange; and
(d) unless previously varied, revoked or renewed by
the Company in a general meeting, the authority
hereby conferred shall expire at the conclusion
of the Company’s next Annual General Meeting
or 15 months from the passing of this Resolution,
whichever is the earlier, save that the Company
may, prior to such expiry, enter into a contract to
purchase ordinary shares under such authority which
will or might be completed or executed wholly or
partly after the expiration of such authority and may
make a purchase of ordinary shares pursuant to any
suchcontract.
13. Notice of General Meetings
That the Company be and is hereby generally and
unconditionally authorised to hold general meetings
(other than annual general meetings) on 14 clear days’
notice, such authority to expire at the conclusion of the
next Annual General Meeting of the Company.
Dated: 11 November 2025 By Order of the Board
Registered Office: Juniper Partners Limited
28 Walker Street Company Secretary
Edinburgh EH3 7HR
Notice of Annual General Meeting cont’d
Annual Report 2025 | 71
Strategic Report Governance Financial Statements Shareholder Information
Explanation of Notice of Annual General Meeting
Resolution 1 – To receive the Annual Report
The Directors are required to present the financial statements, Strategic Report, Directors’ Report and Auditor’s Report to
the meeting. These are contained in the Company’s Annual Report for the year ended 31 August 2025 (the ‘Annual Report’). A
resolution to receive the Financial Statements, together with the Strategic Report, Directors’ Report and the Auditor’s Report on
those Financial Statements is included as an ordinary resolution.
Resolution 2 – Dividends
The Board proposes a final dividend of 2.9 pence per share, and an additional special dividend of 0.5 pence per share
in respect of the year ended 31 August 2025. If approved, the dividends will be paid on 6February 2026 to all ordinary
shareholders who are on the register of members on 9January 2026. The shares will be marked ex dividend on 8January 2026.
Resolutions 3 to 6 – Re-election of Directors
In line with the recommendations of the 2019 AIC Corporate Governance Code, all Directors of the Company will retire and offer
themselves for re-election at each AGM. The Board on the recommendation of the Nomination Committee recommends the re-
election of all Directors. Full biographies of all of the Directors are set out on page 22.
Resolutions 7 – Re-appointment and remuneration of Auditor
At each meeting at which the Company’s financial statements are presented to its members, the Company is required
to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee,
recommends the re-appointment of Johnston Carmichael LLP as Auditor to the Company. The Auditor’s re-appointment, and
authorisation for the Directors to fix their remuneration will be proposed to the AGM as Resolution 7.
Resolution 8 – Remuneration Report
The Directors’ Remuneration Report (set out in the Annual Report) is required to be put to shareholders for approval on an
annual basis.
Resolution 9 – Aggregate Directors’ Fees
The Articles of Association currently provide that Directors’ fees shall not, in aggregate, exceed £200,000 per annum. Although
there are currently no plans to make any further changes to the levels of fees paid to the non-executive Directors, the
Board wishes to propose an increase to the fee limit contained in the Articles of Association to allow for the recruitment of
non-executive Directors as part of the continued refreshment of the Board. It is proposed that the fee limit be increased to
£250,000 per annum in aggregate. Directors’ remuneration will continue to be paid in accordance with the approved Directors’
remuneration policy.
Resolution 10 – Authority to allot ordinary shares
Resolution 10 authorises the Board to allot ordinary shares generally and unconditionally in accordance with Section 551 of
the Companies Act 2006 (the ‘Act’) up to an aggregate nominal value of £569,402, representing approximately 10 per cent of the
issued ordinary share capital at the date of the Notice, excluding shares held in Treasury. This authority shall expire at the next
AGM.
Resolution 11 – Authority to disapply pre-emption rights
Resolution 11 is a special resolution which is being proposed to authorise the Directors to disapply the pre-emption rights of
existing shareholders in relation to issues of ordinary shares under Resolution 10 (being in respect of ordinary shares up to an
aggregate nominal value of £569,402, representing approximately 10 per cent of the Company’s issued ordinary share capital,
excluding Treasury shares, as at the date of the Notice). This authority shall expire at the next AGM. The Directors will only allot
new shares pursuant to the authorities proposed to be conferred by Resolutions 10 and 11 if they believe it is advantageous to
the Company’s shareholders to do so.
72 | The Scottish Oriental Smaller Companies Trust plc
Notice of Annual General Meeting cont’d
Resolution 12 – Purchase of own shares
Resolution 12 is a special resolution which will grant the Company authority to make market purchases of up to 17,070,684
ordinary shares, representing 14.99 per cent of the ordinary shares in issue as at the date of the Notice. The ordinary shares
bought back will either be cancelled or placed into Treasury, at the determination of the Directors. The maximum price which
may be paid for each ordinary share must not be more than the higher of (i) 105 per cent of the average of the market value of
an ordinary shares for the five business days immediately preceding the day on which the purchase is made or (ii) the value of
an ordinary share calculated on the basis of the higher price quoted for: (a) the last independent trade of; and (b) the highest
current independent bid for any number of ordinary shares on the trading venue where the purchase is carried out. The
minimum price which may be paid for each ordinary share is the nominal value of that share. This power will only be exercised
if, in the opinion of the Directors, a purchase would result in an increase in the NAV per share and be in the best interests
of the shareholders as a whole. Any such transaction must be value enhancing for shareholders and the Board will take into
consideration the effect of the buyback on the liquidity of the Company’s shares. This authority shall expire at the next AGM,
when a resolution to renew the authority will be proposed.
Resolution 13 – Notice period for general meetings
Resolution 13 is being proposed to enable general meetings to be held on 14 clear days’ notice. The minimum notice period
for listed company general meetings is 21 clear days, but companies have an ability to reduce this period to 14 clear days
(other than for annual general meetings), provided that the company offers facilities for shareholders to vote by electronic
means and that there is an annual resolution of shareholders approving the reduction in the minimum period for notice
of general meetings (other than annual general meetings) from 21 clear days to 14 clear days. The Board is therefore
proposing Resolution13 as a special resolution to ensure that the minimum required period for notice of general meetings
of the Company (other than annual general meetings) is 14 clear days. The Directors believe it is in the best interests of the
shareholders of the Company to preserve the shorter notice period, although it is intended that this flexibility will be used
only for non-routine business and where merited in the interests of shareholders as a whole. This authority shall expire at the
next AGM, when a resolution to renew the authority will be proposed.
Annual Report 2025 | 73
Strategic Report Governance Financial Statements Shareholder Information
Notes
(1) To be entitled to attend and vote at the meeting (and for
the purpose of the determination by the Company of the
number of votes they may cast), members must be entered
on the Company’s register of members at close of business
on 26January 2026 (‘the specified time’). If the meeting is
adjourned to a time not more than 48 hours after the specified
time applicable to the original meeting, the specified time will
also apply for the purpose of determining the entitlement of
members to attend and vote (and for the purpose of determining
the number of votes they may cast) at the adjourned meeting.
If, however, the meeting is adjourned for a longer period then,
to be so entitled, members must be entered on the Company’s
register of members at the time which is 48 hours (excluding
non‑working days) before the time fixed for the adjourned
meeting or, if the Company gives notice of the adjourned
meeting, at the time specified in that notice.
(2) If you wish to attend the meeting in person, you should present
your attendance card, attached to your Form of Proxy, to the
registration desk on the day of the meeting. Alternatively, please
ensure you pre-register in accordance with the instructions on
your Form of Proxy. Failure to do so may result in your being
prohibited from voting on resolutions during the meeting. These
forms must be submitted no later than 12.15pm on 26January
2026. Attendance by non-shareholders will be at the discretion of
the Company.
(3) Information regarding the Annual General Meeting, including
information required by section 311A of the Companies Act 2006,
is available from www.scottishoriental.com.
(4) Holders of ordinary shares who are entitled to attend and vote
at the meeting convened by the foregoing notice may appoint
one or more proxies (who need not be a member or members)
to attend, speak and vote in their place. If appointing more
than one proxy, each proxy must be appointed to exercise
rights attaching to different shares held by the holder. The
instruments appointing a proxy and the power of attorney or
other authority (if any) under which it is signed or a notarially
certified copy of that power or authority must be delivered to
the offices of the Company’s Registrars, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS996ZY
or www.investorcentre.co.uk/eproxy: (i) in the case of a meeting
or adjourned meeting, 48 hours (excluding non-working days)
before the time for holding the meeting or adjourned meeting;
or (ii) in the case of a poll taken 48 hours after it was demanded,
24 hours before the time appointed for the taking of the poll.
Return of a completed Form of Proxy will not preclude a member
from attending and voting personally at the meeting. Members
may not use any electronic address provided in this notice or in
any related documents to communicate with the Company for
any purpose other than those expressly stated.
(5) 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 and by
logging on to the website 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.
(6) In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly authenticated
in accordance with Euroclear UK & International Limited’s
specifications, and must contain the information required for
such instruction, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy
or is 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 Company’s registrar (ID number 3RA50) no
later than 48 hours (excluding non-working days) before the time
of the meeting or any adjournment.
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
CREST Application Host) from which the Company’s registrar 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.
(7) Proxymity Voting – if you are an institutional investor you may
also 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 12.15 pm on 26 January 2026 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.
(8) CREST members and, where applicable, their CREST sponsors,
or voting service providers should note that Euroclear UK
& International Limited does not make available special
procedures in CREST for any particular message. 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/her
CREST sponsor or voting service provider(s) take(s)) such action
as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in particular,
to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
(9) The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
(10) The letters of appointment of the Directors are available for
inspection at 28 Walker Street, Edinburgh EH3 7HR before, during
and after themeeting.
(11) As at close of business on 10November 2025, the Company’s
issued share capital comprised 157,068,315 ordinary shares of
5p each of which 43,187,833 ordinary shares are held in Treasury.
Each ordinary share carries the right to one vote at a general
meeting of the Company and, therefore, the total number
of voting rights in the Company as at 10November 2025 is
113,880,482.
(12) Any person holding 3 per cent of the total voting rights in the
Company who appoints a person other than the Chairman as
his/her proxy will need to ensure that both he/she and such
third party complies with their respective disclosure obligations
under the Disclosure Guidance and Transparency Rules.
74 | The Scottish Oriental Smaller Companies Trust plc
Notice of Annual General Meeting cont’d
(13) Under section 319A of the Companies Act 2006, the Company
must answer any question relating to the business being dealt
with at the meeting put by a member attending the meeting
unless:
(a) answering the question would interfere unduly with the
preparation for the meeting or involve the disclosure of
confidential information;
(b) the answer has already been given on the Company’s
website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
(14) The members of the Company may require the Company (without
payment) to publish, on its website, a statement (which is also to
be passed to the auditors) setting out any matter relating to the
audit of the Company’s Annual Report, including the Auditor’s
Report and the conduct of the audit. The Company will be
required to do so once it has received such requests from either
members representing at least 5 per cent of the total voting
rights of the Company or at least 100 members who have a
relevant right to vote and hold shares in the Company on which
there has been paid up an average sum per member of at least
£100. Such requests must be made in writing and must state the
sender’s full name and address and be sent to the Company’s
registered address at 28 Walker Street, Edinburgh EH3 7HR.
(15) Members meeting the threshold requirements set out in the
Companies Act 2006 have the right:
(a) to require the Company to give notice of any resolution
which can properly be, and is to be, moved at the meeting
pursuant to Section 338 of the Companies Act 2006; and/or
(b) to include a matter in the business to be dealt with at the
meeting, pursuant to Section 338A of the Companies Act
2006.
(16) Any corporation which is a member can appoint one or more
corporate representatives. Members can appoint more than
one corporate representative only where each corporate
representative is appointed to exercise rights attached to
different shares. Members cannot appoint more than one
corporate representative to exercise the rights attached to the
same share(s).
(17) In the case of joint holders, where more than one of the joint
holders purports to appoint one or more proxies, only the
purported appointment submitted by the most senior holder will
be accepted. Seniority is determined by the order in which 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).
(18) Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act 2006 to
enjoy information rights (a ‘Nominated Person’) may, under
an agreement between him/her and the member by whom
he/she was nominated, have a right to be appointed (or to
have someone else appointed) as a proxy for the meeting. If a
Nominated Person has no such proxy appointment right or does
not wish to exercise it, he/she may, under any such agreement,
have a right to give instructions to the member as to the exercise
of voting rights.
Annual Report 2025 | 75
Strategic Report Governance Financial Statements Shareholder Information
Financial Diary
Financial year end 31 August
Annual Results announced November
Annual General Meeting January
Annual dividend paid February
Half-year end 28 February
Interim results announced April/May
Capital Gains Tax
An individual tax payer is currently entitled to an annual total
tax-free gain, presently £3,000 from the sale of any shares
and other capital assets. Any gain beyond that amount may
be liable to capital gains tax.
For initial investors the apportioned base cost of ordinary
shares and warrants for capital gains tax purposes was 18.52p
per ordinary share and 7.41p per warrant (please note that
these figures have been adjusted for the 5 for 1 split of the
ordinary shares on 28 February 2025).
Where to find Scottish Oriental’s
SharePrice
Scottish Oriental's share price can also be found on the
London Stock Exchange website by using the Trust’s TIDM
code ‘SST’ within the price search facility.
The Internet
Scottish Oriental’s website provides up-to-date information on
the share price, net asset value and discount. We hope you will
visit the Trust’s website at: www.scottishoriental.com.
Investor Centre from Computershare (Scottish Oriental’s
registrar) enables you to manage and update your shareholder
information. For this purpose you can register free with Investor
Centre at www.investorcentre.co.uk.
Data Protection
The Company is committed to ensuring the privacy of any
personal data provided to it. Further details of the Company’s
privacy policy can be found on the Company’s website
www.scottishoriental.com.
Regulatory Status
Since Scottish Oriental is an investment trust pursuant to
section 1158 of the Corporation Tax Act 2010, the FCA rules
in relation to non-mainstream investment products do not
apply to the Company.
Further Information
If you require any further information please contact Juniper
Partners Limited at the address on the following page or by
telephone on +44 (0)131 378 0500.
Shareholder Enquiries
For registry queries contact Computershare by telephone on
+44 (0)370 707 1307.
You can also manage your shareholding online at
www.investorcentre.co.uk.
If you have not used this service before, you will need to
register your account. In order to do so, you will need your
Shareholder Reference Number (‘SRN’) which can be found
on a recent share certificate or dividend cheque.
Comparative Indices
Since 1 September 2021 the Directors have used the Morgan
Stanley Capital International All Company Asia ex Japan
Small Cap Index as its primary comparator. This Index is
made up of companies with a free float‑adjusted market
capitalisation of between US$65m and US$10,198m. The range
does not exactly match that of the Company, which has no
lower limit and which invests mainly in companies with a
market capitalisation of under US$5,000m at the time of
first investment. Nevertheless, it gives a useful indication of
the performance of smaller listed companies in Asia over
recentyears.
For comparison purposes, we are also displaying the Morgan
Stanley Capital International AC Asia ex Japan Index to
measure the Company’s performance, which covers the
relevant markets with the exception of Bangladesh,
Sri Lanka and Vietnam. This index which is dominated by
larger companies has the dual merit of being the most widely
recognised regional index and of pre-dating the inception of
the Company in March 1995.
As most investors in the Company are based in the United
Kingdom, the Directors consider that it is also relevant to
compare the Company’s performance to that of the FTSE All-
Share Index.
Information for Investors
76 | The Scottish Oriental Smaller Companies Trust plc
Company Information
Registered Office
28 Walker Street
Edinburgh EH3 7HR
Company Details
Registered Number: SC156108
ISIN: GB00BRBL6574
SEDOL: BRBL657
Ticker: SST
LEI: 213800DBSW6WJXKNXL87
Website: www.scottishoriental.com
Investment Manager
First Sentier Investors (UK) Investment Management Limited
23 St Andrew Square
Edinburgh EH2 1BB
(Authorised and regulated by the Financial Conduct Authority)
Tel: +44 (0)131 473 2200
Alternative Investment Fund Manager
First Sentier Investors (UK) Funds Limited
15 Finsbury Circus
London EC2M 7EB
Custodian
JP Morgan Chase Bank N.A.
25 Bank Street
Canary Wharf
London E14 5JP
Depositary
JP Morgan Europe Limited
25 Bank Street
Canary Wharf
London E14 5JP
Company Secretary and Administrator
Juniper Partners Limited
28 Walker Street
Edinburgh EH3 7HR
Email: cosec@junipartners.com
Tel: +44 (0)131 378 0500
Registrar
Computershare Investor Services plc
The Pavilions, Bridgwater Road,
Bristol BS99 6ZZ
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh EH3 7PE
Corporate Broker
Investec Bank Plc
30 Gresham Street
London EC2V 7QN
The Scottish Oriental
Smaller Companies
Trust plc is a member
of the Association of
Investment Companies
The Association of
Investment Companies